S-1/A

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As filed with the Securities and Exchange Commission on October 6, 2004.

Registration No. 333-112680

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

AMENDMENT NO. 9
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

B&G FOODS HOLDINGS CORP.
(Exact name of Registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	2035 (Primary Standard Industrial Classification Code Number)	13-3918742 (I.R.S. Employer Identification No.)
Four Gatehall Drive, Suite 110 Parsippany, NJ 07054 (973) 401-6500 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

See Table of Additional Registrants on Next Page

David L. Wenner
Four Gatehall Drive
Suite 110
Parsippany, NJ 07054
(973) 401-6500
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

With copies to:
Christopher G. Karras, Esq. Glyndwr P. Lobo, Esq. Scott E. Lerner, Esq. Dechert LLP 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, PA 19103 (215) 994-4000	Jeffrey J. Rosen, Esq. Steven J. Slutzky, Esq. Debevoise & Plimpton LLP 919 Third Avenue New York, NY 10022 (212) 909-6000	Kirk A. Davenport, Esq. Monica K. Thurmond, Esq. Latham & Watkins LLP 885 Third Avenue New York, NY 10022 (212) 906-1200

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

B&G FOODS HOLDINGS CORP.

Table of Additional Registrants

Name	Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Number	IRS Employer Identification Number
B&G Foods, Inc.	Delaware	2035	13-3916496
BGH Holdings, Inc.	Delaware	2035	36-3867424
Bloch & Guggenheimer, Inc.	Delaware	2035	36-1208070
Heritage Acquisition Corp.	Delaware	2032, 2033	22-3640377
Maple Grove Farms of Vermont, Inc.	Vermont	2099	03-0259252
Ortega Holdings Inc.	Delaware	2099	90-0103279
Polaner, Inc.	Delaware	2033	22-3210182
Trappey's Fine Foods, Inc.	Delaware	2099, 2035, 2033	22-2934591
William Underwood Company	Massachusetts	2013, 2032	04-1919830

        The address, including zip code, telephone number and area code, of the principal executive offices of the additional registrants listed above is: Four Gatehall Drive, Suite 110, Parsippany, NJ 07054; their telephone number at that address is (973) 401-6500.

EXPLANATORY NOTE

        Simultaneously with the completion of the offerings contemplated by this Registration Statement, B&G Foods, Inc. will be merged with and into B&G Foods Holdings Corp., a holding company, the sole asset of which is its investment in the capital stock of B&G Foods, Inc. The surviving entity will be renamed B&G Foods, Inc.

        This Registration Statement on Form S-1 contains one prospectus for the offering of Enhanced Income Securities, or EISs, each representing one share of Class A common stock and $7.15 aggregate principal amount of senior subordinated notes and the further offering of additional senior subordinated notes separate from the EISs and a second prospectus for the offering of senior notes. Each of the offerings is contingent on the completion of the other offering.

The information in this Prospectus is not complete and may be changed. We cannot sell these securities until the Securities and Exchange Commission declares our Registration Statement effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS                              Subject to completion, dated October 6, 2004

20,776,985 Enhanced Income Securities (EISs)™

representing

20,776,985 Shares of Class A Common Stock
$148.6 million    % Senior Subordinated Notes due 2016

$19.0 million    % Senior Subordinated Notes due 2016

B&G Foods Holdings Corp. is selling 20,776,985 Enhanced Income Securities, or EISs, representing 20,776,985 shares of Class A common stock and $148.6 million aggregate principal amount of    % senior subordinated notes due 2016. Each EIS represents:

•

one share of our Class A common stock; and



•

a    % senior subordinated note with $7.15 principal amount.

We are also selling separately (not in the form of EISs) an additional $19.0 million aggregate principal amount of our            % senior subordinated notes due 2016. Each investor purchasing separate senior subordinated notes in this offering must represent that it will not purchase EISs in this offering or concurrently enter into any plan or pre-arrangement whereby it would acquire any EISs or our company equity or transfer the separate senior subordinated notes to any holder of EISs or our company equity. See "Notice to Purchasers of Separate Senior Subordinated Notes" on page 205 of this prospectus.

This is the initial public offering of our EISs and senior subordinated notes. We anticipate that the public offering price will be between $15.50 and $17.00 per EIS. The EISs have been approved for listing on the American Stock Exchange under the trading symbol "BGF." We do not anticipate that the senior subordinated notes will be separately listed on any exchange.

Holders of EISs will have the right to separate the EISs into the shares of our Class A common stock and senior subordinated notes represented thereby at any time after the earlier of 45 days from the closing of this offering or the occurrence of a change of control. Similarly, any holder of shares of our Class A common stock and senior subordinated notes may, at any time, unless the EISs have automatically separated, combine the applicable number of shares of Class A common stock and principal amount of senior subordinated notes to form EISs. Separation of all of the EISs will occur automatically upon the occurrence of any redemption of the senior subordinated notes or upon maturity of the senior subordinated notes.

Upon a subsequent issuance by us of EISs or senior subordinated notes of the same series (not in the form of EISs), a portion of your senior subordinated notes may be automatically exchanged for an identical principal amount of the senior subordinated notes issued in such subsequent issuance, and in that event your EISs or senior subordinated notes will be replaced with new EISs or new senior subordinated notes, as the case may be.

In addition to the senior subordinated notes offered hereby, the registration statement of which this prospectus is a part also registers the senior subordinated notes and new EISs to be issued to you upon any subsequent issuance. For more information regarding these automatic exchanges and the effect they may have on your investment, see "Description of Senior Subordinated Notes—Covenants Relating to Subsequent Issuances" on page 153 and "Material U.S. Federal Income Tax Consequences—Consequences to U.S. Holders—Senior Subordinated Notes—Additional Issuances" on page 198.

Investing in our EISs and the shares of our Class A common stock and/or senior subordinated notes involves risks. See "Risk Factors" section beginning on page 28 of this prospectus.

	Per EIS	Total	Per Senior Subordinated Note	Total
Public offering price	$	$	%	$
Underwriting discount	$	$	%	$
Proceeds to B&G Foods Holdings Corp. (before expenses) (1)	$	$	%	$

(1)

Approximately $144.0 million of these proceeds will be used to repurchase preferred stock and common equity from our existing financial investors, selected members of our management, and other current stockholders, whom we refer to collectively as our existing stockholders.

We have granted the underwriters an option to purchase up to 3,116,548 additional EISs to cover over-allotments, if any. We will use all of the proceeds from the sale of any additional EISs upon the exercise of the underwriters' over-allotment option to repurchase additional shares of outstanding Class B common stock from certain of our existing stockholders.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the EISs and the senior subordinated notes in book-entry form only through the facilities of The Depository Trust Company to purchasers on or about                         , 2004.

RBC CAPITAL MARKETS CREDIT SUISSE FIRST BOSTON MERRILL LYNCH & CO.

LEHMAN BROTHERS

PIPER JAFFRAY

                    , 2004

TABLE OF CONTENTS

	Page
Summary	1
Risk Factors	28
Forward-Looking Statements	45
Use of Proceeds	46
Dividend Policy and Restrictions	47
Capitalization	59
Dilution	61
Selected Historical Consolidated Financial Data	62
Unaudited Pro Forma Condensed Combined Financial Data	65
Management's Discussion and Analysis of Financial Condition and Results of Operations	80
Business	97
Our Management	110
Ownership of Capital Stock	121
Certain Relationships and Related Transactions	124
Description of Certain Indebtedness	126
Description of Enhanced Income Securities (EISs)	128
Description of Capital Stock	134
Description of Senior Subordinated Notes	143
Shares Eligible for Future Sale	193
Material U.S. Federal Income Tax Considerations	194
Notice to Purchasers of Separate Senior Subordinated Notes	205
Underwriting	206
Legal Matters	210
Experts	210
Where You Can Find More Information	211
Index to Consolidated Financial Statements	F-1

        In making your investment decision, you should rely only on the information contained in this prospectus or to which we have referred you. We have not authorized anyone to provide you with information that is different. If anyone provided you with different or inconsistent information, you should not rely on it. This prospectus may only be used where it is legal to sell these securities.

INDUSTRY AND MARKET DATA

        In this prospectus we rely on and refer to information and statistics regarding the food industry. We obtained this information and these statistics from various third-party sources, discussions with our customers and our own internal estimates. We believe that these sources and estimates are reliable. Unless otherwise indicated, all statements in this prospectus regarding market share and brand position are measured by retail dollar share.

TRADEMARKS

AC'CENT®, B&G®, B&M®, B&G BLOCH GUGGENHEIMER® (logo), B&G SANDWICH TOPPERS®, BRER RABBIT®, COZY COTTAGE®, JOAN OF ARC®, LAS PALMAS®, MAPLE GROVE FARMS OF VERMONT®, ORTEGA®, POLANER, POLANER ALL FRUIT®, REGINA, SA-SON AC'CENT®, TRAPPEY'S®, UNDERWOOD®, VERMONT MAID®, and WRIGHT's® are registered trademarks of our company or one of our subsidiaries and BLOCH & GUGGENHEIMER™, RED DEVIL™, SA-SON™ and UP-COUNTRY ORGANICS™ are trademarks of our company or one of our subsidiaries.

EMERIL'S® is a registered trademark of Emeril's Food of Love Productions, L.L.C. All other trademarks used in this prospectus are trademarks or registered trademarks of their respective owners.

        Enhanced Income Securities (EISs)™ is a trademark used by RBC Capital Markets Corporation under license.

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SUMMARY

The following is a summary of the principal features of this offering of EISs and senior subordinated notes and should be read together with the more detailed information and financial data and statements contained elsewhere in this prospectus.

Simultaneously with the completion of this offering, B&G Foods, Inc. will be merged with and into B&G Foods Holdings Corp., the sole asset of which is the capital stock of B&G Foods, Inc. The surviving entity will be named B&G Foods, Inc. Throughout this prospectus, the terms "our," "we," "us," and "B&G Foods" refer to B&G Foods Holdings Corp. before the merger, and B&G Foods, Inc., after the merger, in each case together with their wholly owned subsidiaries, except where it is clear that the term refers only to B&G Foods individually or to B&G Foods, Inc. before the merger. We sometimes refer to B&G Foods Holdings Corp. as "B&G Holdings." Our fiscal year is the 52 or 53 week reporting period ending on the Saturday closest to December 31. Our fiscal year 2003 ended on January 3, 2004.

Our Company

Overview

        We manufacture, sell and distribute a diverse portfolio of shelf-stable foods, many of which have leading retail market shares in our relevant markets. In general, we position our retail products to appeal to the consumer desiring a high quality and reasonably priced branded product. In our relevant retail markets, 10 of our branded products hold number one or two retail market share nationally or regionally or are unique products. We complement our retail product sales with a growing institutional and food service business. Over the past five years, we have achieved consistent growth in net sales and EBITDA through a combination of internal growth, including long-term licensing of a brand, plus the addition of eight brands through acquisitions, our most recent being the acquisition of the Ortega line of branded Mexican food products in August 2003.

        In fiscal 2003, our net sales and EBITDA were $328.4 million and $61.9 million, having increased at compound annual growth rates since fiscal 2001 of 8.3% and 6.9%, respectively. Our pro forma as adjusted net sales and EBITDA for the latest twelve months ended July 3, 2004, reflecting the full year impact of the Ortega acquisition, were $377.9 million and $73.4 million, respectively. During the nine months ended July 3, 2004, which includes the results of the Ortega line of products after the completion of the integration of the acquired assets into our existing business, our net sales, EBITDA and EBITDA margin were $285.6 million, $56.0 million and 19.6%, respectively, compared to net sales, EBITDA and EBITDA margin of $222.5 million, $40.3 million and 18.1%, respectively, for the comparable period in the prior year nine month period ended June 28, 2003.

        We sell and distribute our products through a multiple-channel sales and distribution system including to the following:

•

supermarket warehouses;



•

distributors and food service accounts;



•

mass merchants, warehouse clubs and other non-food outlets;



•

specialty food distributors;



•

direct-store-organization on a regional basis to individual grocery stores in the greater New York Metropolitan area; and



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catalogs and the Internet.

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Products and Markets

        The following is a brief description of the products we offer under our brands:

Brand	Products	2003 Net Sales (Dollars in thousands)			Contribution to 2003 Pro Forma Net Sales
	Salsa, spices, peppers, taco sauces, taco kits, Mexican ingredients and taco shells	$	79,831	*	21.3	%
	Pure maple syrup, gourmet salad dressings, marinades and pancake mixes		48,680		13.0	%
	Pickles, relishes, peppers, olives and other related specialty items		46,259		12.4	%
	Fruit-based spreads and wet spices		35,959		9.6	%
	Seasonings, salad dressings, marinades, pepper sauces, pasta sauces, mustard and salsa		25,395		6.8	%
	Brick-oven baked beans and brown bread		24,465		6.5	%
	Meat spreads, including deviled ham, chicken and roast beef		22,431		6.0	%
	Mexican ingredients, including enchilada sauce, jalapenos, green chilis and crushed tomatillos		20,588		5.5	%
	All-natural flavor enhancer used generally on beef, poultry, fish and vegetables		17,709		4.7	%
	Peppers and hot sauces		14,012		3.7	%
	Vinegars and cooking wines		11,667		3.1	%
	Canned recipe beans		11,390		3.0	%
	Liquid smoke		5,460		1.5	%
	Flavor enhancer used primarily on beef, poultry, fish and vegetables		4,787		1.3	%
	Regular and blackstrap molasses		3,074		0.8	%
	Maple-flavored syrup		3,106		0.8	%
	Total Pro Forma Net Sales	$	374,813	*	100.0	%

*

Pro forma for the Ortega acquisition.

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Our Strengths

        We have experienced consistent net sales growth, strong operating margins and stable and growing free cash flow over the past five years due to the following competitive strengths:

        Portfolio of brands with leading market positions.    We have assembled a diverse portfolio of 16 brands consisting primarily of high margin products with strong market positions. We believe our portfolio of brands and products provides us with financial stability, cash flow diversity and the ability to mitigate the financial impact of seasonality or competitive pressure against any single brand or product.

        Diversity of customers and distribution channels.    We have strong representation in most U.S. food distribution channels and have a broad customer base. The diversity of our multiple-channel sales and distribution system enhances the stability of our financial results and our ability to capitalize on growth trends within a number of these distribution channels.

        Experienced management team.    We have an experienced management team, averaging over 28 years of industry experience and 16 years of experience with our company or our predecessor company.

        Successful track record of acquisitions and integration.    Since 1996, we have acquired and successfully integrated 16 shelf-stable brands. We seek to acquire shelf-stable products with leading market positions, high and sustainable margins and identifiable growth opportunities.

        Disciplined approach to operations.    We bring a disciplined approach to operations through a detailed budgeting process, daily review of our results and by providing employees with incentives to meet operating targets and improve cash flows. We have realized consistent EBITDA margins over the past three years, increasing these margins to 18.9% in fiscal 2003. During the nine months ended July 3, 2004, our EBITDA margins were 19.6%, as compared to EBITDA margins of 18.1% during the comparable nine month period ended June 28, 2003, reflecting the positive impact of the integration of the Ortega line of products into our existing business platform.

Business Strategy

        Our goal is to continue to increase sales, profitability and free cash flow by enhancing our existing portfolio of branded shelf-stable products and by capitalizing on our competitive strengths. We intend to implement our strategy through the following initiatives:

        Profitably grow established brands.    We have identified numerous opportunities to profitably grow our established brands through increased and focused consumer marketing and trade support.

        Leverage our unique multiple-channel sales and distribution system.    Our unique multiple-channel sales and distribution system allows us to capitalize on growth opportunities quickly and efficiently. We continue to strengthen our sales and distribution system in order to realize distribution economies of scale and provide an efficient, national platform for new products and product line extensions.

        Introduce new products.    We intend to introduce new products and product line extensions within our existing portfolio of brands and under new brands that we may license.

        Capitalize on higher growth segments of the food industry.    We intend to continue to focus on segments of the processed food industry characterized by high growth and high margins, such as the Mexican and other ethnic food segments, enabling us to leverage our distribution platform.

        Expand brand portfolio with new licensing arrangements and selective acquisitions.    We introduced our Emeril's brand products through a licensing arrangement with celebrity chef Emeril Lagasse in

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September 2000. Since introduction, we have been able to expand our Emeril's brand product line and retail distribution rapidly. We intend to pursue additional licensing arrangements with third parties to introduce and market other products. Additionally, we intend to expand our brand portfolio by making selective acquisitions of businesses that enhance our existing business platform and provide us with the opportunity to grow our free cash flow.

The Transactions

        Concurrently with this offering we will:

•

effect a number of internal corporate transactions, including merging B&G Foods, Inc. with B&G Foods Holding Corp., recapitalizing the equity interests of our existing stockholders, including, among other things, the conversion of each share of existing common stock into 109.8901 shares of Class B common stock;



•

enter into a $30.0 million senior secured revolving credit facility, which we refer to as the new revolving credit facility; and



•

offer $200.0 million aggregate principal amount of    % senior notes due 2011.

        The closing of this offering is conditioned upon our completion of these transactions.

        We estimate that we will sell 20,776,985 EISs and an additional $19.0 million aggregate principal amount of senior subordinated notes (not in the form of EISs) as part of this offering. Assuming an initial public offering price of $16.25 per EIS, which represents the mid-point of the range set forth on the cover of this prospectus, we estimate that we will receive aggregate net proceeds of $523.9 million from this offering of EISs and additional senior subordinated notes and the concurrent offering of senior notes after deducting underwriting discounts, commissions and other estimated offering expenses.

        We will use the net proceeds of this offering and the concurrent offering of senior notes and cash on hand:

•

to repay all outstanding borrowings under, and terminate, our current senior secured credit facility, which we refer to as our existing senior credit facility;



•

to retire our $220.0 million aggregate principal amount outstanding 9⁵/8% senior subordinated notes due 2007, which we refer to as our existing senior subordinated notes;



•

to repurchase all of our outstanding preferred stock from our existing stockholders; and



•

all remaining net proceeds will be used to repurchase 2,704,334 shares of our outstanding Class B common stock, options and warrants from our existing stockholders. Because we intend to use all remaining net proceeds to buy a fixed number of shares of Class B common stock from our existing stockholders, if the net proceeds that we receive in this offering are greater or less than anticipated, the price per share that we pay to our existing stockholders to redeem their shares of Class B common stock could be higher or lower than the price per share allocated to the Class A common stock included within the EISs. We do not intend to use any such additional proceeds for any other purpose.

        If the underwriters exercise their over-allotment option with respect to the EISs in full, we will use all of the additional net proceeds to repurchase 5,231,335 shares of our then outstanding Class B common stock and warrants from Bruckmann, Rosser, Sherrill & Co., L.P. (whom we refer to in this prospectus as our sponsor investor), Canterbury Mezzanine Capital II, L.P., Protostar Equity Partners, L.P. (whom we refer to in this prospectus collectively with our sponsor investor as our existing financial investors) and certain other non-management stockholders.

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        We refer to this offering, our entering into the new credit facility, the concurrent offering of senior notes, the repayment in full and termination of the existing senior credit facility, the repurchase of a portion of the outstanding Class B common stock including outstanding warrants and options for our Class B common stock and all the preferred stock of our existing stockholders, the internal corporate transactions and the retirement of our existing senior subordinated notes collectively as the Transactions. We refer to all of the Transactions other than this offering as the other Transactions. Each of the Transactions described above is conditioned upon our completion of the other Transactions.

        The following table illustrates the estimated sources and uses of the funds for the Transactions, assuming the Transactions all occurred on July 3, 2004. Actual amounts may differ.

Total Sources and Uses of Funds
(Dollars in thousands)

Sources(1)		Amount
EISs offered hereby(2)		$	337,626
% senior subordinated notes due 2016 sold separately			19,000
% senior notes due 2011			200,000
Cash on hand(3)			3,382
	Total sources	$	560,008

Uses		Amount
Repayment of existing senior credit facility(4)		$	148,954
Retirement of existing senior subordinated notes(5)			228,823
Repurchase of preferred equity(6)			119,488
Repurchase of Class B common stock, options and warrants from existing investors(7)(9)			24,537
Transaction fees, prepayment penalties, expenses and transaction bonuses(8)(9)			38,206
	Total uses	$	560,008

(1)

We do not expect any borrowings under the new revolving credit facility upon the completion of the Transactions.

(2)

If the over-allotment option with respect to the EISs is exercised in full, the net proceeds from this offering of EISs and additional senior subordinated notes and the concurrent offering of senior notes are expected to be approximately $571.5 million.

(3)

Immediately following the closing of the Transactions, we expect to have a minimum of $10.0 million of cash on our consolidated balance sheet.

(4)

Reflects the repayment of $149.0 million of term loan borrowings under our existing senior credit facility and accrued and unpaid interest. The proceeds of the six-year term loan and of certain drawings under the five-year revolving credit facility were used to fund the acquisition of the Ortega line of products and to pay related transaction fees and expenses and to fully pay off our remaining obligations under the term loan of our then-existing term loan agreement. With respect to our existing senior credit facility, interest is determined based on several alternative rates, including the base lending rate per annum plus an applicable margin, or LIBOR plus an applicable margin (4.59% at July 3, 2004). We have no revolving credit facility borrowings under our existing senior credit facility.

(5)

Reflects the retirement of $220.0 million aggregate principal amount of our existing 9⁵/8% senior subordinated notes due 2007 plus accrued and unpaid interest.

(6)

Reflects the repurchase of all of our issued and outstanding 13% Series A cumulative preferred stock, 13% Series B cumulative preferred stock and Series C senior preferred stock.

(7)

Reflects the repurchase of 2,704,334 shares of our outstanding Class B common stock, including all of our outstanding options and a portion of our outstanding warrants to purchase Class B common stock. If the underwriters exercise their

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over-allotment option in full, we will use all of the additional net proceeds to repurchase an additional 5,231,335 outstanding shares of our Class B common stock, including all of our remaining outstanding warrants, owned by certain of our existing stockholders. The holders of the existing warrants have notified us that any existing warrants not repurchased by us upon the initial closing of the Transactions or on or prior to the date of expiration of the underwriters' over-allotment option will be exercised on such expiration date, and all holders of these remaining warrants will receive shares of Class B common stock pursuant to the terms of their warrants.

(8)

Includes (i) $20.2 million of debt issuance costs related to the Transactions, (ii) fees associated with the Class A common stock portion of the EISs of $14.2 million and (iii) other costs of $5.5 million which will be expensed when incurred. Of these fees, $1.7 million have been paid as of July 3, 2004.

(9)

Our board of directors has approved in principle a transaction bonus plan that will provide our six most senior executive officers upon completion of this offering cash compensation in an aggregate amount, if any, equal to the amount by which the aggregate value of the Class B common stock retained by all members of our management plus the aggregate cash proceeds they receive upon the repurchase of their existing equity does not equal at least 10% of the total equity value of our company. If the initial public offering price is $16.25, the mid-point of the range set forth on the cover page of this prospectus, we estimate the total compensation payable to the six most senior executive officers would be approximately zero and if the initial public offering price is $15.50, the low-point of the range, the total compensation payable would be $2.1 million. Any such cash compensation paid to the six most senior executive officers will reduce the cash proceeds of the Transactions available to repurchase our existing equity and will not result in any increase in borrowings under our new revolving credit facility or reduce the amount of cash on our consolidated balance sheet at the closing date.

        The closing of this offering of EISs and additional senior subordinated notes is conditioned upon our completion of the other Transactions.

        New Revolving Credit Facility.    Concurrently with this offering, we will enter into a $30.0 million new senior secured revolving credit facility. The new revolving credit facility will have a five-year maturity. The new revolving credit facility contains restrictions on our ability to pay dividends on the shares of Class A common stock that constitute the EISs and our Class B common stock. The new revolving credit facility will be undrawn at closing, and we expect to have $29.4 million of availability immediately following the offering (net of $0.6 million reserved for issued and outstanding letters of credit). See "Description of Certain Indebtedness—New Revolving Credit Facility" for a summary of the terms of the new revolving credit facility.

        Senior Notes.    Concurrently with this offering, we will offer $200.0 million aggregate principal amount of     % senior notes due 2011. The indenture governing the senior notes will contain restrictions on our ability to pay dividends on the shares of Class A common stock included in the EISs and our Class B common stock. See "Description of Certain Indebtedness—New Senior Notes."

        Retirement of the Existing Senior Subordinated Notes.    The existing senior subordinated notes bear cash interest at a rate of 9⁵/8% per year. Immediately following and subject to the completion of the Transactions, we intend to retire the $220.0 million aggregate principal amount outstanding of the existing senior subordinated notes.

        Repayment of the Existing Senior Credit Facility.    The existing senior credit facility consists of a term loan and a revolving credit facility. We expect to repay the outstanding principal amount outstanding under the existing senior credit facility of $149.0 million, consisting entirely of term loan borrowings, plus accrued and unpaid interest. These term loan borrowings bear interest at LIBOR plus an applicable margin (4.59% as of July 3, 2004). The terms of the existing senior credit facility allow us to prepay without premium or penalty.

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Our Existing Stockholders

        Our existing financial investors, selected members of management and certain others, are the owners of all of our outstanding preferred stock, Class B common stock, options and warrants.

        Upon consummation of the Transactions, our existing financial investors will beneficially own 11,502,065 shares of our outstanding Class B common stock, representing approximately 34.3% of our outstanding capital stock (or 6,270,730 shares, representing approximately 19.9% of our outstanding capital stock, if the over-allotment option with respect to the EISs is exercised in full), and selected members of management will own 1,285,716 shares of our outstanding Class B common stock, representing approximately 3.8% of our outstanding capital stock (or 1,285,716 shares, representing approximately 4.1% if the over-allotment option with respect to the EISs is exercised in full). Following the fifth anniversary of the closing of this offering, holders of our Class B common stock may demand registration of their Class B common stock. In addition, beginning on the 181^st day following this offering, the holders of our Class B common stock may sell shares of Class B common stock to a third party in a private sale (other than to the public), subject to certain restrictions. See "Certain Relationships and Related Transactions—Stockholders Agreement and Registration Rights Agreement—Stockholders Agreement."

Other Information About This Prospectus

        Unless we specifically state otherwise, the share, per share, option and warrant information included in this prospectus reflect the conversion in the merger of B&G Foods, Inc. with and into B&G Holdings of each of the shares of our existing common stock (which we refer to as our Class B common stock) into 109.8901 shares of our Class B common stock to become effective simultaneously with the closing of this offering. Throughout this prospectus, we have assumed an initial public offering price of $16.25 per EIS (comprised of $7.15 principal amount allocated to each senior subordinated note and $9.10 allocated to each share of Class A common stock), which represents the mid-point of the range set forth on the cover page of this prospectus. Throughout this prospectus, we have also assumed an interest rate of 12.0% for the senior subordinated notes.

        The information in this prospectus, unless otherwise indicated, does not take into account the exercise by the underwriters of their over-allotment option with respect to the EISs.

        Throughout this prospectus we use the terms "EBITDA" and "EBITDA margin," which are not indicators of performance or other measures determined in accordance with Generally Accepted Accounting Principles in the United States (GAAP) and are fully described under "Management's Discussion and Analysis of Financial Condition and Results of Operations."

        Unless the context otherwise requires, references in this prospectus to the "offering" refer collectively to the offering of EISs, including the shares of Class A common stock and senior subordinated notes represented by such EISs, and $19.0 million aggregate principal amount of senior subordinated notes offered separately (not in the form of EISs).

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Our Corporate Information

        We are a Delaware corporation. Our corporate headquarters are located at Four Gatehall Drive, Suite 110, Parsippany, New Jersey 07054, and our telephone number is (973) 401-6500. Our web site address is www.bgfoods.com. The information contained on our web site is not part of this prospectus and is not incorporated in this prospectus by reference.

Credit Ratings

        On May 4, 2004, Standard & Poor's Ratings Services and Moody's Investors Service issued press releases announcing changes to our corporate credit ratings. Standard & Poor's lowered our corporate credit and existing senior secured debt ratings to 'B' from 'B+' and lowered our existing subordinated debt ratings to 'CCC+' from 'B-'. Standard & Poor's assigned a 'BB-' rating to our new revolving credit facility, a 'B' rating to our senior notes and a 'CCC+' rating to our senior subordinated notes (including the senior subordinated notes comprising EISs). These ratings reflect, among other things, the impact of the offering of the EISs and the other Transactions. Moody's lowered our senior implied rating to 'B2' from 'B1' and our unsecured issuer rating to 'B3' from 'B2'. Moody's assigned a 'B1' rating to our new revolving credit facility, a 'B2' rating to our senior notes and a 'Caa1' rating to our senior subordinated notes (including the senior subordinated notes comprising EISs). The assignments of ratings by both Standard & Poor's Ratings Services and Moody's Investors Service are subject to review of final documentation. We expect ratings for our existing senior credit facility and existing senior subordinated notes will be withdrawn by both Standard & Poor's and Moody's upon closing of the Transactions.

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The Offering

Summary of the EISs and Senior Subordinated Notes

        We are offering 20,776,985 EISs at an assumed initial public offering price of $16.25 per EIS, and $19.0 million aggregate principal amount of additional senior subordinated notes sold separately (not in the form of EISs).

What are EISs?

        EISs, or Enhanced Income Securities, are units comprised of our Class A common stock and senior subordinated notes. Each EIS initially represents one share of our Class A common stock and one        % senior subordinated note with $7.15 principal amount.

What payments can I expect to receive as a holder of EISs or senior subordinated notes?

        You will be entitled to receive quarterly interest payments at an assumed annual rate of 12.0% of the aggregate principal amount of senior subordinated notes held separately or represented by your EISs, or approximately $0.858 per EIS, or per senior subordinated note held separately, per year.

        You may also receive quarterly dividend payments on the shares of Class A common stock represented by your EISs if and to the extent dividends are declared by our board of directors and permitted by applicable law and the terms of our then existing indebtedness. The new revolving credit facility and the indentures governing our senior notes and our senior subordinated notes will each contain restrictions on our ability to declare and pay dividends on our Class A and Class B common stock. We intend to make our first dividend payment on our Class A common stock on January 30, 2005, to holders of record as of December 31, 2004. Such dividend payment will be a partial quarterly dividend payment for the period commencing on the date of completion of this offering and ended on January 1, 2005. We intend to make our first dividend payment on our Class B common stock on February 20, 2006, to holders of record as of December 31, 2005. Such dividend payment will be an annual dividend payment for the year ending December 31, 2005. Under our dividend policy, we intend to pay quarterly dividends of $0.212 per share of Class A common stock through the first four full quarterly dividend payment periods following the closing of this offering, and we intend to pay an annual dividend per share of Class B common stock equal to Class B Available Cash (as defined herein under "Dividend Policy and Restrictions—General") for that period, divided by the number of shares of Class B common stock outstanding on the record date for such period, subject to the subordination provisions described herein under "Description of Capital Stock—Class B Common Stock." Assuming we pay quarterly and annual dividends as intended under our dividend policy, and assuming our EBITDA for the twelve months ended December 31, 2005 were equal to our pro forma as adjusted EBITDA for the twelve months ended July 3, 2004 ($73.4 million), this would equate to $0.848 of dividends per share of Class A common stock and $0.48 per share of Class B common stock for the period beginning January 2, 2005 through December 31, 2005, the first four full quarterly dividend payment periods and the first annual dividend payment period, respectively, following the closing of this offering. However, notwithstanding the dividend policy, the amount of dividends, if any, for each quarterly dividend payment date, including the January 30, 2005 dividend payment date, will be determined by our board of directors on a quarterly basis after taking into account various factors, including our results of operations, cash requirements, financial condition, the dividend restrictions set forth in the indentures governing our senior subordinated notes and our senior notes and the terms of our new revolving credit facility, provisions of applicable law and other factors that our board of directors may deem relevant.

Dividend payments are not mandatory or guaranteed and holders of our common stock do not have any legal right to receive, or require us to pay, dividends. Furthermore, our board of directors may, in its sole discretion, modify or repeal this dividend policy at any time. We cannot assure you

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that we will pay dividends at the level set forth above or at all. See "Dividend Policy and Restrictions" and "Risk Factors—You may not receive the level of dividends provided for in the dividend policy our board of directors will adopt upon the closing of this offering, or any dividends at all."

        We intend to make interest payments on our senior subordinated notes and, if declared, dividend payments on our Class A common stock on January 30, April 30, July 30 and October 30 of each year to holders of record on the preceding December 31, March 31, June 30 and September 30, respectively. We intend to make annual dividend payments on our Class B common stock, if declared, on February 20 of each year to holders of record on the preceding December 31. Subsequent to January 2, 2010, we intend to pay dividends on our Class B common stock quarterly on January 30, April 30, July 30 and October 30 of each year to holders of record on the preceding December 31, March 31, June 30 and September 30.

Will my rights as a holder of an EIS be any different than the rights of a beneficial owner of separately held Class A common stock and senior subordinated notes?

        No. As a holder of EISs, you are the beneficial owner of Class A common stock and senior subordinated notes represented by your EISs. As such, through your broker or other financial institution and The Depository Trust Company, or DTC, you will have exactly the same rights, privileges, and preferences, including rights to receive distributions and interest, rights and preferences in the event of a default under the indenture governing our senior subordinated notes, ranking upon bankruptcy and rights to receive communications and notices as a beneficial owner of separately held Class A common stock and senior subordinated notes, as applicable, would have through its broker or other financial institution and DTC.

Do I have voting rights as a holder of EISs?

        Yes. As a holder of EISs, you will be able to vote with respect to the underlying shares of Class A common stock. The existing financial investors, along with select members of our management, through their ownership of shares of Class B common stock, will own 38.1% of the voting power of our common stock outstanding immediately following the offering of the EISs (or 24.0% if the over-allotment option with respect to the EISs is exercised in full). Shares of our Class A common stock and shares of our Class B common stock are entitled to the same voting rights per share and vote together as a single class on all matters with respect to which holders are entitled to vote. Therefore, the existing financial investors, and selected members of our management, or their transferees, will greatly influence the outcome of all matters presented to our stockholders for a vote unless the underwriters exercise their over-allotment option with respect to the EISs. In addition, so long as our sponsor investor holds 10% or more of the outstanding shares of Class A and Class B common stock in the aggregate, holders of our Class B common stock will have the exclusive right to elect two directors to the board of directors.

What will happen to the EIS units I hold upon a stock split, recombination or reclassification of the Class A common stock?

        The ratio of Class A common stock to principal amount of senior subordinated notes represented by an EIS is subject to change in the event of a stock split, recombination or reclassification of our Class A common stock. For example, if we effect a two-for-one stock split of our Class A common stock, from and after the effective date of the stock split, each EIS will represent two shares of Class A common stock and the same principal amount of senior subordinated notes as it previously represented. Likewise, if we effect a recombination or reclassification of our Class A common stock, each EIS will thereafter represent the appropriate number of shares of Class A common stock on a recombined or reclassified basis, as applicable, and the same principal amount of senior subordinated notes as it previously represented.

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Can I separate my EISs into shares of Class A common stock and senior subordinated notes or recombine shares of Class A common stock and senior subordinated notes to form EISs?

        Yes. Holders of EISs, whether purchased in this offering or in subsequent offerings of EISs of the same series, may, through their broker or other financial institution, separate the EISs into shares of Class A common stock and senior subordinated notes represented thereby at any time after the earlier of 45 days from the date of original issuance of the EISs or the occurrence of a change of control. Similarly, any holder of shares of Class A common stock and senior subordinated notes may, at any time, through his or her broker or other financial institution, recombine the applicable number of shares of Class A common stock and principal amount of senior subordinated notes to form EISs. Separation and recombination of EISs may involve transaction fees charged by your broker and/or financial intermediary.

Will the EISs be listed on an exchange?

        Yes. The EISs have been approved for listing on the American Stock Exchange under the trading symbol "BGF."

Will the senior subordinated notes or shares of our Class A common stock represented by the EISs be separately listed on an exchange?

        The senior subordinated notes represented by the EISs and the additional senior subordinated notes sold separately (not in the form of EISs) will not be listed on any exchange. Our shares of Class A common stock will not be listed for separate trading on the American Stock Exchange until a sufficient number of shares are held separately and not in the form of EISs as may be necessary to satisfy applicable listing requirements. We will apply to list the shares of our Class A common stock for separate trading on the American Stock Exchange (or any other exchange or quotation system on which the EISs are then listed, or were previously listed) when the shares of Class A common stock held separately and not in the form of EISs satisfy applicable listing requirements for a period of 30 consecutive trading days. The senior subordinated notes and Class A common stock represented by the EISs will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended, or the Securities Act, unless they are purchased by affiliates as that term is defined in Rule 144 under the Securities Act.

Will the additional senior subordinated notes to be sold separately (not in the form of EISs) be the same as the senior subordinated notes issued as a component of the EISs?

        Yes. The additional senior subordinated notes to be sold separately (not in the form of EISs) will be substantially identical to the senior subordinated notes represented by EISs and will be part of the same series of notes and issued under the same indenture. Accordingly, holders of additional senior subordinated notes sold separately (not in the form of EISs) and holders of senior subordinated notes represented by EISs will vote together as a single class, in proportion to the aggregate principal amount of notes they hold, on all matters on which holders of senior subordinated notes are entitled to vote under the indenture governing the senior subordinated notes.

In what form will EISs and the securities represented by the EISs and the additional senior subordinated notes sold separately be issued?

        The EISs and the securities represented by the EISs and the additional senior subordinated notes sold separately (not in the form of EISs) will initially be issued in book-entry form only. This means that you will not be a registered holder of EISs or the securities represented by the EISs or the additional senior subordinated notes sold separately (not in the form of EISs), and you will not receive a certificate for your EISs or the securities represented by the EISs or the additional senior

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subordinated notes sold separately (not in the form of EISs). You must rely on your broker or other financial institution that will maintain your book-entry position to receive the benefits and exercise the rights of a holder of EISs and additional senior subordinated notes. Following the separation, if any, of your EISs into the component Class A common stock and senior subordinated notes, the Class A common stock and the senior subordinated notes may be held in book-entry form or, if requested by you, the Class A common stock in registered form.

        A registered holder of Class A common stock, including a holder of EISs that requests that the EISs be separated, has the right to obtain a certificate representing its shares of Class A common stock. If a holder of EISs requests certificated shares of Class A common stock, such holder's EISs must be split into the component Class A common stock and senior subordinated notes, and for so long as the shares of Class A common stock are held in separately certificated form, the shares of Class A common stock may no longer be eligible for inclusion in DTC's book-entry clearance and settlement system described under the heading "Description of Enhanced Income Securities (EISs)
—Book-Entry Clearance and Settlement." However, if a holder of separately certificated shares of Class A common stock is subsequently willing to forgo being a registered holder of shares and deposits the shares in an eligible institution, those shares of Class A common stock may again become DTC eligible.

        EISs and, subject to certain exceptions described under "Description of Senior Subordinated Notes—Exchange of Global Notes for Certificated Notes," the senior subordinated notes may only be held in book-entry form.

Will my EISs automatically separate into shares of Class A common stock and senior subordinated notes upon the occurrence of certain events?

        Yes. Separation of all of the EISs will occur automatically upon the redemption of all or a portion of the senior subordinated notes, upon maturity of the senior subordinated notes or upon certain bankruptcy events. See "Description of the Enhanced Income Securities (EISs)—Automatic Separation."

What will happen if B&G Foods issues additional EISs or senior subordinated notes of the same series in the future?

        We may conduct future financings by selling additional EISs or senior subordinated notes of the same series, which will have terms that are identical to those of the EISs or senior subordinated notes (not in the form of EISs) being sold in this offering, except that if EISs are issued 45 days or more from the closing of this offering, they will be immediately separable, and if they are issued less than 45 days from the closing of this offering, they will be separable on the same date as the EISs issued hereunder may separate. Additional EISs will represent the same proportions of Class A common stock and senior subordinated notes as are represented by the then outstanding EISs. Although the senior subordinated notes represented by such EISs or sold separately (as the case may be) will have terms that are substantially identical (except for the issuance date) to the senior subordinated notes being sold in this offering and will be part of the same series of senior subordinated notes for all purposes under the indenture, it is possible that the new senior subordinated notes will be sold with original issue discount (referred to as OID) for U.S. federal income tax purposes. If such senior subordinated notes are issued with OID, or any senior subordinated notes are issued after an issuance of notes with OID, all holders of EISs of the same series (including the EISs being offered hereby) and of outstanding senior subordinated notes not held in EISs (including the senior subordinated notes being offered hereby) will automatically exchange a ratable portion of their outstanding senior subordinated notes for a portion of the new senior subordinated notes, whether held directly or in the form of EISs, and will thereafter hold a unit consisting of new senior subordinated notes and old senior subordinated notes with a new CUSIP number or a new EIS (consisting of such note unit and Class A common

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stock) with a new CUSIP number. As a result of such exchanges, we intend to allocate and report the OID associated with the sale of the new senior subordinated notes among all holders of senior subordinated notes on a pro rata basis, which may adversely affect your tax treatment. See "—What will be the U.S. federal income tax considerations in connection with a subsequent issuance of senior subordinated notes of the same series?" In addition, if such senior subordinated notes are issued with OID, holders of such senior subordinated notes may not be able to recover the portion of their principal amount treated as unaccrued OID in the event of an acceleration of the senior subordinated notes or a bankruptcy of the issuer prior to the maturity of the senior subordinated notes. See "Risk Factors—Holders of subsequently issued senior subordinated notes may not be able to collect their full stated principal amount prior to maturity."

        We will immediately file with the Securities and Exchange Commission a Current Report on Form 8-K (or any other applicable form) to announce and quantify any changes in the ratio of EIS components or changes in OID attributed to the senior subordinated notes.

What will be the U.S. federal income tax consequences of an investment in EISs?

        Certain aspects of the U.S. federal income tax consequences of the purchase, ownership, and disposition of the EISs being offered hereby are not entirely clear. We intend to treat the purchase of EISs in this offering as the purchase of shares of our Class A common stock and senior subordinated notes and, by purchasing EISs, you will agree to such treatment. Under the terms of the indenture governing the senior subordinated notes, by acceptance of a beneficial ownership interest in the senior subordinated notes, you will be deemed to have agreed to allocate the purchase price of the EISs between those shares of Class A common stock and senior subordinated notes in proportion to their respective initial fair market values, which will establish your initial tax basis. We expect to report the initial fair market value of each share of Class A common stock as $9.10 and the initial fair market value of each of our         % senior subordinated notes as $7.15, assuming an initial public offering price of $16.25 per EIS. By purchasing EISs, you will agree to and be bound by this allocation.

        We believe that the senior subordinated notes should be treated as debt for U.S. federal income tax purposes. However, this position may not be sustained if challenged by the IRS. If the senior subordinated notes were treated as equity rather than debt for U.S. federal income tax purposes, then all or a portion of the stated interest on the senior subordinated notes could be treated as a dividend (but would likely not qualify for the special dividend rate described below), and would not be deductible by us for U.S. federal income tax purposes, which could materially increase our taxable income and significantly reduce our future cash flow available to make dividend and interest payments on our common stock and senior subordinated notes. In addition, if any payments were treated as dividends, such payments to holders of our EISs or senior subordinated notes (not in the form of EISs) who are not U.S. persons would generally be subject to U.S. federal withholding taxes at rates of up to 30%. Payments to non-U.S. holders would not be grossed-up on account of any such taxes.

        Dividends, if any, paid on the Class A common stock through 2008, under current legislation and to the extent those dividends are paid out of our earnings and profits, will be generally taxable to you, if you are an individual, at long-term capital gains rates. Interest income on the senior subordinated notes will be taxable to you at ordinary income rates.

What will be the U.S. federal income tax consequences of a subsequent issuance of senior subordinated notes of the same series?

        The U.S. federal income tax consequences to you of the subsequent issuance of senior subordinated notes with OID (or any issuance of senior subordinated notes thereafter) pursuant to an offering by us of EISs or senior subordinated notes of the same series are not clear. The indenture governing the senior subordinated notes and the agreements with DTC will provide that, in the event there is a subsequent

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issuance by us of senior subordinated notes of the same series with a new CUSIP number having substantially identical terms as the senior subordinated notes (or any issuance of senior subordinated notes thereafter), each holder of senior subordinated notes or EISs (as the case may be) agrees that a portion of such holder's senior subordinated notes will be automatically exchanged for a portion of the senior subordinated notes acquired by the holders of such subsequently issued senior subordinated notes and the records of any record holders of the senior subordinated notes will be revised to reflect such exchanges. Consequently, immediately following each such subsequent issuance and exchange, without any further action by such holder, each holder of senior subordinated notes or EISs (as the case may be) will own an inseparable unit composed of senior subordinated notes of each separate issuance in the same proportion as each other holder (and, for any such holder of EISs, such inseparable unit composed of senior subordinated notes will be included in such holder's EISs). However, the aggregate stated principal amount of senior subordinated notes owned by each holder will not change as a result of such subsequent issuance and exchange. It is unclear whether the exchange of senior subordinated notes for subsequently issued senior subordinated notes results in a taxable exchange for U.S. federal income tax purposes, and it is possible that the IRS might successfully assert that such an exchange should be treated as a taxable exchange. Regardless of whether the exchange is treated as a taxable event, such exchange may result in holders having to include OID in taxable income as it accrues on the senior subordinated notes, in addition to stated interest, and to suffer other potentially adverse U.S. federal income tax consequences. Because a subsequent issuance will affect the senior subordinated notes in the same manner regardless of whether the senior subordinated notes are held as part of EISs or directly, the recombination of senior subordinated notes and shares of Class A common stock to form EISs or the separation of EISs should not affect your tax treatment. See "Material U.S. Federal Income Tax Considerations."

        Following the subsequent issuance and exchange, we (and our agents) will report any OID on the subsequently issued senior subordinated notes ratably among all holders of senior subordinated notes and EISs, and each holder of senior subordinated notes and EISs will, by purchasing EISs, agree to report OID in a manner consistent with this approach. However, the IRS may assert that any OID should be reported only to the persons that initially acquired such subsequently issued senior subordinated notes (and their transferees) and thus may challenge the holders' reporting of OID on their tax returns. Such a challenge could create significant uncertainties in the pricing of the EISs and senior subordinated notes and could adversely affect the market for EISs and senior subordinated notes.

        Because there is no statutory, judicial or administrative authority directly addressing the tax treatment of the EISs or instruments similar to the EISs, we urge you to consult your own tax advisor concerning the tax consequences of an investment in the EISs. For additional information, see "Material U.S. Federal Income Tax Considerations."

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Summary of the Common Stock

Issuer	B&G Foods Holdings Corp.
Shares of Class A common stock to be outstanding following the offering	20,776,985 shares (or 23,893,533 shares if the underwriters exercise their over-allotment option with respect to the EISs in full).
Shares of Class B common stock to be outstanding following the offering	12,787,781 shares (or 7,556,446 shares if the underwriters exercise their over-allotment option with respect to the EISs in full).
Total shares of common stock to be outstanding following the offering	33,564,766 shares (or 31,449,979 shares if the underwriters exercise their over-allotment option with respect to the EISs in full).
Voting rights	Subject to applicable law, each outstanding share of our Class A and Class B common stock will carry one vote per share and will vote together as a single class on all matters presented to the stockholders for a vote, except that so long as our sponsor investor, together with its affiliates, beneficially owns more than 10% of the outstanding shares of Class A and Class B common stock in the aggregate on a fully-diluted basis, the holders of our Class B common stock will have the exclusive right to elect two directors to our board of directors.
Listing	The shares of our Class A common stock offered hereby will be freely tradeable without restriction or further registration under the Securities Act, unless they are purchased by "affiliates" as this term is defined in Rule 144 under the Securities Act of 1933. Our shares of Class A common stock will not initially be listed for separate trading on the American Stock Exchange. We will apply to list the shares of Class A common stock for separate trading on the American Stock Exchange (or any other exchange or quotation system on which the EISs are then listed, or were previously listed) when the shares held separately and not in the form of EISs satisfy applicable listing requirements for a period of 30 consecutive trading days as described under "Description of Enhanced Income Securities (EISs)." Our shares of Class B common stock will not be listed for separate trading and will have limitations on their transferability.
Dividends	Prior to the completion of this offering, our board of directors will adopt a dividend policy that reflects a basic judgment that our stockholders would be better served if we distributed our cash available to pay dividends to them instead of retaining it in our business. Under this policy, cash generated by our company in excess of operating needs, interest and principal payments on indebtedness, capital expenditures sufficient to maintain our properties and other assets and $6.0 million of dividend restricted cash (that can be used for the payment of dividends on the Class A common stock or for any other purpose other than the payment of dividends on the Class B common stock) would in general be distributed as regular quarterly and annual cash dividends (up to the intended dividend rates set forth below) to the holders of our Class A and Class B common stock, respectively, and not be retained by us as cash on our consolidated balance sheet.

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You will receive quarterly dividends on our Class A common stock if and to the extent dividends are declared by our board of directors and permitted by applicable law and the terms of our then outstanding indebtedness. Specifically, the senior subordinated notes indenture, our new revolving credit facility and the senior notes indenture will each restrict our ability to declare and pay dividends on our Class A and Class B common stock as described in detail under "Dividend Policy and Restrictions."

Our board of directors currently intends to declare regular quarterly dividends on our Class A common stock and, subject to the subordination provisions described herein, regular annual dividends on our Class B common stock. We intend to make our first dividend payment on our Class A common stock on January 30, 2005, to holders of record as of December 31, 2004. Such dividend payment will be a partial quarterly dividend payment for the period commencing on the closing of this offering and ending on January 1, 2005. We intend to make our first dividend payment on our Class B common stock on February 20, 2006 to holders of record as of December 31, 2005. Such dividend payment will be an annual dividend payment for the year ending December 31, 2005. Under our dividend policy, we intend to pay quarterly dividends of $0.212 per share of Class A common stock through the first four full quarterly dividend payment periods following the closing of this offering, and we intend to pay an annual dividend per share of Class B common stock equal to Class B Available Cash (as defined herein under "Dividend Policy and Restrictions—General") for that period, divided by the number of shares of Class B common stock outstanding on the record date for such period, subject to the subordination provisions described herein under "Description of Capital Stock—Class B Common Stock." Assuming we pay quarterly and annual dividends as intended under our dividend policy, and assuming our EBITDA for the twelve months ended December 31, 2005 were equal to our pro forma as adjusted EBITDA for the twelve months ended July 3, 2004 ($73.4 million), this would equate to $0.848 of dividends per share of Class A common stock and $0.48 per share of Class B common stock for the period beginning January 2, 2005 through December 31, 2005, the first four full quarterly dividend payment periods and the first annual dividend payment period, respectively, following the closing of this offering. The amount of dividends, if any, for each dividend payment date, including the January 30, 2005 dividend payment date, will be determined by our board of directors on a quarterly basis after taking into account various factors, including our results of operations, cash requirements, financial condition, the dividend restrictions set forth in the indentures governing our senior subordinated notes and our senior notes and the terms of our new revolving credit facility, provisions of applicable law and other factors that our board of directors may deem relevant.

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Under our certificate of incorporation, for each annual dividend payment period after December 30, 2006 and through January 2, 2010, if we declare and pay dividends on our Class A common stock, the holders of our Class B common stock will have the right (subject to the subordination provisions described below) to dividend payments equal to Class B available for cash (or up to 1.1 times the amount of dividends paid per share to the holders of our Class A common stock). For quarterly periods subsequent to January 2, 2010, if we declare and pay dividends on our Class A common stock, the holders of our Class B common stock will be entitled to dividend payments of 1.1 times the amount paid per share to the holders of our Class A common stock.
Under our organizational documents, with respect to the annual dividend payment period in which the consummation of the offering occurs and through the dividend payment dates with respect to the quarterly and annual dividend payment periods ending January 2, 2010, dividends on our Class B common stock will be subordinated to the payment of dividends on our Class A common stock. Specifically,
•	an annual dividend on our Class B common stock may only be declared if we have declared and paid dividends on our Class A common stock at no less than the quarterly rate of $0.212 per share for each of the four full fiscal quarters corresponding to such annual dividend payment period of the Class B common stock; and
•	no dividends on our Class B common stock may be declared with respect to any period unless the "Class B Threshold Amount" (as defined under "Description of Capital Stock—Common Stock—Rights to Dividends and on Liquidation, Dissolution and Winding Up") as of the last day of such period is at least $10.0 million.

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	The subordination of dividends on our Class B common stock will be suspended upon the occurrence of any default or event of default under the indentures governing the senior notes and the senior subordinated notes and will become applicable again upon the cure of any default or event of default. Dividends on our Class B common stock will not be subordinated to dividends on our Class A common stock for any dividend period subsequent to January 2, 2010. If for any dividend payment date after the February 20, 2010 dividend payment date the amount of cash to be distributed is insufficient to pay dividends at the levels described above on our Class A and Class B common stock, any shortfall will reduce the dividends on the Class A and Class B common stock pro rata.
	Dividend payments are not mandatory or guaranteed and holders of our common stock do not have any legal right to receive, or require us to pay, dividends. Furthermore, our board of directors may, in its sole discretion, amend or repeal this dividend policy with respect to the Class A and Class B common stock at any time. Our board of directors may decrease the level of dividends for the Class A and Class B common stock below the intended dividend rates set forth above or discontinue entirely the payment of dividends. See "Dividend Policy and Restrictions" and "Risk Factors—You may not receive the level of dividends provided for in the dividend policy our board of directors will adopt upon the closing of this offering, or any dividends at all."
Dividend payment dates	We intend to pay dividends on our Class A common stock quarterly on January 30, April 30, July 30 and October 30 of each year to holders of record on the preceding December 31, March 31, June 30 and September 30, respectively, commencing January 30, 2005. We intend to pay dividends on our Class B common stock annually, subject to the subordination provisions described herein, on February 20 of each year to holders of record on the preceding December 31, commencing February 20, 2006. For years ending subsequent to January 2, 2010, we intend to pay dividends on our class B common stock quarterly on January 30, April 30, July 30 and October 30 of each year to holders of record on the preceding December 31, March 31, June 30 and September 30.

18

Summary of Our Senior Subordinated Notes

Issuer	B&G Foods Holdings Corp.
Senior subordinated notes to be outstanding following the offering	•	$148.6 million aggregate principal amount represented by EISs (or $170.8 million aggregate principal amount if the underwriters exercise their over-allotment option with respect to the EISs in full); and
	•	$19.0 million aggregate principal amount sold separately (not in the form of EISs).
Interest rate	% per annum.
Interest payment dates	Interest on the senior subordinated notes will be payable quarterly in arrears on January 30, April 30, July 30 and October 30 commencing on             , 2005.
Maturity date	The senior subordinated notes will mature on                  , 2016, unless earlier redeemed at our option as described under "Description of Senior Subordinated Notes—Optional Redemption."
Optional redemption	We may not redeem the notes prior to                        , 2009.
	On and after            , 2009, we may redeem for cash all or part of the notes upon not less than 30 or more than 60 days' notice by mail to the owners of senior subordinated notes, at redemption prices described under "Description of Senior Subordinated Notes—Optional Redemption."
	If we redeem any senior subordinated notes, the senior subordinated notes and Class A common stock represented by each outstanding EIS will be automatically separated.
Change of control	Upon the occurrence of a change of control, as defined under "Description of Senior Subordinated Notes—Change of Control," unless we have exercised our right to redeem all senior subordinated notes as described above, each holder of the senior subordinated notes will have the right to require us to repurchase that holder's senior subordinated notes at a price equal to 101% of the principal amount of the senior subordinated notes being repurchased, plus any accrued and unpaid interest to the date of repurchase. In order to exercise this right, a holder must separate the senior subordinated notes and Class A common stock represented by such holder's EISs.
Ranking	The senior subordinated notes will be unsecured obligations and will be subordinated in right of payment to all of our existing and future senior secured and senior unsecured indebtedness, including the indebtedness under our new revolving credit facility and our senior notes. The senior subordinated notes will rank pari passu in right of payment with all of our senior subordinated indebtedness. At July 3, 2004, after giving pro forma effect to the Transactions, including the use of proceeds contemplated in this prospectus, we would have had approximately $200.0 million of senior indebtedness and approximately $0.6 million of letters of credit.

19

Note guarantees	The senior subordinated notes will be jointly and severally and fully and unconditionally guaranteed by all of our existing domestic subsidiaries and certain future domestic subsidiaries on an unsecured and senior subordinated basis on the terms set forth in the indenture. The senior subordinated note guarantees will be subordinated in right of payment to all existing and future senior indebtedness of the guarantors, including the indebtedness under our new revolving credit facility and our senior notes. Our present foreign subsidiary, Les Produits Alimentaires Jacques et Fils Inc., and any future foreign or partially owned domestic subsidiaries will not be guarantors of our senior subordinated notes. At July 3, 2004, after giving pro forma effect to the Transactions, including the use of proceeds contemplated in this prospectus, the guarantors would have had, in the aggregate, approximately $200.0 million of senior indebtedness and approximately $0.6 million of letters of credit.
Restrictive covenants	The indenture governing the senior subordinated notes will contain covenants with respect to us and will restrict:
	•	the incurrence of additional indebtedness and the issuance of capital stock;
	•	the payment of dividends or distributions on, and redemption of, capital stock;
	•	a number of other restricted payments, including certain investments;
	•	specified creation of liens, sale-leaseback transactions and sales of assets;
	•	fundamental changes, including consolidation, mergers and transfers of all or substantially all of our assets; and
	•	specified transactions with affiliates.
	The limitations and prohibitions described above are subject to a number of other important qualifications and exceptions described under "Description of Senior Subordinated Notes—Certain Covenants."
Procedures relating to subsequent issuances	The indenture governing the senior subordinated notes will provide that in the event we issue additional senior subordinated notes having substantially identical terms as the senior subordinated notes but a different CUSIP number (or any senior subordinated notes are issued thereafter), each holder of EISs or senior subordinated notes, as the case may be, agrees that a portion of such holder's senior subordinated notes, whether held as part of EISs or separately, will be automatically exchanged for a portion of the senior subordinated notes acquired by the holders of such subsequently issued senior subordinated notes, and the records of any record holders of senior subordinated notes will be revised to reflect such exchanges. Consequently, following each such subsequent issuance and exchange, without any action by such holder, each holder of EISs or separately held senior subordinated notes, as the case may be, will own an indivisible unit composed of notes of each separate issuance in the same proportion as each holder. However, the aggregate stated principal amount of notes owned by each holder will not change as a result of such subsequent issuance and exchange. The indenture governing the senior subordinated notes will permit issuances of additional notes for certain permitted purposes, subject to compliance with applicable debt covenants. The automatic exchange of notes summarized above should not impair the rights any holder would otherwise have to assert a claim under applicable securities laws against us with respect to the full amount of senior subordinated notes purchased by such holder. However, subsequent issuances of senior subordinated notes by us may adversely affect the tax and non-tax treatment of the EISs and senior subordinated notes. See "Risk Factors—Subsequent issuances of senior subordinated notes may cause you to recognize OID or taxable gain" and "Risk Factors—Holders of subsequently issued senior subordinated notes may not be able to collect their full stated principal amount prior to maturity."

20

Conditions to the offering	This offering will occur concurrently with and is conditioned upon the consummation of the other Transactions.
Listing	The senior subordinated notes will not be separately listed on any exchange.

Risk Factors

        You should carefully consider the information under the heading "Risk Factors" and all other information in this prospectus before investing in the EISs and the shares of our Class A common stock and/or senior subordinated notes.

21

SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

        The following summary historical and pro forma financial consolidated data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Selected Historical Consolidated Financial Data," "Unaudited Pro Forma Condensed Combined Financial Data" and our audited and unaudited consolidated financial statements and notes to those statements included in this prospectus. Our historical consolidated statement of operations data for the fiscal years ended December 29, 2001 (fiscal 2001), December 28, 2002 (fiscal 2002) and January 3, 2004 (fiscal 2003) have been derived from our audited consolidated financial statements, included elsewhere in this prospectus. Our historical consolidated statements of operations data for the twenty-six weeks ended June 28, 2003 and July 3, 2004 have been derived from our unaudited consolidated financial statements, included elsewhere in this prospectus.

        The following unaudited pro forma statement of operations data for the latest twelve months ended July 3, 2004 reflects the effect of our acquisition of the Ortega line of products as if it occurred on June 29, 2003. The unaudited pro forma as adjusted statement of operations data for the latest twelve months ended July 3, 2004 reflect our acquisition of the Ortega line of products, this offering and the other Transactions as if they had occurred on June 29, 2003. The unaudited pro forma and pro forma as adjusted consolidated financial data does not purport to represent what our results would have been if the acquisition of the Ortega line of products, this offering and the other Transactions had occurred at the dates indicated and it does not purport to represent a projection of our future results.

	Fiscal Year Ended									Twenty-six Weeks Ended						Latest Twelve Months Ended
																			July 3, 2004
	December 29, 2001			December 28, 2002			January 3, 2004			June 28, 2003			July 3, 2004			July 3, 2004
																			Pro Forma As Adjusted(11)
	Actual			Actual			Actual			Actual			Actual			Pro Forma(10)
										(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
	(Dollars in thousands, except ratios)
Statement of Operations Data(1):
Net sales	$	279,779	(2)	$	293,677		$	328,356		$	143,823		$	184,412		$	377,923		$	377,923
Cost of goods sold		192,525			203,707			226,174			100,250			125,960			257,483			257,483
Gross profit		87,254			89,970			102,182			43,573			58,452			120,440			120,440
Sales, marketing and distribution expenses		34,922	(2)		35,852			39,477			16,405			22,220			46,759			46,759
General and administrative expenses		14,120	(3)		4,911			6,313	(6)		2,725	(6)		2,355			5,943			6,943
Management fees-related party		500			500			500			250			250			500			—
Environmental clean-up expenses		950			100			—			—			—			—			—
Operating income		36,762			48,607			55,892			24,193			33,627			67,238			66,738
Gain on sale of assets		(3,112	)(4)		—			—			—			—			—			—
Derivative gain		—			(2,524	)(5)		—			—			—			—			—
Interest expense, net		29,847			26,626			31,205			13,997			15,606			31,111			38,560
Income before income taxes		10,027			24,505			24,687			10,196			18,021			36,127			28,178
Income taxes		4,029			9,260			9,519			3,925			6,956			13,945			10,876
Net income		5,998			15,245			15,168			6,271			11,065			22,182			17,302
Less: preferred stock dividends accumulated and related charges		10,352			11,739			13,336			6,576			7,690			14,450			—
Net (loss) income available to common stockholders	$	(4,354	)	$	3,506		$	1,832		$	(305	)	$	3,375		$	7,732		$	17,302
Other Financial Data(1):
EBITDA	$	54,164	(7)	$	56,431	(7)	$	61,906	(7)	$	26,934	(7)	$	36,864	(7)	$	73,863	(8)	$	73,363	(8)
Net cash provided by operating activities		21,470			26,417			27,431			11,353			9,932			28,161			21,201
Capital expenditures		(3,904	)		(6,283	)		(6,442	)		(3,065	)		(3,394	)		N/A			N/A
Payments for acquisition of business		—			—			(118,179	)		—			—			N/A			N/A
Net cash proceeds from sale of assets		24,090			—			—			—			—			N/A			N/A
Net cash (used in) provided by financing activities		(39,998	)		(19,351	)		89,470			(10,176	)		(750	)		N/A			N/A
Senior debt / EBITDA(13)		3.1x			1.0x			2.4x			0.8x	(12)		2.1x	(12)		2.0x			2.7x
Total debt / EBITDA		5.3x			4.9x			6.0x			4.7x	(12)		5.1x	(12)		5.0x			5.0x
EBITDA / Cash interest expense(14)		1.9x			2.4x			2.3x			2.2x	(12)		2.5x	(12)		2.7x			2.0x

22

        The table below shows unaudited summary historical financial data for the nine months ended June 28, 2003 and July 3, 2004. The nine months ended July 3, 2004 includes results of the Ortega brand previously acquired on August 21, 2003. This table should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Selected Historical Consolidated Financial Data" and our audited and unaudited consolidated financial statements and notes to those statements, included elsewhere in this prospectus.

        The results of operations for the nine months ended June 28, 2003 and July 3, 2004 are not necessarily indicative of the results to be expected for a full year.

	Nine Months Ended
	June 28, 2003			July 3, 2004
	(Unaudited)			(Unaudited)
	(Dollars in thousands)
Statement of Operations Data(1):
Net sales	$	222,540		$	285,635
Cost of goods sold		156,173			194,659
Gross profit		66,367			90,976
Sales, marketing and distribution expenses		25,775			35,478
General and administrative expenses		3,984			4,096
Management fees-related party		375			375
Environmental clean-up expenses		100			—
Operating income		36,133			51,027
Interest expense, net		20,836			23,588
Income before income taxes		15,297			27,439
Income tax expense		5,367			10,703
Net income		9,930			16,736
Less: preferred stock dividends accumulated and related charges		9,551			11,070
Net income available to common stockholders	$	379		$	5,666
Other Financial Data:
EBITDA(7)	$	40,288		$	56,046
Net cash provided by operating activities		23,496			29,667
Capital expenditures		4,080			5,437
Net cash used in financing activities		(15,175	)		(13,125	)

        The table below shows our summary balance sheet data as of July 3, 2004 on an actual basis derived from our unaudited consolidated financial statements, included elsewhere in this prospectus, and on an as adjusted basis to reflect the application of the proceeds of this offering and the effects of the other Transactions as if they had occurred on July 3, 2004.

	As of July 3, 2004
	Actual		As Adjusted
	(Unaudited)		(Unaudited)
	(Dollars in thousands)
Summary Balance Sheet Data:
Cash and cash equivalents	$	13,926	$	10,544
Net working capital(9)		68,054		85,117
Total assets		564,765		570,914
Total debt		368,162		367,555
Mandatorily redeemable preferred stock		46,298		—
Total stockholders' equity		57,992		128,330

(1)

The purchase method of accounting was used to account for the acquisition of the Ortega line of products from Nestlé Prepared Foods Company on August 21, 2003. We completed the sale of our wholly owned subsidiary, Burns & Ricker, Inc., to Nonni's Food Company, Inc. on January 17, 2001. Therefore, period to period comparisons may not be comparable.

23

(2)

Certain amounts in fiscal 2001 aggregating $52.7 million have been reclassified from sales, marketing and distribution expenses to a reduction of net sales in accordance with Emerging Issues Task Force (EITF) Issue No. 00-14, "Accounting for Certain Sales Incentives," and EITF Issue No. 00-25, "Vendor Income Statement Characterization of Consideration to a Purchaser of the Vendor's Products or Services," as codified by EITF Issue No. 01-09. These EITF pronouncements, which we adopted in 2002, require us to classify certain coupon and promotional expenses as a reduction of net sales. The reclassification had no effect on operating income.

(3)

We adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets," as of December 30, 2001. Effective December 30, 2001, we ceased the amortization of goodwill and trademarks. Amortization expenses related to goodwill and trademarks were $8.5 million in fiscal 2001.

(4)

The gain on sale of assets of $3.1 million relates to the sale of our wholly owned subsidiary, Burns & Ricker, to Nonni's Food Company, Inc. on January 17, 2001.

(5)

Derivative gain reflects the change in fair value over the life of our interest rate swap agreement from the date we entered into the agreement to the date the swap agreement was terminated.

(6)

General and administrative expenses include an unusual bad debt expense incurred for 2003 of $0.6 million ($0.4 million, net of taxes) relating to Fleming Companies, Inc., which filed for Chapter 11 Bankruptcy on April 1, 2003.

(7)

We define EBITDA as net income before interest expense, net, income taxes, depreciation and amortization. We believe that the most directly comparable GAAP financial measure to EBITDA is net cash provided by operating activities. We present EBITDA because we believe it is a useful indicator of our historical debt capacity and ability to service debt. We also present this discussion of EBITDA because covenants in our new revolving credit facility and the indentures governing the senior notes and the senior subordinated notes contain ratios based on this measure. EBITDA is not a substitute for operating income or net income, as determined in accordance with generally accepted accounting principles. EBITDA is not a complete net cash flow measure because EBITDA is a measure of liquidity that does not include reductions for cash payments for an entity's obligation to service its debt, fund its working capital, capital expenditures and acquisitions and pay its income taxes and dividends. Rather, EBITDA is one potential indicator of an entity's ability to fund these cash requirements. EBITDA also is not a complete measure of an entity's profitability because it does not include costs and expenses for depreciation and amortization, interest and related expenses and income taxes. Set forth below is a reconciliation of net income to EBITDA and a reconciliation of EBITDA to net cash provided by operating activities.

		Fiscal Year Ended									Twenty-six Weeks Ended
		December 29, 2001			December 28, 2002			January 3, 2004			June 28, 2003			July 3, 2004
		Actual			Actual			Actual			Actual			Actual
											(Unaudited)			(Unaudited)
		(Dollars in thousands)
Net income		$	5,998		$	15,245		$	15,168		$	6,271		$	11,065
Income taxes			4,029			9,260			9,519			3,925			6,956
Interest expense, net			29,847			26,626			31,205			13,997			15,606
Depreciation and amortization			14,290			5,300			6,014			2,741			3,237
	EBITDA		54,164			56,431			61,906			26,934			36,864
Income tax expense			(4,029	)		(9,260	)		(9,519	)		(3,925	)		(6,956	)
Interest expense, net			(29,847	)		(26,626	)		(31,205	)		(13,997	)		(15,606	)
Deferred income taxes			3,832			5,532			4,382			2,254			3,138
Amortization of deferred financing and bond discount			1,972			2,686			2,839			1,487			1,284
Write-off of pre-existing deferred debt issuance costs			—			—			1,831			—			—
Gain on sale of assets			(3,112	)		—			—			—			—
Changes in assets and liabilities, net of effects of business combination			(1,510	)		(2,346	)		(2,803	)		(1,400	)		(8,792	)
	Net cash provided by operating activities	$	21,470		$	26,417		$	27,431		$	11,353		$	9,932

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(8)

Set forth below is a reconciliation of net income to EBITDA and net cash provided by operating activities for fiscal 2003, the 2003 twenty-six week period, the 2004 twenty-six week period and the pro forma and pro forma as adjusted latest twelve months ended July 3, 2004.

		Fiscal Year Ended			Twenty-six Weeks Ended						Latest Twelve Months Ended
		January 3, 2004			June 28, 2003			July 3, 2004			July 3, 2004			July 3, 2004
		Actual			Actual			Actual			Pro Forma			Pro Forma As Adjusted
					(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
		(Dollars in thousands)
Net income		$	15,168		$	6,271		$	11,065		$	19,962		$	15,082
Income taxes			9,519			3,925			6,956			12,550			9,481
Interest expense, net			31,205			13,997			15,606			32,814			40,263
Depreciation			6,014			2,741			3,237			6,510			6,510
	EBITDA		61,906			26,934			36,864			71,836			71,336
Pro forma adjustments for Ortega acquisition:(A)
	Net income from Ortega		—			—			—			2,220			2,220
	Income taxes		—			—			—			1,395			1,395
	Interest expense, net		—			—			—			(1,703	)		(1,703	)
	Depreciation and amortization		—			—			—			115			115
	Pro forma EBITDA		61,906			26,934			36,864			73,863			73,363
Income tax expense			(9,519	)		(3,925	)		(6,956	)		(13,945	)		(10,876	)
Interest expense, net			(31,205	)		(13,997	)		(15,606	)		(31,111	)		(38,560	)
Deferred income taxes			4,382			2,254			3,138			5,266			5,266
Amortization of deferred financing and bond discount			2,839			1,487			1,284			2,452			2,203
Write-off of pre-existing deferred debt issuance costs			1,831			—			—			1,831			—
Changes in assets and liabilities, net of effects of business combination			(2,803	)		(1,400	)		(8,792	)		(10,195	)		(10,195	)
	Net cash provided by operating activities	$	27,431		$	11,353		$	9,932		$	28,161		$	21,201

The following tables illustrate our computation of EBITDA on a pro forma and pro forma as adjusted basis for the latest twelve months ended July 3, 2004 as presented above.

		Unaudited Pro Forma for the Ortega Acquisition (Dollars in thousands)
		Fiscal Year Ended January 3, 2004			Less: 2003 Twenty-six Weeks Ended June 28, 2003			Plus: 2004 Twenty-six Weeks Ended July 3, 2004			Latest Twelve Months Ended July 3, 2004
		Pro Forma			Pro Forma			Actual			Pro Forma
Net income		$	15,168		$	6,271		$	11,065		$	19,962
Income taxes			9,519			3,925			6,956			12,550
Interest expense, net			31,205			13,997			15,606			32,814
Depreciation			6,014			2,741			3,237			6,510
	EBITDA		61,906			26,934			36,864			71,836
Pro forma adjustments for Ortega acquisition:(A)
	Net income from Ortega		3,283			1,063			—			2,220
	Income taxes		2,081			686			—			1,395
	Interest expense, net		(195	)		1,508			—			(1,703	)
	Depreciation and amortization		659			544			—			115
	Pro forma EBITDA		67,734			30,735			36,864			73,863
Income tax expense			(11,600	)		(4,611	)		(6,956	)		(13,945	)
Interest expense, net			(31,010	)		(15,505	)		(15,606	)		(31,111	)
Deferred income taxes			4,382			2,254			3,138			5,266
Amortization of deferred financing and bond discount			2,335			1,167			1,284			2,452
Write-off of pre-existing deferred debt issuance costs			1,831			—			—			1,831
Changes in assets and liabilities, net of effects of business combination			(2,803	)		(1,400	)		(8,792	)		(10,195	)
	Pro forma net cash provided by operating activities	$	30,869		$	12,640		$	9,932		$	28,161

25

		Unaudited Pro Forma As Adjusted for the Transactions (Dollars in thousands)
		Fiscal Year Ended January 3, 2004			Less: 2003 Twenty-six Weeks Ended June 28, 2003			Plus: 2004 Twenty-six Weeks Ended July 3, 2004			Latest Twelve Months Ended July 3, 2004
		Pro Forma as Adjusted			Pro Forma as Adjusted			Pro Forma as Adjusted			Pro Forma as Adjusted
Pro forma as adjusted, excluding the Ortega acquisition:
	Net income	$	10,226		$	3,799		$	8,655		$	15,082
	Income taxes		6,411			2,371			5,441			9,481
	Interest expense, net		38,755			17,773			19,281			40,263
	Depreciation		6,014			2,741			3,237			6,510
EBITDA			61,406			26,684			36,614			71,336
Pro forma adjustments for Ortega acquisition:(A)
	Net income from Ortega		3,283			1,063			—			2,220
	Income taxes		2,081			686			—			1,395
	Interest expense, net		(195	)		1,508			—			(1,703	)
	Depreciation and amortization		659			544			—			115
Pro forma EBITDA			67,234			30,485			36,614			73,363
Income tax expense			(8,492	)		(3,057	)		(5,441	)		(10,876	)
Interest expense, net			(38,560	)		(19,281	)		(19,281	)		(38,560	)
Deferred income taxes			4,382			2,254			3,138			5,266
Amortization of deferred financing and bond discount			2,203			1,102			1,102			2,203
Changes in assets and liabilities, net of effects of business combination			(2,803	)		(1,400	)		(8,792	)		(10,195	)
	Pro forma as adjusted net cash provided by operating activities	$	23,964		$	10,103		$	7,340		$	21,201

(A)

For the fiscal year ended January 3, 2004 and the twenty-six weeks ended June 28, 2003, represents adjustments to EBITDA as if the Ortega acquisition had occurred on December 29, 2002. For the latest twelve months ended July 3, 2004, represents adjustments to EBITDA as if the Ortega acquisition had occurred on June 29, 2003. The pro forma adjustments for the Ortega acquisition represent not only the operational effects of the acquisition of Ortega but also the transactional effects of the Ortega acquisition, including the incurrence of additional indebtedness and the refinancing of a portion of our existing indebtedness at interest rates different than those in effect prior to the Ortega acquisition.

(9)

Net working capital is current assets excluding cash and cash equivalents minus current liabilities.

(10)

Our unaudited pro forma consolidated statement of operations data for the latest twelve months ended July 3, 2004 was derived from our unaudited pro forma condensed combined statement of operations data (pro forma for the Ortega acquisition) for the year ended January 3, 2004 and (i) subtracting from it our unaudited pro forma condensed combined statement of operations data (pro forma for the Ortega acquisition) for the twenty-six weeks ended June 28, 2003 and (ii) adding to it our unaudited pro forma condensed combined statement of operations data (pro forma for the Ortega acquisition) for the twenty-six weeks ended July 3, 2004.

(11)

Pro forma as adjusted operating income, income before income taxes, net income and net income available to common stockholders does not reflect the following nonrecurring charges that are directly attributable to this offering and the other Transactions which total $21.7 million ($13.3 million, net of taxes) which include: the write-off of existing bond discount of $0.7 million, write-off of existing deferred financing fees and cost associated with the retirement of existing senior subordinated notes of $13.4 million, payment of transaction bonuses of $1.0 million, and repurchase of management stock options of $6.6 million. However, these nonrecurring charges directly attributable to this offering and the other Transactions, net of taxes, are charged to total stockholders' equity in the summary balance sheet data.

(12)

Ratios are calculated using the latest twelve months ended June 28, 2003 and July 3, 2004.

(13)

Senior debt, as defined in the indenture governing the existing senior subordinated notes, is equal to all of our outstanding debt excluding our existing senior subordinated notes.

		Fiscal Year Ended						Latest Twelve Months Ended
		December 29, 2001		December 28, 2002		January 3, 2004		June 28, 2003		July 3, 2004		July 3, 2004		July 3, 2004
								Actual		Actual		Pro Forma		Pro Forma As Adjusted
								(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
		(Dollars in thousands)
Senior secured credit facility:
	Revolving credit facility	$	—	$	—	$	—	$	—	$	—	$	—	$	—
	Term loan		168,962		54,856		149,625		44,679		148,875		148,875		—
Obligations under capital leases			313		—		—		—		—		—		—
Senior notes			—		—		—		—		—		—		200,000

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	Senior debt	$	169,275	$	54,856	$	149,625	$	44,679	$	148,875	$	148,875	$	200,000
EBITDA			54,164		56,431		61,906		56,036		71,836		73,863		73,363
Senior debt/EBITDA			3.1x		1.0x		2.4x		0.8x		2.1x		2.0x		2.7x

(14)

Cash interest expense, calculated below, is equal to interest expense, net, less amortization of deferred financing and bond discount and write-off of pre-existing deferred debt issuance costs.

		Fiscal Year Ended									Latest Twelve Months Ended
		December 29, 2001			December 28, 2002			January 3, 2004			June 28, 2003			July 3, 2004			July 3, 2004			July 3, 2004
											Actual			Actual			Pro Forma			Pro Forma As Adjusted
											(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
		(Dollars in thousands)
Interest expense, net		$	29,847		$	26,626		$	31,205		$	28,746		$	32,814		$	31,111		$	38,560
Amortization of deferred financing and bond discount			(1,972	)		(2,686	)		(2,839	)		(2,974	)		(2,636	)		(2,335	)		(2,203	)
Write-off of pre-existing deferred debt issuance costs			—			—			(1,831	)		—			(1,831	)		(1,831	)		—
	Cash interest expense	$	27,875		$	23,940		$	26,535		$	25,772		$	28,347		$	26,945		$	36,357
EBITDA			54,164			56,431			61,906			56,036			71,836			73,863			73,363
EBITDA/Cash interest expense			1.9x			2.4x			2.3x			2.2x			2.5x			2.7x			2.0x

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RISK FACTORS

Before you invest in the EISs and the shares of our Class A common stock and/or senior subordinated notes, you should carefully consider the risk factors set forth below as well as the other information contained in this prospectus. Any of the following risks could materially and adversely affect our business, consolidated financial condition, results of operations or liquidity. In such case, you may lose all or part of your original investment.

Risks Relating to the EISs, the Shares of Class A Common Stock and the Senior Subordinated Notes

You may not receive the level of dividends provided for in the dividend policy our board of directors will adopt upon the closing of this offering, or any dividends at all.

        Dividend payments are not mandatory or guaranteed and holders of our common stock do not have any legal right to receive, or require us to pay, dividends. Furthermore, our board of directors may, in its sole discretion, amend or repeal the dividend policy it will adopt upon the closing of this offering. Our board of directors may decrease the level of dividends provided for in this dividend policy or entirely discontinue the payment of dividends. Future dividends with respect to shares of our capital stock, if any, will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions, business opportunities, provisions of applicable law and other factors that our board of directors may deem relevant. The indenture governing our senior subordinated notes, the terms of our new revolving credit facility and the indenture governing the senior notes will contain significant restrictions on our ability to make dividend payments. In addition, certain provisions of the Delaware General Corporation Law may limit our ability to pay dividends.

Our dividend policy may negatively impact our ability to finance our working capital requirements, capital expenditures or operations.

        Prior to the completion of this offering, our board of directors will adopt a dividend policy under which cash generated by our business in excess of operating needs, interest and principal payments on indebtedness, capital expenditures sufficient to maintain our properties and assets and $6.0 million of dividend restricted cash (that can be used for the payment of dividends on the Class A common stock or for any other purpose other than the payment of dividends on the Class B common stock), would in general be distributed as regular quarterly cash dividends (up to the intended dividend rates set forth under "Dividend Policy and Restrictions") to the holders of our Class A common stock and as regular annual cash dividends (up to the permitted dividend rate set forth under "Dividend Policy and Restrictions") to the holders of our Class B common stock and not be retained by us as cash on our consolidated balance sheet. As a result, we may not retain a sufficient amount of cash to finance growth opportunities or unanticipated capital expenditure needs or to fund our operations in the event of a significant business downturn. We may have to forego growth opportunities or capital expenditures that would otherwise be necessary or desirable if we do not find alternative sources of financing. If we do not have sufficient cash for these purposes, our financial condition and our business will suffer.

If we have insufficient cash flow to cover the intended dividend payments under the dividend policy to be adopted by our board of directors we would need to reduce or eliminate dividends or, to the extent permitted under our debt agreements, fund a portion of our dividends with additional borrowings.

        For the twenty-six weeks ended July 3, 2004, we had cash flow from operations of $9.9 million. If our cash flows from operations for future periods were to fall below our minimum expectations (or if our assumptions as to capital expenditures, interest expense or the sufficiency of our new revolving credit facility to finance our working capital needs were to prove incorrect or if our capital expenditures are at the higher end of our expected range of capital expenditures), we would need either to reduce or eliminate dividends or, to the extent permitted under the indenture governing our senior notes, the indenture governing our senior subordinated notes and the terms of our new revolving

28

credit facility, fund a portion of our dividends with borrowings or from other sources. If we were to use working capital or permanent borrowings to fund dividends, we would have less cash and/or borrowing capacity available for future dividends and other purposes, which could negatively impact our financial condition, our results of operations, our liquidity and our ability to maintain or expand our business.

Our certificate of incorporation authorizes us to issue without stockholder approval preferred stock that may be senior to our common stock in right of dividend payment.

        Our certificate of incorporation authorizes the issuance of preferred stock without stockholder approval and upon such terms as the board of directors may determine. The rights of the holders of shares of our common stock will be subject to, and may be adversely affected by, the rights of holders of any class or series of preferred stock that may be issued in the future. The right of the holders of our common stock to receive dividends as they may be lawfully declared from time to time by our board of directors is subject to any preferential rights that we may grant to the holders of preferred stock that we may issue. The terms of any preferred stock we issue may place restrictions on the payment of dividends to the holders of our common stock. If we issue preferred stock that is senior to our common stock in right of dividend payment, and our cash flows from operations or surplus are insufficient to support dividend payments to the holders of preferred stock and to the holders of EISs and Class A common stock, we may be forced to reduce or eliminate dividends to the holders of EISs and Class A common stock.

We have substantial indebtedness, which could:

•

restrict our ability to pay interest on the senior subordinated notes;

•

restrict our ability to pay dividends with respect to shares of our Class A common stock; and

•

impact our financing options and liquidity position.

        At July 3, 2004, after giving pro forma effect to this offering and the other Transactions, we would have had $200.0 million of senior indebtedness, and $167.6 million of senior subordinated indebtedness ($189.8 million if the over-allotment option with respect to the EISs is exercised in full).

        Our ability to pay dividends will be subject to applicable law and contractual restrictions contained in the instruments governing any indebtedness of ours and our subsidiaries, including our new revolving credit facility, which will be secured on a senior basis by substantially all of our and our subsidiaries' assets except our real property, and our senior notes. The degree to which we are leveraged on a consolidated basis could have important consequences to the holders of the EISs and the holders of our senior subordinated notes, including:

•

our ability in the future to obtain additional financing for working capital, capital expenditures or acquisitions may be limited;



•

we may not be able to refinance our indebtedness on terms acceptable to us or at all;



•

a significant portion of our cash flow is likely to be dedicated to the payment of interest on our indebtedness, thereby reducing funds available for future operations, capital expenditures and/or dividends on our Class A and Class B common stock; and



•

we may be more vulnerable to economic downturns and be limited in our ability to withstand competitive pressures.

Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial indebtedness.

        While our new revolving credit facility will contain total leverage, senior leverage and cash interest coverage maintenance covenants and the indentures governing the senior notes and senior subordinated notes will contain incurrence covenants that will restrict our ability to incur debt as described under "Description of Certain Indebtedness—New Revolving Credit Facility," "—New Senior Notes,"

29

"—Additional Senior Subordinated Notes," as long as we meet these financial covenant tests we will be allowed to incur additional indebtedness. In addition, the indenture governing the senior subordinated notes will allow us to issue additional senior subordinated notes with terms identical (other than issuance date) to the senior subordinated notes offered hereby under certain circumstances.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control. We may not be able to repay or refinance the senior subordinated notes, the new revolving credit facility or our senior notes upon terms acceptable to us if at all.

        Our ability to make payments on and to refinance our indebtedness, including the senior subordinated notes, and to fund planned capital expenditures will depend on our ability to generate cash flow from operations in the future. This ability, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

        A significant portion of our cash flow from operations will be dedicated to servicing our debt requirements. In addition, we currently intend to distribute a significant portion of any remaining cash flow to our stockholders in the form of dividends. Moreover, prior to the maturity of our senior notes, we will not be required to make any payments of principal on our senior subordinated notes.

        Our ability to continue to expand our business will, to a certain extent, be dependent upon our ability to borrow funds under our new revolving credit facility and to obtain other third-party financing, including through the sale of EISs or other securities. The new revolving credit facility will be subject to periodic renewal or must otherwise be refinanced. Likewise, we expect that we will refinance our senior notes at or prior to maturity, which will be substantially prior to the maturity date of the senior subordinated notes. If we are unable to refinance our indebtedness, including our new revolving credit facility or our senior notes, on commercially reasonable terms or at all, we would be forced to seek other alternatives, including:

•

sales of assets;



•

sales of equity; and



•

negotiations with our lenders or noteholders to restructure the applicable debt.

        In addition, if we are unable to refinance the senior subordinated notes or the senior notes, our failure to repay all amounts due on the applicable maturity date would cause a default under the applicable indenture.

        If we are forced to pursue any of the above options, our business and/or the value of your investment in our EISs, Class A common stock and/or senior subordinated notes could be adversely affected.

Credit ratings may affect our ability to obtain financing and the cost of such financing.

        Our ability to obtain external financing and, in particular, debt financing is affected by our debt ratings, which are periodically reviewed by the major credit rating agencies. Moody's and S&P have provided ratings to the senior subordinated notes of Caa1 and CCC+ respectively. The ratings are subject to review of final documentation. In determining our credit ratings, the rating agencies generally consider a number of both quantitative and qualitative factors. These factors include earnings, fixed charges such as interest, cash flows, total debt outstanding, off-balance sheet obligations and other commitments, total capitalization and various ratios calculated from these factors. The ratings provided to us by Moody's and S&P for the senior subordinated notes indicate that these rating agencies have determined that our senior subordinated notes have a currently identifiable vulnerability to default and that we are dependent upon favorable business, financial, and economic conditions to meet timely payment of interest and repayment of principal on the senior subordinated notes.

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We are a holding company and we rely on dividends, interest and other payments, advances and transfers of funds from our subsidiaries to meet our debt service and other obligations.

        We are a holding company and all of our assets are held by our direct and indirect subsidiaries and we will rely on dividends and other payments or distributions from our subsidiaries to meet our debt service obligations and to enable us to pay dividends. The ability of our subsidiaries to pay dividends or make other payments or distributions to us will depend on their respective operating results and may be restricted by, among other things, the laws of their jurisdiction of organization (which may limit the amount of funds available for the payment of dividends), agreements of those subsidiaries, the new revolving credit facility, the terms of the indenture governing the senior notes and the covenants of any future outstanding indebtedness we or our subsidiaries incur.

We may amend our new revolving credit facility or the indenture governing the senior notes, or we may enter into new agreements that govern our senior indebtedness. The amended or new terms may significantly affect our ability to pay interest to holders of our EISs and senior subordinated notes and dividends to holders of our EISs.

        Our new revolving credit facility and the indenture governing the senior notes contain significant restrictions on our ability to pay interest on the senior subordinated notes and dividends on the shares of Class A and Class B common stock based on meeting specified financial ratios, and compliance with other conditions, as described in detail under "Description of Certain Indebtedness." As a result of general economic conditions, conditions in the lending markets, the results of our business or for any other reason, we may elect or be required to amend or refinance our new revolving credit facility or our senior notes, at or prior to maturity, or enter into additional agreements for senior indebtedness. Regardless of any protection you have in the indenture governing the senior subordinated notes, any such amendment, refinancing or additional agreement may contain covenants which could limit in a significant manner our ability to pay interest payments and dividends to you.

We will be subject to restrictive debt covenants and other requirements related to our debt that will limit our business flexibility by imposing operating and financial restrictions on our operations.

        The agreements governing our indebtedness impose significant operating and financial restrictions on us. These restrictions prohibit or limit, among other things:

•

the incurrence of additional indebtedness and the issuance of certain preferred stock or redeemable capital stock;



•

the payment of dividends on, and purchase or redemption of, capital stock;



•

a number of other restricted payments, including investments;



•

specified sales of assets;



•

specified transactions with affiliates;



•

the creation of a number of liens; and



•

consolidations, mergers and transfers of all or substantially all of our assets.

        We expect that the new revolving credit facility and the indenture governing the senior notes will include other and more restrictive covenants and prohibit us from prepaying our other indebtedness, including the senior subordinated notes, while senior indebtedness is outstanding. The new revolving credit facility will require us to maintain specified financial ratios and satisfy financial condition tests, including, without limitation, the following: a maximum leverage ratio, a minimum interest coverage ratio and a maximum senior leverage ratio.

        Our ability to comply with the ratios or tests may be affected by events beyond our control, including prevailing economic, financial and industry conditions. A breach of any of these covenants, or failure to meet or maintain ratios or tests could result in a default under the new revolving credit facility, the terms of the indenture governing the senior notes and/or the indenture governing the senior

31

subordinated notes. We expect certain events of default under the new revolving credit facility and the terms of the indenture governing the senior notes would prohibit us from making payments on the senior subordinated notes, including payment of interest when due. In addition, upon the occurrence of an event of default under the new revolving credit facility or the terms of the indenture governing the senior notes, the lenders could elect to declare all amounts outstanding under the new revolving credit facility and the senior notes, together with accrued interest, to be immediately due and payable. If we were unable to repay those amounts, the lenders could proceed against the security granted to them to secure that indebtedness. If the lenders accelerate the payment of the indebtedness, our assets may not be sufficient to repay in full this indebtedness and our other indebtedness, including the senior subordinated notes.

The indentures governing our senior subordinated notes and our senior notes and our new revolving credit facility will permit us to pay a significant portion of our free cash flow to stockholders in the form of dividends. Any amounts paid by us in the form of dividends to our stockholders will not be available in the future to satisfy our obligations to the holders of our senior subordinated notes and our other indebtedness.

        Although we expect the indentures governing our senior subordinated notes and our senior notes and our new revolving credit facility will have some limitations on our payment of dividends, they will permit us to pay a significant portion of our free cash flow to stockholders in the form of dividends and, following completion of this offering, we intend to pay quarterly dividends on our Class A common stock and annual dividends on our Class B common stock as described herein. Specifically, the indentures governing our senior subordinated notes and senior notes will permit us to use up to 100% of our excess cash (which is consolidated cash flow, as defined in the indenture, minus the sum of cash tax expense, cash interest expense, certain capital expenditures and certain repayment of indebtedness) for the period (taken as one accounting period) from and including the first fiscal quarter beginning after the date of the indenture to the end of our most recent fiscal quarter for which internal financial statements are available at the time of such payment, plus certain incremental funds described in the indenture for the payment of dividends, so long as the fixed charge coverage ratio for the four most recent fiscal quarters for which internal financial statements are available is not less than 1.6 to 1.0, subject to certain limitations, as more fully described in "Description of Subordinated Notes—Certain Covenants—Restricted Payments." In addition, at any time the fixed charge coverage ratio for such four-fiscal quarter period is less than 1.6 to 1.0, we may pay dividends on our common stock, in the quarter in which such payment is made, of up to $10.0 million in the aggregate plus certain incremental funds. The new revolving credit facility (subject to certain financial ratio requirements) will permit us to use up to 100% of our excess cash plus certain other amounts under certain limited circumstances to fund dividends on our shares of common stock. See "Description of Certain Indebtedness—New Senior Notes," and "—New Revolving Credit Facility." Any amounts paid by us in the form of dividends will not be available in the future to satisfy our obligations to the holders of our senior subordinated notes and our other other indebtedness.

The realizable value of our assets upon liquidation may be insufficient to satisfy claims.

        At July 3, 2004 our total assets included intangible assets in the amount of $382.1 million, representing approximately 67.7% of our total consolidated assets. The value of these intangible assets will continue to depend significantly upon the continued profitability of the respective brands. As a result, in the event of a default on our senior subordinated notes or any bankruptcy or dissolution of our company, the realizable value of these assets may be substantially lower and may be insufficient to satisfy the claims of our creditors.

Your right to receive payments on the senior subordinated notes and the senior subordinated note guarantees is junior to all senior debt of B&G Foods and its subsidiaries, including the senior notes.

        We are a holding company and conduct all of our operations through our subsidiaries. The senior subordinated notes and the senior subordinated note guarantees issued by our subsidiary guarantors

32

will be unsecured senior subordinated obligations, junior in right of payment to the senior debt of B&G Foods and each subsidiary guarantor, respectively. As a result of the subordinated nature of our notes and related guarantees, upon any distribution to our creditors or the creditors of the subsidiary guarantors in bankruptcy, liquidation or reorganization or similar proceeding relating to us or the subsidiary guarantors or our or their property, the holders of our senior indebtedness and senior indebtedness of the subsidiary guarantors will be entitled to be paid in full in cash before any payment may be made with respect to our senior subordinated notes or the subsidiary guarantees.

        In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the subsidiary guarantors, holders of our senior subordinated notes will participate with all other holders of unsecured indebtedness of ours or the subsidiary guarantors similarly subordinated in the assets remaining after we and the subsidiary guarantors have paid all senior indebtedness. In any of these cases, we and the subsidiary guarantors may not have sufficient funds to pay all of our creditors, and holders of our senior subordinated notes may receive less, ratably, than the holders of senior indebtedness. In such event we and our subsidiary guarantors would not be able to make all principal payments on the senior subordinated notes.

        The subordination provisions of the indenture governing the senior subordinated notes will also provide that payments to you under the subsidiary guarantees may be blocked for up to 179 days by holders of designated senior indebtedness if a default other than a payment default exists under such senior indebtedness. During any period in which payments to you are blocked in this manner, any amounts received by you with respect to the subsidiary guarantees, including as a result of any legal action to enforce such subsidiary guarantees, would be required to be turned over to the holders of senior indebtedness. See "Description of Senior Subordinated Notes—Ranking."

        On a pro forma basis as of July 3, 2004, our senior subordinated notes and the subsidiary guarantees would have ranked junior, on a consolidated basis, to $200.0 million of outstanding senior notes and approximately $0.6 million of letters of credit. In addition, as of July 3, 2004, on a pro forma basis, we would have had the ability to borrow up to an additional amount of $29.4 million under the new revolving credit facility (net of amounts reserved for letters of credit), which would have ranked senior in right of payment to our senior subordinated notes.

Holders of our senior subordinated notes will be structurally subordinated to the debt of our non-guarantor subsidiaries.

        Our present foreign subsidiary and any future foreign or partially owned domestic subsidiaries will not be guarantors of our senior subordinated notes. As a result, no payments are required to be made to us from the assets of these subsidiaries.

        In the event of bankruptcy, liquidation or reorganization of any of the non-guarantor subsidiaries, holders of their indebtedness, including their trade creditors, would generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us for payment to you. As a result, our senior subordinated notes are effectively subordinated to the indebtedness of the non-guarantor subsidiaries.

        As of July 3, 2004, our non-guarantor subsidiary, Les Produits Alimentaires Jacques et Fils Inc., had no net sales and total assets of $1.0 million or 0.2% of our consolidated assets and total liabilities, excluding liabilities owed to us, of $2.1 million or 0.4% of our consolidated liabilities.

33

If the guarantees of the senior subordinated notes are held to be invalid or unenforceable or are limited in accordance with their terms, the senior subordinated notes would be structurally subordinated to the debt of our subsidiaries.

        Under federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debt of the guarantor, if, among other things, the guarantor, at the time that it assumed the guarantee:

•

issued the guarantee to delay, hinder or defraud present or future creditors; or



•

received less than reasonably equivalent value or fair consideration for issuing the guarantee and, at the time it issued the guarantee:



•

was insolvent or rendered insolvent by reason of issuing the guarantee and the application of the proceeds of the guarantee;



•

was engaged or about to engage in a business or a transaction for which the guarantor's remaining assets available to carry on its business constituted unreasonably small capital;



•

intended to incur, or believed that it would incur, debts beyond its ability to pay the debts as they mature; or



•

was a defendant in an action for money damages, or had a judgment for money damages docketed against it if, in either case, after final judgment, the judgment is unsatisfied.

        In addition, any payment by the guarantor under its guarantee could be voided and required to be returned to the guarantor or to a fund for the benefit of the creditors of the guarantor or the guarantee could be subordinated to other debt of the guarantor.

        The measures of insolvency for the purposes of fraudulent transfer laws vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a person would be considered insolvent if, at the time it incurred the debt:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of its assets;



•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or



•

it could not pay its debts as they become due.

        We cannot be sure what standard a court would apply to determine whether the subsidiary guarantors were solvent at the relevant time. Regardless of the standard that the court uses, we cannot be sure that the issuance by the subsidiary guarantors of the subsidiary guarantees would not be voided or the subsidiary guarantees would not be subordinated to their other debt.

        The guarantee of our senior subordinated notes by any subsidiary guarantor could be subject to the claim that, since the guarantee was incurred for our benefit, and only indirectly for the benefit of the subsidiary guarantor, the obligations of the subsidiary guarantor were incurred for less than fair consideration. If such a claim were successful and it was proven that the subsidiary guarantor was insolvent at the time the guarantee was issued, a court could void the obligations of the subsidiary guarantor under the guarantee or subordinate these obligations to the subsidiary guarantor's other debt or take action detrimental to holders of the senior subordinated notes. If the guarantee of any subsidiary guarantor were voided, our senior subordinated notes would be effectively subordinated to the indebtedness of that subsidiary guarantor.

34

Interest on the senior subordinated notes may not be deductible by us for U.S. federal income tax purposes, which could significantly reduce our future cash flow and impact our ability to make interest and dividend payments.

        If all or a portion of the senior subordinated notes were treated as equity rather than debt for U.S. federal income tax purposes, then a corresponding portion of the interest on the senior subordinated notes would not be deductible by us for U.S. federal income tax purposes. In addition, we would be subject to liability for U.S. withholding taxes on interest payments to non-U.S. holders if such payments were determined to be dividends. Our inability to deduct interest on the senior subordinated notes could materially increase our taxable income and, thus, our U.S. federal and applicable state income tax liability. Our liability for income taxes (and withholding taxes) if the senior subordinated notes were determined to be equity for income tax purposes would materially reduce our after-tax cash flow and would materially and adversely impact our ability to make interest and/or dividend payments and could impact our ability to continue as a going concern. In the case of foreign holders, treatment of the senior subordinated notes as equity for U.S. federal income tax purposes would subject such holders in respect of the senior subordinated notes to withholding or estate taxes in the same manner as with regard to common stock and could subject us to liability for withholding taxes that were not collected on payments of interest. Therefore, foreign holders would receive any such payments net of the tax withheld.

        Even if the IRS does not challenge the tax treatment of the senior subordinated notes, it is possible that we will at some point in the future, as a result of changes in circumstances or facts that come to light after this offering, conclude that we should establish a reserve for contingent tax liabilities associated with a disallowance of all or part of the interest deductions on the senior subordinated notes, although our present view is that no such reserve is necessary or appropriate. If we decide to maintain such a reserve, our ability to pay dividends on the shares of our common stock could be materially impaired and the market price and/or liquidity for the EISs or our common stock could be adversely affected.

        For discussion of these tax related risks, see "Management's Discussion and Analysis of Financial Conditions and Results of Operations—Critical Accounting Policies; Use of Estimates—Income Tax Expense Estimates and Policies" and "Material U.S. Federal Income Tax Consequences."

Future changes that increase cash taxes payable by us could significantly decrease our future cash flow available to make interest and dividend payments with respect to our EISs.

        We have been permitted and expect to continue to take certain deductions from our taxable income in computing our cash taxes. In connection with this offering and the other Transactions we have assumed that we will be able to take an aggregate of approximately $21.7 million in incremental deductions from taxable income relating to the redemption or repayment of our outstanding indebtedness and other costs due to the exercise of certain management options. In addition, we are able to amortize certain intangible assets within the meaning of Section 197 of the Internal Revenue Code of 1986. This enables us to amortize for tax purposes approximately $16.0 million annually through 2011, approximately $14.4 million for fiscal 2012, approximately $12.9 million for fiscal 2013 and 2014, and approximately $7.1 million for fiscal 2015 through 2018. If there is a change in U.S. federal tax policy that reduces any of these available deductions or results in an increase in our corporate tax rate, our cash taxes payable may increase, which could significantly reduce our future cash flow and impact our ability to make interest and dividend payments. As of January 3, 2004, we had net operating loss, or NOL, carryforwards for U.S. federal income tax purposes of approximately $3.6 million which are available to offset future U.S. federal taxable income, if any, through 2020 subject to certain limitations under Section 382 of the Internal Revenue Code of 1986. The realizable amount of these NOLs could be reduced in the near term if estimates of future taxable income during future periods are reduced.

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The allocation of the purchase price of the EISs may not be respected.

        The purchase price of each EIS must be allocated between the share of Class A common stock and senior subordinated notes represented thereby in proportion to their respective fair market values at the time of purchase. We expect to report the initial fair market value of each share of Class A common stock as $9.10 and the initial fair market value of each of our senior subordinated notes as $7.15 and, by purchasing EISs, you will agree to and be bound by such allocation, assuming an initial public offering price of $16.25 per EIS. If this allocation is not respected, it is possible that the senior subordinated notes will be treated as having been issued with OID (if the allocation to the senior subordinated notes were determined to be too high) or amortizable bond premium (if the allocation to the subordinated notes were determined to be too low). You generally would have to include OID in income in advance of the receipt of cash attributable to that income and would be able to elect to amortize bond premium over the term of the senior subordinated notes. Furthermore, in the event that the senior subordinated notes were determined to be issued at a premium, we would effectively be required to reduce our tax deduction for interest payments by the amount of that premium over the term of the senior subordinated notes, which would increase our tax liability and reduce our cash available for interest and dividend payments.

If we subsequently issue senior subordinated notes with significant original issue discount, we may not be able to deduct all of the interest on those senior subordinated notes.

        It is possible that senior subordinated notes we issue in a subsequent issuance will be issued at a discount to their face value and, accordingly, could have "significant original issue discount" and thus be classified as "applicable high yield discount obligations," or AHYDOs. If any such senior subordinated notes were so treated, a portion of the OID on such notes would be nondeductible by us and the remainder would be deductible only when paid. This treatment would have the effect of increasing our taxable income and may adversely affect our cash flow available for interest payments and distributions to our equityholders.

Subsequent issuances of senior subordinated notes may cause you to recognize OID or taxable gain.

        The indenture governing our senior subordinated notes will provide that, in the event there is a subsequent issuance of senior subordinated notes having substantially identical terms as the senior subordinated notes but a different CUSIP number (or any issuance of senior subordinated notes thereafter), each holder of EISs or separately held senior subordinated notes (not in the form of EISs) as the case may be, agrees that a portion of such holder's senior subordinated notes will be automatically exchanged for a portion of the senior subordinated notes acquired by the holders of such subsequently issued senior subordinated notes. Consequently, immediately following such subsequent issuance and exchange, each holder of notes, held either as part of EISs or separately, will own an inseparable unit composed of a proportionate percentage of notes of each separate issuance. Therefore, subsequent issuances of senior subordinated notes with OID may adversely affect your tax treatment by requiring you to include such OID as ordinary income as it accrues or by increasing the OID, if any, that you were previously accruing with respect to the senior subordinated notes, in either case in advance of the receipt of cash attributable to such income. Furthermore, it is unclear whether the exchange of senior subordinated notes for subsequently issued senior subordinated notes results in a taxable exchange for U.S. federal income tax purposes, and it is possible that the IRS might successfully assert that such an exchange should be treated as a taxable exchange.

        Following any subsequent issuance of senior subordinated notes with OID and exchange, we (and our agents) will report any OID on the subsequently issued notes ratably among all holders of EISs and separately held subordinated notes, and each holder of EISs and separately held senior subordinated notes will, by purchasing EISs or separately held senior subordinated notes, agree to report OID in a manner consistent with this approach. However, the Internal Revenue Service may assert that any OID should be

36

reported only to the persons that initially acquired such subsequently issued notes (and their transferees) and thus may challenge the holders' reporting of OID on their tax returns. In such case, the Internal Revenue Service might further assert that, unless a holder can establish that it is not a person that initially acquired such subsequently issued senior subordinated notes (or a transferee thereof), all of the senior subordinated notes held by such holder have OID. Any of these assertions by the Internal Revenue Service could create significant uncertainties in the pricing of EISs and senior subordinated notes and could adversely affect the market for EISs and senior subordinated notes.

        For a discussion of these and additional tax related risks, see "Material U.S. Federal Income Tax Consequences."

Holders of subsequently issued senior subordinated notes may not be able to collect their full stated principal amount prior to maturity.

        The aggregate stated principal amount of the senior subordinated notes owned by each holder will not change as a result of subsequent issuances and resulting automatic exchanges. However, under New York and federal bankruptcy law, holders of subsequently issued senior subordinated notes having OID may not be able to collect the portion of their principal face amount that represents unamortized OID as at the acceleration or filing date in the event of an acceleration of the senior subordinated notes or our bankruptcy prior to the maturity date of the senior subordinated notes. As a result, an automatic exchange that results in a holder receiving a senior subordinated note with OID could have the effect of ultimately reducing the amount such holder can recover from us in the event of an acceleration or bankruptcy.

Before this offering, there has not been a public market for our EISs, shares of our Class A common stock or the senior subordinated notes. The price of the EISs or separately held senior subordinated notes may fluctuate substantially, which could negatively affect EIS holders or holders of senior subordinated notes.

        None of the EISs, the shares of our Class A common stock or senior subordinated notes has a public market history. In addition, there has not been an active market in the United States for securities similar to the EISs. An active trading market for the EISs and senior subordinated notes may not develop in the future, and an active trading market for the shares of our Class A common stock may not develop until the senior subordinated notes are redeemed or mature, if at all, which may cause the price of the EISs to fluctuate substantially. If the senior subordinated notes represented by your EISs are redeemed or mature, the EISs will automatically separate and you will then hold the shares of our Class A common stock. We do not intend to list our senior subordinated notes on any securities exchange. The Class A common stock initially will not be separately listed on the American Stock Exchange and until a sufficient number of shares of Class A common stock are held separately and not in the form of EISs as may be necessary to satisfy applicable listing requirements we will not apply for such listing. If our senior subordinated notes and Class A common stock are not listed separately on any securities exchange, the trading market for these securities may be limited, which could adversely affect the trading price of these securities and your ability to transfer these securities. Even if the Class A common stock is listed for separate trading, an active trading market may not develop, or even if it develops, may not last, in which case the trading price of the Class A common stock could be adversely affected and your ability to transfer your shares will be limited.

        The initial public offering price of the EISs and the senior subordinated notes sold separately in this offering has been determined by negotiations among us, our sponsor investor and the representatives of the underwriters and may not be indicative of the market price of the EISs and senior subordinated notes after the offering. Factors such as quarterly variations in our financial results and dividend payments, announcements by us or others, developments affecting us, our clients and our suppliers, general interest rate levels and general market volatility could cause the market price of the EISs and the senior subordinated notes sold separately in this offering to fluctuate significantly.

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        In addition, to the extent a market develops for our Class A common stock or senior subordinated notes, or both, separate from the EISs, the price of your EISs may be affected.

The limited liquidity of the trading market for the senior subordinated notes sold separately (not represented by EISs) may adversely affect the trading price of the separate senior subordinated notes.

        We are separately selling $19.0 million aggregate principal amount of senior subordinated notes (not represented by EISs), representing approximately 10% of the total outstanding senior subordinated notes (including those senior subordinated notes represented by EISs and assuming the underwriters exercise their over-allotment option in full). While the senior subordinated notes sold separately (not represented by EISs) are part of the same series of notes as, and are identical to, the senior subordinated notes represented by the EISs, at the time of the issuance of the separate senior subordinated notes, the senior subordinated notes represented by the EISs will not be separable for at least 45 days and will not be separately tradeable until separated. As a result, the initial trading market for the senior subordinated notes sold separately (not represented by EISs) will be very limited. After the holders of the EISs are permitted to separate their EISs, a sufficient number of holders of EISs may not separate their EISs into shares of our Class A common stock and senior subordinated notes so that a sizable and more liquid trading market for the senior subordinated notes not represented by EISs may not develop or may not develop in a timely manner. Trading markets for debt securities have generally treated debt securities issued in larger aggregate principal amounts more favorably than similar securities issued in smaller aggregate principal amounts because of the increased liquidity created by potentially higher trading volumes associated with larger debt issuances. Because approximately 90% of the senior subordinated notes will initially be represented by the EISs, the senior subordinated notes sold separately (not represented by EISs) may not trade at prices reflecting the aggregate principal amount of the combined issuance of senior subordinated notes included in the EIS offering and the separate senior subordinated notes offering. Therefore, a liquid market for the senior subordinated notes sold separately (not represented by EISs) may not develop or may not develop in a timely manner, which may adversely affect the ability of the holders of the separate senior subordinated notes to sell any of their separate senior subordinated notes and the price at which these holders would be able to sell any of the senior subordinated notes sold separately (not represented by EISs).

If interest rates rise, the trading value of our EISs and senior subordinated notes may decline.

        Should interest rates rise or should the threat of rising interest rates develop, debt markets may be adversely affected. As a result, the trading value of our EISs and senior subordinated notes may decline.

Future sales or the possibility of future sales of a substantial amount of EISs, shares of our Class A common stock or our senior subordinated notes may depress the price of these securities.

        Future sales or the availability for sale of substantial amounts of EISs or shares of our Class A common stock or a significant principal amount of our senior subordinated notes in the public market could adversely affect the prevailing market price of the EISs and the shares of our Class A common stock and our senior subordinated notes and could impair our ability to raise capital through future sales of our securities.

        We may issue shares of our Class A common stock and senior subordinated notes, which may be in the form of EISs, or other securities from time to time in future financings or as consideration for future acquisitions and investments. In the event any such future financing, acquisition or investment is significant, the number of shares of our Class A common stock and the aggregate principal amount of senior subordinated notes, which may be in the form of EISs, or the number or aggregate principal amount, as the case may be, of other securities that we may issue may in turn be significant. In addition, we may also grant registration rights covering those EISs, shares of our Class A common

38

stock, senior subordinated notes or other securities in connection with any such future financing, acquisitions and investments.

        In addition, following the fifth anniversary of the closing of this offering, holders of Class B common stock may demand registration of their Class B common stock.

Our certificate of incorporation and bylaws and several other factors could limit another party's ability to acquire us and deprive our investors of the opportunity to obtain a takeover premium for their securities.

        Our certificate of incorporation and bylaws contain certain provisions that may make it difficult for another company to acquire us and for you to receive any related takeover premium for your securities. For example, our certificate of incorporation authorizes the issuance of preferred stock without stockholder approval and upon such terms as the board of directors may determine. The rights of the holders of shares of our common stock will be subject to, and may be adversely affected by, the rights of holders of any class or series of preferred stock that may be issued in the future.

You will be immediately diluted by $16.66 per share of Class A common stock if you purchase EISs in this offering.

        Because there will be a net tangible book deficit for each share of Class A common stock outstanding immediately after this offering, if you purchase EISs in this offering, based on the book value of the assets and liabilities reflected on our consolidated balance sheet, you will experience an immediate dilution of $16.66 per share of Class A common stock represented by the EISs which exceeds the entire price allocated to each share of Class A common stock represented by the EISs in this offering because there will be a net tangible book deficit for each share of Class A common stock outstanding immediately after this offering. Our pro forma net tangible book deficiency as of July 3, 2004, after giving effect to this offering, would have been approximately $253.8 million, or $7.56 per share of common stock.

Risks Specific to Our Company

The packaged food industry is highly competitive.

        The packaged food industry is highly competitive. Numerous brands and products, including private label products, compete for shelf space and sales, with competition based primarily on product quality, convenience, price, trade promotion, consumer promotion, brand recognition and loyalty, customer service, effective advertising and promotional activities and the ability to identify and satisfy emerging consumer preferences. We compete with a significant number of companies of varying sizes, including divisions or subsidiaries of larger companies. Many of these competitors have multiple product lines, substantially greater financial and other resources available to them and may have lower fixed costs and/or are substantially less leveraged than our company. If we are unable to continue to compete successfully with these companies or if competitive pressures or other factors cause our products to lose market share or result in significant price erosion, our business, consolidated financial condition, results of operations or liquidity could be materially and adversely affected. See "Business—Competition."

We may be unable to maintain our profitability in the face of a consolidating retail environment.

        Our largest customer, Wal-Mart Stores, Inc., accounted for 6.1% of our fiscal 2003 pro forma net sales and our ten largest customers together accounted for approximately 37.0% of our fiscal 2003 pro forma net sales. As the retail grocery trade continues to consolidate and our retail customers grow larger and become more sophisticated, our retail customers may demand lower pricing and increased promotional programs. Further, these customers are reducing their inventories and increasing their emphasis on private label products. If we fail to use our marketing expertise and unique products and category leadership positions to respond to these trends, or if we lower our prices or increase promotional support of our products and are unable to increase the volume of our products sold, our profitability may be adversely affected.

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If we are unable to retain our key management personnel, our growth and future success may be impaired and our financial condition could suffer as a result.

        Our success depends to a significant degree upon the continued contributions of senior management, certain of whom would be difficult to replace. In addition, we do not maintain key-man life insurance on any of our executive officers. As a result, departure by our executive officers could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity. See "Our Management."

Most of our food product categories are mature and certain categories have experienced declining consumption rates from time to time. We may be unable to offset any reduction in net sales in these categories through increased trade spending for these categories or an increase in net sales in other categories.

        If consumption rates and sales in our mature food product categories continue to decline, our revenue and operating income may be adversely affected, and we may not be able offset this decrease in business with increased trade spending or an increase in sales or profitability of other products and product categories.

We may have difficulties integrating any future acquisitions or identifying new licensing arrangements.

        We may pursue additional acquisitions of food product lines and businesses. However, we may be unable to identify additional acquisitions or may be unable to integrate and manage any acquired product lines or businesses successfully or achieve a substantial portion of any anticipated cost savings from these acquisitions or other anticipated benefits in the timeframe we anticipate, or at all. In addition, any acquired product lines or businesses may require a greater amount of trade and promotional spending than we anticipate. Historically, we have grown net sales for some but not all of the brands we have acquired. Acquisitions involve numerous risks, including difficulties in the assimilation of the operations, technologies, services and products of the acquired companies, personnel turnover and the diversion of management's attention from other business concerns. Any inability by us to integrate and manage any acquired product lines or businesses in a timely and efficient manner, any inability to achieve a substantial portion of any anticipated cost savings or other anticipated benefits from these acquisitions in the time frame we anticipate or any unanticipated required increases in trade or promotional spending could adversely affect our business, consolidated financial condition, results of operations or liquidity. Moreover, future acquisitions by us could result in our incurring substantial additional indebtedness, being exposed to contingent liabilities or incurring the impairment of goodwill and other intangible assets, all of which could adversely affect our financial condition and results of operations. In addition, we intend to pursue licensing arrangements with third parties to expand our brand and product offerings. However, we may be unable to identify additional licensing arrangements or achieve benefits anticipated from these arrangements.

We are vulnerable to fluctuations in the supply and price of raw materials and labor, manufacturing and other costs, and we may not be able to offset increasing costs by increasing prices to our customers.

        We purchase agricultural products, meat and poultry, other raw materials and packaging supplies from growers, commodity processors, other food companies and packaging manufacturers. While all such materials are available from numerous independent suppliers, raw materials are subject to fluctuations in price attributable to a number of factors, including changes in crop size, federal and state agricultural programs, export demand, weather conditions during the growing and harvesting seasons, insects, plant diseases and fungi. Although we enter into advance commodities purchase agreements from time to time, these contracts do not protect us from all increases in raw material costs. In addition, the cost of labor, manufacturing and packaging materials and pork and chicken and other costs related to the production and distribution of our food products have risen in recent years, and we believe that they may continue to rise in the foreseeable future. Over the past several years,

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due primarily to an increase in price competition, we and other manufacturers throughout the packaged food industry have been unable to offset increased costs by raising prices to our customers. If the cost of labor, raw materials or manufacturing or other costs of production and distribution of our food products continue to increase, and we are unable to offset these increases by raising prices or other measures, our profitability and financial condition could be negatively impacted.

We rely on co-packers for a significant portion of our manufacturing needs, and the inability to enter into additional or future co-packing agreements may result in our failure to meet customer demand.

        We rely upon co-packers for a significant portion of our manufacturing needs. The success of our business depends, in part, on maintaining a strong sourcing and manufacturing platform. We believe that there are a limited number of competent, high-quality co-packers in the industry, and if we were required to obtain additional or alternative co-packing agreements or arrangements in the future, we could not assure you that we would be able to do so on satisfactory terms or in a timely manner. Our inability to enter into satisfactory co-packing agreements could limit our ability to implement our business plan or meet customer demand. See "Business—Facilities and Production—Co-Packing Arrangements."

The loss of our exclusive license with Emeril's Food of Love Productions, L.L.C. or events or rumors relating to the Emeril's brand could adversely impact our operating results.

        Approximately 6.8% of our pro forma net sales come from our exclusive license agreement with Emeril's Food of Love Productions, L.L.C. (EFLP). The value of our license agreement depends in part on the reputation and integrity of Emeril Lagasse, under whose name the Emeril's products are marketed. Mr. Lagasse is a widely recognized chef who currently enjoys celebrity status for his ability to prepare gourmet foods. Consumer and customer recognition of Mr. Lagasse and the Emeril's brand and the association of this brand with safe and high quality food products form an integral part of our Emeril's products. Should Mr. Lagasse's popularity decline, or should our exclusive license with EFLP be lost or compromised for any reason, our operating results could be adversely impacted. In addition, EFLP may terminate the license agreement at any point if we fail to meet our obligations under the agreement.

We rely on the performance of major retailers, wholesalers, specialty distributors and mass merchants for the success of our business, and should they perform poorly or give higher priority to other brands or products, our business could be adversely affected.

        We sell our products principally to retail outlets and wholesale distributors including, traditional supermarkets, food service outlets, mass merchants, warehouse clubs, non-food outlets and specialty food distributors. The replacement by or poor performance of our major wholesalers, retailers or chains or our inability to collect accounts receivable from our customers could materially and adversely affect our results of operations and financial condition. In addition, our customers offer branded and private label products that compete directly with our products for retail shelf space and consumer purchases. Accordingly, there is a risk that our customers may give higher priority to the products of our competitors. In the future, our customers may not continue to purchase our products or provide our products with adequate levels of promotional support.

We may be unable to anticipate changes in consumer preferences, which may result in decreased demand for our products.

        Our success will depend in part on our ability to anticipate and offer products that appeal to the changing tastes, dietary habits and product packaging preferences of consumers in the market categories in which we compete. If we are not able to anticipate, identify or develop and market products that respond to these changes in consumer preferences, demand for our products may decline

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and our operating results may be adversely affected. In addition, we may incur significant costs related to developing and marketing new products or expanding our existing product lines in reaction to what we perceive to be increased consumer preference or demand. Such development or marketing may not result in the volume of sales or profitability anticipated.

Severe weather conditions and natural disasters can affect crop supplies and reduce our operating results.

        Severe weather conditions and natural disasters, such as floods, droughts, frosts, earthquakes or pestilence, may affect the supply the raw materials that we use for our products. Our maple syrup products, for instance, are particularly susceptible to severe freezing conditions in Quebec, Canada and Vermont during the season in which the syrup is produced. Competing manufacturers can be affected differently by weather conditions and natural disasters depending on the location of their supplies. If our supplies of raw materials are reduced, we may not be able to find enough supplemental supply sources on favorable terms, which could adversely affect our business and operating results.

We are subject to environmental laws and regulations relating to hazardous materials, substances and waste used in or resulting from our operations. Liabilities or claims with respect to environmental matters could have a significant negative impact on our business.

        As with other companies engaged in similar businesses, the nature of our operations expose us to the risk of liabilities and claims with respect to environmental matters, including those relating to the disposal and release of hazardous substances. Furthermore, our operations are governed by laws and regulations relating to workplace safety and worker health which, among other things, regulate employee exposure to hazardous chemicals in the workplace. Any material costs incurred in connection with such liabilities or claims could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity. Any environmental or health and safety legislation or regulations enacted in the future, or any changes in how existing or future laws or regulations will be enforced, administered or interpreted may lead to an increase in compliance costs or expose us to additional risk of liabilities and claims, which could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity.

Our operations are subject to numerous laws and governmental regulations, exposing us to potential claims and compliance costs that could adversely affect our business.

        Our operations are subject to extensive regulation by the United States Food and Drug Administration (FDA), the United States Department of Agriculture (USDA) and other national, state and local authorities. For example, we are subject to the Food, Drug and Cosmetic Act and regulations promulgated thereunder by the FDA. This comprehensive regulatory program governs, among other things, the manufacturing, composition and ingredients, packaging and safety of foods. Under this program the FDA regulates manufacturing practices for foods through its current "good manufacturing practices" regulations and specifies the recipes for certain foods. Furthermore, our processing facilities and products are subject to periodic inspection by federal, state and local authorities. Any changes in these laws and regulations could increase the cost of developing and distributing our products and otherwise increase the cost of conducting our business, which would adversely affect our financial condition. In addition, failure by us to comply with applicable laws and regulations, including future laws and regulations, could subject us to civil remedies, including fines, injunctions, recalls or seizures, as well as potential criminal sanctions, which could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity. See "Business—Government Regulation."

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We may be subject to significant liability should the consumption of any of our products cause injury, illness or death.

        The sale of food products for human consumption involves the risk of injury to consumers. Such injuries may result from tampering by unauthorized third parties or product contamination or spoilage, including the presence of foreign objects, substances, chemicals, other agents or residues introduced during the growing, storage, handling or transportation phases of production. We have from time to time been involved in product liability lawsuits, none of which have been material to our business. While we are subject to governmental inspection and regulations and believe our facilities comply in all material respects with all applicable laws and regulations, if the consumption of any of our products causes, or is alleged to have caused, a health-related illness in the future we may become subject to claims or lawsuits relating to such matters. Even if a product liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused injury, illness or death could adversely affect our reputation with existing and potential customers and our corporate and brand image. Moreover, claims or liabilities of this sort might not be covered by our insurance or by any rights of indemnity or contribution that we may have against others. We maintain product liability insurance in an amount which we believe to be adequate. However, we cannot be sure that we will not incur claims or liabilities for which we are not insured or that exceed the amount of our insurance coverage.

        Furthermore, our products could potentially suffer from product tampering, contamination or spoilage or be mislabeled or otherwise damaged. Under certain circumstances, we may be required to recall products, leading to a material adverse effect on our business. Even if a situation does not necessitate a recall, product liability claims might be asserted against us. A product liability judgment against us or a product recall could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity.

Consumer concern regarding the safety and quality of food products or health concerns could adversely affect sales of certain of our products.

        If consumers in our principal markets lose confidence in the safety and quality of certain food products, our business could be adversely affected. The food industry is also subject to recent publicity concerning the health implications of obesity and trans fatty acids. Developments in any of these areas could cause our results to differ materially from results that have been or may be projected. For example, negative publicity about genetically modified organisms, whether or not valid, may discourage consumers from buying certain of our products or result in production and delivery disruptions.

Litigation regarding our trademarks and any other proprietary rights may have a significant negative impact on our business.

        We own 106 trademarks which are registered in the United States, 23 trademarks which are registered with certain U.S. states and Puerto Rico, and 233 trademarks which are registered in foreign countries. In addition, we have seven trademark applications pending in the United States and foreign countries. We consider our trademarks to be of significant importance in our business. If the actions we take to establish and protect our trademarks and other proprietary rights are not adequate to prevent imitation of our products by others or to prevent others from seeking to block sales of our products as an alleged violation of their trademarks and proprietary rights, it may be necessary for us to initiate or enter into litigation in the future to enforce our trademark rights or to defend ourself against claimed infringement of the rights of others. Any legal proceedings could result in an adverse determination that could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity.

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Our financial well-being could be jeopardized by unforeseen changes in our employees' collective bargaining agreements or shifts in union policy.

        As of July 3, 2004, approximately 290 of our 796 employees were covered by collective bargaining agreements. Approximately 57 of our employees at our Roseland, New Jersey facility were represented by a collective bargaining agreement with the International Brotherhood of Teamsters, Chauffeurs, Warehousemen & Helpers of America (Local No. 863). Approximately 143 of our employees at our Portland and Biddeford, Maine facilities were represented by a collective bargaining agreement with the Bakery, Confectionery, Tobacco Workers and Grain Millers International Union (AFL-CIO, Local No. 334). Approximately 90 of our employees at our Stoughton, WI facility were represented by a collective bargaining agreement with the Drivers, Salesmen, Warehousemen, Milk Processors, Cannery, Dairy Employees and Helpers Union (Local No. 695). Although we consider our employee relations to be generally good, a prolonged work stoppage or strike at any facility with union employees could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity. In addition, if upon the expiration of existing collective bargaining agreements we are unable to reach new agreements without union action or any such new agreements are not on terms satisfactory to us, our business, consolidated financial condition, results of operations or liquidity could be materially and adversely affected. See "Business—Employees and Labor Relations."

Organized movements in the future, such as the recent grocer's strike in California, could significantly impact our sales and profitability.

        The grocer's strike in California, which began in October 2003 and ended March 2004, in response to proposed healthcare cuts by several large retail grocers, affected over 70,000 grocery workers in California, and had a negative impact on our net sales. Should a similar strike occur in California or elsewhere in the future, it may have a significant impact on our sales revenue and operating profits.

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FORWARD-LOOKING STATEMENTS

        This prospectus includes forward-looking statements, including without limitation the statements under "Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business." The words "believes," "anticipates," "plans," "expects," "intends," "estimates," "projects" and similar expressions are intended to identify forward-looking statements. These forward looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements, or industry results, to be materially different from any future results, performance, or achievements expressed or implied by any forward-looking statements. We believe important factors that could cause actual results to differ materially from our expectations include the following:

•

our substantial leverage;



•

intense competition, changes in consumer preferences, demand for our products, the effects of changing prices for our raw materials and other costs and local economic and market conditions;



•

our 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 markets in a consolidating environment at the retail and manufacturing levels, to improve productivity and to maintain access to credit markets;



•

the risks associated with the expansion of our business;



•

our possible inability to integrate any businesses we acquire;



•

our borrowing costs and credit ratings, which may be influenced by the credit ratings of our competitors;



•

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, as well as recent publicity concerning the health implications of obesity and trans fatty acids; and



•

the effects of currency movements in Canada and fluctuations in the level of our customers' inventories and credit and other business risks related to our customers operating in a challenging economic and competitive environment;



•

the risk that the senior subordinated notes may be treated as equity for U.S. federal income tax purposes; and



•

other factors discussed under "Risk Factors" or elsewhere in this prospectus.

        Developments in any of these areas, which are more fully described elsewhere in this prospectus and which descriptions are incorporated into this section by reference, could cause our results to differ materially from results that have been or may be projected by or on our behalf.

        All forward-looking statements included in this prospectus are based on information available to us on the date of this prospectus. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this prospectus.

        We caution that the foregoing list of important factors is not exclusive. We urge you not to unduly rely on forward-looking statements contained in this prospectus.

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USE OF PROCEEDS

The table below sets forth our estimate of the sources and uses of funds required to effect the Transactions, assuming the Transactions all occurred on July 3, 2004. See "Summary—The Transactions." The estimated sources and uses are based on an assumed initial public offering price of $16.25 per EIS. Actual amounts may vary from the amounts shown below.

Total Sources and Uses of Funds
(Dollars in thousands)

Sources(1)		Amount
EISs offered hereby(2)		$	337,626
% senior subordinated notes due 2016 sold separately			19,000
% senior notes due 2011			200,000
Cash on hand(3)			3,382
	Total sources	$	560,008

Uses		Amount
Repayment of existing senior credit facility(4)		$	148,954
Retirement of existing senior subordinated notes(5)			228,823
Repurchase of preferred equity(6)			119,488
Repurchase of Class B common stock, options and warrants from existing investors(7)(9)			24,537
Transaction fees, prepayment penalties, expenses and transaction bonuses(8)(9)			38,206
	Total uses	$	560,008

(1)

We do not expect any borrowings under the new revolving credit facility upon the completion of the Transactions.

(2)

If the over-allotment option with respect to the EISs is exercised in full, the net proceeds from this offering of EISs and additional senior subordinated notes and the concurrent offering of senior notes are expected to be approximately $571.5 million.

(3)

Immediately following the closing of the Transactions, we expect to have a minimum of $10.0 million of cash on our consolidated balance sheet.

(4)

Reflects the repayment of $149.0 million of term loan borrowings under our existing senior credit facility and accrued and unpaid interest. The proceeds of the six-year term loan and of certain drawings under the five-year revolving credit facility were used to fund the acquisition of the Ortega line of products and to pay related transaction fees and expenses and to fully pay off our remaining obligations under the term loan of our then-existing term loan agreement. With respect to our existing senior credit facility, interest is determined based on several alternative rates, including the base lending rate per annum plus an applicable margin, or LIBOR plus an applicable margin (4.59% at July 3, 2004). We have no revolving credit facility borrowings under our existing senior credit facility.

(5)

Reflects the retirement of $220.0 million aggregate principal amount of our existing 9⁵/8% senior subordinated notes due 2007 plus accrued and unpaid interest.

(6)

Reflects the redemption of all of our issued and outstanding 13% Series A cumulative preferred stock, 13% Series B cumulative preferred stock and Series C senior preferred stock.

(7)

Reflects the repurchase of 2,704,334 shares of our outstanding Class B common stock, including all of our outstanding options and a portion of our warrants to purchase Class B common stock. If the underwriters exercise their over-allotment option in full, we will use all of the additional net proceeds to repurchase an additional 5,231,335 outstanding shares of our Class B common stock, including all of our remaining outstanding warrants, owned by certain of our existing stockholders. The holders of the existing warrants have notified us that any existing warrants not repurchased by us upon the initial closing of the Transactions or on or prior to the date of expiration of the underwriters' over-allotment option will be exercised on such expiration date, and all holders of these remaining warrants will receive shares of Class B common stock pursuant to the terms of their warrants.

(8)

Includes (i) $20.2 million of debt issuance costs related to the Transactions, (ii) fees associated with the Class A common stock portion of the EISs of $14.2 million and (iii) other costs of $5.5 million which will be expensed when incurred. Of these fees, $1.7 million have been paid as of July 3, 2004.

(9)

Our board of directors has approved in principle a transaction bonus plan that will provide our six most senior executive officers upon completion of this offering cash compensation in an aggregate amount, if any, equal to the amount by which the aggregate value of the Class B common stock retained by all members of our management plus the aggregate cash proceeds they receive upon the repurchase of their existing equity does not equal at least 10% of the total equity value of our company. If the initial public offering price is $16.25, the mid-point of the expected range, set forth on the cover page of this prospectus, we estimate the total compensation payable to the six most senior executive officers would be approximately zero and if the initial public offering price is $15.50, the low-point of the range, the total compensation payable would be $2.1 million. Any such cash compensation paid to the six most senior executive officers will reduce the cash proceeds of the Transactions available to repurchase our existing equity and will not result in any increase in borrowings under our new revolving credit facility or reduce the amount of cash on our consolidated balance sheet at the closing date.

46

DIVIDEND POLICY AND RESTRICTIONS

General

        Prior to the completion of this offering, our board of directors will adopt a dividend policy that reflects a basic judgment that our stockholders would be better served if we distributed our cash available to pay dividends to them instead of retaining it in our business. Under this policy, cash generated by our company in excess of operating needs, interest and principal payments on indebtedness, capital expenditures sufficient to maintain our properties and other assets and $6.0 million of dividend restricted cash (that can be used for the payment of dividends on Class A common stock or for any other purpose other than the payment of dividends on the Class B common stock) would in general be distributed as regular quarterly cash dividends (up to the intended dividend rate set forth below) to the holders of our Class A common stock and as regular annual cash dividends (up to the permitted dividend rate set forth below) to the holders of our Class B common stock and not be retained by us as cash on our consolidated balance sheet.

        However, you may not receive any dividends because:

•

there is no legal, contractual or other requirement that we pay the dividends, and the dividends are neither mandatory nor guaranteed;



•

our dividend policy can be modified or revoked at any time;



•

even if our dividend policy were not modified or revoked, the actual amount of dividends distributed under the policy and the decision to make any distributions is entirely at the discretion of our board of directors;



•

the payment of dividends is subject to limitations and restrictions under:



—

the indenture governing the senior subordinated notes,



—

the indenture governing the senior notes,



—

the terms of our new revolving credit facility, and



—

the terms of any other then outstanding indebtedness of ours;



•

the payment of dividends is subject to limitations and restrictions under state law; and



•

we may not have enough cash to pay dividends due to changes to our operating income, working capital requirements and anticipated cash needs.

        We currently intend to make our first dividend payment on our Class A common stock on January 30, 2005, which will be a partial quarterly dividend payment for the period commencing on the date of completion of this offering and ending on January 1, 2005. Under our dividend policy, subject to the assumptions and considerations set forth below under "—Assumptions and Considerations" and the risks set forth above and under "Risk Factors," we intend to pay quarterly dividends of $0.212 per share of Class A common stock and to continue to pay quarterly dividends at this rate for the first four full quarterly dividend payment periods following the closing of this offering.

        We currently intend to make our first dividend payment on our Class B common stock on February 20, 2006, which will be an annual dividend payment for the year ending on December 31, 2005. Under our Class B dividend policy, subject to the assumptions and considerations set forth below under "—Assumptions and Considerations" and the risks set forth above and under "Risk Factors," we intend to pay an annual dividend per Class B share equal to Class B Available Cash (as defined below) for that period, divided by the number of Class B shares outstanding on the record date for such period, subject to the subordination provisions described below.

47

        The maximum amount of dividends that we are permitted to pay to holders of our Class B common stock assuming the underwriters exercise their over-allotment option in full is $0.848 per share per annum, or $6.4 million in the aggregate. In order to pay Class B dividends at the maximum permitted amount, our EBITDA for the twelve months ended December 31, 2005 would need to be at least $78.9 million. We expect our EBITDA for the twelve months ended December 31, 2005 will be less than that amount and consequently we do not expect to pay Class B dividends at the maximum permitted amount.

        "Class B Available Cash" means the lesser of

•

"excess cash" (see "Description of Senior Subordinated Notes—Certain Definitions" for the definition of excess cash) for the last four fiscal quarters, including the most recently completed fiscal quarter (the "Class B Testing Period"), minus the sum of the aggregate amount of the prior four Class A dividends, and minus dividend restricted cash of $6.0 million; for purposes of calculating excess cash as defined, for this purpose only, the aggregate amounts set forth in paragraph number 3 under the definition of excess cash shall be the greater of the aggregate amount of such capital expenditures or $6.5 million; or



•

the aggregate per share amount of dividends declared or to be declared on our Class A common stock (or 1.1 times such amount for dividends with respect to periods commencing after December 30, 2006) with respect to the annual period for which the dividends on our Class B common stock are to be paid multiplied by the number of shares of our Class B common stock issued and outstanding on the last day of such period.

        In determining our intended dividend level for the period beginning January 2, 2005 through December 31, 2005, the first four full quarterly dividend payment periods and the first annual dividend payment period, respectively (together, the "initial dividend payment periods") following the closing of this offering, we reviewed and analyzed, among other things, the following:

•

our operating and financial performance in recent years,



•

the anticipated cash requirements associated with our new capital structure,



•

our anticipated capital expenditure requirements,



•

our expected other cash needs for working capital,



•

the terms of our debt agreements, including our new revolving credit facility,



•

other potential sources of liquidity, and



•

various other aspects of our business.

        We intend to pay dividends on our Class A common stock quarterly on January 30, April 30, July 30 and October 30 to the holders of record as of December 31, March 31, June 30 and September 30, respectively. We intend to pay dividends on our Class B common stock annually, subject to the subordination provisions described below, on February 20 of each year to holders of record on the preceding December 31. For years ending subsequent to January 2, 2010, we intend to pay dividends on our Class B common stock quarterly on January 30, April 30, July 30 and October 30 of each year to holders of record on the preceding December 31, March 31, June 30 and September 30. Under our certificate of incorporation, for each annual dividend payment period after the dividend payment period ending on December 30, 2006 and through the dividend payment period ending on January 2, 2010, if we declare and pay dividends on our Class A common stock, the holders of our Class B common stock will have the right (subject to the subordination provisions described below) to dividend payments equal to Class B Available Cash (up to 1.1 times the amount of dividends paid per share to the holders of our Class A common stock). For quarterly periods subsequent to January 2, 2010, if we declare and pay dividends on our Class A common stock, the holders of our Class B

48

common stock will be entitled to dividend, payments of 1.1 times the amount paid per share to the holders of our Class A common stock.

        We have not paid any dividends in the past.

        If we have any remaining cash after the payment of dividends as contemplated above, our board of directors will, in its sole discretion, decide to use that cash for those purposes it deems necessary including, but not limited to, funding additional capital expenditures or acquisitions, if any, repaying indebtedness, paying additional dividends or for general corporate purposes. However, notwithstanding this dividend policy, the amount of dividends, if any, for each dividend payment date, including the January 30, 2005 dividend payment date, will be determined by our board of directors on a quarterly basis after taking into account the factors set forth above and the dividend restrictions and other factors set forth below.

Subordination of Class B Dividends

        Under our organizational documents, with respect to the initial annual dividend payment period and through the dividend payment date(s) with respect to the quarterly and annual dividend payment periods ending January 2, 2010, dividends on our Class B common stock will be subordinated to the payment of dividends on our Class A common stock. Specifically,

•

an annual dividend on our Class B common stock may only be declared if we have declared and paid dividends on our Class A common stock at no less than the quarterly rate of $0.212 per share for each of the four full fiscal quarters corresponding to such annual dividend payment period of the Class B common stock; and



•

no dividends on our Class B common stock may be declared with respect to any annual period unless the "Class B Threshold Amount" as of the last day of such period is at least $10.0 million. See "Description of Capital Stock—Common Stock—Rights to Dividends and on Liquidation, Dissolution and Winding Up" for a more detailed description of the subordination of the Class B dividends and the definition of "Class B Threshold Amount."

        The subordination of dividends on our Class B common stock will be suspended upon the occurrence of any default or event of default under the indentures governing the senior notes and the senior subordinated notes and will become applicable again upon the cure of any default or event of default. Dividends on our Class B common stock will not be subordinated to dividends on our Class A common stock for any dividend period subsequent to January 2, 2010. If for any dividend payment date after the February 20, 2010 dividend payment date the amount of cash to be distributed is insufficient to pay dividends at the levels described above on our Class A and Class B common stock, any shortfall will reduce the dividends on the Class A and Class B common stock pro rata.

Minimum EBITDA

        Subject to the assumptions and considerations set forth below under "—Assumptions and Considerations" and the risks set forth above and under "Risk Factors," we believe that our EBITDA for the 12-month period ending December 31, 2005 will be at least $73.4 million. However, as described below under "—Assumptions and Considerations," our results of operations may differ from our current expectation, which may adversely impact our ability to pay dividends at the levels described above, or at all. In accordance with our dividend policy if our EBITDA for the 12-month period ending December 31, 2005 is $73.4 million, the aggregate dividends we intend to pay on our Class A common stock and Class B common stock for the initial dividend payment periods would be $0.848 per share of Class A common stock (or $20.3 million in the aggregate) and $0.109 per share of Class B common stock (or $0.8 million in the aggregate), respectively. If the over-allotment option is not exercised, the aggregate dividends on our Class B common stock for the initial dividend payment periods would be

49

$0.48 per share (or $6.1 million in the aggregate). We believe that, in order to fund dividends to holders of our Class A common stock at the rate of $0.848 per share per annum from cash generated by our business, our EBITDA for the 12-month period ending December 31, 2005 would need to be at least $66.5 million (assuming the over-allotment option is exercised in full). The Class B dividends are subject to the annual subordination provisions described above and may be reduced or not paid at all in any given year.

        We have chosen the 12-month period ending December 31, 2005 as the most relevant period for illustrating our ability to pay our intended quarterly dividend of $0.212 per share on our Class A common stock for the period from January 2, 2005 through December 31, 2005 because if our EBITDA for the 12-month period ending December 31, 2005 were at or above $66.5 million, we would be permitted to pay dividends on our Class A common stock at this level for the initial dividend payment periods under the restricted payment covenants in the indenture governing the senior notes, the indenture governing our senior subordinated notes and under the terms of our new revolving credit facility.

        The following table sets forth our calculation illustrating that $73.4 million of EBITDA (assuming the over-allotment option is exercised in full) for the twelve month period ending December 31, 2005 would be sufficient to fund our intended dividends on our Class A common stock of $20.3 million in the aggregate and $0.8 million of Class B dividends in the aggregate and would satisfy our restricted payment covenants. See "—Restrictions on Dividend Payments" below for a discussion of our restricted payment covenants.

Estimated Cash Available to Pay Dividends on Class A and Class B Common Stock Based on Estimated Minimum EBITDA (assuming full exercise of the underwriters' over-allotment option)		(Dollars in thousands)
Estimated minimum EBITDA for the twelve-month period ending December 31, 2005(1)		$	73,363
Less:
	Estimated capital expenditures(2)		7,250
	Estimated cash interest expense(3)		39,031
	Estimated cash income taxes(4)		—
Estimated cash available to pay dividends on our Class A common stock(6)			27,082
Less:
	Estimated dividends on our Class A common stock		20,262
	Dividend restricted cash(5)		6,000
Estimated cash available to pay dividends on our Class B common stock(6)		$	820
Estimated fixed charge coverage ratio derived from the above(7)			1.9x
Estimated consolidated interest coverage ratio derived from the above(8)			1.8x
Estimated consolidated senior leverage ratio derived from the above(9)			2.7x
Estimated consolidated total leverage ratio derived from the above(10)			5.3x

50

        The table below illustrates for the fiscal year ended January 3, 2004 and the twelve months ended July 3, 2004, pro forma as adjusted to reflect the full 12 month impact of the Ortega acquisition and the Transactions as if they had occurred on December 29, 2002 and June 29, 2003, respectively, the amount of cash that would have been available for distribution to our stockholders subject to the assumptions described in the table.

		Assuming Full Exercise of the Underwriters' EIS Over-Allotment Option
Pro Forma Cash Available to Pay Dividends		Fiscal Year Ended January 3, 2004			Twelve Months Ended July 3, 2004
		(Dollars in Thousands)
Net cash provided by operating activities		$	27,431		$	18,074
Interest expense, net			31,205			41,345
Income taxes			9,519			9,802
Amortization of deferred debt issuance costs and bond discount			(2,839	)		(2,314	)
Write-off of pre-existing deferred debt issuance costs			(1,831	)		—
Deferred income taxes			(4,382	)		(5,266	)
Changes in assets and liabilities, net of effects of business acquired			2,803			10,195
EBITDA			61,906			71,836
Pro forma adjustments for Ortega acquisition:(11)
	Net income from Ortega		3,283			2,220
	Interest expense, net		(195	)		(1,703	)
	Income taxes		2,081			1,395
	Depreciation and amortization		659			115
Pro forma EBITDA			67,734			73,863
Add-back of management fees-related party(12)			500			500
Add-back of excess corporate overhead costs allocated by the seller of Ortega(13)			3,143			—
Reduction for estimated additional public company administrative costs(12)			(1,000	)		(1,000	)
Pro forma EBITDA, as further adjusted			70,377			73,363
Reduction for estimated cash income tax expense(4)			—			—
Interest expense on    % senior notes(3)			(16,250	)		(16,250	)
Interest expense on    % senior subordinated notes(3)			(22,781	)		(22,781	)
Capital expenditures(2)			(7,250	)		(7,250	)
Cash available to pay dividends		$	24,096		$	27,082

(1)

The estimated minimum EBITDA excludes one time charges that will be incurred during this period as part of this offering, including (i) non-cash expense of $6.6 million relating to the exercise of management options concurrent with the Transactions and (ii) payment of transaction bonuses of $1.0 million which will be funded with proceeds from this offering and the Transactions. See "Use of Proceeds."

Our estimated minimum EBITDA is not directly comparable to our historical EBITDA because we estimate we will incur annually approximately $1.0 million in incremental ongoing expenses associated with being a public EIS issuer, including director and officer liability insurance, expenses relating to the annual stockholders' meeting, printing expenses, investor relations expenses, additional filing fees, additional trustee fees, registrar and transfer agent fees, directors' fees, additional legal fees, listing fees and miscellaneous fees less existing management fees to related parties of $0.5 million that will no longer be paid following the consummation of this offering. We believe our estimated minimum EBITDA is directly comparable to our pro forma EBITDA as further adjusted because we have subtracted the estimated $1.0 million in incremental ongoing expenses associated with being a public EIS issuer and added the $0.5 million in management fees to our estimated minimum EBITDA.

(2)

Represents the mid-point of our expected range for capital expenditures for each of 2004 and 2005. Historically our capital expenditures have been predominantly used for maintaining our productive and information technology capacities and to a much lesser extent for increases in such capacities, and as a result we have not historically differentiated between such uses. Management believes that capital expenditures for each of fiscal years 2004 and 2005 within the expected range of $6.5 million to $8.0 million will be sufficient to allow us to maintain our productive and information technology capacities

51

and to satisfy our foreseeable capacity growth needs for such fiscal years. Our capital expenditures for fiscal year 2003 were $6.4 million and our capital expenditures for the twelve months ended July 3, 2004 were $6.8 million. See "Management's Discussion and Analysis of Financial Conditions and Results of Operations—Liquidity and Capital Resources."

(3)

Represents our anticipated cash interest expense under our post-closing capital structure. Accordingly, it assumes 12.00% interest on $170.8 million (assuming the over allotment is exercised in full) of senior subordinated notes represented by EISs and $19.0 million of senior subordinated notes not represented by EISs. Assumes interest at 8.125% on $200.0 million of senior notes.

(4)

Represents our anticipated cash income tax expense under our post-closing capital structure assuming that our EBITDA for this period is up to $73.4 million, which is our pro forma EBITDA as further adjusted assuming full exercise of the underwriters' over-allotment option for the twelve months ended July 3, 2004. Management estimates that our federal and state cash taxes for the twelve months ended December 31, 2005 should be approximately zero dollars taking into account projected refunds in respect of prior taxable years expected to be received in the third quarter of 2005 assuming that our EBITDA for this period is up to $73.4 million, which is our pro forma EBITDA as further adjusted assuming full exercise of the underwriters' over-allotment option for the twelve months ended July 3, 2004. We will apply approximately $2.9 million of projected tax overpayments attributable to fiscal 2003 and 2004 to projected estimated tax payments due during the first and second quarters of fiscal 2005. In addition, the federal net operating loss projected for the 2004 fiscal year will be carried back, resulting in a projected cash refund of approximately $3.0 million which will be used in part to pay estimated taxes with respect to the third and fourth quarters of 2005 and in part to pay the balance of our fiscal 2005 projected state income tax liability. In computing our cash taxes, as adjusted for the Transactions for this period, we have assumed the following incremental deductions from taxable income resulting from the Transactions totaling $21.7 million: (i) approximately $13.4 million relating to the write-off of existing deferred financing costs and costs associated with the retirement of existing senior subordinated notes; (ii) approximately $6.6 million related to the deduction of other costs due to the exercise of certain management options; (iii) payment of transaction bonuses of $1.0 million; and (iv) write-off of existing bond discount of $0.7 million. Given that we expect our net cash taxes for the twelve month period ending December 31, 2005 to be zero dollars (assuming exercise of the over-allotment option) and approximately $1.1 million (assuming no exercise), taking projected refunds into account, we have assumed our net cash taxes for the twelve month period ended July 3, 2004 presented above to also be zero dollars taking projected refunds into account, assuming the Transactions occurred at the beginning of the period. Although we expect our net cash income tax expense to be zero dollars for the twelve month period ending December 31, 2005 assuming that our EBITDA for this period is up to $73.4 million and that the over-allotment option is exercised, in future fiscal periods we expect to be required to pay net cash income taxes. Furthermore, if our EBITDA is greater than $73.4 million, we may be required to pay federal and/or state cash taxes for this period as well. In the event the over-allotment is not exercised, we expect our net cash income tax expense for this period to be approximately $1.1 million.

(5)

Under our organizational documents, our EBITDA otherwise available for the payment of Class B dividends is reduced by an amount equal to $6.0 million annually.

(6)

Assuming full exercise of the Underwriters' EIS over-allotment option.

			Dividends
		Number of Shares
			Per Share		Aggregate
Estimated dividends on our Class A common stock		23,893,533	$	0.848	$	20,262
Estimated dividends on our Class B common stock		7,556,446	$	0.109	$	820
	Estimated dividends on our outstanding common stock				$	21,082

The maximum amount of dividends that we are permitted to pay to holders of our Class B common stock assuming the underwriters exercise their over-allotment option in full is $0.848 per share per annum, or $6.4 million in the aggregate. In order to pay Class B dividends at the maximum permitted amount, our EBITDA for the twelve months ended December 31, 2005 would need to be at least $78.9 million. We expect our EBITDA for the twelve months ended December 31, 2005 will be less than that amount and consequently we do not expect to pay Class B dividends at the maximum permitted amount.

(7)

Fixed charge coverage ratio is defined as EBITDA divided by cash interest expense. Under the indentures governing the senior subordinated notes and the senior notes, we may not pay dividends on our capital stock if our fixed charge coverage ratio for the four most recent fiscal quarters is less than 1.6 to 1.0.

(8)

Consolidated interest coverage ratio is defined as the ratio of our EBITDA for any period of four consecutive fiscal quarters to our consolidated interest expense for such period payable in cash. Under the terms of our new revolving credit facility, we may not pay dividends unless we maintain a consolidated interest coverage ratio of not less than 1.35 to 1.0.

(9)

Consolidated senior leverage ratio is defined as the ratio of our consolidated total debt, other than our senior subordinated notes, as of the last day of any period of four consecutive fiscal quarters to our EBITDA. Under the terms of our new

52

revolving credit facility, we may not pay dividends unless we maintain a consolidated senior leverage ratio of not more than 3.5 to 1.0.

(10)

Consolidated total leverage ratio is defined as the ratio of our consolidated total debt of the last day of any period to our EBITDA for any period of four consecutive fiscal quarters. Under the terms of our new revolving credit facility, we may not pay dividends unless we maintain a consolidated total leverage ratio of not more than 6.0 to 1.0.

(11)

For the year ended January 3, 2004, represents adjustments to our historical EBITDA for the period from December 29, 2002 through August 20, 2003 (the day immediately prior to our acquisition of Ortega) as if the Ortega acquisition had occurred on December 29, 2002. For the latest twelve months ended July 3, 2004, represents adjustments to our historical EBITDA for the period from June 29, 2003 through August 20, 2003 (the day immediately prior to our acquisition of Ortega) as if the Ortega acquisition had occurred on June 29, 2003. The pro forma adjustments for the Ortega acquisition represent not only the operational effects of the acquisition of Ortega but also the transactional effects of the Ortega acquisition, including the incurrence of additional indebtedness and the refinancing of a portion of our existing indebtedness at interest rates different than those in effect prior to the Ortega acquisition.

(12)

Represents the add-back of $0.5 million of annual management fees to a related party and the reduction of $1.0 million for estimated annual additional public company administrative costs.

(13)

Represents the reduction of corporate overhead costs allocated by Nestlé to the Ortega line of products for the period prior to the acquisition. These allocations include costs related to employee benefits, human resources, management information systems, finance, selling and other general and administrative expenses. Had Ortega's operations been included in our operations and cost structure from December 29, 2002 through the date of acquisition, management believes these costs or allocations would not have occurred. In the results for the twelve months ended July 3, 2004, which reflects the full integration of the Ortega line of products into our business, these comparable costs or allocations did not occur.

         Following the payment of dividends on our Class A common stock as contemplated by our dividend policy, we would have had cash available to pay dividends on our Class B common stock during the periods presented in the table above as follows:

	Assuming Full Exercise of the Underwriters' Over-Allotment Option
	Fiscal Year Ended January 3, 2004			Twelve Months Ended July 3, 2004
Cash available to pay Class A common stock dividends	$	24,096		$	27,082
Class A common stock dividends		(20,262	)		(20,262	)
Dividend restricted cash		(6,000	)		(6,000	)
Cash available to pay Class B common stock dividends		(2,166	)		820
Class B common stock dividends(1)	$	—		$	820

(1)

The maximum amount of Class B dividends payable, would have been $0.0 and $0.8 million for the fiscal year ended January 3, 2004 and the twelve months ended July 3, 2004, respectively. Under our Class B dividend policy, the dividends paid on our Class B common stock in any year ending on or prior to January 2, 2010 will be equal to Class B Available Cash as defined above and are subordinated to dividends on our Class A common stock.

        As illustrated by the table above, for the fiscal year ended January 3, 2004 and the twelve months ended July 3, 2004, on a pro forma as adjusted basis to reflect the full twelve month impact of the Ortega acquisition and the Transactions as if they had occurred on December 29, 2002 and June 29, 2003, respectively, we would have had sufficient cash available to pay dividends to the holders of our Class A and Class B common stock at the levels set forth above. We would not have paid any Class B dividends for the fiscal year ended January 3, 2004. In addition, if our actual capital expenditures were at the high-point of our expected range of capital expenditures instead of at the mid-point of our expected range, cash available to pay Class A common stock dividends and Class B common stock dividends would have been reduced by a further $750,000 during each period presented; consequently, we would have had sufficient cash available to pay dividends to the holders of our Class A common

53

stock at the level set forth above and we would have further reduced our Class B dividends for the twelve months ended July 3, 2004 by $750,000.

Assumptions and Considerations

        Based upon a review and analysis conducted by our management and our board of directors and subject to the assumptions and considerations set forth below and the risks set forth above and under "Risk Factors," we believe that our EBITDA for the 12-month period ending December 31, 2005 will be at least $73.4 million, and we have determined that the assumptions as to capital expenditures, cash interest expense and cash taxes set forth in the preceding tables are reasonable. We considered numerous factors in establishing our belief concerning the EBITDA and cash available to pay dividends required to support our dividend policy and our belief that our EBITDA for the 12-month period ending December 31, 2005 will be at least $73.4 million, including the following:

•

our pro forma as adjusted EBITDA for the twelve months ended July 3, 2004, reflecting the full year impact of the Ortega acquisition was $73.4 million;



•

for fiscal year 2003, our EBITDA was $61.9 million. Results for 2003 include the results of Ortega since the date of acquisition in August 2003 through the end of the fiscal period. Absent our acquisition of Ortega we would not be able to meet our estimated minimum EBITDA for the twelve-months ended December 31, 2005 of $73.4 million. With the pro forma effect of our acquisition of Ortega, our cash available to pay Class A and Class B dividends would have been sufficient to pay dividends at the levels set forth above. We would not have paid any Class B dividends for the fiscal year ended January 3, 2004. We believe, based upon our and Ortega's historical performance and the other assumptions and considerations set forth under this heading, that our acquisition of Ortega provides us with the means to meet our estimated minimum EBITDA for the twelve months ended December 31, 2005 necessary to pay the Class A dividends in full;



•

we expect to make capital expenditures of between $6.5 million and $8.0 million for each of fiscal years 2004 and 2005. Historically our capital expenditures have been predominantly used for maintaining our productive and information technology capacities and to a much lesser extent for increases in such capacities, and as a result we have not historically differentiated between such uses. Management believes that capital expenditures between the expected range of $6.5 million to $8.0 million will be sufficient to allow us to maintain our productive and information technology capacities and to satisfy our foreseeable capacity growth needs for such fiscal years. Our capital expenditures for fiscal year 2003 were $6.4 million and our capital expenditures for the twelve months ended July 3, 2004 were $6.8 million;



•

while our working capital balances may vary, there has not been a recent trend toward material working capital growth; our recent historical working capital usage includes, for example, our semi-annual interest payment on our existing senior subordinated notes of $10.6 million paid in our first and third quarters; we do not expect to have cash needs and do not anticipate having to

54

borrow under our new revolving credit facility to fund changes in working capital in the aggregate for the 12-month period ending December 31, 2005; and

•

based upon a pro forma analysis of the impact of our new capital structure (including the payment of dividends at the level described above) on our operations and performance in prior years:



—

our new revolving credit facility would have had sufficient capacity to finance the fluctuations we experienced historically in working capital and our other cash needs; and



—

we do not anticipate borrowing under our new revolving credit facility to pay dividends for any quarterly dividend payment period through at least the quarterly dividend payment period ending on December 31, 2005.

        We have also assumed that:

•

our general business climate, including such factors as consumer demand for our products, competitive activity and costs of key commodities, labor and energy, will remain consistent with previous financial periods, except to the extent changes in our general business climate or such factors during the pertinent period are reasonably foreseeable; and



•

there will be no extraordinary business event such as a product recall or other regulatory event that might adversely affect our financial results, or any material adverse development that impairs our ability to manufacture, package and distribute our products or that impairs the market for or the pricing of our products, other than those events and developments the occurrence of which during the pertinent period are reasonably foreseeable.

See "Risk Factors—Risks Specific to Our Company" for a discussion of risks related to these assumptions.

        If our EBITDA for the 12-month period ending December 31, 2005 were to be below $66.5 million, if our assumptions as to capital expenditures, interest expense or the sufficiency of our new revolving credit facility to finance our working capital needs were to prove incorrect or if other assumptions stated above were to prove incorrect or if our capital expenditures are at the higher end of our expected range of capital expenditures, we would need either to reduce or eliminate dividends on our Class A common stock or, to the extent we were permitted to do so under the indenture governing our senior notes, the indenture governing our senior subordinated notes and the terms of our new revolving credit facility, to fund a portion of our dividends with borrowings or from other sources. If we were to use working capital or permanent borrowings to fund dividends, we would have less cash and/or borrowing capacity available for future dividends and other purposes, which could negatively impact our financial condition, our results of operations and our ability to maintain or expand our business.

        We do not currently intend to borrow under our new revolving credit facility to fund the payment of any dividends on our Class B common stock.

        Sales of a number of our products tend to be seasonal. In the aggregate, however, our sales are not heavily weighted to any particular quarter due to the diversity of our product and brand portfolio. We purchase most of the produce used to make our shelf-stable pickles, relishes, peppers and other related specialty items during the months of July through October, and we purchase all of our maple syrup requirements during the months of April through July. Consequently, our liquidity needs are greatest during these periods. We expect to generate sufficient cash, in the aggregate, during the 12-month period ending December 31, 2005 to cover any changes in our working capital requirements. We will also have additional borrowing capacity of up to $30 million, less outstanding letters of credit ($0.6 million at July 3, 2004), under our new revolving credit facility if our internally generated cash is insufficient to cover changes in our working capital requirements.

55

        We cannot assure you that our EBITDA will in fact be at least $73.4 million (or $66.5 million, the minimum EBITDA required to support payment of dividends on the Class A common stock in accordance with our dividend policy) or that it will equal or exceed our historical EBITDA, and our belief that it will be at least $73.4 million is subject to all of the risks, considerations and factors identified in other sections of this prospectus, including those identified in the section entitled "Risk Factors."

        As noted above, we intend to pay dividends for the period from January 2, 2005 through December 31, 2005, the initial dividend payment periods. We have estimated our minimum EBITDA for the 12-month period ending December 31, 2005, which we believe is the most relevant 12-month period for determining cash flow available to pay our intended dividends on our Class A common stock and Class B common stock for the initial dividend payment periods. There can be no assurance that during or following the initial dividend payment periods we will pay dividends at the levels estimated above, or at all. Dividend payments are not mandatory or guaranteed, are within the absolute discretion of our board of directors and will be dependent upon many factors and future developments that could differ materially from our current expectations. Over time, our EBITDA and capital expenditure, working capital and other cash needs will be subject to uncertainties, which could impact the level of any dividends we pay in the future.

        While interest on our senior notes and senior subordinated notes will be fixed, those notes will need to be refinanced on or prior to their maturity dates in 2011 and 2016, respectively, and thereafter our interest expense could be higher and the terms of any new financing may restrict us from paying the level of current intended dividends or any dividends at all. In addition, we may not be able to refinance the senior subordinated notes or the senior notes when they become due. If we are unable to refinance the senior subordinated notes or the senior notes, our failure to repay all amounts due on the applicable maturity date would cause a default under the applicable indenture.

        Interest on indebtedness under our new revolving credit facility will be floating. As a result, our interest expense under our new revolving credit facility will increase if we have any outstanding borrowings under the revolving credit facility and may further increase if interest rates in the general economy rise. To the extent we finance capital expenditures, working capital or other cash needs with indebtedness under our revolving credit facility or otherwise, we will begin to incur incremental cash interest expense and debt service obligations that could reduce our cash available to pay dividends.

        Our intended policy to distribute rather than retain cash available to pay dividends (up to the intended dividend rates set forth above) is based upon our current assessment of our business and the environment in which we operate, and that assessment could change based on competitive or other developments (which could, for example, increase our need for capital expenditures or working capital), new acquisition opportunities or other factors. Our board of directors is free to depart from or change our dividend policy at any time and could do so, for example, if it were to determine that we had insufficient cash to take advantage of growth opportunities. Although management currently has no specific plans to increase capital spending to materially expand our business, management will evaluate acquisition opportunities as they arise and may pursue opportunities that it believes may result in net increases to our cash available for distribution.

Restrictions on Dividend Payments

        Our ability to pay future dividends, if any, with respect to shares of our capital stock will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions, provisions of applicable law and other factors that our board of directors may deem relevant. Under Delaware law, our board of directors may declare dividends only to the extent of our "surplus" (which is defined as total assets at fair market value minus total liabilities, minus statutory capital), or if there is no surplus, out of our net profits for the then current and/or immediately

56

preceding fiscal years. We do not anticipate that we will have sufficient earnings to pay dividends and therefore expect that we will pay dividends out of surplus. Although we believe we will have sufficient surplus to pay dividends at the intended level on our Class A common stock and Class B common stock during the initial dividend payment periods following the closing of this offering, our board of directors will seek periodically and from time to time to assess the appropriateness of the then current dividend policy before actually declaring any dividends.

        The indentures governing our senior notes and senior subordinated notes will restrict our ability to declare and pay dividends on our common stock as follows:

•

we may use up to 100% of our excess cash (as defined below) for the period (taken as one accounting period) from and including the first fiscal quarter beginning after the date of the indenture to the end of our most recently ended fiscal quarter for which internal financial statements are available at the time of such payment plus certain incremental funds described in the indenture for the payment of dividends so long as the fixed charge coverage ratio for the four most recent fiscal quarters for which internal financial statements are available is not less than 1.6 to 1.0;



•

at any time the fixed charge coverage ratio for the four preceding fiscal quarter period is less than 1.6 to 1.0, we may pay dividends on our common stock, in the quarter in which such payment is made, of up to $10.0 million in the aggregate plus certain incremental funds;



•

if our net cash balance is less than $10.0 million at the end of any fiscal year beginning with the fiscal year ended January 1, 2005, then we may only use up to 98% of our excess cash pursuant to the first bullet of this paragraph until the earlier of (a) the first fiscal year end thereafter at which our net cash balance (which is the amount of cash and cash equivalents set forth on our consolidated balance sheet as of such period end minus funded indebtedness under any secured revolving credit facility) equals or exceeds $10.0 million or (b) the first fiscal quarter thereafter at which our net cash balance exceeds $12.5 million; and



•

we may not pay any dividends on any dividend payment date if a default or event of default under the indenture has occurred or is continuing.

        Notwithstanding the foregoing restrictions set forth in the indentures, under the terms of the indentures we will be permitted to pay dividends on our Class A common stock at the intended dividend rate on the January 30, 2005 dividend payment date for the partial quarterly dividend payment period ending January 1, 2005 and the first three full quarterly dividend payment periods ending April 2, 2005, July 2, 2005 and October 1, 2005 so long as no event of default has occurred and is continuing or would be caused by such dividend payments. See "Description of Senior Subordinated Notes" for a more complete description of the dividend restriction described above.

        Excess cash is defined in the indenture governing the senior subordinated notes, under the terms of the new revolving credit facility and in the indenture governing our senior notes. Excess cash is calculated as consolidated cash flow, as defined in the indentures and under the terms of the new revolving credit facility (and which is equivalent to the term EBITDA), minus the sum of cash tax expense, cash interest expense, certain capital expenditures and certain repayment of indebtedness. Excess cash is not a substitute for operating income or net income, as determined in accordance with generally accepted accounting principles. Excess cash is not a complete net cash flow measure because excess cash is a measure of liquidity that does not include reductions for cash payments for an entity's obligation to fund changes in its working capital, acquisitions, if any, and repay its debt and pay its dividends. Rather, excess cash is one potential indicator of our ability to fund these cash requirements in compliance with our debt agreements. Excess cash is also not a complete measure of our profitability because it does not include costs and expenses for depreciation and amortization. We believe that the most directly comparable GAAP measure to excess cash is net cash provided by operating activities. We

57

present a reconciliation of EBITDA (equivalent to consolidated cash flow) to net cash provided by operating activities for fiscal 2001, 2002 and 2003 and the twenty-six week period ended June 28, 2003 and twenty-six week period ended July 3, 2004 in "Management's Discussion and Analysis of Financial Condition and Results of Operations." We believe excess cash is indicative of our ability to declare and pay dividends on our common stock, including the Class A and Class B common stock, in compliance with the restricted payment covenants under the indenture governing the senior subordinated notes, the terms of our new revolving credit facility and the indenture governing the senior notes. See "Excess Cash" under "Description of Senior Subordinated Notes—Certain Definitions."

        Excess cash does not represent the amount we intend to distribute as dividends for any quarterly period but rather is a restriction on the maximum level of dividend payments, if any, that we will be permitted to declare and pay under the terms of the indentures governing our senior subordinated notes and senior notes and under and our new revolving credit facility.

        In addition, the terms of our new revolving credit facility will also restrict our ability to declare and pay dividends on our common stock. In accordance with the terms of our new revolving credit facility, we will not be permitted to declare or pay dividends unless we are permitted to do so under the indenture governing the senior notes and senior subordinated notes. In addition, our new revolving credit facility will not permit us to pay dividends unless we maintain:

•

a "consolidated interest coverage ratio" (defined as the ratio of our EBITDA for any period of four consecutive fiscal quarters to our consolidated interest expense for such period payable in cash) of not less than 1.35 to 1.0;



•

a "consolidated senior leverage ratio" (defined as the ratio of our consolidated total debt, other than our senior subordinated notes, as of the last day of any period of four consecutive fiscal quarters to our EBITDA) of not more than 3.5 to 1.0; and



•

a "consolidated total leverage ratio" (defined as the ratio of our consolidated total debt of the last day of any period to our EBITDA for any period of four consecutive fiscal quarters) of not more than 6.0 to 1.0.

        See "Description of Certain Indebtedness."

        Subject to the limitations described elsewhere in this prospectus, we have the ability to issue additional EISs, Class A common stock, other equity securities or preferred stock for such consideration and on such terms and conditions as are established by our board of directors in its sole discretion and without the approval of the holders of our EISs or Class A common stock. It is possible that we will fund acquisitions, if any, through the issuance of additional EISs, common stock, other equity securities or preferred stock. Holders of any additional EISs, common stock or other equity securities issued by us may be entitled to share equally with the holders of EISs in dividend distributions. The certificate of designation of any preferred stock issued by us may provide that the holders of preferred stock are senior to the holders of our common stock with respect to the payment of dividends. If we were to issue additional EISs, common stock, other equity securities or preferred stock, it would be necessary for us to generate additional cash available to pay dividends in order for us to distribute dividends at the same rate per share as distributed prior to any such additional issuance.

Dividend payments are not mandatory or guaranteed, and holders of our common stock do not have any legal right to receive, or require us to pay, dividends. Our board of directors may, in its sole discretion, amend or repeal our dividend policy with respect to the Class A and Class B common stock at any time. Furthermore, our board of directors may decrease the level of dividends provided for the Class A and Class B common stock below the intended dividend rates set forth above, or discontinue entirely the payment of dividends. See "Risk Factors—You may not receive the level of dividends provided for in the dividend policy our board of directors will adopt upon the closing of this offering, or any dividends at all."

58

CAPITALIZATION

        The following table sets forth our cash and cash equivalents and capitalization as of July 3, 2004:

•

on an actual basis, after giving effect to the merger of B&G Foods, Inc. into B&G Foods Holdings Corp. and the stock split in connection with the Transactions;



•

on a pro forma as adjusted basis as if this offering and the other Transactions had occurred on that date, assuming no exercise of the underwriters' over-allotment option relating to the EIS offering; and



•

as further adjusted assuming full exercise of the underwriters' over-allotment option relating to the EIS offering.

        You should read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Use of Proceeds," the audited consolidated financial statements and the notes to those statements included elsewhere in this prospectus and the financial data set forth under "Summary" and "Summary Historical and Pro Forma Consolidated Financial Data."

			As of July 3, 2004
			Actual			Pro Forma As Adjusted Assuming No Exercise of the Underwriters' Over- Allotment Option			Pro Forma As Further Adjusted Assuming Full Exercise of the Underwriters' Over- Allotment Option
			(Dollars in thousands)
Cash and cash equivalents			$	13,926		$	10,544		$	10,544
Long-term debt (including current maturities):
	Existing senior secured debt		$	148,875		$	—		$	—
	New revolving credit facility			—			—			—
	% senior notes due 2011			—			200,000			200,000
	Existing 95/8% senior subordinated notes due 2007			219,287			—			—
	% senior subordinated notes due 2016			—			167,555			189,839
		Total debt		368,162			367,555			389,839
Mandatorily redeemable preferred stock:
	Series C senior preferred stock, $0.01 par value per share. Authorized 25,000 shares; issued and outstanding 25,000 shares on an actual basis.			46,298			—			—
Stockholders' equity:
	13% Series A cumulative preferred stock, $0.01 par value per share. Authorized 22,000 shares; issued and outstanding 20,341 shares on an actual basis. No shares are authorized, issued and outstanding on an as adjusted basis and as adjusted for over-allotment.			—			—			—
	13% Series B cumulative preferred stock, $0.01 par value per share. Authorized 35,000 shares; issued and outstanding 12,311 shares on an actual basis. No shares are authorized, issued and outstanding, on an as adjusted basis and as adjusted for over-allotment.			—			—			—
	Class A common stock, $0.01 par value per share. No shares authorized, issued and outstanding on an actual basis. 100,000,000 shares authorized, 20,776,985 shares issued and outstanding, on an as adjusted basis, and 23,893,533 on an as adjusted basis for over-allotment.			—			208	(2)		239	(2)
	Class B common stock, $0.01 par value per share. 250,000 shares authorized, 105,500 shares issued and outstanding on an actual basis. 25,000,000 shares authorized, 12,787,781 shares issued and outstanding, on an as adjusted basis, and 7,556,446 on an as adjusted basis for over-allotment.			1	(1)		128	(2)		76	(2)
	Additional paid-in capital			31,321			188,863	(3)		217,192	(3)
	Accumulated other comprehensive loss			(28	)		(28	)		(28	)
	Retained earnings (accumulated deficit)			26,698			(60,841	)(4)		(110,096	)(4)
		Total stockholders' equity		57,992			128,330			107,383
		Total capitalization	$	472,452		$	495,885		$	497,222

(1)

Excludes warrants to purchase 3,095,098 shares of Class B common stock, with a nominal exercise price per share. Also excludes 803,623 vested options with an exercise price of $0.09 per share under all of our equity compensation plans. All

59

such options (together with 30,770 unvested options with an exercise price of $0.09 per share under our equity compensation plans) and warrants to purchase 933,683 shares of our Class B common stock will be repurchased by us for cash simultaneously with this offering on the initial closing of the Transactions. If the underwriters exercise their over-allotment option in full we will repurchase warrants to purchase an additional 607,661 shares of our Class B common stock. The holders of the existing warrants have notified us that any warrants not repurchased by us upon the initial closing of the Transactions or on or prior to the date of expiration of the underwriters' over-allotment option will be exercised by the holders on such expiration date, and all holders of these remaining warrants will receive shares of Class B common stock pursuant to the terms of their warrants. Following the expiration date of the underwriters' over-allotment option we will no longer have any options or warrants outstanding.

(2)

Changes to common stock, Class A and Class B (dollars in thousands):

Assuming no exercise of the over-allotment option:
	Issuance of 20,776,985 shares of Class A common stock, $0.01 par value per share, represented by EISs	$	208
	Adjustment to reflect remaining 12,787,781 shares of Class B common stock, $0.01 par value per share, after repurchase of existing shares of common stock		127
Assuming full exercise of the over-allotment option:
	Issuance of 23,893,533 shares of Class A common stock, $0.01 par value per share, represented by EISs	$	239
	Adjustment to reflect remaining 7,556,446 shares of Class B common stock, $0.01 par value per share, after repurchase of existing shares of common stock		75

(3)

Changes to additional paid-in capital (dollars in thousands):

Assuming no exercise of the over-allotment option:
	Additional paid-in capital as of July 3, 2004				$	31,321
	Conversion of existing common stock to Class B common stock		(1,054	)
	Repurchase of preferred stock Series A and B		(30,267	)
	Issuance of Class A common stock represented by EISs		188,863
		Total changes to additional paid-in capital			$	157,542
		Pro forma as adjusted assuming no exercise of the over-allotment option			$	188,863
Assuming full exercise of the over-allotment option:
	Additional paid-in capital as of July 3, 2004				$	31,321
	Conversion of existing common stock to Class B common stock		(1,054	)
	Repurchase of preferred stock Series A and B		(30,267	)
	Issuance of Class A common stock represented by EISs		217,192
		Total changes to additional paid-in capital			$	185,871
		Pro forma as adjusted assuming full exercise of the over-allotment option			$	217,192

(4)

Changes to retained earnings (accumulated deficit) (dollars in thousands):

Assuming no exercise of the over-allotment option:
	Retained earnings as of July 3, 2004				$	26,698
	Excess cost of repurchasing Class B common stock		(7,745	)
	Excess cost of repurchasing preferred stock Series A and B		(42,923	)
	Excess cost of repurchasing warrants and options		(15,737	)
	Fees related to the issuance of Class A common stock represented by EISs		(20,572	)
	Write-off of existing deferred financing cost		(8,944	)
	Tax effect of nonrecurring charges		8,382
		Total changes to retained earnings			$	(87,539	)
		Pro forma as adjusted assuming no exercise of the over-allotment option			$	(60,841	)
Assuming full exercise of the over-allotment option:
	Retained earnings as of July 3, 2004				$	26,698
	Excess cost of repurchasing Class B common stock		(49,821	)
	Excess cost of repurchasing preferred stock Series A and B		(42,923	)
	Excess cost of repurchasing warrants and options		(21,267	)
	Fees related to the issuance of Class A common stock represented by EISs		(22,221	)
	Write-off of existing deferred financing cost		(8,944	)
	Tax effect of nonrecurring charges		8,382
		Total changes to retained earnings			$	(136,794	)
		Pro forma as adjusted assuming full exercise of the over-allotment option			$	(110,096	)

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DILUTION

        Dilution is the amount by which the portion of the offering price paid by the purchasers of the EISs to be sold in the offering that is allocated to our shares of Class A common stock represented by the EISs exceeds the net tangible book value or deficiency per share of our common stock after the offering. Net tangible book value or deficiency per share of our common stock is determined at any date by subtracting our total liabilities (including mandatorily redeemable preferred stock) from our total assets less our intangible assets and dividing the difference by the number of shares of common stock deemed to be outstanding at that date. For purposes of this section, references to our "common stock" after the offering includes the shares of Class A common stock to be issued as part of the EISs and the shares of Class B common stock to be held by our existing stockholders.

        Our net tangible book deficiency as of July 3, 2004 was approximately $324.1 million, or $27.96 per share of common stock. After giving effect to this offering and the Transactions, including the use of proceeds as described in this prospectus, our pro forma net tangible book deficiency as of July 3, 2004 as adjusted would have been approximately $253.8 million, or $7.56 per share of common stock. This represents an immediate increase in net tangible book value of $20.40 per share of our common stock to our existing stockholders and an immediate dilution of $16.66 per share of our common stock to new investors purchasing Class A common stock represented by the EISs in this offering.

        The following table illustrates this substantial and immediate dilution to new investors:

	Per Share of Common Stock Assuming No Exercise of the Over- Allotment Option			Per Share of Common Stock Assuming Full Exercise of the Underwriters' Over- Allotment Option
Portion of the assumed initial offering price of $16.25 per EIS allocated to one share of Class A common stock	$	9.10		$	9.10
Net tangible book value (deficiency) per share as of July 3, 2004		(27.96	)		(27.96	)
Increase per share attributable to cash payments made by investors in this offering		20.40			19.22
Pro forma as adjusted net tangible book value (deficiency) after this offering		(7.56	)		(8.74	)
Dilution in net tangible book value per share to new investors	$	16.66		$	17.84

        The following table sets forth on a pro forma basis as of July 3, 2004 assuming no exercise of the underwriters' over-allotment option:

•

the total number of shares of our Class A common stock represented by EISs and of Class B common stock to be owned by our existing stockholders following the consummation of this offering and the other Transactions;



•

the total consideration paid by our existing stockholders and to be paid by the new investors purchasing Class A common stock in this offering; and



•

the average price per share of common stock paid by our existing stockholders (cash and stock) and to be paid by new investors purchasing Class A common stock in this offering:

		Shares of Common Stock Purchased
					Total Consideration
									Average Price Per Share of Common Stock
		Number	Percent		Amount		Percent
Existing stockholders		12,787,781	38.1	%	$	73,130	0.0	%	$	0.09
New investors		20,776,985	61.9	%		189,070,564	100.0	%		9.10
	Total	33,564,766	100.0	%	$	189,143,694	100.0	%

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

        The following selected historical consolidated financial data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our audited and unaudited consolidated financial statements and related notes to those statements included in this prospectus. The selected historical consolidated financial data as of and for the years ended January 1, 2000 (fiscal 1999), December 30, 2000 (fiscal 2000), December 29, 2001 (fiscal 2001), December 28, 2002 (fiscal 2002) and January 3, 2004 (fiscal 2003) have been derived from our consolidated financial statements, which have been audited by KPMG LLP, independent registered public accounting firm. The selected historical consolidated financial data for the twenty-six weeks ended June 28, 2003 and July 3, 2004 have been derived from our unaudited consolidated financial statements.

		Fiscal Year Ended															Twenty-six Weeks Ended
		January 1, 2000			December 30, 2000			December 29, 2001			December 28, 2002			January 3, 2004			June 28, 2003			July 3, 2004
																	(Unaudited)			(Unaudited)
		(Dollars in thousands, except ratios and per share data)
Statement of Operations Data(1):
Net sales(2)		$	336,112		$	351,416		$	279,779		$	293,677		$	328,356		$	143,823		$	184,412
Cost of goods sold			196,184			200,651			192,525			203,707			226,174			100,250			125,960
Gross profit			139,928			150,765			87,254			89,970			102,182			43,573			58,452
Sales, marketing and distribution expenses(2)			91,120			100,711			34,922			35,852			39,477			16,405			22,220
General and administrative expenses(3)			13,802			12,957			14,120			4,911			6,313	(6)		2,725	(6)		2,355
Management fees-related party			450			500			500			500			500			250			250
Environmental clean-up expenses			—			—			950			100			—			—			—
Special severance expenses			—			250			—			—			—			—			—
Operating income			34,556			36,347			36,762			48,607			55,892			24,193			33,627
Gain on sale of assets			—			—			(3,112	)(4)		—			—			—			—
Derivative gain			—			—			—			(2,524	)(5)		—			—			—
Interest expense, net			29,874			36,073			29,847			26,626			31,205			13,997			15,606
Income before income tax expense			4,682			274			10,027			24,505			24,687			10,196			18,021
Income tax expense			2,429			1,559			4,029			9,260			9,519			3,925			6,956
	Net income		2,253			(1,285	)		5,998			15,245			15,168			6,271			11,065
Less: preferred stock dividends accumulated			6,885			9,095			10,352			11,739			13,336			6,576			7,690
Net (loss) income available to common stockholders		$	(4,632	)	$	(10,380	)	$	(4,354	)	$	3,506		$	1,832		$	(305	)	$	3,375
Basic shares outstanding			102.5			102.5			104.7			105.5			105.5			105.5			105.5
Basic net (loss) income available to common stockholders per share		$	(45.19	)	$	(101.27	)	$	(41.59	)	$	33.23		$	17.36		$	(2.89	)	$	31.99
Diluted shares outstanding			102.5			102.5			104.7			141.0			141.0			105.5			141.0
Diluted net (loss) income available to common stockholders per share		$	(45.19	)	$	(101.27	)	$	(41.59	)	$	24.87		$	12.99		$	(2.89	)	$	23.94
Other Financial Data(1):
EBITDA(7)		$	49,704		$	52,101		$	54,164		$	56,431		$	61,906		$	26,934		$	36,864
Net cash provided by operating activities			13,227			24,201			21,470			26,417			27,431			11,353			9,932
Capital expenditures			(5,500	)		(5,891	)		(3,904	)		(6,283	)		(6,442	)		(3,065	)		(3,394	)
Payments for acquisition of business			(224,700	)		—			—			—			(118,179	)		—			—
Net proceeds from sale of assets			—			211			24,090			—			—			—			—
Net cash provided by (used in) financing activities			224,125			(12,831	)		(39,998	)		(19,351	)		89,470			(10,176	)		(750	)
Ratio of earnings to fixed charges(8)			1.2x			1.0x			1.3x			1.9x			1.8x			1.7x			2.1x
Senior debt / EBITDA(11)			4.4x			4.0x			3.1x			1.0x			2.4x			0.8x	(10)		2.1x	(10)
Total debt / EBITDA			6.9x			6.3x			5.3x			4.9x			6.0x			4.7x	(10)		5.1x	(10)
EBITDA / Cash interest expense(12)			1.8x			1.5x			1.9x			2.4x			2.3x			2.2x	(10)		2.5x	(10)

62

	Fiscal Year Ended										Twenty-six Weeks Ended
	January 1, 2000		December 30, 2000		December 29, 2001		December 28, 2002		January 3, 2004		June 28, 2003		July 3, 2004
											(Unaudited)		(Unaudited)
	(Dollars in thousands)
Selected Balance Sheet Data(1):
Cash and cash equivalents	$	7,745	$	13,433	$	15,055	$	15,866	$	8,092	$	13,896	$	13,926
Net working capital(9)		51,662		55,602		34,787		54,100		59,245		50,220		68,054
Total assets		477,057		457,016		426,006		430,673		549,939		428,397		564,765
Total debt		340,892		329,323		289,275		273,796		368,796		263,735		368,162
Mandatorily redeemable preferred stock		25,099		28,752		32,931		37,714		43,188		40,359		46,298
Total stockholders' equity	$	32,968	$	28,028	$	29,861	$	40,351	$	49,991	$	43,993	$	57,992

(1)

The purchase method of accounting was used to account for (a) the acquisition of certain assets of the Polaner and related brands from International Home Foods, Inc. on February 5, 1999; (b) the acquisition of the Heritage Portfolio of Brands from the Pillsbury Company, Indivined B.V. and IC Acquisition on March 15, 1999 and (c) the acquisition of Ortega from Nestlé Prepared Foods Company on August 21, 2003. We completed the sale of our wholly owned subsidiary, Burns & Ricker, Inc. to Nonni's Food Company, Inc. on January 17, 2001. Burns & Ricker sales for fiscal 2000 were $26.4 million.

(2)

Certain amounts in fiscal 2001 aggregating $52.7 million have been reclassified from sales, marketing and distribution expenses to a reduction of net sales in accordance with EITF Issue No. 00-14, "Accounting for Certain Sales Incentives," and EITF Issue No. 00-25, "Vendor Income Statement Characterization of Consideration to a Purchaser of the Vendor's Products or Services," as codified by EITF Issue 01-09. These EITF pronouncements, which we adopted in 2002, require us to classify certain coupon and promotional expenses as a reduction of net sales. The reclassification has no effect on operating income. Due to the specificity of similar information not being available in our information systems for fiscal 1999 and 2000, we are unable to determine what the reclassification amounts should be for those years.

(3)

We adopted the provisions of SFAS No. 142, "Goodwill and Other Intangible Assets," as of December 30, 2001. Effective December 30, 2001, we ceased the amortization of goodwill and trademarks. Amortization expenses related to goodwill and trademarks were $9.2 million, $9.5 million and $8.5 million in fiscal 1999, 2000 and 2001, respectively.

(4)

The gain on sale of assets of $3.1 million relates to the sale of our wholly owned subsidiary, Burns & Ricker, to Nonni's Food Company, Inc. on January 17, 2001.

(5)

Derivative gain reflects the change in fair value over the life of our interest rate swap agreement from the date we entered into the agreement to the date the swap agreement was terminated.

(6)

General and administrative expenses include an unusual bad debt expense incurred for 2003 of $0.6 million ($0.4 million, net of taxes) relating to Fleming Companies, Inc., which filed for Chapter 11 Bankruptcy on April 1, 2003.

(7)

We define EBITDA as net income before interest expense, net, income taxes, depreciation and amortization. We believe that the most directly comparable GAAP financial measure to EBITDA is net cash provided by operating activities. We present EBITDA because we believe it is a useful indicator of our historical debt capacity and ability to service debt. We also present this discussion of EBITDA because covenants in our new revolving credit facility and the indentures governing the senior notes and the senior subordinated notes contain ratios based on this measure. EBITDA is not a substitute for operating income or net income, as determined in accordance with generally accepted accounting principles. EBITDA is not a complete net cash flow measure because EBITDA is a measure of liquidity that does not include reductions for cash payments for an entity's obligation to service its debt, fund its working capital, capital expenditures and acquisitions and pay its income taxes and dividends. Rather, EBITDA is one potential indicator of an entity's ability to fund these cash requirements. EBITDA also is not a complete measure of an entity's profitability because it does not include costs and expenses for depreciation and amortization, interest and related expenses and income taxes. Set forth below is a reconciliation of net income to EBITDA and a reconciliation of EBITDA to net cash provided by operating activities for fiscal 1999, 2000, 2001, 2002 and 2003 and for the twenty-six weeks ended June 28, 2003 and twenty-six weeks ended July 3, 2004.

		Fiscal Year Ended											For the Twenty-six Weeks Ended
		January 1, 2000		December 30, 2000			December 29, 2001		December 28, 2002		January 3, 2004		June 28, 2003		July 3, 2004
													(Unaudited)		(Unaudited)
		(Dollars in thousands)
Net income		$	2,253	$	(1,285	)	$	5,998	$	15,245	$	15,168	$	6,271	$	11,065
Income taxes			2,429		1,559			4,029		9,260		9,519		3,925		6,956
Interest expense, net			29,874		36,073			29,847		26,626		31,205		13,997		15,606
Depreciation and amortization			15,148		15,754			14,290		5,300		6,014		2,741		3,237
	EBITDA		49,704		52,101			54,164		56,431		61,906		26,934		36,864

63

Income tax expense		$	(2,429	)	$	(1,559	)		(4,029	)		(9,260	)		(9,519	)		(3,925	)		(6,956	)
Interest expense, net			(29,874	)		(36,073	)		(29,847	)		(26,626	)		(31,205	)		(13,997	)		(15,606	)
Deferred income taxes			(268	)		2,150			3,832			5,532			4,382			2,254			3,138
Amortization of deferred financing and bond discount			1,477			1,843			1,972			2,686			2,839			1,487			1,284
Write-off of pre-existing deferred debt issuance costs			—			—			—			—			1,831			—			—
Gain on sale of assets			—			(93	)		(3,112	)		—			—			—			—
Changes in assets and liabilities, net of effects of business combination			(5,383	)		5,832			(1,510	)		(2,346	)		(2,803	)		(1,400	)		(8,792	)
	Net cash provided by operating activities	$	13,227		$	24,201		$	21,470		$	26,417		$	27,431		$	11,353		$	9,932

(8)

We have calculated the ratio of earnings to fixed charges by dividing earnings by fixed charges. For the purpose of this computation, earnings consist of income before income taxes plus fixed charges. Fixed charges consist of the sum of interest on indebtedness, amortized expenses related to indebtedness and an interest component of lease rental expense.

(9)

Net working capital is current assets excluding cash and cash equivalents minus current liabilities.

(10)

Ratios are calculated using the latest twelve months ended June 28, 2003 and July 3, 2004.

(11)

Senior debt, as defined in the indenture governing the existing senior subordinated notes, is equal to all of our outstanding debt excluding our existing senior subordinated notes.

			Fiscal Year Ended										For the Latest Twelve Months Ended
			January 1, 2000		December 30, 2000		December 29, 2001		December 28, 2002		January 3, 2004		June 28, 2003		July 3, 2004
													(Unaudited)		(Unaudited)
			(Dollars in thousands)
Senior secured credit facility:
	Revolving credit facility		$	—	$	—	$	—	$	—	$	—	$	—	$	—
	Term loan			220,000		208,750		168,962		54,856		149,625		44,679		148,875
Obligations under capital leases				892		573		313		—		—		—		—
		Senior debt	$	220,892	$	209,323	$	169,275	$	54,856	$	149,625	$	44,679	$	148,875
EBITDA				49,704		52,101		54,164		56,431		61,906		56,036		71,836
Senior debt/EBITDA				4.4x		4.0x		3.1x		1.0x		2.4x		0.8x		2.1x

(12)

Cash interest expense, calculated below, is equal to interest expense, net, less amortization of deferred financing and bond discount and write-off of pre-existing deferred debt issuance costs.

		Fiscal Year Ended															For the Latest Twelve Months Ended
		January 1, 2000			December 30, 2000			December 29, 2001			December 28, 2002			January 3, 2004			June 28, 2003			July 3, 2004
																	(Unaudited)			(Unaudited)
		(Dollars in thousands)
Interest expense, net		$	29,874		$	36,073		$	29,847		$	26,626		$	31,205		$	28,746		$	32,814
Amortization of deferred financing and bond discount			(1,477	)		(1,843	)		(1,972	)		(2,686	)		(2,839	)		(2,974	)		(2,636	)
Write-off of pre-existing deferred debt issuance costs			—			—			—			—			(1,831	)		—			(1,831	)
	Cash interest expense	$	28,397		$	34,230		$	27,875		$	23,940		$	26,535		$	25,772		$	28,347
EBITDA			49,704			52,101			54,164			56,431			61,906			56,036			71,836
EBITDA/Cash interest expense			1.8x			1.5x			1.9x			2.4x			2.3x			2.2x			2.5x

64

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

        On August 21, 2003, we acquired certain assets of Ortega for approximately $118.2 million including transaction costs, from Nestlé Prepared Foods Company. In connection with this transaction, we entered into a $200.0 million senior secured credit facility comprised of a $50.0 million five-year revolving credit facility and a $150.0 million six-year term loan facility. The proceeds of the term loan were used to fund the Ortega acquisition and refinance our then existing senior secured credit facility.

        The following unaudited pro forma condensed combined financial information of B&G Foods Holdings Corp. and subsidiaries as of and for the year ended January 3, 2004 and the twenty-six weeks ended June 28, 2003 and July 3, 2004 gives pro forma effect to the following transactions:

•

our acquisition of Ortega; and



•

borrowings used to fund the acquisition of Ortega.

        The unaudited pro forma as adjusted condensed combined financial information gives pro forma effect to:

•

the Ortega acquisition and related financing described above; and



•

this offering and the other Transactions, as defined under "Summary—The Transactions" on pages 4 and 5 of this prospectus.

        The following table sets forth the allocation of the Ortega purchase price. The cost of the Ortega acquisition has been allocated to tangible and intangible assets as of January 3, 2004 as follows:

	(Dollars in thousands)
Property, plant and equipment	$	5,964
Goodwill		76,310
Indefinite life intangible assets—trademarks		30,700
Other assets, principally net current assets		6,960
Other liabilities, principally net current liabilities		(2,039	)
Deferred income tax asset		284
	$	118,179

        The unaudited pro forma condensed combined statement of operations set forth below reflects pro forma adjustments that are based upon the historical statements of the acquired business giving effect to the transactions under the purchase method of accounting and the assumptions and adjustments described in the accompanying notes to the "Unaudited Pro Forma Condensed Combined Financial Statements" that we believe are reasonable. The unaudited pro forma condensed combined financial information does not purport to represent our results of operations or financial position that would have resulted had the transaction to which pro forma effect is given been consummated as of the date or for the period indicated.

        The unaudited pro forma condensed combined statements of operations and balance sheets and accompanying notes should be read in conjunction with the historical consolidated financial statements of our company and Ortega included in this prospectus.

65

	B&G Foods Holdings Corp. Unaudited Pro Forma Condensed Combined Statement of Operations For the Year Ended January 3, 2004 (In thousands, except per share data)
	B&G Foods Holdings Corp.(1)			Ortega(2)		Ortega Adjustments			Pro Forma for the Ortega Acquisition		Adjustments for the Transactions			Pro Forma As Adjusted for the Transactions
Net sales	$	328,356		$	46,457	$	—		$	374,813	$	—		$	374,813
Cost of goods sold		226,174			27,395		—			253,569		—			253,569
Gross profit		102,182			19,062		—			121,244		—			121,244
Sales, marketing and distribution expenses		39,477			13,893		(3,143)	(4)		50,227		—			50,227
General and administrative expenses		6,313	(3)		—		3,143	(4)		9,456		1,000	(7)		10,456
Management fees-related party		500			—		—			500		(500)	(7)		0
Operating income		55,892			5,169		0			61,061		(500	)		60,561	(8)
Interest expense, net		31,205			—		(195)	(5)		31,010		7,550	(9)		38,560
Income before income tax expense		24,687			5,169		195			30,051		(8,050	)		22,001	(8)
Income tax expense		9,519			—		2,081	(6)		11,600		(3,108)	(6)		8,492	(8)
Net income		15,168			5,169		(1,886	)		18,451		(4,942	)		13,509	(8)
Less: preferred stock dividends accumulated		13,336			—		—			13,336		(13,336)	(10)		—
Net income available to common stockholders	$	1,832		$	5,169	$	(1,886	)	$	5,115	$	8,394		$	13,509	(8)
Earnings per share data:
Basic common shares outstanding(11)(12)		11,593			—		—			11,593		N/A			N/A
Basic net income available to common stockholders per common share	$	0.16			N/A		N/A		$	0.44		N/A			N/A
Diluted common shares outstanding(11)(12)		15,492			—		—			15,492		N/A			N/A
Diluted net income available to common stockholders per common share	$	0.12			N/A		N/A		$	0.33		N/A			N/A
Basic and fully diluted:
Class A common stock		N/A			N/A		N/A			N/A		N/A		$	0.40	(21)
Class B common stock		N/A			N/A		N/A			N/A		N/A		$	0.40	(21)
Assumed cash dividends per share of common stock based upon intended dividend policy:
Class A common stock		N/A			N/A		N/A			N/A		N/A		$	0.85	(21)
Class B common stock		N/A			N/A		N/A			N/A		N/A		$	0.85	(21)

        See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

66

	B&G Foods Holding Corp. Unaudited Pro Forma Condensed Combined Statement of Operations For the Twenty-six Weeks Ended June 28, 2003 (In thousands, except per share data)
	B&G Foods Holdings Corp.(1)			Ortega(2)		Ortega Adjustments			Pro Forma for the Ortega Acquisition		Adjustments for the Transactions			Pro Forma As Adjusted for the Transactions
Net sales	$	143,823		$	37,479	$	—		$	181,302	$	—		$	181,302
Cost of goods sold		100,250			21,796		—			122,046		—			122,046
Gross profit		43,573			15,683		—			59,256		—			59,256
Sales, marketing and distribution expenses		16,405			12,426		(3,143	)(4)		25,688		—			25,688
General and administrative expenses		2,725	(3)		—		3,143	(4)		5,868		500	(7)		6,368
Management fees-related party		250			—		—			250		(250	)(7)		—
Operating income		24,193			3,257		—			27,450		(250	)		27,200	(8)
Interest expense, net		13,997			—		1,508	(5)		15,505		3,776	(9)		19,281
Income before income tax expense		10,196			3,257		(1,508	)		11,945		(4,026	)		7,919	(8)
Income tax expense		3,925			—		686	(6)		4,611		(1,554	)(6)		3,057
Net income		6,271			3,257		(2,194	)		7,334		(2,472	)		4,862	(8)
Less: preferred stock dividends accumulated		6,576			—		—			6,576		(6,576	)(10)		—
Net income available to common stockholders	$	(305	)	$	3,257	$	(2,194	)	$	758	$	4,104		$	4,862	(8)
Earnings per share data:
Basic common shares outstanding(11)(12)		11,593			—		—			11,593		N/A			N/A
Basic net income available to common stockholders per common share	$	(0.03	)		N/A		N/A		$	0.07		N/A			N/A
Diluted common shares outstanding(11)(12)		11,593			—		—			11,593		N/A			N/A
Diluted net income available to common stockholders per common share	$	(0.03	)		N/A		N/A		$	0.07		N/A			N/A
Basic and fully diluted:
Class A common stock		N/A			N/A		N/A			N/A		N/A		$	0.14	(21)
Class B common stock		N/A			N/A		N/A			N/A		N/A		$	0.14	(21)
Assumed cash dividends per share of common stock based upon intended dividend policy:
Class A common stock		N/A			N/A		N/A			N/A		N/A		$	0.42	(21)
Class B common stock		N/A			N/A		N/A			N/A		N/A		$	0.42	(21)

        See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

67

	B&G Foods Holding Corp. Unaudited Pro Forma Condensed Combined Statement of Operations For the Twenty-six Weeks Ended July 3, 2004 (In thousands, except per share data)
	B&G Foods Holdings Corp.(1)		Adjustments for the Transactions			Pro Forma As Adjusted for the Transactions
Net sales	$	184,412	$	—		$	184,412
Cost of goods sold		125,960		—			125,960
Gross profit		58,452		—			58,452
Sales, marketing and distribution expenses		22,220		—			22,220
General and administrative expenses		2,355		500	(7)		2,855
Management fees-related party		250		(250	)(7)		—
Operating income		33,627		(250	)		33,377	(8)
Interest expense, net		15,606		3,675	(9)		19,281
Income before income tax expense		18,021		(3,925	)		14,096	(8)
Income tax expense		6,956		(1,515	)(6)		5,441
Net income		11,065		(2,410	)		8,655	(8)
Less: preferred stock dividends accumulated		7,690		(7,690	)(10)		—
Net income available to common stockholders	$	3,375	$	5,280		$	8,655	(8)
Earnings per share data:
Basic common shares outstanding(11)(12)		11,593		N/A			N/A
Basic net income available to common stockholders per common share	$	0.29		N/A			N/A
Diluted common shares outstanding(11)(12)		15,492		N/A			N/A
Diluted net income available to common stockholders per common share	$	0.22		N/A			N/A
Basic and fully diluted:
Class A common stock		N/A		N/A		$	0.25	(21)
Class B common stock		N/A		N/A		$	0.25	(21)
Assumed cash dividends per share of common stock based upon intended dividend policy:
Class A common stock		N/A		N/A		$	0.42	(21)
Class B common stock		N/A		N/A		$	0.42	(21)

        See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

68

			B&G Foods Holdings Corp. and Subsidiaries Unaudited Pro Forma Condensed Combined Balance Sheets (Dollars in thousands)
			July 3, 2004(1)			Adjustments for the Transaction			As Adjusted for the Transaction
Assets
Cash and cash equivalents			$	13,926		$	(3,382	)(13)	$	10,544
Other current assets				115,607			(1,721	)(14)		113,886
Property, plant and equipment, net				44,081			—			44,081
Intangibles				382,110			—			382,110
Other assets				9,041			11,252	(14)		20,293
	Total assets		$	564,765		$	6,149		$	570,914
Liabilities and Stockholders' Equity
Current installments of long-term debt			$	1,500		$	(1,500	)(15)	$	—
Other current liabilities				45,845			(17,284	)(16)		28,561
Due to related party				208			—			208
Long-term debt, excluding current maturities				366,662			893	(15)		367,555
New revolving credit facility				—			—			—
Other liabilities				348			—			348
Deferred income taxes				45,912			—			45,912
	Total liabilities			460,475			(17,891	)		442,584
Mandatorily redeemable preferred stock				46,298			(46,298	)(17)		—
Stockholders' equity:
	13% Series A cumulative preferred stock			—			—			—
	13% Series B cumulative preferred stock			—			—			—
	Common stock, Class A			—			208	(18)		208
	Common stock, Class B			1			127	(18)		128
	Additional paid-in capital			31,321			157,542	(19)		188,863
	Accumulated other comprehensive loss			(28	)		—			(28	)
	Retained earnings (accumulated deficit)			26,698			(87,539	)(20)		(60,841	)
	Total stockholders' equity			57,992			70,338			128,330
		Total liabilities and stockholders' equity	$	564,765		$	6,149		$	570,914

        See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

69

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

(1)

Represents our historical consolidated statement of operations for the fiscal year ended January 3, 2004 and the twenty-six weeks ended June 28, 2003 and July 3, 2004 which are included elsewhere in this prospectus.



(2)

Represents Ortega's historical unaudited statement of direct revenue and direct expenses from January 1, 2003 through August 20, 2003 for the fiscal year ended January 3, 2004 and January 1, 2003 through June 30, 2003 for the twenty-six weeks ended June 30, 2003.



(3)

General and administrative expenses includes a bad debt expense incurred for fiscal 2003 and the twenty-six weeks ended June 28, 2003 of approximately $0.6 million ($0.4 million, net of tax) relating to Fleming Companies, Inc. which filed under Chapter 11 of the Bankruptcy Code on April 1, 2003.



(4)

Represents the classification of certain Ortega expenses to our reporting format. This amount represents corporate overhead allocations from Nestlé. These allocations represent charges that were attributable to Ortega and include Nestlé's related costs, such as employee benefits, human resources, management information systems, finance and selling and other general and administrative expenses.






Had Ortega's operations been included in our operations and cost structure from December 29, 2003, our management believes that they would have eliminated approximately $3.1 million of the Nestlé allocated costs for the period under Nestlé's ownership ($3.1 million for the period January 1, 2003 to June 30, 2003). No adjustments to the unaudited pro forma condensed combined statements of operations has been made for these projected cost savings.



(5)

Adjustment to eliminate our historical interest expense and to reflect our pro forma interest expense associated with borrowing for the acquisitions and amortization of deferred debt issuance costs (dollars in thousands):

	Year Ended January 3, 2004			Twenty-six Weeks Ended June 28, 2003
Historical net interest expense	$	(31,205	)(A)	$	(13,997	)
$220,000 existing senior subordinated notes (95/8%)		21,175			10,588
$150,000 term loan (5.0%)		7,500			3,750
Amortization of deferred debt issuance costs. In connection with (i) the issuance of the existing senior subordinated notes with interest payable semiannually on February 1 and August 1 of each year, of which $120,000 principal amount was originally issued in August 1997 and $100,000 principal amount was originally issued in March 2002 and (ii) the entering into of our $200,000 senior credit facility on August 21, 2003, we incurred approximately $9,583 and $5,299, respectively, in deferred debt issuance costs which are being amortized over the life of the related debt.		2,335			1,167
Incremental reduction in interest expense	$	(195	)	$	1,508

^(A)

Included in our historical net interest expense for the year ended January 3, 2004, is a write-off of $1.8 million of deferred financing costs in connection with the payment in full during the third quarter of fiscal 2003 of term loan B under our then existing term loan agreement.

A 0.125% increase in interest rates, applied to our borrowings for fiscal 2003, would have resulted in an increase in interest expense and a corresponding reduction in cash flow of approximately $0.2 million ($0.2 million for the twenty-six weeks ended June 28, 2003).

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(6)

Adjustment to income tax expense to reflect the income tax expense on the Ortega income before tax expense (income expense was not allocated to Ortega in its historical unaudited statement of direct revenue and direct expenses) and to the tax effect of the Ortega pro forma adjustments using the statutory tax rate of 38.6% for fiscal 2003 and the 2003 twenty-six week period and 2004 twenty-six week period, which approximates our federal and state tax rate. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

We intend to account for our issuance of EISs in this offering as an issuance of the separate securities evidenced by such EISs and to allocate the proceeds received for each EIS between the common stock and senior subordinated note represented thereby in the amounts of their respective fair values at the time of issuance. Accordingly, we will account for the senior subordinated notes represented by the EISs as long-term debt bearing a stated interest rate and maturing on                        , 2016. As discussed below, based on the opinion of tax counsel, we are of the view that the senior subordinated notes should be treated as debt for United States federal income tax purposes (although we have not sought a ruling from the IRS on this issue), and we intend to deduct annually interest expense of approximately $20.1 million on the senior subordinated notes from taxable income for United States federal and state income tax purposes. There can be no assurance that the classification of senior subordinated notes as debt (or the amount of interest expense deducted) will not be challenged by the IRS or will be sustained by a court of law if challenged.

If our treatment of the senior subordinated notes as debt is put at risk in the future as a result of a future ruling by the IRS or by a court of law, including an adverse ruling for EISs (or other similar securities) issued by other companies or as a result of a proposed adjustment by the IRS in an examination of our company or for any other reason, we will need to consider the effect of such developments on the determination of our future tax provisions and obligations. In the event the senior subordinated notes are required to be treated as equity for income tax purposes, then the cumulative interest expense associated with the senior subordinated notes for prior tax periods that are open to assessment and for future tax periods would not be deductible from taxable income and we would be required to recognize additional tax expense and establish a related income tax liability for prior period treatment. The additional tax due to the federal and state authorities would be based on our taxable income or loss for each of the years that we claimed the interest expense deduction and would materially and adversely affect our financial position, cash flow, and liquidity, and could affect our ongoing ability to make interest or dividend payments on the senior subordinated notes and dividend payments on the shares of common stock represented by the EISs and our ability to continue as a going concern. In addition, non-U.S. holders of our EISs could be subject to withholding taxes on the payment of interest treated as dividends on equity, which could subject us to additional liability for the withholding taxes that we do not collect on such payments. However, based on the opinion of our tax counsel, we do not currently intend to record a liability for a potential disallowance of this interest expense deduction or for the potential imposition of these withholding taxes.

A factor in the ongoing determination that no liability should be recorded in our consolidated financial statements with respect to the deductibility for income tax purposes of the interest on the senior subordinated notes is the veracity, at the time of the offering, of the representations that will be delivered by the purchasers of senior subordinated notes sold separately (not in the form of EISs), as described under the heading "Notice to Purchasers of Separate Senior Subordinated Notes." Procedures may be conducted in the future to confirm the veracity, at the time of this offering, of the purchaser representations. In addition, other

71

factors indicating the existence, at the time of this offering, of any plan or pre-arrangement described under the heading "Notice to Purchasers of Separate Senior Subordinated Notes" may also be relevant to this ongoing determination.

Consequently, even if the IRS does not challenge the federal income tax treatment of the senior subordinated notes, it is possible that we will at some point in the future, as a result of the findings of the procedures noted above, or IRS interpretations or other changes in circumstances, conclude that we should establish a reserve for tax liabilities associated with a disallowance of all or part of the interest deductions on the senior subordinated notes, although our present view is that no such reserve is necessary or appropriate. If we decide to maintain such a reserve, our income tax provision, and related income tax payable, would be materially impacted. As a result, our ability to pay dividends on the shares of our common stock could be materially impaired and the market price and/or liquidity for the EISs or our common stock could be adversely affected.

For more discussion of our (and our tax counsel's) conclusion that the senior subordinated notes should be treated as indebtedness for United States federal income tax purposes, see "Material U.S. Federal Income Tax Considerations—Consequences to U.S. Holders—Senior Subordinated Notes—Characterization of Senior Subordinated Notes."

(7)

Elimination of current annual and semi-annual management fee of $0.5 million and $0.3 million, respectively, paid to Bruckmann, Rosser, Sherrill & Co., Inc., which will no longer be paid upon the consummation of this offering and the other Transactions. Our management estimates ongoing incremental annual and semi-annual public company costs of $1.0 million and $0.5 million, respectively, as a result of this offering.



(8)

Nonrecurring charges directly attributable to this offering and the other Transactions total $21.7 million ($13.3 million, net of taxes) which include the write-off of bond discount of $0.7 million, write-off of current deferred financing fees and costs associated with the retirement of existing senior subordinated notes of $13.4 million, payment of transaction bonuses of $1.0 million and exercise of management stock options of $6.6 million. These charges, which we will recognize in the period in which the Transactions are consummated, are not reflected in the accompanying unaudited pro forma condensed combined statements of operations. They are recognized in the unaudited pro forma condensed combined balance sheet as a reduction in retained earnings (see note 20 of these Notes to Unaudited Pro Forma Condensed Combined Financial Statements).






In addition, our board of directors has approved in principle a transaction bonus plan that will provide our six most senior executive officers upon completion of this offering cash compensation in an aggregate amount, if any, equal to the amount by which the aggregate value of the Class B common stock retained by all members of our management plus the aggregate cash proceeds they receive upon the repurchase of their existing equity does not equal at least 10% of the total equity value of our company as determined by our board of directors or a special committee thereof. Any such cash compensation paid to the six most senior executive officers will reduce the cash proceeds of the Transactions available to repurchase our existing equity and will not result in any increase in borrowings under our new revolving credit facility or reduce the amount of cash on our balance sheet at the closing date. If the initial public offering price is $16.25, the mid-point of the expected range set forth on the cover page of this prospectus, we estimate the total compensation payable to the six most senior executive officers would be approximately zero and if the initial public offering price is $15.50, the low-point of the range, the total compensation payable would be $2.1 million. These charges, if any, which we will recognize in the period in which the Transactions are

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consummated, are not reflected in the accompanying unaudited pro forma condensed combined financial data.

(9)

Adjustment to reflect the increase in our interest expense related to the new revolving credit facility, the senior notes and the senior subordinated notes and the amortization of deferred debt issuance costs (dollars in thousands):

				Twenty-six Weeks Ended
	Year Ended January 3, 2004			June 28, 2003			July 3, 2004
Pro forma interest expense reflecting the acquisiton of Ortega and related financing	$	(31,010	)	$	(15,505	)	$	—
Actual interest expense		—			—			(15,606	)
Amortization of deferred debt issuance costs in connection with the (i) issuance of $30.0 million senior secured revolving facility due 2009, (ii) issuance of $200.0 million senior notes due 2011 and (iii) issuance of $148.6 million senior subordinated notes due 2016, including approximately $0.6 million, $7.6 million and $12.0 million, respectively, in deferred debt issuance costs which are being amortized over the life of the related debt		2,203			1,102			1,102
Interest expense relating to (i) $200.0 million of senior notes due 2011, (ii) $148.6 million of senior subordinated notes due 2016 and (iii) $19.0 million of senior subordinated notes due 2016		36,357			18,179			18,179
Incremental interest expense	$	7,550		$	3,776		$	3,675

A 0.125% increase in interest rates, applied to our borrowings, would have resulted in an increase in interest expense and a corresponding reduction in cash flow of approximately $0.3 million for the year ended January 3, 2004 and $0.1 million for the twenty-six weeks ended June 28, 2003 and July 3, 2004.

(10)

Eliminates the payment of preferred stock dividends, as all of the preferred stock will be retired.



(11)

The basic and diluted common shares reflect the conversion in the merger of B&G Foods, Inc. with and into B&G Holdings of each of our existing shares of common stock into 109.8901 shares of Class B common stock effective simultaneously with the closing of the Transactions. Our historical consolidated statements of operations for the fiscal year ended January 3, 2004 and the twenty-six weeks ended June 28, 2003 and July 3, 2004 have been retroactively adjusted for this stock split.



(12)

The adjustment to diluted common shares outstanding includes the offering of shares of our Class A common stock, and the repurchase of a portion of our Class B common stock, all of our outstanding options and a portion of our outstanding warrants, and the subsequent exercise of any remaining warrants on the date of expiration of the underwriters' over-allotment option.

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(13)

Net change in cash is as follows (dollars in thousands):

EIS offered hereby	$	337,626
% senior notes due 2011		200,000
% senior subordinated notes due 2016 sold separately		19,000
Total additions		556,626
Repayment of existing senior credit facility(A)		148,954
Retirement of existing senior subordinated notes(B)		228,823
Repurchase of preferred equity and repurchase of Class B common stock from existing investors(C)		144,025
Transaction fees, prepayment penalties, expenses and other(D)		38,206
Total reductions		560,008
Net cash used to fund Transactions	$	3,382

^(A)

Reflects the repayment of $149.0 million of term loan borrowings under our existing senior credit facility and accrued and unpaid interest.



^(B)

Reflects the retirement of $220.0 million aggregate principal amount of existing senior subordinated notes and accrued and unpaid interest.



^(C)

Includes the (i) repurchase of all of our issued and outstanding 13% Series A cumulative preferred stock, 13% Series B cumulative preferred stock, and Series C senior preferred stock and (ii) repurchase of 2.7 million shares of our outstanding Class B common stock including all of our outstanding options and a portion of our outstanding warrants to purchase Class B common stock.



^(D)

Includes (i) $20.2 million of debt issuance costs related to the Transactions, (ii) fees associated with the Class A common stock portion of the EISs of $14.2 million and (iii) other costs of $5.5 million which will be expensed when incurred. Of these fees, $1.7 million have been paid as of July 3, 2004.



(14)

The increase in other assets includes the following (dollars in thousands):

Write-off of existing deferred financing costs	$	(8,944	)
New deferred financing costs:
Amount relating to senior secured revolving credit facility, to be     amortized over five years		600
Amount relating to senior notes, to be amortized over seven years		7,554
Amount relating to senior subordinated notes, sold separately and as part of the EISs, to be amortized over     twelve years		12,042
Net increase in other assets	$	11,252

Other current assets include $1.7 million of these costs paid as of July 3, 2004.

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(15)

The net decrease in long-term debt reflects the following (dollars in thousands):

Repay all outstanding borrowings under, and terminate, our current senior secured credit facility	$	(148,875	)
Retire our $220.0 million aggregate principal amount outstanding 95/8% senior subordinated notes due 2007		(219,287	)
Issue $200.0 million aggregate principal amount of    % senior notes due 2011		200,000
Issue $19.0 million aggregate principal amount of    % senior subordinated notes due 2016 sold separately		19,000
Issue $148.6 million aggregate amount of    % senior subordinated notes due 2016, represented by EISs		148,555
Net decrease in long-term debt	$	(607	)
Amount decreasing current installments of long-term debt	$	(1,500	)
Amount increasing long-term debt		893
Net decrease in long-term debt	$	(607	)

See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies; Use of Estimates—Accounting Treatment of EISs."



(16)

Payment of accrued interest of $8.9 million relating to the existing senior credit facility and the senior subordinated notes due 2007 and reduce income taxes payable by $8.4 million relating to nonrecurring charges as described in Note 8.



(17)

Reflect the liquidation of the Series C senior preferred stock, including the face value and accreted dividends totaling $46.3 million.



(18)

Changes to common stock, Class A and Class B (dollars in thousands):

Issuance of 20,776,985 shares of Class A common stock, $0.01 par value per share, represented by EISs	$	208
Adjustment to reflect remaining 12,787,781 shares of Class B common stock, $0.01 par value per share, after repurchase of existing shares of common stock		127

See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies; Use of Estimates—Accounting Treatment of EISs."



(19)

Changes to additional paid-in capital (dollars in thousands):

Conversion of existing common stock to Class B common stock	$	(1,054	)
Repurchase of preferred stock Series A and B		(30,267	)
Issuance of Class A common stock represented by EISs		188,863
	$	157,542

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(20)

Changes to retained earnings (accumulated deficit) (dollars in thousands):

Excess cost of repurchasing Class B common stock	$	(7,745	)
Excess cost of repurchasing preferred stock Series A and B		(42,923	)
Excess cost of repurchasing warrants and options		(15,737	)
Fees related to the issuance of Class A common stock represented by EISs		(20,572	)
Write-off of existing deferred financing cost		(8,944	)
Tax effect of nonrecurring charges		8,382
	$	(87,539	)

(21)

Prior to the completion of this offering, our board of directors will adopt a dividend policy that reflects a basic judgment that our stockholders would be better served if we distributed our cash available to pay dividends to them instead of retaining it in our business. Under our dividend policy, we intend to pay quarterly dividends of $0.212 per share of Class A common stock for the first four full quarterly dividend payment periods following the closing of this offering and we intend to pay an annual dividend per share of Class B common stock equal to Class B Available Cash (as defined below under "Dividend Policy and Restrictions—General") for that period, divided by the number of shares of Class B common stock outstanding on the record date for such period, subject to the subordination provisions described in "Description of Capital Stock—Class B Common Stock." We have not declared or paid any dividends on our common stock in the past. Any declaration and payment of dividends on our common stock in the future is subject to the discretion of our board of directors. See "Dividend Policy and Restrictions."

This presentation does not represent the actual dividends that would have been paid with respect to our Class B common stock if the subordination provisions included in our organizational documents had been in effect during the periods presented. See "Dividend Policy and Restrictions—Subordination of Class B Dividends." Following the consummation of the offering, we will have two classes of common stock, designated as Class A common stock and Class B common stock, and as such we have presented pro forma basic and diluted earnings per share using the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock according to dividends declared and participation rights in undistributed earnings.

Basic earnings per share for our Class A and Class B common stock is calculated by dividing net income by the weighted average number of shares of Class A and Class B common stock outstanding. Diluted earnings per share for our Class A and Class B common stock will be the same as basic earnings per share, as following the consummation of the offering and the date of expiration of the underwriters' over-allotment option there will be no other securities, options or warrants that can be converted into common stock.

Pro forma net income available to our common stockholders is allocated between our two classes of common stock. The allocation among the two classes was based upon the two-class method.

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Under the two-class method, earnings per share for each class of common stock is presented as follows:

			Fiscal Year Ended January 3, 2004			Twenty-six Weeks Ended June 28, 2003			Twenty-six Weeks Ended July 3, 2004
Net income			$	13,509		$	4,862		$	8,655
Less: dividends intended to be paid on common shares				28,463			14,232			14,232
Undistributed loss available to Class A and Class B common stockholders				(14,954	)		(9,370	)		(5,577	)
Basic and diluted allocation of undistributed loss:
	Class A common stock			(9,257	)		(5,800	)		(3,452	)
	Class B common stock			(5,697	)		(3,570	)		(2,125	)
		Total	$	(14,954	)	$	(9,370	)	$	(5,577	)
Weighted average common shares outstanding:
	Class A common stock			20,777			20,777			20,777
	Class B common stock			12,788			12,788			12,788
Undistributed earnings
	Class A per share		$	(0.45	)	$	(0.28	)	$	(0.17	)
	Class B per share		$	(0.45	)	$	(0.28	)	$	(0.17	)
Intended distributed earnings
	Class A per share		$	0.85		$	0.42		$	0.42
	Class B per share		$	0.85		$	0.42		$	0.42
Earnings per share
	Class A per share		$	0.40		$	0.14		$	0.25
	Class B per share		$	0.40		$	0.14		$	0.25

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        We define EBITDA as net income before interest, income taxes, depreciation and amortization. We believe that the most directly comparable GAAP financial measure to EBITDA is net cash provided by (used in) operating activities. We present EBITDA because we believe it is a useful indicator of our historical debt capacity and ability to service debt. We also present this discussion of EBITDA because covenants in our new revolving credit facility and the indentures governing the senior notes and the senior subordinated notes contain certain ratios based on this measure. EBITDA is not a substitute for operating income or net income, as determined in accordance with generally accepted accounting principles. EBITDA is not a complete net cash flow measure because EBITDA is a measure of liquidity that does not include reductions for cash payments for an entity's obligation to service its debt, fund its working capital, capital expenditures and acquisitions and pay its income taxes and dividends. Rather, EBITDA is one potential indicator of an entity's ability to fund these cash requirements. EBITDA also is not a complete measure of an entity's profitability because it does not include costs and expenses for depreciation and amortization, interest and related expenses and income taxes. Set forth below is a reconciliation of net income to EBITDA and a reconciliation of the EBITDA to net cash provided by (used in) operating activities for fiscal 2003 and the 2003 twenty-six weeks and 2004 twenty-six weeks.

		For the Year Ended January 3, 2004 (Dollars in thousands)
		B&G Foods Holdings Corp.			Ortega			Ortega Adjustments			Pro Forma for the Ortega Acquisition			Adjustments for the Transactions			Pro Forma As Adjusted for the Transactions
Net income		$	15,168		$	5,169		$	(1,886	)	$	18,451		$	(4,942	)	$	13,509	(8)
Income taxes			9,519			—			2,081			11,600			(3,108	)		8,492
Interest expense, net			31,205			—			(195	)		31,010			7,550			38,560
Depreciation			6,014			659			—			6,673			—			6,673
EBITDA			61,906			5,828			—			67,734			(500	)		67,234
Income tax expense			(9,519	)		—			(2,081	)		(11,600	)		3,108			(8,492	)
Interest expense, net			(31,205	)		—			195			(31,010	)		(7,550	)		(38,560	)
Deferred income taxes			4,382			—			—			4,382			—			4,382
Amortization of deferred financing and bond discount			2,839			(504	)		—			2,335			(132	)		2,203
Write-off of pre-existing deferred debt issuance costs			1,831			—			—			1,831			(1,831	)		—
Changes in assets and liabilities, net of effects of business combination			(2,803	)		—			—			(2,803	)		—			(2,803	)
	Net cash provided by (used in) operating activities	$	27,431		$	5,324		$	(1,886	)	$	30,869		$	(6,905	)	$	23,964

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		For the Twenty-six Weeks Ended June 28, 2003 (Dollars in thousands)
		B&G Foods Holdings Corp.			Ortega			Ortega Adjustments			Pro Forma for the Ortega Acquisition			Adjustments for the Transactions			Pro Forma As Adjusted for the Transactions
Net income		$	6,271		$	3,257		$	(2,194	)	$	7,334		$	(2,472	)	$	4,862	(8)
Income taxes			3,925			—			686			4,611			(1,554	)		3,057
Interest expense, net			13,997			—			1,508			15,505			3,776			19,281
Depreciation			2,741			544			—			3,285			—			3,285
EBITDA			26,934			3,801			—			30,735			(250	)		30,485
Income tax expense			(3,925	)		—			(686	)		(4,611	)		1,554			(3,057	)
Interest expense, net			(13,997	)		—			(1,508	)		(15,505	)		(3,776	)		(19,281	)
Deferred income taxes			2,254			—			—			2,254			—			2,254
Amortization of deferred financing and bond discount			1,487			(320	)		—			1,167			(65	)		1,102
Changes in assets and liabilities, net of effects of business combination			(1,400	)		—			—			(1,400	)		—			(1,400	)
	Net cash provided by (used in) operating activities	$	11,353		$	3,481		$	(2,194	)	$	12,640		$	(2,537	)	$	10,103

		For the Twenty-six Weeks Ended July 3, 2004 (Dollars in thousands)
		B&G Foods Holdings Corp.			Adjustments for the Transactions			Pro Forma As Adjusted for the Transactions
Net income		$	11,065		$	(2,410	)	$	8,655	(8)
Income taxes			6,956			(1,515	)		5,441
Interest expense, net			15,606			3,675			19,281
Depreciation			3,237			—			3,237
EBITDA			36,864			(250	)		36,614
Income tax expense			(6,956	)		1,515			(5,441	)
Interest expense, net			(15,606	)		(3,675	)		(19,281	)
Deferred income taxes			3,138			—			3,138
Amortization of deferred financing and bond discount			1,284			(182	)		1,102
Changes in assets and liabilities, net of effects of business combination			(8,792	)		—			(8,792	)
	Net cash (used in) operating activities	$	9,932		$	(2,592	)	$	7,340

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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under the heading "Risk Factors" and elsewhere in this prospectus. The following discussion should be read in conjunction with our consolidated financial statements and related notes thereto included elsewhere in this prospectus.

General

        We manufacture, sell and distribute a diversified portfolio of high quality, shelf-stable, branded food products, many of which have leading regional or national retail market shares. In general, we position our branded products to appeal to the consumer desiring a high quality and reasonably priced branded product.

        Our business strategy is to continue to increase sales, profitability and free cash flow by enhancing our existing portfolio of branded shelf-stable products and by capitalizing on our competitive strengths. We intend to implement our strategy through the following initiatives: profitably growing our established brands, leveraging our unique multiple-channel sales and distribution system, introducing new products, capitalizing on the higher growth Mexican segment of the food industry, and expanding our brand portfolio with new licensing arrangements.

        Since 1996, we have acquired and successfully integrated 16 separate brands into our operations. We believe that successful future acquisitions, if any, will enhance our portfolio of existing businesses, further leveraging our existing platform.

        We completed the acquisition of certain assets of The Ortega Brand of Business from Nestlé Prepared Foods Company on August 21, 2003, which we refer to in this prospectus as "Ortega" or the "Ortega acquisition." The Ortega acquisition has been accounted for using the purchase method of accounting and, accordingly, the assets acquired, liabilities assumed and results of operations of the acquired business are included in our consolidated financial statements from the date of the acquisition. On January 17, 2001, we completed the sale of our wholly owned subsidiary, Burns & Ricker, Inc., to Nonni's Food Company, Inc. pursuant to a stock purchase agreement of the same date under which we sold all of the issued and outstanding capital stock of Burns & Ricker to Nonni's. The Ortega acquisition and the application of the purchase method of accounting and sale of Burns & Ricker affect comparability between periods.

        We are subject to a number of challenges that may adversely affect our businesses. These challenges, which are discussed below and under the headings "Forward-Looking Statements," "Risk Factors" and "Business" and elsewhere in this prospectus, include:

        Fluctuations in Commodity Prices:    We purchase raw materials, including agricultural products, meat and poultry from growers, commodity processors, other food companies and packaging manufacturers. Raw materials are subject to fluctuations in price attributable to a number of factors. In the past six to twelve months we have seen increasing prices in certain of these commodities, particularly in packaging materials, pork and chicken, and we expect that this trend may continue. We manage this risk by entering into short-term supply contracts and advance commodities purchase agreements from time to time, and if necessary, by raising prices. There can be no assurance, however, that any price increases by us will offset the increased cost of these raw material commodities, or that we will be able to raise prices at all.

        Consolidation in the Retail Trade and Consequent Inventory Reductions:    As the retail grocery trade continues to consolidate and our retail customers grow larger and become more sophisticated, our retail customers may demand lower pricing and increased promotional programs. These customers are

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also reducing their inventories and increasing their emphasis on private label products. To date we have been able to offset these trends by using our marketing expertise, unique products and category leadership to maintain and increase volume.

        Changing Customer Preferences:    Consumers in the market categories in which we compete frequently change their taste preferences, dietary habits and product packaging preferences. By anticipating, identifying or developing and marketing products that respond to these changes in consumer preferences, we have largely been able to offset this challenge.

        Consumer Concern Regarding Food Safety, Quality and Health:    The food industry is subject to consumer concerns regarding the safety and quality of certain food products, including the health implications of genetically modified organisms, obesity and trans fatty acids. By complying with applicable food and safety laws and regulations, we have been able to produce food products that generate consumer confidence in the safety and quality of our food products.

        Changing Valuations of the Canadian Dollar in Relation to the U.S. Dollar:    We purchase most of our maple syrup requirements from manufacturers located in Quebec, Canada. Over the past year the U.S. dollar has weakened against the Canadian dollar, which has in turn increased our costs relating to the production of our maple syrup products.

        To confront these challenges, we continue to take steps to build the value of our brands, to improve our existing portfolio of products with new product and marketing initiatives, to reduce costs through productivity and to address consumer concerns about food safety, quality and health.

        Fluctuations in commodity prices can lead to retail price volatility and intensive price competition, and can influence consumer and trade buying patterns. In fiscal 2003, our commodity costs for maple syrup, cucumbers and peppers have been higher than those incurred in fiscal 2002.

Critical Accounting Policies; Use of Estimates

        The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires our management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates made by management involve trade and consumer promotion expenses, allowances for excess, obsolete and unsaleable inventories, and the recoverability of goodwill, trademarks, property, plant and equipment and deferred tax assets. Actual results could differ from those estimates.

        Our significant accounting policies are described in note 2 to our consolidated financial statements included elsewhere in this prospectus. We believe the following critical accounting policies involve the most significant judgments and estimates used in the preparation of our consolidated financial statements.

        Trade and Consumer Promotion Expenses.    We offer various sales incentive programs to customers and consumers, such as price discounts, in-store display incentives, slotting fees and coupons. The recognition of expense for these programs involves the use of judgment related to performance and redemption estimates. Estimates are made based on historical experience and other factors. Actual expenses may differ if the level of redemption rates and performance vary from estimates.

        Inventories.    Inventories are valued at the lower of cost or market value and have been reduced by an allowance for excess, obsolete and unsaleable inventories. The estimate is based on our management's review of inventories on hand compared to estimated future usage and sales.

        Long-Lived Assets.    Long-lived assets, such as property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset

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may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

        Goodwill and intangible assets (trademarks) not subject to amortization are tested annually for impairment, and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset's fair value.

        Accounting Treatment for EISs.    Our EISs include Class A common stock and senior subordinated notes. Upon completion of this offering, proceeds from the issuance of the EISs will first be allocated, based upon relative fair value at the issuance date, to the Class A common stock and the senior subordinated notes. We expect that the price paid in the EIS offering will be equivalent to the fair value of the Class A common stock and the senior subordinated notes, and that the price paid in the offering for the senior subordinated notes sold separately (not in the form of EISs) will be equivalent to their initial stated principal amount. We currently believe there are no embedded derivative features related to the EIS security that may require bifurcation under FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended (FAS 133). Therefore, we expect that we will allocate the entire proceeds of the EIS offering to the Class A common stock and the senior subordinated notes and that the allocation of the EIS proceeds to the Class A common stock and the senior subordinated notes will not result in a substantial premium or discount.

        We have concluded that the call option and the change in control put option in the senior subordinated notes do not warrant separate accounting under FAS 133 because they are clearly and closely related to the economic characteristics of the host debt instrument. Therefore, we expect that we will allocate the entire proceeds of the offering to the Class A common stock and the senior subordinated notes. Upon subsequent issuances, if any, of senior subordinated notes, we will evaluate whether the call option and the change in control put option in the senior subordinated notes warrant separate accounting under FAS 133. We expect that if there is a substantial discount or premium upon a subsequent issuance of senior subordinated notes, we may need to separately account for the call option and the change in control put option features as embedded derivatives for such subsequent issuance. If we determine that the embedded derivatives, if any, require separate accounting from the debt host contract under SFAS 133, the call option and the change in control put option associated with the senior subordinated notes will be recorded as derivative liabilities at fair value, with changes in fair value recorded as other non-operating income or expense. Any discount on the senior subordinated notes resulting from the allocation of proceeds to an embedded derivative will be amortized to interest expense over the life of the senior subordinated notes.

        The Class A common stock portion of each EIS will be included in stockholders' equity, net of the related portion of the EIS transaction costs allocated to Class A common stock, and dividends paid on the Class A common stock will be recorded as a reduction to retained earnings when declared by us. The senior subordinated note portion of each EIS will be included in long-term debt, and the related portion of the EIS transaction costs allocated to the senior subordinated notes will be capitalized as deferred financing costs and amortized to interest expense using the effective interest method. Interest on the senior subordinated notes will be charged to expense as accrued by us. We intend to determine the fair value of the Class A common stock and the senior subordinated notes with reference to a number of factors, including the sale of the senior subordinated notes sold separately from the EISs that have the same terms as the senior subordinated notes included in the EISs.

        Income Tax Expense Estimates and Policies.    As part of the income tax provision process of preparing our consolidated financial statements, we are required to estimate our income taxes. This process involves estimating our current tax exposure together with assessing temporary differences

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resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income and to the extent we believe the recovery is not likely, we must establish a valuation allowance. Further, to the extent that we establish a valuation allowance or increase this allowance in a financial accounting period, we must include a tax provision, or reduce our tax benefit in our consolidated statement of operations. We use our judgment to determine our provision or benefit for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets.

        We have recorded deferred tax assets, a portion of which represents net operating loss carryforwards. A valuation allowance has been recorded for certain state net operating loss carryforwards.

        There are various factors that may cause those tax assumptions to change in the near term, and we may have to record a valuation allowance against our deferred tax assets. We cannot predict whether future U.S. federal income tax laws and regulations might be passed that could have a material effect on our results of operations. We assess the impact of significant changes to the U.S. federal and state income tax laws and regulations on a regular basis and update the assumption and estimates used to prepare our financial statements when new regulation and legislation is enacted.

        We intend to account for our issuance of EISs in this offering as an issuance of the separate securities evidenced by such EISs and to allocate the proceeds received for each EIS between the common stock and senior subordinated note represented thereby in the amounts of their respective fair values at the time of issuance. Accordingly, we will account for the senior subordinated notes represented by the EISs as long-term debt bearing a stated interest rate and maturing on                        , 2016. As discussed below, based on the opinion of tax counsel, we are of the view that the senior subordinated notes should be treated as debt for United States federal income tax purposes (although we have not sought a ruling from the IRS on this issue), and we intend to deduct annually interest expense of approximately $20.1 million on the senior subordinated notes from taxable income for United States federal and state income tax purposes. There can be no assurance that the classification of senior subordinated notes as debt (or the amount of interest expense deducted) will not be challenged by the IRS or will be sustained by a court of law if challenged.

        If our treatment of the senior subordinated notes as debt is put at risk in the future as a result of a future ruling by the IRS or by a court of law, including an adverse ruling for EISs (or other similar securities) issued by other companies or as a result of a proposed adjustment by the IRS in an examination of our company or for any other reason, we will need to consider the effect of such developments on the determination of our future tax provisions and obligations. In the event the senior subordinated notes are required to be treated as equity for income tax purposes, then the cumulative interest expense associated with the senior subordinated notes for prior tax periods that are open to assessment and for future tax periods would not be deductible from taxable income and we would be required to recognize additional tax expense and establish a related income tax liability for prior period treatment. The additional tax due to the federal and state authorities would be based on our taxable income or loss for each of the years that we claimed the interest expense deduction and would materially and adversely affect our financial position, cash flow, and liquidity, and could affect our ongoing ability to make interest or dividend payments on the senior subordinated notes and dividend payments on the shares of common stock represented by the EISs and our ability to continue as a going concern. In addition, non-U.S. holders of our EISs could be subject to withholding taxes on the payment of interest treated as dividends on equity, which could subject us to additional liability for the withholding taxes that we do not collect on such payments. However, based on the opinion of our tax counsel, we do not currently intend to record a liability for a potential disallowance of this interest expense deduction or for the potential imposition of these withholding taxes.

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        A factor in the ongoing determination that no liability should be recorded in our financial statements with respect to the deductibility for income tax purposes of the interest on the senior subordinated notes is the veracity, at the time of the offering, of the representations that will be delivered by the purchasers of senior subordinated notes sold separately (not in the form of EISs), as described under the heading "Notice to Purchasers of Separate Senior Subordinated Notes." Procedures may be conducted in the future to confirm the veracity, at the time of this offering, of the purchaser representations. In addition, other factors indicating the existence, at the time of this offering, of any plan or pre-arrangement described under the heading "Notice to Purchasers of Separate Senior Subordinated Notes" may also be relevant to this ongoing determination.

        Consequently, even if the IRS does not challenge the federal income tax treatment of the senior subordinated notes, it is possible that we will at some point in the future, as a result of the findings of the procedures noted above, or IRS interpretations or other changes in circumstances, conclude that we should establish a reserve for tax liabilities associated with a disallowance of all or part of the interest deductions on the senior subordinated notes, although our present view is that no such reserve is necessary or appropriate. If we decide to maintain such a reserve, our income tax provision, and related income tax payable, would be materially impacted. As a result, our ability to pay dividends on the shares of our common stock could be materially impaired and the market price and/or liquidity for the EISs or our common stock could be adversely affected.

        For more discussion of our (and our tax counsel's) conclusion that the senior subordinated notes should be treated as indebtedness for United States federal income tax purposes, see "Material U.S. Federal Income Tax Considerations—Consequences to U.S. Holders — Senior Subordinated Notes—Characterization of Senior Subordinated Notes."

        Stock-Based Compensation.    Certain of our officers, employees and non-employees have equity-based compensation arrangements under which they hold options to acquire shares of common stock of the company. For officers and employees, we account for our stock option plan in accordance with the provisions of Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. As such, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price. SFAS No. 123, "Accounting for Stock-Based Compensation," permits entities to recognize as expense over the vesting period the fair value of all stock-based awards on the date of grant. Alternatively, SFAS No. 123 allows entities to continue to apply the provisions of APB Opinion No. 25 and provide pro forma net income and pro forma earnings per share disclosures for employee stock option grants made in 1995 and future years as if the fair-value-based method defined in SFAS No. 123 had been applied. We have elected to continue to apply the provisions of APB Opinion No. 25 and provide the pro forma disclosure provisions of SFAS No. 123, as amended by SFAS No. 148. Upon the occurrence of a change in control, as defined in our stock option plan, any unvested outstanding options become immediately vested and exercisable in full. Simultaneously with, and subject to the closing of, this offering, all outstanding options under the stock option plan will be repurchased for cash and the stock option plan will be terminated. We will record stock compensation expense in the period in which this offering is closed based on the amount paid to the officers and employees in excess of the exercise price of the underlying option.

        The repurchase of non-employee stock options will be charged to equity up to fair value of the stock options on the date of repurchase. Amounts paid in excess of fair value, if any, will be recognized as additional compensation expense.

        Certain holders of our mandatorily redeemable preferred stock were previously issued the existing warrants, which are exercisable to purchase shares of our common stock. The fair value of the warrants granted was determined using the Black Scholes pricing model. The warrants were accounted for as a discount of the mandatorily redeemable preferred stock and the accretion of such warrants is charged to net income available for common stockholders over the life of the warrants. As of July 3, 2004, all

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warrants are exercisable by the holders. Simultaneously with, and subject to the closing of, this offering, a portion of our outstanding warrants to purchase common stock will be repurchased for cash and charged to stockholders' equity in the period in which this offering is closed. The holders of the warrants have notified us that any existing warrants not repurchased by us upon the initial closing or on or prior to the date of expiration of the underwriters' over-allotment option will be exercised by the holders on such expiration date, and the holders of the remaining warrants will receive shares of Class B common stock pursuant to the terms of the warrants. Upon such exercise, there will be no change in stockholders' equity in the period from the initial closing date to the date of expiration of the underwriters' over-allotment option.

        Earnings Per Share.    Following the consummation of the offering, we will have two classes of common stock, designated as Class A common stock and Class B common stock, and we will present basic and diluted earnings per share using the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock according to dividends declared and participation rights in undistributed earnings.

        Net income available to our common stockholders will be allocated among our two classes of common stock. The allocation among the two classes will be based upon the two-class method. Basic earnings per share for our Class A and Class B common stock is calculated by dividing net income by the weighted average number of shares of Class A and Class B common stock outstanding. Diluted earnings per share for our Class A and Class B common stock will be the same as basic earnings per share, as following the consummation of this offering and the date of expiration of the underwriters' over-allotment option there will be no other securities, options or warrants that can be converted into common stock.

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Results of Operations

        The following table sets forth the percentages of net sales represented by selected items reflected in our Consolidated Statements of Operations. The year-to-year comparisons of financial results are not necessarily indicative of future results:

		Fiscal Year Ended						Twenty-six Weeks Ended
		December 29, 2001		December 28, 2002		January 3, 2004		June 28, 2003		July 3, 2004
		Actual		Actual		Actual		Actual		Actual
Common Size Income Statement:
Net sales		100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold		68.8		69.4		68.9		69.7		68.3
	Gross profit	31.2		30.6		31.1		30.3		31.7
Sales, marketing and distribution expenses		12.5		12.2		12.0		11.4		12.0
General and administrative expenses		5.0		1.7		1.9		1.9		1.3
Management fees-related party		0.2		0.2		0.2		0.2		0.1
Environmental clean-up expenses		0.3		0.0		0.0		0.0		0.0
	Operating income	13.1		16.6		17.0		16.8		18.2
Gain on sale of assets		(1.1	)	0.0		0.0		0.0		0.0
Derivative gain		0.0		(0.9	)	0.0		0.0		0.0
Interest expense, net		10.7		9.1		9.5		9.7		8.5
	Income before income taxes	3.6		8.3		7.5		7.1		9.8
Provision for income taxes		1.4		3.2		2.9		2.7		3.8
	Net income	2.1		5.2		4.6		4.4		6.0
Preferred stock dividend accumulated and related charges		3.7		4.0		4.1		4.6		4.2
Net (loss) income available to common stockholders per common share		(1.6	)%	1.2	%	0.6	%	(0.2	)%	1.8	%

        As used in this section the terms listed below have the following meanings:

        Net Sales.    Our net sales represents gross sales of products shipped to customers plus amounts charged customers for shipping and handling, less cash discount, coupon redemption, slotting fees and trade promotional spending.

        Gross Profit.    Our gross profit is equal to our net sales less cost of goods sold. The primary components of our cost of goods sold are cost of internally manufactured products, purchases of finished goods from co-packers plus freight costs to our distribution centers and to our customers.

        Sales, Marketing and Distribution Expenses.    Our sales, marketing and distribution expenses include costs for marketing personnel, consumer programs, internal sales forces, brokerage costs and warehouse facilities.

        General and Administrative Expenses.    Our general and administrative expenses include administrative employee compensation and benefit costs, as well as information technology infrastructure and communication costs, office rent and supplies, professional services, management fees and other general corporate expenses.

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Non-GAAP Financial Measures

        Certain disclosures in this document include "non-GAAP (Generally Accepted Accounting Principles) financial measures." A non-GAAP financial measure is defined as a numerical measure of our financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in our consolidated balance sheets and related consolidated statements of operations, stockholders' equity, and cash flows. We present EBITDA (earnings before interest, taxes, depreciation and amortization) because we believe it is a useful indicator of our historical debt capacity and ability to service debt. We also present this discussion of EBITDA because covenants in the indenture governing our senior subordinated notes, our new revolving credit facility and the indenture governing the senior notes will contain ratios based on this measure.

        A reconciliation of EBITDA with the most directly comparable GAAP measure is included below for the fifty-three weeks ended January 3, 2004, the fifty-two weeks ended December 28, 2002, the fifty-two weeks ended December 29, 2001, the twenty-six weeks ended June 28, 2003 and the twenty-six weeks ended July 3, 2004 along with the components of EBITDA.

        EBITDA margin is calculated as a percentage of net sales.

        Reconciliation of EBITDA to Net Cash Provided By Operating Activities.

											Twenty-six Weeks Ended
		Fiscal 2001			Fiscal 2002			Fiscal 2003			June 28, 2003			July 3, 2004
		(Dollars in millions)
Net income		$	6.0		$	15.2		$	15.2	(1)	$	6.3		$	11.1
Depreciation			14.3			5.3			6.0			2.7			3.2
Income tax expense			4.0			9.3			9.5			3.9			7.0
Interest expense, net			29.8			26.6			31.2			14.0			15.6
	EBITDA(2)		54.1			56.4			61.9			26.9			36.9
Income tax expense			(4.0	)		(9.3	)		(9.5	)		(3.9	)		(7.0	)
Interest expense, net			(29.8	)		(26.6	)		(31.2	)		(14.0	)		(15.6	)
Deferred income taxes			3.8			5.5			4.4			2.3			3.1
Amortization of deferred financing and bond discount			2.0			2.7			2.8			1.5			1.3
Write-off of pre-existing deferred debt issuance costs			—			—			1.8			—			—
Gain on sale of assets			(3.1	)		—			—			—			—
Changes in assets and liabilities, net of effects of business combination			(1.5	)		(2.3	)		(2.8	)		(1.4	)		(8.8	)
	Net cash provided by operating activities	$	21.5		$	26.4		$	27.4		$	11.4		$	9.9

(1)

Net income includes an unusual bad debt expense incurred for fiscal 2003 and the 2003 twenty-six week period of $0.6 million ($0.4 million, net of tax) relating to Fleming Companies, Inc. which filed for Chapter 11 Bankruptcy on April 1, 2003.

(2)

We define EBITDA as net income before interest expense, net, income taxes, depreciation and amortization. We believe that the most directly comparable GAAP financial measure to EBITDA is net cash provided by operating activities. The table above presents a reconciliation of EBITDA to net cash provided by operating activities. We present EBITDA because we believe it is a useful indicator of our historical debt capacity and ability to service our debt. We also present this discussion of EBITDA because covenants in the indenture governing our senior subordinated notes, our new revolving credit facility and the indenture governing the senior notes contain ratios based on this measure. EBITDA is not a substitute for operating income, net income or net cash flows provided by operating activities, as determined in accordance with generally accepted accounting principles. EBITDA is not a complete net

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cash flow measure because EBITDA is a measure of liquidity that does not include reductions for cash payments for an entity's obligation to service its debt, fund its working capital, capital expenditures and acquisitions and pay its income taxes and dividends. Rather, EBITDA is one potential indicator of an entity's ability to fund these cash requirements. EBITDA also is not a complete measure of an entity's profitability because it does not include costs and expenses for depreciation and amortization, interest and related expenses and income taxes. EBITDA, as we define it, may differ from similarly named measures used by other entities.

Twenty-six week period ended July 3, 2004 compared to twenty-six week period ended June 28, 2003.

        Net Sales.    Net sales increased $40.6 million or 28.2% to $184.4 million for the twenty-six week period ended July 3, 2004 from $143.8 million for the twenty-six week period ended June 28, 2003. The Ortega acquisition, which occurred August 21, 2003, accounted for $39.7 million of the sales increase. Sales of the our line of Maple Grove Farms Of Vermont, Emeril, Las Palmas and Regina products increased $2.0 million, $1.2 million, $0.5 million and $0.3 million or 9.2%, 9.5%, 5.0% and 5.8%, respectively, reflecting higher unit volume. These increases were offset by a reduction of sales in B&M Baked Beans, Polaner and Bloch & Guggenheimer products in the amounts of $2.1 million, $0.7 million and $0.7 million or 13.2%, 4.1% and 2.8%, respectively. All other brands increased, in the aggregate by, $0.4 million or 1.3%.

        Gross Profit.    Gross profit increased $14.9 million or 34.2% to $58.5 million for the twenty-six week period ended July 3, 2004 from $43.6 million for the twenty-six week period ended June 28, 2003. Gross profit expressed as a percentage of net sales increased to 31.7% in the twenty-six week period ended July 3, 2004 from 30.3% in the twenty-six week period ended June 28, 2003. The increase in gross profit percentage was primarily the result of the favorable business impact of the Ortega acquisition, partially offset by higher costs of maple syrup and of pickle and pepper products, an increase in packaging costs and pepper production and an increase in trade spending.

        Sales, Marketing and Distribution Expenses.    Sales, marketing and distribution expenses increased $5.8 million or 35.5% to $22.2 million for the twenty-six week period ended July 3, 2004 from $16.4 million for the twenty-six week period ended June 28, 2003. These expenses as a percentage of net sales increased to 12.0% for the twenty-six week period ended July 3, 2004 from 11.4% for the twenty-six week period ended June 28, 2003. The Ortega acquisition accounted for $5.3 million of the increase in sales and marketing expenses for the twenty-six week period ended July 3, 2004. All other expenses increased $0.5 million.

        General and Administrative Expenses.    General and administrative expenses and management fees decreased $0.4 million or 12.4% to $2.6 million for the twenty-six week period ended July 3, 2004 from $3.0 million in the twenty-six week period ended June 28, 2003. Included in the twenty-six week period ended June 28, 2003 is a bad debt write-off of $0.6 million relating to Fleming Companies, Inc., which filed Chapter 11 bankruptcy on April 1, 2003.

        Operating Income.    As a result of the foregoing, operating income increased $9.4 million or 39.0% to $33.6 million for the twenty-six week period ended July 3, 2004 from $24.2 million for the twenty-six week period ended June 28, 2003. Operating income expressed as a percentage of net sales increased to 18.2% in the twenty-six week period ended July 3, 2004 from 16.8% in the twenty-six week period ended June 28, 2003.

        Interest Expense.    Interest expense, net, increased $1.6 million to $15.6 million for the twenty-six week period ended July 3, 2004 from $14.0 million in the twenty-six week period ended June 28, 2003. In addition, average debt outstanding increased approximately $100.0 million in the twenty-six week period ended July 3, 2004 verses the twenty-six week period ended June 28, 2003. See "—Liquidity and Capital Resources—Debt" below.

        Income Tax Expense.    Income tax expense increased $3.0 million or 77.2% to $7.0 million for the twenty-six week period ended July 3, 2004 from $3.9 million in the twenty-six week period ended June 28, 2003. Our effective tax rate was 38.6% for the twenty-six week period ended July 3, 2004 and 38.5% for the twenty-six week period ended June 28, 2003.

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Year Ended January 3, 2004 Compared to Year Ended December 28, 2002

        Net Sales.    Net sales increased $34.7 million or 11.8% to $328.4 million for the 53 week period ended January 3, 2004 (fiscal 2003) from $293.7 million for the 52 week period ended December 28, 2002 (fiscal 2002). The Ortega acquisition accounted for $33.4 million of the sales increase during fiscal 2003. Sales of our Maple Grove Farms of Vermont, Underwood, Emeril's and Bloch & Guggenheimer brands increased $2.2 million, $1.0 million, $0.9 million and $0.8 million or 4.8%, 4.7%, 3.7% and 1.7%, respectively, largely reflecting higher unit volume. Sales of our Joan of Arc, Regina, Ac'cent, Polaner and Sa-són brands decreased by $0.8 million, $0.7 million, $0.6 million, $0.5 million and $0.3 million, or 6.4%, 5.8%, 3.5%, 1.3% and 6.6%, respectively, largely reflecting lower unit volume. All other brands decreased, in the aggregate, $0.7 million or 0.9%.

        Gross Profit.    Gross profit increased $12.2 million or 13.6% to $102.2 million in fiscal 2003 from $90.0 million in fiscal 2002. Gross profit expressed as a percentage of net sales increased to 31.1% in fiscal 2003 from 30.6% in fiscal 2002. The increase in gross profit percentage was primarily the result of the favorable business impact of the Ortega acquisition and a reduction in co-pack costs for our Underwood, Joan of Arc and Las Palmas brands, partially offset by higher costs of maple syrup, the increased costs of pickle and pepper production and an increase in trade spending.

        Sales, Marketing and Distribution Expenses.    Sales, marketing and distribution expenses increased $3.6 million or 10.1% to $39.5 million for fiscal 2003 from $35.9 million for fiscal 2002. These expenses expressed as a percentage of net sales decreased to 12.0% in fiscal 2003 from 12.2% in fiscal 2002. The Ortega acquisition accounted for $3.3 million of the increase in sales and marketing expenses for fiscal 2003. For brands other than Ortega, marketing costs increased $0.2 million or 2.2% relating to additional spending on consumer marketing programs and brokerage expenses increased $0.4 million or 6.7% during fiscal 2003 as compared with prior year. All other expenses decreased $0.3 million during fiscal 2003.

        General and Administrative Expenses.    General and administrative expenses and management fees increased $1.4 million or 25.9% to $6.8 million in fiscal 2003 from $5.4 million in fiscal 2002. Included in fiscal 2003 is a bad debt write-off of $0.6 million relating to Fleming Companies, Inc., which filed Chapter 11 bankruptcy on April 1, 2003. Transitional expenses related to the Ortega acquisition accounted for $0.2 million of the increase, incentive compensation increased $0.4 million and computer equipment depreciation increased $0.2 million during fiscal 2003 as compared with prior year.

        Environmental Clean-Up Expenses.    We recorded a charge of $0.1 million, in fiscal 2002, relating to the Combe Fill South Landfill in New Jersey as described under "Business-Environmental Matters."

        Operating Income.    As a result of the foregoing, operating income increased $7.3 million or 15.0% to $55.9 million in fiscal 2003 from $48.6 million in fiscal 2002. Operating income expressed as a percentage of net sales increased to 17.0% in fiscal 2003 from 16.6% in fiscal 2002.

        Derivative Gain.    Income of $2.5 million was recorded in fiscal 2002 reflecting the change in fair value of our interest rate swap agreement since the date we entered into the agreement (March 21, 2002). The interest rate swap was terminated during the latter part of fiscal 2002.

        Interest Expense.    Interest expense, net, increased $4.6 million to $31.2 million in fiscal 2003 from $26.6 million in fiscal 2002. The increase is due primarily to the write-off of $1.8 million of deferred financing costs in connection with the payment in full during fiscal 2003 of the term loan B under our then-existing term loan agreement dated as of March 15, 1999. In addition, total debt increased due to borrowings under a credit facility in connection with the purchase of the Ortega acquisition.

        Income Tax Expense.    Income tax expense increased $0.2 million to $9.5 million in fiscal 2003 from $9.3 million in fiscal 2002. Our effective tax rate for fiscal 2003 was 38.6% as compared with 37.8% for fiscal 2002. Cash taxes due were $5.1 million in fiscal 2003 and $3.7 million in fiscal 2002.

        Preferred stock dividends accumulated and related charges.    Preferred stock dividends accumulated and related charges increased $1.6 million to $13.3 million for fiscal 2003 from $11.7 million in for fiscal 2002.

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Year Ended December 28, 2002 Compared to Year Ended December 29, 2001

        Net Sales.    Net sales increased $13.9 million or 5.0% to $293.7 million fiscal 2002 from $279.8 million for the 52 week period ended December 29, 2001 (fiscal 2001). Sales of our Emeril's, Las Palmas, Maple Grove Farms of Vermont, Ac'cent, Trappey's, Wright's and Polaner brands increased $7.6 million, $2.6 million, $2.2 million, $2.2 million, $0.6 million, $0.3 million and $0.3 million or 45.1%, 14.5%, 5.1%, 13.5%, 4.2%, 6.0% and 0.7%, respectively, largely reflecting higher unit volume. Sales of our B&M baked beans and Sa-són brands decreased by $0.7 million and $0.5 million, or 2.6% and 9.3%, respectively. Our fiscal 2002 net sales increase was offset by $0.7 million, reflecting the disposition of the Burns & Ricker brand early in fiscal 2001.

        Gross Profit.    Gross profit increased $2.7 million or 3.1% to $90.0 million for fiscal 2002 from $87.3 million in fiscal 2001. Gross profit expressed as a percentage of net sales decreased to 30.6% in fiscal 2002 from 31.2% in fiscal 2001. The decrease in gross profit percentage resulted from higher costs of maple syrup, increased costs from the co-packers of the Underwood, Joan of Arc and Las Palmas brands and an increase in trade spending which is now included as a reduction to net sales. These cost increases were offset by a mix shift of products sold by us and a reduction in delivery expenses in an amount equal to 0.4% of net sales.

        Sales, Marketing and Distribution Expenses.    Sales, marketing and distribution expenses increased $0.9 million or 2.7% to $35.9 million for fiscal 2002 from $34.9 million for fiscal 2001. These expenses expressed as a percentage of net sales decreased to 12.2% in fiscal 2002 from 12.5% in fiscal 2001. Selling expenses increased $1.0 million or 8.4% relating to sales compensation and brokerage. Marketing costs increased $0.6 million or 7.5% relating to additional spending on consumer programs. These increases were partially offset by a decrease in warehousing costs of $0.8 million or 14.7% due to reductions in headcount and the elimination of one distribution center. All other costs increased $0.1 million or 1.2%.

        General and Administrative Expenses.    General and administrative expenses (including amortization of goodwill and trademark intangibles in fiscal 2001) and management fees decreased $9.2 million or 63.0% to $5.4 million in fiscal 2002 from $14.6 million in fiscal 2001. Amortization of goodwill and trademark intangibles with indefinite useful lives decreased from $8.5 million in fiscal 2001 to $0.0 in fiscal 2002 as a result of the implementation of the provisions of the Financial Accounting Standard Board's (FASB) Statement No. 142. All other general and administrative expenses collectively decreased $0.7 million due to a decrease in incentive compensation costs in fiscal 2002.

        Environmental Clean-Up Expenses.    As further described below under "Business—Environmental Matters," we recorded a charge of $0.1 million, in fiscal 2002, relating to the Combe Fill South Landfill in New Jersey. We recorded a charge of $1.0 million, net of insurance proceeds, in fiscal 2001 relating to the fuel oil tank leak at our Roseland, New Jersey facility.

        Operating Income.    As a result of the foregoing, operating income increased $11.8 million or 32.2% to $48.6 million in fiscal 2002 from $36.8 million in fiscal 2001. Operating income expressed as a percentage of net sales increased to 16.6% in fiscal 2002 from 13.1% in fiscal 2001.

        Gain on Sale of Assets.    As further described in note 1 to our consolidated financial statements, we recorded a $3.1 million gain on the Burns & Ricker disposition in fiscal 2001.

        Derivative Gain.    Income of $2.5 million was recorded in fiscal 2002 reflecting the change in fair value of our interest rate swap agreement since the date we entered into the agreement (March 21, 2002). The interest rate swap was terminated during the latter part of fiscal 2002.

        Interest Expense.    Interest expense, net, decreased $3.2 million to $26.6 million in fiscal 2002 from $29.8 million in fiscal 2001 as a result of lower outstanding debt balances and reduced interest rates in fiscal 2002.

        Income Tax Expense.    Income tax expense increased $5.2 million to $9.3 million in fiscal 2002 from $4.0 million in fiscal 2001. Our effective tax rate for fiscal 2002 was 37.8% as compared with 40.2% for

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fiscal 2001. The decrease in the effective rate reflects the effect of the amortization of nondeductible goodwill and other intangibles and the implementation of state tax planning initiatives, resulting in the reduction in current and deferred state tax liabilities.

        Preferred stock dividends accumulated and related charges.    Preferred stock dividends accumulated and related charges increased $1.4 million to $11.7 million for fiscal 2002 from $10.4 million in for fiscal 2001.

Liquidity and Capital Resources

        Our primary liquidity requirements include debt service, capital expenditures, working capital needs and financing for acquisitions. See also, "—Commitments and Contractual Obligations" below. We will fund our liquidity needs primarily through cash generated from operations and to the extent necessary, through borrowings under the new revolving credit facility.

        Cash Flows.    Cash provided by operating activities decreased $1.4 million to $9.9 million for the 2004 twenty-six week period from $11.4 million in the 2003 twenty-six week period. The decrease was due to an increase in trade accounts receivable and inventory and a decrease in accrued expenses partially offset by an increase in trade accounts payable and net income as compared to the 2003 twenty-six week period. Working capital at July 3, 2004 was $82.0 million, an increase of $14.7 million over working capital at January 3, 2004 of $67.3 million. This change in working capital is due to an increase in accounts receivable and inventories primarily relating to the Ortega acquisition and a decrease in accrued expenses relating to accrued interest and accrued incentive compensation.

        Cash provided by operating activities increased $1.0 million or 3.8% to $27.4 million in fiscal 2003 from $26.4 million in fiscal 2002. This increase was primarily due to an increase in accounts payable, amortization of deferred debt issuance costs and depreciation partially offset by increases in accounts receivable and inventory. Working capital at January 3, 2004 was $67.3 million, a decrease of $2.7 million over working capital at December 28, 2002 of $70.0 million.

        Net cash used in investing activities for the 2004 twenty-six week period was $3.4 million as compared to net cash used in investing activities of $3.1 million for the 2003 twenty-six week period. Capital expenditures during the 2004 twenty-six week period of $3.4 million included purchases of manufacturing and computer equipment and were $0.3 million above the $3.1 million in similar capital expenditures for the 2003 twenty-six week period.

        Net cash used in investing activities for fiscal 2003 was $124.6 million compared to net cash used in investing activities for fiscal 2002 of $6.3 million. Capital expenditures during fiscal 2003, which included purchases of manufacturing and computer equipment, were $6.4 million compared to $6.3 million for fiscal 2002. Investment expenditures during fiscal 2003 included $118.2 million for the Ortega acquisition.

        Net cash used in financing activities for the 2004 twenty-six week period was $0.8 million as compared to $10.2 million for the 2003 twenty-six week period. The net cash used by financing activities for the 2004 twenty-six week period included our required $0.8 million twenty-six week payment under term loan B of our then existing term-loan agreement. The net cash used by financing activities for the 2003 twenty-six week period included our required $0.2 million quarterly payment under term loan B and an additional prepayment of $10.0 million under term loan B.

        Net cash provided by financing activities for fiscal 2003 was $89.5 million compared to net cash used in financing activities for fiscal 2002 of $19.4 million. During fiscal 2003, we entered into a $150.0 million term loan in connection with the Ortega acquisition. The net cash provided by this financing activity was reduced by $54.9 million, $5.3 million and $0.3 million to pay off existing debt under our previous credit facility, to pay new deferred debt issuance costs and to make a required payment toward the new term loan, respectively. The net cash used by financing activities for fiscal 2002 included payments of deferred debt financing fees of $3.7 million, a payment of $38.3 million toward the remaining balance of term loan A under our then existing term-loan agreement and a partial prepayment of $75.8 million toward the term loan B, which such payments were partially offset by proceeds from the issuance of long-term debt of

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$98.8 million. The payments made toward term loan A and term loan B in fiscal 2002 totaled $114.1 million, and included $95.8 million in prepayments of term loan A and term loan B, our required $0.4 million quarterly payments under term loan B and an additional prepayment of $17.9 million under term loan B. In addition, a payment of $0.3 million was made toward capital leases in fiscal 2002.

        We believe that based on a number of factors, including our trademark and goodwill amortization for tax purposes from our prior acquisitions, and the income tax effects of the Transaction, including our call premium on our outstanding senior subordinated notes, other write-offs of existing deferred financing costs and the compensation expense associated with the exercise of certain management stock options, we will realize a significant reduction in cash taxes in 2004 and 2005, and further, we will realize a benefit to our cash taxes payable from such amortization for the taxable years 2004 through 2018, which will result in a further significant reduction in our cash taxes from 2005 through fiscal 2018.

        Prior to the completion of this offering, our board of directors will adopt a dividend policy under which substantially all of the cash generated by our business in excess of operating needs, interest and principal payments on indebtedness, and capital expenditures sufficient to maintain our properties and assets would in general be distributed as regular cash dividends (up to the intended dividend rates set forth under "Dividend Policy and Restrictions") to the holders of our Class A and Class B common stock and not be retained by us as cash on our consolidated balance sheet. As a result, we may not retain a sufficient amount of cash to finance growth opportunities or unanticipated capital expenditure needs or to fund our operations in the event of a significant business downturn. We may have to forego growth opportunities or capital expenditures that would otherwise be necessary or desirable if we do not find alternative sources of financing. If we do not have sufficient cash for these purposes, our financial condition and our business will suffer.

        For the twenty-six weeks ended July 3, 2004, we had cash flow from operations of $9.9 million. If our cash flows from operations for future periods were to fall below our minimum expectations (or if our assumptions as to capital expenditures or interest expense were too low or our assumptions as to the sufficiency of our new revolving credit facility to finance our working capital needs were to prove incorrect), we would need either to reduce or eliminate dividends or, to the extent permitted under the indenture governing our senior notes, the indenture governing our senior subordinated notes and the terms of our new revolving credit facility, fund a portion of our dividends with borrowings or from other sources. If we were to use working capital or permanent borrowings to fund dividends, we would have less cash and/or borrowing capacity available for future dividends and other purposes, which could negatively impact our financial condition, our results of operations and our ability to maintain or expand our business.

        Acquisitions.    Our liquidity and capital resources have been significantly impacted by acquisitions and may be impacted in the foreseeable future by additional acquisitions. We have historically financed acquisitions with borrowings and cash flows from operations. Our interest expense has increased significantly as a result of additional indebtedness we have incurred as a result of our recent acquisitions, and will increase with any additional indebtedness we may incur to finance potential future acquisitions, if any. To the extent future acquisitions, if any, are financed by additional indebtedness, the resulting increase in debt and interest expense could have a negative impact on liquidity.

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        On August 21, 2003, we consummated the Ortega acquisition for approximately $118.2 million in cash, including transaction costs, from Nestlé Prepared Foods Company. In connection with this transaction, we entered into a $200.0 million senior secured credit facility comprised of a $50.0 million five-year revolving credit facility and a $150.0 million six-year term loan facility. The proceeds of such senior secured credit facility were used to fund the Ortega acquisition and refinance our then-existing credit facility.

        In connection with the Ortega acquisition, we paid transaction fees to Bruckmann, Rosser, Sherrill & Co., Inc., a related party, aggregating $1.0 million for financial advisory services. We recorded such transaction fees as part of the transaction costs included in the Ortega purchase price.

        The Ortega acquisition has been accounted for using the purchase method of accounting and, accordingly, the assets acquired, liabilities assumed, and results of operations are included in the consolidated financial statements from the date of the Ortega acquisition. The excess of the Ortega purchase price over the fair value of identifiable net assets acquired represents goodwill. Trademarks are deemed to have an indefinite useful life and are not amortized.

        The following table sets forth the allocation of the Ortega purchase price. The cost of the Ortega acquisition has been allocated to tangible and intangible assets as follows (dollars in thousands):

Property, plant and equipment		$	5,964
Goodwill			76,310
Indefinite life intangible assets—trademarks			30,700
Other assets, principally net current assets			6,960
Other liabilities, principally net current liabilities			(2,039	)
Deferred income tax asset			284
	Total	$	118,179

        Environmental Clean-Up Costs.    See "Business—Environmental Matters," for a description of environmental matters.

        Debt.    As of July 3, 2004, we had outstanding $220.0 million of 9⁵/8% senior subordinated notes due 2007 with interest payable semiannually on February 1 and August 1 of each year. Subject to and as soon as practicable after the consummation of this offering and the Transactions, we intend to retire the $220.0 million aggregate principal amount plus accrued interest of the existing senior subordinated notes.

        On August 21, 2003, we entered into a newly amended and restated $200.0 million senior secured credit facility, which was further amended and restated as of September 9, 2003, comprised of a $50.0 million five-year revolving credit facility and a $150.0 million six-year term loan facility. The proceeds of the term loan and of certain drawings under the revolving credit facility were used to fund the Ortega acquisition and to pay related transaction fees and expenses and to fully pay off our remaining obligations under term loan B of our then-existing term loan agreement dated as of March 15, 1999. In connection therewith, we capitalized approximately $5.3 million of new deferred debt issuance costs related to the senior credit facility and, in accordance with the applicable guidance of the FASB's Emerging Issues Task Force, wrote off $1.8 million of deferred financing costs related to the our then-existing term loan B. For the senior credit facility, interest is determined based on several alternative rates, including the base lending rate per annum plus an applicable margin, or LIBOR plus an applicable margin (4.59% at July 3, 2004). The senior credit facility is secured by substantially all of our assets. The outstanding balances for the revolving credit facility and the term loan at July 3, 2004 were $0.0 million and $149.0 million, respectively. The available borrowing capacity under the revolving credit facility, net of outstanding letters of credit of $0.6 million, was approximately $49.4 million at

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July 3, 2004. We will use a portion of the net proceeds of this offering and the senior notes and cash on hand, to repay all outstanding borrowings under, and terminate our existing senior credit facility.

        Concurrently with this offering, we are entering into a $30.0 million senior secured revolving credit facility. Interest will be determined based on several alternative rates as stipulated in the new revolving credit facility, including the base lending rate per annum plus an applicable margin, or LIBOR plus an applicable margin. The new revolving credit facility is secured by substantially all of our assets except our real property. The new revolving credit facility provides for mandatory prepayment based on asset dispositions and certain issuances of securities, as defined. The new revolving credit facility contains covenants that will restrict, among other things, our ability to incur additional indebtedness, pay dividends and create certain liens. The new revolving credit facility also contains certain financial maintenance covenants, which, among other things, specify maximum capital expenditure limits, a minimum interest coverage ratio and a maximum senior and total leverage ratio, each ratio as defined. Proceeds of the new revolving credit facility will be restricted to funding our working capital requirements, capital expenditures and acquisitions of companies in the same line of business as our company, subject to specified criteria. The new revolving credit facility will be undrawn on the date of consummation of this offering.

        We are offering $148.6 million aggregate principal amount of            % senior subordinated notes due 2016 in the form of EISs and an additional $19.0 million aggregate principal amount of            % senior subordinated notes due 2016 (not in the form of EISs). In addition, concurrently with this offering, we are separately offering $200.0 million aggregate principal amount of    % senior notes due 2011. The indentures governing the senior subordinated notes and the senior notes will contain restrictions on our ability to pay dividends on our common stock.

        Although we believe that the senior subordinated notes should be treated as debt for U.S. federal income tax purposes in accordance with the opinion of our tax counsel, this conclusion cannot be assured. If all or a portion of the senior subordinated notes were treated as equity rather than debt for U.S. federal income tax purposes, then a corresponding portion of the interest on the senior subordinated notes would not be deductible by us for U.S. federal income tax purposes. In addition, we would be subject to liability for U.S. withholding taxes on interest payments to non-U.S. holders if such payments were determined to be dividends. Our inability to deduct interest on the senior subordinated notes could materially increase our taxable income and, thus, our U.S. federal and applicable state income tax liability. Our liability for income taxes (and withholding taxes) if the senior subordinated notes were determined to be equity for income tax purposes would materially reduce our after-tax cash flow and would materially and adversely impact our ability to make interest and/or dividend payments and could impact our ability to continue as a going concern.

Future Capital Needs

        We are highly leveraged. On July 3, 2004, after giving pro forma effect to this offering and the other Transactions, our total long-term debt would have been $367.6 million and our stockholders' equity would have been $128.3 million.

        Our ability to generate sufficient cash to fund our operations depends generally on the results of our operations and the availability of financing. Our management believes that cash flows from operations in conjunction with the available borrowing capacity under the revolving credit facility, net of outstanding letters of credit, of approximately $29.4 million at July 3, 2004, after giving pro forma effect to this offering and the other Transactions, will be sufficient for the foreseeable future to fund operations, meet debt service requirements, fund capital expenditures and make future acquisitions, if any. We expect to make capital expenditures of between $6.5 million and $8.0 million for each of fiscal 2004 and 2005.

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Recent Accounting Pronouncements

        In 2003, the FASB revised Statement No. 132 "Employers' Disclosures about Pensions and Other Postretirement Benefits". This Statement requires new annual disclosures about the types of plan assets, investment strategy, measurement date, plan obligations, and cash flows as well as the components of the net periodic benefit cost recognized in interim periods. In addition, SEC registrants are now required to disclose its estimates of contributions to the plan during the next fiscal year and the components of the fair value of total plan assets by type (i.e. equity securities, debt securities, real estate, and other assets). We adopted the provisions of this Statement, except for the disclosure of expected future benefit payments, which must be disclosed for fiscal years ending after June 15, 2004.

Related Party Transactions

        See "Certain Relationships and Related Transactions."

Off-balance Sheet Arrangements

        As of July 3, 2004, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Commitments and Contractual Obligations

        Our contractual obligations and commitments principally include obligations associated with our outstanding indebtedness and future minimum operating lease obligations as set forth in the following tables (the second of which gives pro forma effect to our acquisition of Ortega and is adjusted for this offering and the other Transactions) as of January 3, 2004. There have been no material changes outside the ordinary course of our business in the specified actual contractual obligations during the twenty-six week period ended July 3, 2004.

		Actual Payments Due by Period
Contractual Obligations:		Total		2004		2005		2006		2007		2008 and Thereafter
		(Dollars in thousands)
Long-term debt		$	368,796	$	1,500	$	1,500	$	1,500	$	220,671	$	143,625
Operating leases			12,391		3,742		3,238		1,927		1,438		2,046
Management fees-related parties			1,500		500		500		500		0		0
Purchase commitments			8,926		8,926		0		0		0		0
	Total contractual cash obligations	$	391,613	$	14,668	$	5,238	$	3,927	$	222,109	$	145,671

		Pro Forma Payments Due by Period
Contractual Obligations:		Total		2004		2005		2006		2007		2008 and Thereafter
		(Dollars in thousands)
Long-term debt		$	367,555	$	0	$	0	$	0	$	0	$	367,555
Operating leases			12,391		3,742		3,238		1,927		1,438		2,046
Purchase commitments			8,926		8,926		0		0		0		0
	Total contractual cash obligations	$	388,872	$	12,668	$	3,238	$	1,927	$	1,438	$	369,601

Quantitative and Qualitative Disclosures About Market Risk

        In the normal course of operations, we are exposed to market risks arising from adverse changes in interest rates and our creditworthiness. Market risk is defined for these purposes as the potential

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change in the fair value of financial assets or liabilities resulting from an adverse movement in interest rates. As of July 3, 2004, our only variable rate borrowings were under the term loan and the revolving credit facility, which bear interest at several alternative variable rates as stipulated in the senior secured credit facility. A 100 basis point increase in interest rates, applied to our borrowings at July 3, 2004, would result in an annual increase in interest expense and a corresponding reduction in cash-flow of $0.9 million.

        We also have outstanding $220.0 million of 9⁵/8% senior subordinated notes due August 1, 2007 with interest payable semiannually on February 1 and August 1 of each year, of which $120.0 million principal amount was originally issued in August 1997 and $100.0 million principal amount was issued by us through a private offering of the notes completed on March 7, 2002. The fair value of the $220.0 million existing senior subordinated notes at July 3, 2004, based on quoted market prices, was $226.6 million.

        Upon consummation of this offering and the Transactions and the use of proceeds therefrom, we anticipate that our only variable rate borrowings will be under our new revolving credit facility which will be undrawn as of the closing date.

        On May 4, 2004, Standard & Poor's Ratings Services and Moody's Investors Service issued press releases announcing changes to our corporate credit ratings. Standard & Poor's lowered our corporate credit and existing senior secured debt ratings to 'B' from 'B+' and lowered our existing subordinated debt ratings to 'CCC+' from 'B-'. Standard & Poor's assigned a 'BB-' rating to our new revolving credit facility, a 'B' rating to our senior notes and a 'CCC+" rating to our senior subordinated notes (including the senior subordinated notes comprising EISs). These ratings reflect, among other things, the impact of the offering of the EISs and the other Transactions. Moody's lowered our senior implied rating to 'B2' from 'B1' and our unsecured issuer rating to 'B3' from 'B2'. Moody's assigned a 'B1' rating to our new revolving credit facility, a 'B2' rating to our senior notes and a 'Caa1' rating to our senior subordinated notes (including the senior subordinated notes comprising EISs). The assignments of ratings by both Standard & Poor's Ratings Services and Moody's Investors Service are subject to review of final documentation. We expect ratings for our existing senior credit facility and existing senior subordinated notes will be withdrawn by both Standard & Poor's and Moody's upon closing of the Transactions.

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BUSINESS

Overview

        We manufacture, sell and distribute a diverse portfolio of high quality, shelf-stable foods, many of which have leading retail market shares in our relevant markets. In general, we position our retail products to appeal to the consumer desiring a high quality and reasonably priced branded product. In our relevant retail markets, 10 of our branded products hold a number one or two retail market share position nationally or regionally or is a unique product. We complement our retail product sales with a growing institutional and food service business. Over the past five years, we have achieved consistent growth in net sales and EBITDA. In fiscal 2003, our net sales and EBITDA were $328.4 million and $61.9 million, having increased at compound annual growth rates since fiscal 2001 of 8.3% and 6.9%, respectively. Our results over the past five years were achieved through a combination of internal growth plus the addition of eight brands through acquisitions and one brand through a long-term license agreement, our most recent of which was the acquisition of the Ortega line of branded Mexican food products in August 2003. During the nine months ended July 3, 2004, which includes the results of the Ortega line of products after the completion of the integration of the acquired assets into our existing business, our net sales, EBITDA and EBITDA margin were $285.6 million, $56.0 million and 19.6%, respectively, compared to net sales, EBITDA and EBITDA margin of $222.5 million, $40.3 million and 18.1% respectively, for the comparable period in the prior year.

Products and Markets

        The following is a brief description of our brands and product lines:

        The Ortega brand has been in existence since 1897 and its products span the shelf-stable Mexican food segment including taco shells, seasonings, dinner kits, taco sauce, peppers, refried beans, salsa and related food products. Ortega products are distributed nationally. Ortega has the leading market share nationally in taco sauce.

        The Maple Grove Farms of Vermont brand is a leading brand of pure maple syrup in the United States. Other products under the Maple Grove Farms of Vermont label include a line of gourmet salad dressings, marinades, fruit syrups, confections and pancake mixes. Maple Grove Farms of Vermont products are distributed nationwide.

        The Bloch & Guggenheimer brand originated in 1889, and its pickle, pepper/pimentos and relish products are the leading brand in the New York metropolitan area. This line consists of shelf-stable pickles, relishes, peppers, olives and other related specialty items.

        The Polaner brand was introduced in 1880 and is comprised of a broad array of fruit-based spreads as well as jarred or bottled wet spices such as chopped garlic and basil. Polaner All Fruit is the number two national brand of fruit-juice sweetened fruit spread. The spreads are available in more than a dozen flavors. Recently, we introduced Polaner Reduced Sugar and Polaner No Sugar Fruit Spreads in Polaner's key markets.

        The Emeril's brand was introduced in September of 2000 under a licensing agreement with celebrity chef Emeril Lagasse. We offer a line of seasonings, salad dressings, marinades, pepper sauces, barbecue sauces and pasta sauces under the Emeril's brand name. In addition, we recently introduced mustards and salsas under the Emeril's brand name. Sales of Emeril's products for fiscal year 2003 were $25.4 million.

        The B&M brand was introduced in 1927 and is the original brand of brick-oven baked beans. The B&M line includes a variety of baked beans and brown bread. The B&M brand currently has a leading market share in the New England region.

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        The Underwood brand's "Underwood Devil" (logo) is among the oldest registered trademarks for a prepackaged food product in the United States. We market meat spreads of several types, including deviled ham, chicken and roast beef as well as liver pate and sardines under the Underwood brand name. We believe that no competitors offer a directly comparable product to our meat spreads.

        The Las Palmas brand originated in 1922 and primarily includes authentic Mexican enchilada sauce and various pepper products. The Las Palmas brand is the leading brand of enchilada sauce in the United States.

        The Ac'cent brand was introduced in 1947 as an all-natural flavor enhancer for meat preparation and is generally used on beef, poultry, fish and vegetables. We believe that Ac'cent is positioned as a unique flavor enhancer.

        The Trappey's brand includes two major categories of products under the brand, high quality peppers and hot sauces.

        The Regina brand includes vinegars and cooking wines. Vinegars and cooking wines are most commonly used in the preparation of salad dressings as well as in a variety of recipe applications, including sauces, marinades and soups. Regina brand wine vinegar is the number one selling wine vinegar in supermarkets nationwide.

        The Joan of Arc brand includes a full range of canned beans including kidney, chili and other beans under the Joan of Arc brand. Joan of Arc products are sold nationally with significant sales in the Midwest region.

        The Wright's brand was introduced in 1895 and is an all-natural seasoning that reproduces the flavor and aroma of pit smoking in meats, chicken and fish. Wright's is the number two brand in the United States and is offered in two flavors: Hickory and Mesquite.

        The Sa-són brand was introduced in 1947 as a flavor enhancer used primarily for Puerto Rican and Hispanic food preparation. The product is generally used on beef, poultry, fish and vegetables. The brand is the number three flavor enhancer in Puerto Rico as of 2003, the latest year for which we have data available. The brand's flavor enhancer is offered in four flavors: Original, Coriander and Achiote, Garlic and Onion, and Tomato.

        The Brer Rabbit brand currently offers mild and full-flavored molasses products and a black strap molasses product. Mild molasses is designed for table use and full-flavored molasses is typically used in baking, barbeque sauces and as a breakfast syrup. The Brer Rabbit brand currently holds the number two market share in the United States.

        The Vermont Maid brand has been in existence since 1919 and we offer maple-flavored syrup under the brand name. Vermont Maid syrup is available in regular, lite and butter lite varieties. Vermont Maid is mainly distributed in New England.

        We sell and distribute our products through a multiple-channel sales and distribution system including the following:

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sales and shipments to supermarket warehouses;



•

sales and shipments to distributors and food service accounts;



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sales and shipments to mass merchants, warehouse clubs and other non-food outlets;



•

sales and shipments to specialty food distributors;



•

direct-store-organization sales and shipments on a regional basis to individual grocery stores in the greater New York Metropolitan area; and



•

sales and shipments through export, catalogs and the Internet.

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        We believe our presence in these channels allows us to distribute additional product volume cost-effectively. We sell our brands primarily through broker sales networks to supermarket chains, food service outlets, mass merchants, warehouse clubs, non-food outlets and specialty food distributors. Our broker sales network handles the sale of our products at the customer level. Our sales managers supervise our broker activities as well as support our relationship with buyers from our key accounts. We distribute our products in the greater New York metropolitan area primarily through our direct-store-organization sales and distribution system, which we refer to as our DSO system. Our DSO system supports an organization of sales personnel who directly service over 2,000 individual grocery stores.

Processed Food Industry

        The processed food industry is one of the United States' largest industries. Due to its maturity, it is characterized by relatively stable sales growth, based on modest price and population increases. Over the last several years, the industry has experienced consolidation as competitors have shed non-core business lines and made strategic acquisitions to complement category positions, maximize economies of scale in raw material sourcing, production and distribution. A series of large mergers over the last twenty years has led to the formation of a few, very large companies with a presence in a variety of branded product categories.

        Retailers are demanding higher margins, while at the same time reducing inventory levels and increasing their emphasis on private label products in certain categories. The importance of sustaining strong relationships with retailers has become a critical success factor for food companies and is driving many initiatives such as category management and efficient customer response. These two initiatives focus on retailers' need to minimize inventory investment and maximize dollar sales for allocated store shelf space. Food companies with category leadership positions, value-added distribution and strong retail relationships have increasingly benefited from these initiatives as a way to maintain shelf space and maximize distribution efficiencies. In addition, the specialty foods, mass merchandiser, food service and private label markets and channels provide additional opportunities of growth for food companies.

Our Strengths

        We have experienced consistent net sales growth, strong operating margins and stable and growing free cash flow due to the following competitive strengths:

        Portfolio of brands with leading market positions.    We have assembled a diverse portfolio of 16 brands consisting primarily of high margin products with strong market positions. We believe our portfolio of brands and products provides us with financial stability, cash flow diversity and the ability to mitigate the financial impact of seasonality or competitive pressure against any single brand or product. Additionally, our leading market positions provide a platform from which we can introduce new products and extend existing product lines.

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        The following table lists our brands with number one, two or three retail market position in their relevant markets for the 52 weeks ended June 13, 2004, according to Information Resources, Inc., a nationally recognized independent research service.

		Retail Market Share
Brand
	Category(1)	Share Position	Percentage(2)
B&M	Baked Beans	#3 National	6.2	%
Bloch & Guggenheimer	Pickles and Relish	#1 Greater NY Metro	32.1	%
Bloch & Guggenheimer	Peppers/Pimentos	#1 Greater NY Metro	30.0	%
Brer Rabbit	Molasses	#2 National	22.9	%
Las Palmas	Enchilada Sauce	#1 National #1 Los Angeles Metro	31.0 76.6	% %
Maple Grove Farms of Vermont	Pure Maple Syrup	#2 National	34.3	%
Polaner	All Fruit	#2 National	45.3	%
Polaner	Wet Spices	#3 National	15.1	%
Regina	Wine Vinegar	#1 National	18.0	%
Ortega	Taco Sauce	#1 National	42.6	%
Wright's	Liquid Smoke	#2 National	34.8	%
Underwood	Deviled Meats	#3 National	5.9	%
Ac'cent	All-natural Flavor Enhancer	Unique Product	N/A

(1)

Categories are as defined by Information Resources, Inc.

(2)

Percentages are based on retail dollar share in the corresponding market.

        Diversity of customers and distribution channels.    We have strong representation in most U.S. food distribution channels. Our distribution efforts have focused on traditional supermarkets, food service outlets, mass merchants, warehouse clubs, non-food outlets, specialty food distributors and DSO channels. Our customers include The Kroger Co., Ahold USA, Safeway Inc., Wal-Mart Stores, Inc., SAM's CLUB, Costco Wholesale Corporation, SYSCO Corporation, US Food Service, Cracker Barrel Old Country Store, Gourmet Award, Kehe Food Distributors, Inc., Haddon House Food Products Inc., Wakefern Food Corp., Pathmark Stores Inc. and Stop & Shop Supermarket Co. In recent years, we have expanded our distribution efforts to also include specialty distributors, food service, specialty markets and export channels. The diversity of our multiple-channel sales and distribution system enhances the stability of our financial results and our ability to capitalize on growth trends within a number of these distribution channels. Our diverse distribution channels have also contributed to our ability to maintain a broad customer base, with sales to our ten largest customers accounting for approximately 37.0% of our pro forma net sales in fiscal year 2003 and no single customer accounting for more than 6.1% of our pro forma net sales in fiscal year 2003. Our focused DSO system, concentrated in the greater New York metropolitan area, provides us with strong relationships at the fragmented independent and small chain food retailer level, superior store penetration and preferred shelf product placement. This sales and distribution system enables us to introduce and sell new products effectively to our existing grocery customers. In fiscal 2003, 9.9% of our net sales were in the greater New York metropolitan area.

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        Experienced management team.    We have an experienced management team, averaging over 28 years of industry experience and 16 years of experience with our company or our predecessor company. Our management team has operated successfully within a leveraged capital structure and has developed and implemented a business strategy which has enabled us to become one of the more successful manufacturers and distributors of a diverse portfolio of shelf-stable branded food products. Our senior management team has a strong interest in our continued success and will continue to hold approximately 4.1% of our fully diluted common shares outstanding following this offering assuming the over-allotment option with respect to the EISs is exercised in full.

        Successful track record of acquisitions and integration.    Since 1996, we have acquired and successfully integrated 16 shelf-stable brands. We seek to acquire shelf-stable products with leading market positions, high and sustainable margins and identifiable growth opportunities. Our management has demonstrated an ability to improve performance of acquired operations by expanding distribution channels, enlarging geographic reach, managing trade and promotional spending more effectively, improving packaging and introducing new product line extensions. Our acquisitions have broadened our product offerings, and expanded our geographic reach and many have significantly increased our net sales and free cash flow reach. We believe that our ability to achieve operating efficiencies and economies of scale has enabled us to acquire and integrate new acquisitions in a timelier manner than most of our competitors.

        Disciplined approach to operations.    We bring a disciplined approach to operations through a detailed budgeting process, daily review of our results and by providing employees with incentives to meet operating targets and improve cash flows. We have realized consistent EBITDA margins over the past three years, increasing these margins to 18.9% in fiscal 2003. During the nine months ended July 3, 2004, our EBITDA margins were 19.6%, as compared to EBITDA margins of 18.1% during the comparable period in the prior year, reflecting the positive impact of the integration of the Ortega line of products into our existing business platform. Historically, we have utilized debt and cash flow from operations to finance growth in our business, including our acquisitions and we have operated successfully with a leveraged capital structure. We have been able to maintain and increase our profitability and free cash flow due to our strong market positions, strong relationships with our customers and suppliers, minimal corporate overhead, efficient and flexible manufacturing and sourcing and focused promotional and marketing spending.

Business Strategy

        Our goal is to continue to increase sales, profitability and free cash flow by enhancing our existing portfolio of branded shelf-stable products and by capitalizing on our competitive strengths. We intend to implement our strategy through the following initiatives:

        Profitably grow established brands.    We have identified numerous opportunities to profitably grow our established brands through increased and focused consumer marketing and trade support. Consumer marketing support, which has been limited historically, can help us to increase our sales within existing distribution channels and attract new consumers to our portfolio of brands. Additional slotting can also help us to broaden the geographic distribution of certain of our brands.

        Leverage our unique multiple-channel sales and distribution system.    Our unique multiple-channel sales and distribution system is one of our primary competitive strengths, allowing us to capitalize on growth opportunities quickly and efficiently. Our sales and distribution system enables us to introduce and sell new products effectively to existing and new customers. We continue to strengthen our sales and distribution system in order to realize distribution economies of scale and provide an efficient, national platform for new products and product line extensions. Grocery retailers have been the traditional market for our products. We believe that there are certain other retail markets that have the potential to grow faster than the grocery retail industry as a whole and that these other markets

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present growth opportunities for our brands. These other retail markets include mass merchants, warehouse club stores, convenience stores, drug stores and food services.

        Introduce new products.    We intend to introduce new products and product line extensions within our existing portfolio of brands and under new brands that we may license. Our management has a demonstrated capability of introducing new products, including Emeril's branded products, Cozy Cottage Sugar-free Syrup, the Polaner Sugar-free line and Underwood Premium Chunk Chicken Breast. We believe we are quicker and more economical in developing and launching new products than most traditional processed food companies as evidenced by our successful launch of our Emeril's branded products within four months of the product line's conception and its profitability in its first year of introduction.

        Capitalize on higher growth Mexican segment of food industry.    We intend to continue to focus on segments of the processed food industry characterized by high growth and high margins, enabling us to leverage our distribution platform. With the acquisition of Ortega, we have established a strong national presence in the Mexican food segment. Combined with our Las Palmas and Trappey's brands, we are well-positioned to capitalize on this ethnic foods segment, which is expected to grow at a faster rate than the food industry as a whole. During the nine months ended July 3, 2004, the first nine months following the acquisition of Ortega, we have been able to increase Ortega's net sales by over 9.4% versus the comparable prior year period when the business was not owned by us.

        Expand brand portfolio with new licensing arrangements.    We introduced our Emeril's brand products through a licensing arrangement with celebrity chef Emeril Lagasse in September 2000. Since introduction, we have been able to expand our Emeril's brand product line and retail distribution rapidly. By selling Emeril's branded products to specialty food distributors in addition to grocery retailers, we were able to grow sales of Emeril's branded products since their introduction in September 2000 to $25.4 million in fiscal 2003. We intend to pursue additional licensing arrangements with third parties to introduce and market other products and to build on the success we achieved with our Emeril's line. See "—Trademarks and Licensing Agreements" below.

Acquisition Strategy

        Since 1996, we have successfully acquired and integrated 16 separate brands into our operations. We believe we are an attractive acquirer for small to mid-size independent food companies and brands and non-core divisions of larger processed food companies who have made a strategic decision to divest those properties. Successful future acquisitions can enhance our portfolio of existing businesses, further leveraging our existing platform.

        We intend to make selective acquisitions of processed food companies and non-core brands of larger processed food companies that have the following characteristics:

•

annual net sales under $100.0 million with strong margins that we believe we can sustain or improve;



•

strong brand equities;



•

leading market positions in their respective shelf-stable food categories;



•

opportunities to expand distribution and grow in our existing channels of distribution;



•

cost synergies with our existing manufacturing, sourcing, sales and distribution infrastructure; and



•

attractive valuations relative to cash flow of the acquired businesses.

        We have a disciplined approach and significant experience identifying, evaluating, acquiring, and integrating prospective acquisition targets. For each acquisition we have completed, we have utilized a

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multi-discipline internal task force with expertise in sourcing, manufacturing, distribution, billing, human resources and information technology as a means to quickly and successfully integrate acquired companies into our operations. For example, following our recent acquisition of the Ortega line of products, we integrated the entire business into our existing business within the first 30 days following the close of the acquisition. During the nine months ended July 3, 2004, the first three fiscal quarters following the acquisition of Ortega, we have been able to increase net sales of the Ortega line of products by over 9.4% versus the comparable prior year period and expand our EBITDA margin to 19.6%, compared to our EBITDA margin of 18.1% in the prior year period. We intend to continue to pursue acquisitions in which we believe we have opportunities to realize sales, earnings and free cash flow growth.

        The following table lists our acquisitions completed since 1996:

Year Acquired	Company	Brands	Purchase Price(1) (Dollars in millions)
2003	Ortega	Ortega	$	118.2
1999	Heritage Brands	B&M	$	194.1
		Underwood
		Ac'cent
		Joan of Arc
		Sa-són
		Las Palmas
1999	Polaner	Polaner	$	30.6
1998	Maple Grove Farms of Vermont	Maple Grove Farms of Vermont	$	32.8
1997	Trappey's Brands	Trappey's	$	12.5
		Red Devil
1997	Selected Nabisco Brands	Regina	$	50.6
		Wright's
		Brer Rabbit
		Vermont Maid
1996	Bloch & Guggenheimer and Burns & Ricker	Bloch & Guggenheimer Burns & Ricker® (2)	$	70.0

(1)

Includes transaction fees and assumed debt, if any.

(2)

We sold Burns & Ricker in 2001 for $26.0 million as a strategic divestiture and to pay off a portion of our debt.

Sales, Marketing and Distribution

        Sales.    Our sales organization is aligned by distribution channels and consists of 86 employees, 21 regional sales managers and key account managers. Regional sales managers sell our products nationwide through national and regional food brokers, with separate organizations focusing on specialty, food service, grocery chain accounts and special markets. Our sales managers coordinate our broker sales efforts and make key account calls with buyers or distributors and supervise retail coverage of the products at the store level through brokers.

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        Our sales strategy is centered around the individual brands. We set quotas for our sales force and allocate promotional spending for each of the brands. Regional sales managers coordinate promotions with customers. Additionally, our marketing department works in conjunction with the sales department to coordinate special account activities and marketing support, such as couponing and public relations.

        Over the past several years, we established a national sales force that is capable of supporting our current business as well as potential new acquisitions. We have primarily developed our national sales force internally, and did not integrate sales and marketing personnel from acquired companies in connection with most of our brand acquisitions. In the case of the Maple Grove Farms of Vermont acquisition, management retained the brand's sales force to serve the specialty channel related to that brand and for future specialty-oriented brands that we might develop, license or acquire in the future. This same sales force subsequently launched the Emeril's brand. The current national sales force is very experienced and was able to integrate Ortega within 30 days following the close of the acquisition.

        Our DSO sales force consists of seven managers and 31 sales representatives that work with individual stores in the New York metropolitan area. These sales representatives visit the 2,000 stores within the DSO area on a weekly or bi-weekly basis.

        Marketing.    Our marketing organization is aligned by brand and is responsible for the strategic planning for each of our brands. We focus on deploying promotional dollars where the spending will have the greatest impact. Marketing and trade spending support, on a national basis, typically consists of advertising trade promotions, coupons and cross-promotions with supporting products. Marketing support for the products distributed through the DSO system consists primarily of trade promotions aimed at gaining display activity to produce impulse sales. Consumer promotion and coupons supplement this activity. Our trade spending has remained stable as a percent of sales throughout fiscal 2002 and fiscal 2003, countering industry trends. Our rigorous in-house system tracks spending through the planning and execution phases and is used as a check on customer invoicing and deductions, as well. This system has allowed us to address rapidly any unauthorized deductions, improving the chance of recovering funds.

        Distribution.    We distribute our products through a multiple-channel system that we have developed as we have grown our business. The system operates primarily from three major distribution centers, which for fiscal 2003 shipped approximately 72% of orders on a full truckload basis via common carriers. We believe our distribution system has sufficient capacity to accommodate incremental product volume in a cost-effective manner, as demonstrated recently in the Ortega acquisition.

Customers

        Our top ten customers accounted for approximately 37% of our fiscal 2003 pro forma net sales, as if our acquisition of Ortega had occurred as of December 29, 2002, and no single customer accounted for more than 6.1% of our fiscal 2003 pro forma net sales.

Seasonality

        Sales of a number of our products tend to be seasonal. In the aggregate, however, our sales are not heavily weighted to any particular quarter due to the diversity of our product and brand portfolio.

        We purchase most of the produce used to make our shelf-stable pickles, relishes, peppers and other related specialty items during the months of July through October, and we purchase all of our maple syrup requirements during the months of April through July. Consequently, our liquidity needs are greatest during these periods.

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Competition

        We face competition in each of our product lines. Numerous brands and products compete for shelf space and sales, with competition based primarily on product quality, convenience, price, trade promotion, consumer promotion, brand recognition and loyalty, customer service, advertising and other activities and the ability to identify and satisfy emerging consumer preferences. We compete with numerous companies of varying sizes, including divisions or subsidiaries of larger companies. Many of these competitors have multiple product lines, substantially greater financial and other resources available to them and may have lower fixed costs and/or be substantially less leveraged than we. Our ability to grow our business could be impacted by the relative effectiveness of, and competitive response to, our product initiatives, product innovation, advertising and promotional activities. In addition, from time to time, we experience margin pressure in certain markets as a result of competitors' pricing practices.

        Our most significant competitors for our pickles and peppers products are Vlasic® and Mt. Olive® branded products. In addition, J.M. Smucker is the main competitor for our fruit spread products marketed under the Polaner label. The Maple Grove Farms of Vermont pure maple syrup competes directly with the SpringTree™ brand in the pure maple syrup category. Our Vermont Maid syrup products also have a number of competitors in the general pancake syrup market, including Aunt Jemima®, Mrs. Buttersworth™ and Log Cabin®. The B&M Baked Bean and Joan of Arc products compete with Bush's® brand products. Ortega products compete with the Old El Paso® and Taco Bell® brands.

        In addition, our products compete not only against other brands in their respective product categories, but also against products in similar or related product categories. For example, our shelf-stable pickles compete not only with other brands of shelf-stable pickles, but also with products found in the refrigerated sections of grocery stores, and all our brands compete against private label store brands to varying degrees.

Facilities and Production

        Our corporate headquarters are located at Four Gatehall Drive, Suite 110, Parsippany, NJ 07054. Our manufacturing plants are generally located near major customer markets and raw materials. Of our six manufacturing facilities, five are owned and one is leased, as of July 3, 2004. Management believes that our manufacturing plants have sufficient capacity to accommodate our planned growth. As of July 3, 2004, we operated the manufacturing and warehouse facilities described in the table below:

Facility Location	Owned/ Leased	Description
Hurlock, MD	Owned	Manufacturing/Warehouse
Portland, ME	Owned	Manufacturing/Warehouse
New Iberia, LA	Owned	Manufacturing/Warehouse
Stoughton, WI	Owned	Manufacturing/Warehouse
St. Johnsbury, VT	Owned	Manufacturing/Warehouse
Hurlock, MD	Owned	Warehouse
St. Evariste, Quebec	Owned	Storage Facility
Sharptown, MD	Owned	Storage Facility
Parsippany, NJ	Leased	Headquarters
Roseland, NJ	Leased	Manufacturing/Warehouse
La Vergne, TN	Leased	Distribution Center
Houston, TX	Leased	Distribution Center
Biddeford, ME	Leased	Distribution Center
Seaford, DE	Leased	Distribution Center
Bentonville, AR	Leased	Sales Office

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        Co-Packing Arrangements.    In addition to our own manufacturing plants, we source a significant portion of our products under "co-packing" agreements, a common industry practice in which manufacturing is outsourced to other companies. We regularly evaluate our co-packing arrangements to ensure the most cost-effective manufacturing of our products and to utilize Company-owned manufacturing facilities most effectively. Third parties produce Regina, Underwood, Las Palmas and Joan of Arc brand products and certain Emeril's and Ortega brand products under co-packing agreements or purchase orders. Underwood brand products are produced pursuant to a co-packing agreement that expires December 31, 2006, with automatic one-year extensions thereafter unless either party provides at least one year's prior notice. Las Palmas brand products are produced under a co-packing agreement that expires on December 31, 2005, with automatic one-year extensions thereafter unless either party provides at least nine months' prior notice. Joan of Arc brand products are produced under a co-packing agreement that is effective until March 31, 2005 and then continues in effect for successive one-year periods unless either party provides written notice to the other party at least twelve months in advance. Regina brand products and certain Emeril's brand products are produced by co-packers on a purchase order basis. Ortega brand salsa and peppers are co-packed under agreements that expire on December 31, 2006 (after which we have three one-year extension options) and June 30, 2004 (with two automatic one-year extensions), respectively. Each of our co-packers produces products for other companies as well. We believe that there are alternative sources of co-packing production readily available for our products, although we may experience short term disturbances in our operations if we are required to change our co-packing productions.

Raw Materials

        We purchase agricultural products and other raw materials from a variety of suppliers, including growers, commodity processors and other food companies. Our principal raw materials include peppers, cucumbers, other vegetables, fruits, maple syrup, meat and poultry. We purchase our agricultural raw materials in bulk or pursuant to short-term supply contracts. We purchase most of our agricultural products between July 1 and October 31. We also use packaging materials, particularly glass jars and cans.

        The profitability of our business relies in part on the prices of raw materials, which can fluctuate due to a number of factors, including changes in crop size, national, state and local government-sponsored agricultural programs, export demand, natural disasters, weather conditions during the growing and harvesting seasons, general growing conditions and the effect of insects, plant diseases and fungi. Although we enter into advance commodities purchase agreements from time to time, we are still exposed to potential increases in raw material costs. Moreover, due to the competitive environment in which we operate, we may be unable to increase the prices of our products to offset any increase in the cost of raw materials. As a result, any such increase could have a material adverse effect on our profitability, financial condition, results of operations or liquidity.

Trademarks and Licensing Agreements

        We own 106 trademarks which are registered in the United States, 23 trademarks which are registered with certain U.S. states and Puerto Rico, and 233 trademarks that are registered in foreign countries. In addition, we have seven trademark applications pending in the United States and foreign countries. Examples of our trademarks and registered trademarks include Ac'cent, B&G, B&G Sandwich Toppers, B&M, Bloch & Guggenheimer, Brer Rabbit, Cozy Cottage, Joan of Arc, Las Palmas, Maple Grove Farms of Vermont, Ortega, Polaner, Regina, Sa-són, Trappey's, Underwood, Vermont Maid and Wright's. We consider our trademarks to be of special significance in our business. We are not aware of any circumstances that would negatively impact our trademarks. Our new revolving credit facility will be secured by substantially all of our assets (other than our real property), including our rights to our intellectual property.

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        In June 2000 we entered into a license agreement with Emeril's Food of Love Productions, L.L.C. (EFLP). This license agreement grants us an exclusive license to use the intellectual property owned by EFLP relating to Mr. Lagasse, including the name "Emeril Lagasse" and pictures, photographs and other personality material, in connection with the manufacturing, marketing and distribution of dry seasoning, liquid seasoning, condiments, sauces, dressings and certain other products through retail channels in the United States, the Caribbean and Canada. We also have the right of first negotiation with respect to other shelf-stable grocery products. Under the license agreement, EFLP owns all of the recipes that it provides to us and all of our Emeril's brand products and related marketing materials are subject to the prior approval of EFLP, which approval may not be unreasonably withheld. In addition, we are prohibited from entering into similar arrangements with other chefs or celebrities in connection with any of the products covered by our agreement with EFLP.

        The license agreement has been extended through June 2005 and is subject to extension and renewal at our option for an indefinite period if we meet specified annual net sales results. Among other things, we are obligated to introduce and market new products in each year of the license agreement and to pay EFLP royalties based on annual net sales of our Emeril's brand products. The license agreement may be terminated by EFLP if we are in breach or default of any of our material obligations thereunder. We have also agreed to indemnify EFLP with respect to claims under the license agreement, including claims relating to any alleged unauthorized use of any mark, personality or recipe by us in connection with the products in the Emeril's line of products.

Employees and Labor Relations

        As of July 3, 2004, our workforce consisted of 796 employees. Of that total, 546 employees were engaged in manufacturing, 96 were engaged in marketing and sales, 122 were engaged in distribution and 32 were engaged in administration. Approximately 290 of our 796 employees, as of July 3, 2004, were covered by collective bargaining agreements. In general, we consider our employee and union relations to be good.

Legal Proceedings

        In the ordinary course of business, we are involved in various legal proceedings. We do not believe the outcome of these proceedings will have a material adverse effect on our consolidated financial condition, results of operations or liquidity.

        In January 2002, we were named as a third-party defendant in an action regarding environmental liability under the Comprehensive Environmental Response, Compensation and Liability Act, or Superfund, for alleged disposal of waste by White Cap Preserves, an alleged predecessor of our company, at the Combe Fill South Landfill, a Superfund site. In February 2003, we paid $0.1 million in settlement of all asserted claims arising from this matter, a portion of the legal fees were reimbursed by the purchaser of White Cap Preserves pursuant to an indemnity wherein they acquired that liability, and in March 2003 a bar order was entered by the United States District Court for the District of New Jersey protecting us, subject to a limited re-opener clause, from any claims for contribution, natural resources damages and certain other claims related to the action until such time that the litigation is dismissed.

Government Regulation

        Our operations are subject to extensive regulation by the United States Food and Drug Administration, the United States Department of Agriculture and other federal, state and local authorities regarding the processing, packaging, storage, distribution and labeling of our products. Our processing facilities and products are subject to periodic inspection by federal, state and local authorities. We believe that we are currently in substantial compliance with all material governmental

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laws and regulations and maintain all material permits and licenses relating to our operations. Nevertheless, there can be no assurance that we are in full compliance with all such laws and regulations or that we will be able to comply with any future laws and regulations in a cost-effective manner. Failure by us to comply with applicable laws and regulations could subject us to civil remedies, including fines, injunctions, recalls or seizures, as well as potential criminal sanctions, all of which could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity.

        We are also subject to the Food, Drug and Cosmetic Act and the regulations promulgated thereunder by the FDA. This comprehensive regulatory program governs, among other things, the manufacturing, composition and ingredients, labeling, packaging and safety of food. For example, the FDA regulates manufacturing practices for foods through its current "good manufacturing practices" regulations and specifies the recipes for certain foods. In addition, the Nutrition Labeling and Education Act of 1990 prescribes the format and content of certain information required to appear on the labels of food products. We are subject to regulation by certain other governmental agencies, including the U.S. Department of Agriculture. Our management believes that our facilities and practices are sufficient to maintain compliance with applicable governmental regulations, although there can be no assurances in this regard.

        We are also subject to the U.S. Bio-Terrorism Act of 2002 which imposes on us new import and export regulations. Under the Act, among other things, we are required to provide specific information about the food products we ship into the U.S. and to register our manufacturing facilities with the FDA.

Environmental Matters

        Except as described below, we have not made any material expenditures during the last three fiscal years in order to comply with environmental laws or regulations. Based on our experience to date, we believe that the future cost of compliance with existing environmental laws and regulations (and liability for known environmental conditions) will not have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity, except as noted below. However, we cannot predict what environmental or health and safety legislation or regulations will be enacted in the future or how existing or future laws or regulations will be enforced, administered or interpreted, nor can we predict the amount of future expenditures that may be required in order to comply with such environmental or health and safety laws or regulations or to respond to such environmental claims.

        On January 17, 2001, we became aware that fuel oil from our underground storage tank at our Roseland, New Jersey facility had been released into the ground and into a brook adjacent to such property. Since January 17, 2001, together with our environmental services firms, we have worked to clean-up the oil in cooperation with the New Jersey Department of Environmental Protection (NJDEP). After completion of the work we submitted our findings to the NJDEP along with recommendations for no further action. The NJDEP responded that additional investigation was required before it could agree to the no further action recommendations. The additional work has been conducted and we are awaiting the NJDEP's response. While the NJDEP could assert that more work is required, the cost of such work is not expected to have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity.

        We recorded a charge of $1.1 million in the first quarter of fiscal 2001 to cover the expected cost of the clean-up, which approximates the actual amount spent as of December 29, 2001. In the third quarter of fiscal 2001, we received an insurance reimbursement of $0.2 million and accrued an additional $0.1 million for certain remaining miscellaneous expenses. Our management believes that substantially all estimated expenses relating to this matter have been incurred and paid as of January 3, 2004.

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        In January 2002, we were named as a third-party defendant in an action regarding environmental liability under the Comprehensive Environmental Response, Compensation and Liability Act, or Superfund, for alleged disposal of waste by White Cap Preserves, an alleged predecessor of our company, at the Combe Fill South Landfill in New Jersey, a Superfund site. In February 2003, we paid $0.1 million in settlement of all asserted claims arising from this matter, a portion of the legal fees were reimbursed by the purchaser of White Cap Preserves pursuant to an indemnity wherein they acquired that liability, and in March 2003, a bar order was entered by the United States District Court for the District of New Jersey protecting us, subject to a limited re-opener clause, from any claims for contribution, natural resources damages and certain other claims related to the action until such time that the litigation is dismissed.

        We are involved in various other claims and legal actions arising in the ordinary course of business. In the opinion of our management, the ultimate disposition of these other matters will not have a material adverse effect on our business, consolidated financial position, results of operations or liquidity.

        We are subject to environmental regulations in the normal course of business. Our management believes that the cost of compliance with such regulations will not have a material adverse effect on our business, consolidated financial position, results of operations or liquidity.

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OUR MANAGEMENT

Executive Officers and Directors

        The following table sets forth certain information with respect to our executive officers and the members of our board of directors. Other officers may also be appointed to fill certain positions. Each of our directors holds office until the next annual meeting of our stockholders or until his successor has been elected and qualified.

Name	Age	Position
Leonard S. Polaner	73	Chairman of the Board of Directors of B&G Foods and Director nominee for B&G Holdings
David L. Wenner	54	President, Chief Executive Officer and Director of B&G Holdings and B&G Foods
Robert C. Cantwell	47	Executive Vice President of Finance and Chief Financial Officer of B&G Holdings and B&G Foods
David H. Burke	62	Executive Vice President of Sales of B&G Foods
James H. Brown	62	Executive Vice President of Manufacturing of B&G Foods
Albert J. Soricelli, Jr.	51	Executive Vice President of Marketing and Strategic Planning of B&G Foods
Thomas J. Baldwin	45	Director B&G Holdings and B&G Foods
William F. Callahan III	63	Director of B&G Foods
James R. Chambers	47	Director of B&G Foods and Director nominee for B&G Holdings
Nicholas B. Dunphy	56	Director of B&G Holdings and B&G Foods
Alfred Poe	55	Director of B&G Foods and Director nominee for B&G Holdings
Stephen C. Sherrill	51	Director of B&G Holdings and B&G Foods
Cynthia T. Jamison	45	Director nominee for B&G Holdings

        Leonard S. Polaner, Chairman of the Board:    Leonard Polaner has been Chairman of the Board of B&G Foods since March 1993 when the Polaner business was sold to International Home Foods, Inc. Prior to that time, Mr. Polaner was the President and Chief Executive Officer of Polaner/B&G Inc., positions which he assumed upon joining the company in 1986. Mr. Polaner began his career in the food products industry in 1956 when, after earning his Masters Degree from Harvard Business School, he joined Polaner, a family-run business. He has been active in many industry trade groups, including the New York Preservers Association, where he served as President, and the International Jelly and Preservers Association, where he served as President and a member of the Board of Directors.

        David L. Wenner, President, Chief Executive Officer and Director:    David Wenner is President and Chief Executive Officer of B&G Holdings and B&G Foods, positions he has held since March 1993, and has been a director of B&G Holdings and B&G Foods since August 1997. Mr. Wenner joined our company in 1989 as Assistant to the President and was directly responsible for our distribution and Bloch & Guggenheimer operations. In 1991, he was promoted to Vice President. He continued to be responsible for distribution and assumed responsibility for all company operations. Prior to joining our company, Mr. Wenner spent 13 years at Johnson & Johnson in supervision and management positions, responsible for manufacturing, maintenance and purchasing. Mr. Wenner is active in industry trade groups and has served as President of Pickle Packers International.

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        Robert C. Cantwell, Executive Vice President of Finance, Chief Financial Officer:    Robert Cantwell is the Executive Vice President of Finance and Chief Financial Officer of B&G Holdings and B&G Foods. Mr. Cantwell joined our company in 1983 as the Assistant Vice President of Finance. In that position, Mr. Cantwell had responsibility for all financial reporting, including budgeting. Mr. Cantwell was promoted to his current position in 1991, assuming full responsibility for all financial matters, as well as management information systems, data processing, administration and corporate human resources. Prior to joining us, Mr. Cantwell spent four years at Deloitte & Touche, where he received accreditation as a Certified Public Accountant.

        David H. Burke, Executive Vice President of Sales:    David Burke is Executive Vice President of Sales of B&G Foods. Mr. Burke has an extensive background with major consumer products companies. His experience includes eight years with Procter & Gamble in sales and sales management and 12 years at Quaker Oats, where he was a Regional Sales Manager and later Director of Broker Sales. Mr. Burke also spent four years with Pet Inc. as Vice President of sales for their frozen foods business. Mr. Burke joined our company in 1990 as Vice President of Sales and was and continues to be responsible for sales of all our company's brands.

        James H. Brown, Executive Vice President of Manufacturing:    James Brown is Executive Vice President of Manufacturing of B&G Foods and has 28 years of experience in manufacturing with our company and Polaner. Mr. Brown has been responsible for all manufacturing at the Roseland facility since 1981. In 1994, he assumed responsibility for our company's other manufacturing facilities. Prior to joining Polaner in 1972, Mr. Brown worked at Kraft Foods for two years as a project engineer and spent four years in the U.S. Navy.

        Albert J. Soricelli, Jr., Executive Vice President of Marketing & Strategic Planning:    Albert Soricelli is Executive Vice President of Marketing and Strategic Planning of B&G Foods. Prior to joining our company in 2000, Albert Soricelli held various executive positions in the food and consumer products industry. Mr. Soricelli spent 18 years at American Home Foods in Madison, New Jersey where he held the position of Senior Vice President/General Manager. More recently, Mr. Soricelli served as President, Consumer Division, of Nice Pak Inc. in Orangeburg, New York, a baby wipe and wet wipe consumer product company. As Executive Vice President of Marketing & Strategic Planning for our company, Mr. Soricelli is responsible for marketing, acquisitions and divestitures.

        Thomas J. Baldwin, Director:    Thomas Baldwin has been a director of B&G Holdings and B&G Foods since 1997. Since March 2000, Mr. Baldwin has been a Managing Director of Bruckmann, Rosser, Sherrill & Co., Inc. From 1996 until February 2000, Mr. Baldwin was the Chief Executive Officer and a founding stockholder of Christmas Corner, Inc., a specialty retail chain that owns and operates seasonal Christmas stores. From 1990 until 1995, Mr. Baldwin was a Managing Director of the leveraged buyout firm Invus Group, Ltd. Mr. Baldwin is a director of The Sheridan Group, Inc.

        William F. Callahan III, Director:    William Callahan has been a director of B&G Foods since our company acquired Maple Grove Farms of Vermont, Inc. in 1998. Prior to that, Mr. Callahan was the Chief Executive Officer and owner of Maple Grove Farms of Vermont, Inc. Mr. Callahan began his career in the specialty foods business in 1975 when he acquired Maple Grove Farms of Vermont, Inc. Prior to such acquisition, Mr. Callahan was Vice President, Sales of Blyth, Eastman, Dillon and Co. in New York and a trial attorney for the U.S. Securities and Exchange Commission in New York. Mr. Callahan is a graduate of Georgetown University and the Boston University Law School. He has served as a member of the State of Vermont Chamber of Commerce, a member of the Vermont Maple Industry Council and the State of Vermont Agriculture Commissioner's Task Force.

        James R. Chambers, Director:    James Chambers has been a director of B&G Foods since 2001. Mr. Chambers is President and Chief Executive Officer of Remy Amerique, Inc., a subsidiary of Remy Cointreau. Prior to Remy, Mr. Chambers was Chief Executive Officer of Paxonix, Inc., a wholly owned

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subsidiary of MeadWestvaco Inc. from 2001 to 2002. During 2000, he was Chief Executive Officer and President of Netgrocer.com, Inc., an online grocery retailer. Prior to that, Mr. Chambers was Group President of Information Resources, Inc., one of the largest research consultancies in the United States, from 1997 to 1999. From 1981 through 1996, Mr. Chambers held various positions with Nabisco, Inc., including President-Refrigerated Foods, Senior Vice President of Sales and Customer Service and Vice President, Information Technology.

        Nicholas B. Dunphy, Director:    Nicholas Dunphy has been a director of B&G Holdings and B&G Foods since 2000. Mr. Dunphy is a Managing Partner of Canterbury Capital II, LLC, with more than 20 years' business and investment banking experience. Prior to co-founding Canterbury Capital II, LLC, in 1996, he was a managing director and founding partner of Barclays Mezzanine Group. Before joining Barclays in 1980, Mr. Dunphy qualified as a Chartered Accountant in Canada and subsequently spent five years with Toronto Dominion Bank. Mr. Dunphy earned a B.Sc. from Manchester University in England and a Masters in Business Administration from York University in Canada.

        Alfred Poe, Director:    Alfred Poe has been a director of B&G Foods since 1997. He is currently the Chief Executive Officer of Aja Restaurant Corp., serving as such since 1999. He was the Chief Executive Officer of Superior Nutrition Corporation, a provider of nutrition products, from 1997 to 2002. He was Chairman of the Board of the MenuDirect Corporation, a provider of specialty meals for people on restricted diets, from 1997 to 1999. Mr. Poe was a Corporate Vice President of Campbell's Soup Company from 1991 through 1996. From 1993 through 1996, he was the President of Campbell's Meal Enhancement Group. From 1982 to 1991, Mr. Poe held various positions, including Vice President, Brands Director and Commercial Director with Mars, Inc.

        Stephen C. Sherrill, Director:    Stephen Sherrill has been a director of B&G Holdings and B&G Foods since 1997. Mr. Sherrill has been a Managing Director of Bruckmann, Rosser, Sherrill & Co., Inc. since its formation in 1995. Mr. Sherrill was an officer of Citicorp Venture Capital from 1983 until 1994. Prior to that, he was an associate at the New York law firm of Paul, Weiss, Rifkind, Wharton & Garrison. Mr. Sherrill is a director of Doane Pet Care Enterprises, Inc., Remington Arms Company, Inc. and Alliance Laundry Systems LLC.

        Cynthia T. Jamison, Director nominee:    Cynthia Jamison is a nominee to our board of directors. Ms. Jamison currently serves as chief financial officer of Cosi, Inc. Ms. Jamison is a partner with Tatum CFO Partners, LLC. As a Tatum partner, she served as the chief financial officer of Savista Corporation (formerly eMac Digital, LLC) a software/BPO company owned by Kohlberg Kravis Roberts & Co. Prior to Savista, she was chief operating officer of SurePayroll, Inc., an internet payroll company, from August 2002 to August 2003. She has previously held several additional chief financial officer positions, including Near North Insurance, Inc., an insurance company, from March 2002 to July 2002; CultureWorx, Inc., a software company, from August 2000 to February 2002; Illinois Superconductor Corporation, a telecommunications company, from August 1999 to August 2000; and Chart House Enterprises, a restaurant company, from June 1998 to April 1999. From 1981 to 1998 she held various financial positions at Allied Domecq Retailing USA, Kraft General Foods, and Arthur Andersen. She has held board seats at Tractor Supply Company, Inc., and Horizon Organic Holdings, Inc. (both NASDAQ), where she sat on the companies' audit and compensation committees.

Composition of the Board After the Offering

        Prior to the consummation of the Transactions, we intend to increase the size of our board of directors and to appoint Messrs. Chambers, Poe and Polaner and Ms. Jamison to the board. Each of them has consented to so serve. Their appointment will be subject to the consummation of the Transactions. In addition, we expect that Mr. Baldwin will resign as a director. Therefore, following the consummation of the Transactions, including the merger of B&G Foods with and into B&G Holdings,

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we anticipate that our board of directors will consist of Messrs. Chambers, Dunphy, Poe, Polaner, Sherrill and Wenner and Ms. Jamison.

        So long as our sponsor investor, Bruckmann, Rosser, Sherrill & Co., L.P., together with its affiliates, beneficially owns more than 10% of the outstanding shares of Class A and Class B common stock in the aggregate on a fully-diluted basis, the holders of our Class B common stock will be entitled to elect two directors to the board of directors. In accordance with the restated stockholders agreement, so long as the holders of our Class B common stock have the right to elect two directors, the holders of our Class B common stock have agreed to vote for the two director nominees nominated by our sponsor investor.

Committees of the Board

        The standing committees of our board of directors will consist of an audit committee, a compensation committee and a nominating and governance committee.

Audit Committee

        The principal duties and responsibilities of our audit committee will be as follows:

•

to serve as an independent and objective party to monitor our financial reporting process and internal control systems;



•

to review and appraise the audit efforts of our independent registered public accounting firm and exercise ultimate authority over the relationship between us and our independent registered public accounting firm; and



•

to provide an open avenue of communication among the independent registered public accounting firm, financial and senior management and the board of directors.

        The audit committee will have the power to investigate any matter brought to its attention within the scope of its duties. It will also have the authority to retain counsel and advisors to fulfill its responsibilities and duties. Prior to the consummation of the Transactions, Messrs. Dunphy and Poe and Ms. Jamison will be appointed to our audit committee. Each is independent under the listing standards of the American Stock Exchange and as that term is used in Section 10A(m)(3) of the Securities Act of 1934, as amended. The board of directors has determined that Ms. Jamison qualifies as an audit committee financial expert as that term is defined by applicable SEC regulations, and she will be designated as the audit committee's financial expert.

Compensation Committee

        The principal duties and responsibilities of the compensation committee will be as follows:

•

to discharge the board of directors' responsibilities relating to the compensation of our executive officers and directors;



•

to have overall responsibility for evaluating and approving our executive officer and director compensation plans, policies and programs, as well as all our equity-based compensation plans and policies; and



•

to prepare an annual report on executive compensation for inclusion in our proxy statement filed with the Securities and Exchange Commission.

        Prior to the consummation of the Transactions, Messrs. Chambers and Poe and Ms. Jamison will be appointed to our compensation committee. Each is independent under the listing standards of the American Stock Exchange with respect to compensation committees.

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Nominating and Governance Committee

        The principal duties and responsibilities of the nominating and governance committee will be as follows:

•

to assist the board of directors by identifying individuals qualified to become board members and members of board committees, to recommend to the board of directors nominees for the next annual meeting of stockholders, and to recommend to the board of directors nominees for each committee of the board of directors;



•

to lead the board of directors in its annual review of the board's and management's performance;



•

to monitor our corporate governance structure; and



•

to periodically review and recommend to the board of directors any proposed changes to the corporate governance guidelines applicable to us.

        Prior to the completion of the offering, Messrs. Chambers and Dunphy and Ms. Jamison will be appointed to our nominating and governance committee. Each is independent under the listing standards of the American Stock Exchange with respect to nominating and governance committees.

Director Compensation and Arrangements

        During the 2003 fiscal year, non-employee members of our board of directors received compensation for their services as directors in the amount of $1,000 to $2,000 per meeting of the board of directors. After the consummation of the Transactions, non-employee members of our board of directors will receive compensation in the amount of $30,000 per year for each year they serve on the board of directors. Our directors are entitled to reimbursement of their reasonable out-of-pocket expenses in connection with their travel to and attendance at meetings of the board of directors or committees thereof.

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Executive Compensation

        The following table sets forth certain information with respect to annual and long-term compensation for services in all capacities for fiscal years 2003, 2002 and 2001 paid to our five most highly compensated executive officers who were serving as such at January 3, 2004.

Summary Compensation Table

								Long-Term Compensation(3)
	Annual Compensation
Name and Principal Position								Securities Underlying Options	All Other Compensation(4)
	Year	Salary		Bonus(1)		Other(2)
David L. Wenner President and Chief Executive Officer	2003 2002 2001	$	325,111 299,621 274,573	$	325,500 250,005 275,000	$	10,000 10,000 10,000	— — —	$	6,000 6,000 5,100
Robert C. Cantwell Executive Vice President of Finance and Chief Financial Officer	2003 2002 2001	$	241,132 229,854 216,688	$	175,000 139,653 159,600	$	10,000 10,000 10,000	— — —	$	6,000 6,000 5,100
David H. Burke Executive Vice President of Sales of B&G Foods	2003 2002 2001	$	233,102 222,102 209,698	$	163,100 129,502 147,000	$	10,000 10,000 10,000	— — —	$	6,000 6,000 5,100
Albert J. Soricelli Executive Vice President of Marketing and Strategic Planning of B&G Foods	2003 2002 2001	$	224,871 212,852 199,525	$	157,500 124,253 140,000	$	10,000 10,000 10,000	— — 95,061	$	6,000 6,000 5,100
James H. Brown Executive Vice President of Manufacturing of B&G Foods	2003 2002 2001	$	201,332 191,640 181,294	$	145,600 116,669 133,000	$	13,101 12,350 12,350	— — —	$	6,000 6,000 5,100

(1)

Annual bonus earned under our company's annual bonus plan.

(2)

Includes personal use of a company automobile or automobile allowances paid.

(3)

Number of shares of common stock underlying options, effected for the stock split.

(4)

Includes our company's matching contributions to the 401(k) plan.

Long-Term Incentive Plan

        Our executive officers and other senior employees to be identified by the compensation committee of our board of directors will be eligible to participate in our long-term incentive plan (LTIP). The purpose of the LTIP will be to strengthen the mutuality of interests between the LTIP participants and holders of EISs. The LTIP will be administered by our compensation committee, which shall have the power to, among other things, determine:

•

those individuals who will participate in the LTIP;



•

the level of participation of each participant in an incentive pool;



•

the conditions that must be satisfied in order for the participants to vest in their allocated incentive pool amounts (including establishing specified performance targets that must be achieved in order for a pool to be created and amounts to be allocated to the participants); and

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•

other conditions that the participants must satisfy in order to receive payment of their allocated amounts.

        Under the LTIP, the maximum amount that any one participant can receive in respect of a one-year performance period is $1.0 million. The LTIP is an unfunded plan.

        Under the LTIP, participants will be eligible to receive certain amounts, initially credited to accounts created for them on our books and records as a percentage of an incentive pool. The incentive pool will be established if "excess cash," as defined in the indentures governing the senior subordinated notes and the senior notes, determined on a per-EIS basis and without regard to distributions under the LTIP (referred to as the potential per EIS distributable amount), exceeds a minimum per EIS distributable cash target amount for each of three performance periods. The three initial performance periods will be the periods beginning on the date of the offering and ending on January 1, 2005 (the last day of fiscal 2004) and the fiscal years 2005 and 2006. Generally, and subject to a participant's continued employment with us, the amounts credited to a participant's account will vest at the end of this multi-year period. However, participants who terminate employment with us prior to the end of this multi-year period due to death or disability will fully vest in their accounts at the time of their termination of employment, and participants whose employment is terminated by us without "cause" prior to the end of the multi-year period will vest in a portion of their accounts at the time of their termination of employment. All payments under the LTIP will be made in cash.

        The per EIS distributable cash target amount will be set by the compensation committee for each performance period. If the per EIS distributable cash target amount is achieved for each relevant performance period, then the compensation committee will most likely establish a reserve for the incentive pool equal to a percentage of the "excess." The excess is the amount by which the potential per EIS distributable amount exceeds the per EIS distributable cash target amount, multiplied by the average number of EISs issued and outstanding during the performance period. For the initial performance period, the amount of the incentive pool reserve will be 20% of the excess.

        Under the LTIP, in the event of a fundamental change (such as a merger or sale of all or substantially all of the assets or business of our company or acquisition by another entity of more than a 50% interest in us) of B&G Foods, the current performance period shall be deemed to end on the last day of the month prior to the effective date of the fundamental change. The potential per EIS distributable amount and the per EIS distributable cash target amount will be pro rated for the number of months in such shortened performance period. If the pro rated potential per EIS distributable amount exceeds the pro rated per EIS distributable cash target amount, then the incentive pool for the shortened performance period will be established based on the excess described above for the shortened performance period and immediately prior to the effective time of the fundamental change, participants shall vest in any unvested account balances (including amounts credited in prior performance periods).

        The compensation committee will have the power to amend or terminate the LTIP at any time. We intend for the LTIP to be a performance-based compensation arrangement within the meaning of Section 162(m) of the Internal Revenue Code of 1986, in order to ensure the full deductibility of all payments made under the LTIP to our executive officers and other senior employees whose compensation could otherwise be subject to the limitations on deductibility under Section 162(m).

Management Employment Agreements

        Effective as of the consummation of this offering and the other Transactions, we have entered into employment agreements with Mr. Wenner, Mr. Cantwell, Mr. Burke, Mr. Soricelli and Mr. Brown. The agreement with Mr. Wenner provides that he will be employed as our chief executive officer at a base salary of $340,000. The agreement with Mr. Cantwell provides that he will be employed as our chief financial officer at a base salary of $250,000. The agreement with Mr. Burke provides that he will be

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employed as our executive vice president of sales at a base salary of $244,000. The agreement with Mr. Soricelli provides that he will be employed as our executive vice president of marketing at a base salary of $237,000. The agreement with Mr. Brown provides that he will be employed as our executive vice president of operations at a base salary of $208,000.

        The term of each of these agreements is for two years beginning on the offering date, subject to automatic one-year extensions, unless earlier terminated. Each agreement may be terminated by the employee at any time for any reason, provided that he gives us 60 days advance written notice of his resignation, subject to special notice rules in the event of a change in control or in the event that we substantially alter his duties so that he can no longer perform his duties in accordance with his agreement with us. The special notice rules are described below.

        Each agreement may also be terminated by us for any reason, including for "cause" (we must give 60 days advance written notice if the termination is without cause). As defined in each agreement, a termination for cause includes termination by us due to illegal conduct, habitual unexcused absence, habitual substance abuse, willful disclosure of confidential company information, intentional violation of our conflicts of interest policies, failure to comply with the lawful directions of the board of directors and, except with respect to Mr. Wenner, the chief executive officer, and willful misconduct or gross negligence that results in harm to us. The employee will be considered to be terminated without cause if he resigns because we have altered his duties so substantially that he can no longer perform them in accordance with his agreement with us or because his principal employment location has been moved by more than 45 miles. In this event, he must notify us within 30 days and must allow us 15 days to restore his duties. The employee will also be considered to be terminated without cause if he terminates his employment following a change in control. In this event, he must give us written notice of his resignation within 120 days after the change in control.

        Each employee's base salary as set forth above is subject to annual increases at the discretion of the board. Each employee is eligible to earn additional annual incentive compensation under our annual bonus plan, in amounts ranging from 50% to 100% of his base salary with respect to Mr. Wenner and 35% to 70% of his base salary with respect to Mr. Cantwell, Mr. Burke, Mr. Soricelli and Mr. Brown, if respective threshold or target performance benchmarks, as defined in the annual bonus plan, are met. Each employee is also eligible to participate in the LTIP described above. Each employee is also entitled to (1) receive individual disability and life insurance coverage, (2) receive other executive benefits, including a car and cellular phone allowance and (3) participate in all employee benefits plans maintained by us for our employees and (4) receive other customary employee benefits.

        In the case of termination by us without cause, termination by us due to the employee's disability, or a resignation by the employee described above that is considered to be a termination by us without cause, the employee will receive the following severance benefits, in addition to accrued and unpaid compensation and benefits, for a period of two years in the case of Mr. Wenner and for the severance period as defined below in the cases of Mr. Cantwell, Mr. Burke, Mr. Soricelli and Mr. Brown: (1) his annual base salary and incentive compensation awards at the threshold amount, (2) continuation of the other employment benefits described above, (3) if legally allowed, two additional years of service credit under our qualified pension plan with respect to Mr. Wenner or additional service credit under our qualified pension plan equal to the number of years in the severance period with respect to Mr. Cantwell, Mr. Burke, Mr. Soricelli and Mr. Brown and (4) outplacement services. The severance period, in the case of Mr. Cantwell, Mr. Burke, Mr. Soricelli and Mr. Brown, is the (1) period beginning on the date of the employee's termination of employment and ending on the second anniversary of the effective date of our employment agreement with him if his termination occurs within one year after the effective date of the employment agreement, (2) one year after his termination of employment if his termination occurs after the first anniversary of the effective date of the employment agreement and (3) two years after his termination of employment if his termination is

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following a change in control. In addition, if the employee terminates his employment following a change in control and becomes subject to the "golden parachute" excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, his payments will be increased so that he will be in the same after-tax economic position that he would be in if the excise tax did not apply. If the employee's termination is due to his disability, his continued annual base salary will be reduced by amounts paid under a disability plan or insurance policy.

        During his employment and for one year after his voluntary resignation or termination for cause, each employee has agreed that he will not be employed or otherwise engaged by any food manufacturer operating in the United States that directly competes with our business. Receipt of the severance benefits is contingent on the employee's compliance with this agreement.

Annual Bonus Plan

        We maintain an annual bonus plan that provides for annual incentive awards to be made to key executives upon our company's attainment of pre-set annual financial objectives. The amount of the annual award to each executive is based upon a percentage of the executive's annualized base salary. Awards are normally paid in cash in a lump sum following the close of each plan year. Executives generally must be employed on the last day of a plan year to receive an award, however, the plan provides for proration of awards in the event of certain circumstances such as the executive's promotion or demotion, death or retirement.

Transaction Bonus Arrangement

        Upon completion of this offering we will pay a cash bonus of $1.0 million in the aggregate to members of our management other than the six most senior executive officers. In addition, our board of directors has approved in principle a transaction bonus plan that will provide our six most senior executive officers (including our five most highly compensated officers) upon completion of this offering cash compensation in an aggregate amount, if any, equal to the amount by which the aggregate value of the Class B common stock retained by all members of our management plus the aggregate cash proceeds they receive upon the repurchase of their existing equity does not equal at least 10% of the total equity value of our company. If the initial public offering price is $16.25, the mid-point of the range set forth on the cover page of this prospectus, we estimate the total compensation payable to the six most senior executive officers would be approximately zero and if the initial public offering price is $15.50, the low-point of the range, the total compensation payable would be $2.1 million. Any such cash compensation paid to the six most senior executive officers will reduce the cash proceeds of the Transactions available to repurchase our existing equity and will not result in any increase in borrowings under our new revolving credit facility or reduce the amount of cash on our balance sheet at the closing date.

Stock Option Plan

        In order to attract, retain and motivate selected employees and officers of our company, we adopted the B&G Foods Holdings Corp. 1997 Incentive Stock Option Plan for our and our subsidiaries' key employees. The option plan authorizes for grant to key employees and officers options for up to 736,263 shares of our common stock (after giving effect to the conversion in the merger of B&G Foods, Inc. with and into B&G Holdings of each of the shares of our existing common stock into 109.8901 shares of our Class B common stock). The option plan authorizes us to grant either (i) options intended to constitute incentive stock options under the Internal Revenue Code of 1986 or (ii) non-qualified stock options. The option plan provides that it may be administered by the Company's board of directors. Options granted under the option plan will be exercisable in accordance with the terms established by our board of directors. Upon the occurrence of a change in control as

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defined in the option plan any unvested outstanding options become immediately vested and exerciseable in full. Under the option plan, the board of directors determines the exercise price of each option granted, which in the case of incentive stock options, cannot be less than fair value. All option grants have been made with an exercise price equal to the fair value of our common stock as determined by a third party valuation. Options will expire on the date determined by the company's board of directors, which may not be later than the tenth anniversary of the date of grant. The options vest ratably over five years. During fiscal year 2001, options to purchase 76,923 shares of our common stock were granted to Albert Soricelli. No other options were granted during fiscal year 2001 and no options were granted during fiscal 2002 or 2003. As of July 3, 2004, options to purchase 728,020 shares of our common stock, all of which were incentive stock options, had been granted since the inception of the option plan. Simultaneously with, and subject to the closing of, the offering, all outstanding options under the option plan will be repurchased for cash and the option plan will be terminated.

Aggregate Option Exercises and Fiscal Year-End Option Value

        The following table sets forth certain information regarding options held by the named executive officers at January 3, 2004, (after giving effect to the 109.8901 for 1 conversion). None of the named executive officers exercised any options during fiscal 2003.

	Number of Shares of Class B Common Stock Underlying Unexercised Options at Fiscal Year End		Value of Unexercised In-the-Money Options at Fiscal Year End(1)
	Exercisable	Unexercisable	Exercisable		Unexercisable
David L. Wenner	76,923	—	$	693,076	$	—
Robert C. Cantwell	76,923	—		693,076		—
David H. Burke	76,923	—		693,076		—
Albert J. Soricelli, Jr.	46,153	30,770		415,838		277,238
James H. Brown	76,923	—		693,076		—

(1)

Value determined on a pro forma basis by reference to the anticipated value of the Class B common stock based upon the anticipated value of the Class A common stock represented by the EISs issued in the offering.

Compensation Committee Interlocks and Insider Participation

        Our board of directors has appointed a compensation committee comprised of Mr. Sherrill and Mr. Baldwin. Mr. Sherrill is a former officer of our company, although he received no compensation in such capacity. Mr. Baldwin is not and has not been an officer of our company. Each of Mr. Sherrill and Mr. Baldwin is a managing director of Bruckmann, Rosser, Sherrill & Co., Inc.

401(k) Plan

        We maintain a tax-qualified defined contribution plan with a cash or deferred arrangement intended to qualify under Section 401(k) of the Internal Revenue Code of 1986. Our employees become eligible to participate in the plan upon reaching age 21 and completing one year of employment with us. Each participant in the plan may elect to defer, in the form of contributions to the plan, up to 75.0% of compensation that would otherwise be paid to the participant in the applicable year, which percentage may be increased or decreased by the administrative committee of the plan, but is otherwise not to exceed the statutorily prescribed annual limit ($12,000 in 2003 if the participant is under age 50, and $14,000 in 2003 if age is 50 or over). We make a 50.0% matching contribution with respect to each participant's elective contributions, up to six percent of such participant's compensation. Matching contributions vest over a rolling five-year period.

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Pension Plan

	Estimated Annual Pension
Remuneration	(Years of Service)
	15		20		25		30		35
$  40,000	$	4,500	$	6,000	$	7,500	$	9,000	$	10,500
$  60,000	$	7,712	$	10,283	$	12,853	$	15,424	$	17,994
$  80,000	$	11,162	$	14,883	$	18,603	$	22,324	$	26,044
$100,000	$	14,612	$	24,083	$	24,353	$	29,224	$	34,094
$120,000	$	18,062	$	24,083	$	30,103	$	36,124	$	42,144
$140,000	$	21,512	$	28,683	$	35,853	$	43,024	$	50,194
$160,000	$	24,962	$	33,283	$	41,603	$	49,924	$	58,244
$180,000	$	28,412	$	37,883	$	47,353	$	56,824	$	66,294
$200,000	$	31,862	$	42,483	$	53,103	$	63,724	$	74,344

        Benefits under the plan are calculated generally under a formula of 0.75% of final average earnings, plus an additional 0.4% of final average earnings in excess of a 35-year average Social Security taxable wage base, in each case, multiplied by service limited to 35 years. The compensation covered by the pension plan is W-2 earnings and any amounts contributed to any tax qualified profit sharing plan or cafeteria plan, with compensation limited to $200,000 as required by Section 401(a)(17) of the Internal Revenue Code of 1986. As of January 3, 2004, the years of credited service for each of the executive officers named in the summary compensation table above were: Mr. Wenner, 14; Mr. Cantwell, 20; Mr. Burke, 13; Mr. Brown, 16; and Mr. Soricelli, four. The benefits listed in the pension plan table are not subject to deduction for Social Security or other offset amounts.

Equity Compensation Plan Information

        The following table provides information about our common stock that may be issued upon the exercise of stock options and stock units under all of our equity compensation plans in effect as of January 3, 2004 (after giving effect to the 109.8901 for 1 conversion). Simultaneously with, and subject to the closing of, this offering, we will repurchase all of our outstanding options for cash, and all of our equity compensation plans will be terminated.

					Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
		Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
			Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
Plan Category
		(a)	(b)		(c)
Equity compensation plans approved by security holders		728,020	$	0.09	8,243
Equity compensation plans not approved by security holders		75,603	$	0.09	0
	Total	803,623	$	0.09	8,243

Material Features of Individual Arrangements Not Approved by Securityholders

        Options to purchase 75,603 shares of our common stock have been granted pursuant to a license agreement with a third party that is neither a director, officer nor existing stockholder of our company nor an affiliate thereof. All of such options are exercisable at a price of $0.09 per share of common stock, are fully vested and expire on June 9, 2010. Simultaneously with, and subject to the closing of, this offering, we will repurchase all of our outstanding options for cash, including those granted pursuant to the licensing agreement.

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OWNERSHIP OF CAPITAL STOCK

        The following table sets forth information as of October 6, 2004 with respect to the beneficial ownership of our common stock before and after the completion of this offering, after giving effect to the conversion in the merger of each outstanding share of common stock into 109.8901 shares of Class B common stock, and shows the number of and percentage owned by:

•

each person or entity who owns five percent or more of common stock,



•

each director of our company,



•

the executive officers named in the summary compensation table, and



•

all of our directors and officers as a group.

Unless otherwise specified, all shares are directly held.

        Beneficial ownership of shares is determined under the rules of the Securities and Exchange Commission and generally includes any shares over which a person exercises sole or shared voting or investment power. Except as indicated by footnote, and subject to applicable community property laws, each person identified in the table possesses sole voting and investment power with respect to all shares of stock held by him. Shares subject to options or warrants currently exercisable or exercisable within 60 days of October 6, 2004 and not subject to repurchase on that date are deemed outstanding for calculating the percentage of outstanding shares of the person holding these options, but are not deemed outstanding for purposes of calculating the percentage ownership of any other person. After repaying all of our outstanding borrowings under our existing senior credit facility, retiring all of our existing senior subordinated notes and repurchasing all of our outstanding preferred stock, we will use all remaining net proceeds of this offering (after giving effect to the payment of transaction fees, prepayment penalties, expenses and transaction bonuses) to repurchase 2,704,334 shares of our Class B common stock, options and warrants (or 5,231,335 shares of Class B common stock, options and warrants if the underwriters' over-allotment option is exercised in full). Because we intend to use all remaining net proceeds to buy a fixed number of shares of Class B common stock from our existing stockholders, if the net proceeds that we receive in this offering are greater or less than anticipated, the price per share that we pay to our existing stockholders to redeem their shares of Class B common stock could be higher or lower than the price per share allocated to the Class A common stock included within the EISs. We do not intend to use any such additional proceeds for any other purpose.

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	Number and Percent of Shares Beneficially Owned Prior to this Offering				Number and Percent of Shares Beneficially Owned After this Offering Assuming No Exercise of the Over- Allotment Option			Number and Percent of Shares Beneficially Owned After this Offering Assuming Full Exercise of the Over- Allotment Option on the Closing Date
Name of Beneficial Owner	Class B Common Stock		Percent		Class B Common Stock	Percentage of Total Common Shares		Class B Common Stock	Percentage of Total Common Shares
Bruckmann, Rosser, Sherrill & Co., L.P. (1)	11,046,311	(2)	83.4	%	10,166,011	30.3	%	5,542,337	17.6	%
Canterbury Mezzanine Capital II, L.P. (3)	1,083,287	(4)	8.5	%	1,002,041	3.0	%	546,295	1.7	%
Protostar Equity Partners, L.P. (5)	361,095		3.0	%	334,013	1.0	%	182,098	*
Leonard S. Polaner (6)(7)	406,593	(8)	3.5	%	214,286	*		214,286	*
David L. Wenner (6)	406,593	(8)	3.5	%	214,286	*		214,286	*
David H. Burke (6)	406,593	(8)	3.5	%	214,286	*		214,286	*
James H. Brown (6)	406,593	(8)	3.5	%	214,286	*		214,286	*
Robert C. Cantwell (6)	406,593	(8)	3.5	%	214,286	*		214,286	*
Albert J. Soricelli (6)	375,823	(9)	3.2	%	214,286	*		214,286	*
Thomas J. Baldwin (6)(10)	54,945		*		—	—		—	—
Alfred Poe (6)	54,945		*		—	—		—	—
William F. Callahan III (6)	159,340		1.4	%	—	—		—	—
James R. Chambers (6)	—		—		—	—		—	—
Stephen C. Sherrill (6)(10)	215,240	(11)	1.9	%	199,061	*		108,534	*
Nicholas B. Dunphy (12)(13)	—		—		—	—		—	—
Cynthia T. Jamison	—		—		—	—		—	—
All directors and officers as a group (13 persons) (7)(10)(12)	2,893,258	(8)(9)(11)	24.0	%	1,484,777	4.4	%	1,394,250	4.4	%

*

Less than 1%

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(1)

Includes shares held by certain other entities and individuals affiliated with Bruckmann, Rosser, Sherrill & Co., L.P. Bruckmann, Rosser, Sherrill & Co., L.P. disclaims beneficial ownership of such shares. Bruckmann, Rosser, Sherrill & Co., L.P. is a limited partnership, the sole general partner of which is BRS Partners, Limited Partnership and the manager of which is Bruckmann, Rosser, Sherrill & Co., Inc. The sole general partner of BRS Partners, Limited Partnership is BRSE Associates, Inc. Stephen C. Sherrill and Thomas J. Baldwin are stockholders of Bruckmann, Rosser, Sherrill & Co., Inc. and BRSE Associates, Inc. and may be deemed to share beneficial ownership of the shares shown as beneficially owned by Bruckmann, Rosser, Sherrill & Co., L.P. Mr. Sherrill and Mr. Baldwin disclaim beneficial ownership of any such shares. The address for Bruckman, Rosser, Sherrill & Co., L.P. is Two Greenwich Plaza, Suite 100, Greenwich, CT 06830.

(2)

Includes warrants to purchase 1,650,716 shares of Class B common stock, exercisable within 60 days of October 6, 2004.

(3)

Canterbury Mezzanine Capital II, L.P. is a limited partnership, the sole general partner of which is Canterbury Capital II, LLC. Nicholas B. Dunphy holds a minor membership interest in Canterbury Mezzanine and a membership interest in Canterbury Capital and may be deemed to share beneficial ownership of the shares shown as beneficially owned by Canterbury Mezzanine. Mr. Dunphy disclaims beneficial ownership of any such shares. The address for Canterbury Capital II, LLC is 600 Fifth Avenue, 23^rd Floor, New York, NY 10020.

(4)

Includes warrants to purchase 1,083,287 shares of Class B common stock, exercisable within 60 days of October 6, 2004.

(5)

Includes warrants to purchase 361,095 shares of Class B common stock, exercisable within 60 days of October 6, 2004. The address for Protostar Equity Partners, L.P. is 13-15 West 54^th Street, Fourth Floor, New York, NY 10019.

(6)

The address of such person is c/o B&G Foods, Inc., 4 Gatehall Drive, Suite 110, Parsippany, New Jersey, 07054.

(7)

Includes 329,670 shares of Class B common stock issued to Ellen Polaner as Trustee under the Indenture of Leonard Polaner dated March 9, 1998 for the benefit of Steven Polaner, Doug Polaner and Max Polaner. Mr. Polaner disclaims beneficial ownership of such shares.

(8)

Includes 76,923 options to purchase 76,923 shares of Class B common stock exercisable within 60 days of October 6, 2004.

(9)

Includes 46,153 options to purchase 46,153 shares of Class B common stock exercisable within 60 days of October 6, 2004. Does not include 30,770 options to purchase 30,770 shares that are not yet vested but that will be repurchased concurrently with the offering.

(10)

With respect to Mr. Sherrill and Mr. Baldwin, directors of our company, excludes shares held by Bruckmann, Rosser, Sherrill & Co., L.P. and certain other entities and individuals affiliated with Bruckmann, Rosser, Sherrill & Co., L.P., of which shares Mr. Sherrill and Mr. Baldwin disclaim beneficial ownership.

(11)

Includes warrants to purchase 32,358 shares of Class B common stock, exercisable within 60 days of October 6, 2004.

(12)

With respect to Mr. Dunphy, a director of our company, excludes shares held by Canterbury Mezzanine, of which shares Mr. Dunphy disclaims beneficial ownership.

(13)

The address of Mr. Dunphy is c/o Canterbury Mezzanine Capital II, L.P., 600 Fifth Avenue, 23^rd Floor, New York, New York 10020.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Stockholders Agreement and Registration Rights Agreement

        Stockholders Agreement.    Bruckmann, Rosser, Sherrill & Co., L.P. (BRS), Canterbury Mezzanine Capital II, L.P., Protostar Equity Partners, L.P., entities and individuals affiliated with BRS, Canterbury and Protostar and certain members of our board of directors and our executive officers are parties to a securities holders agreement, dated as of December 22, 1999, containing agreements among such stockholders with respect to the capital stock and corporate governance of B&G Holdings and its subsidiaries. Concurrently with, and subject to the closing of, this offering, the agreement will be restated. A copy of the form of restated stockholders agreement is filed as an exhibit to the registration statement of which this prospectus is a part.

        The restated stockholders agreement will contain provisions that restrict the ability of our sponsor investors and our management stockholders from transferring any Class B common stock, except to their affiliates or as otherwise permitted pursuant to the terms of the restated stockholders agreement. Beginning on the 181^st day following this offering, the holders of our Class B common stock may sell shares of Class B common stock to a third party in a private sale (other than to the public) provided that the third-party purchaser becomes a party to the restated stockholders agreement and makes a representation that it and its related persons do not hold, and, for so long as it holds Class B common stock, will not acquire any separate senior subordinated notes (not in the form of EISs). The restrictions in this paragraph do not apply to sales to certain permitted transferees of the holders of our Class B common stock.

        The restated stockholders agreement will also contain a non-competition restriction that will apply to our management stockholders of Class B common stock and limit their ability to compete with us during their employment and for a period of ten months following any termination of employment (except a termination by us without cause).

        Repurchase of our Class B Common Stock.    Neither we nor the holders of shares of Class B common stock will have any repurchase right or obligation with respect to the Class B common stock. However, the restated stockholders agreement will provide that if we and the holders of shares of Class B common stock agree that we will repurchase any shares of Class B common stock from such holders that the price per share of Class B common stock to be repurchased will be equal to the per share fair market value of our Class A common stock at such time, which shall generally be equal to the price of the Class A common stock on the American Stock Exchange if the Class A common stock is then listed or if it is not then listed, as determined by an independent appraisal firm. The restated stockholders agreement will also provide that until the second anniversary following the consummation of this offering we will not be permitted to repurchase shares of Class B common stock if following any such repurchase the aggregate number of shares of Class B common stock that remains outstanding would be less than 3,144,998.

        Registration Rights Agreement.    Bruckmann, Rosser, Sherrill & Co., L.P., Canterbury Mezzanine Capital II, L.P., Protostar Equity Partners, L.P., entities and individuals affiliated with BRS, Canterbury and Protostar and certain members of our board of directors and our executive officers are parties to a registration rights agreement pursuant to which B&G Holdings has granted registration rights to the existing stockholders of B&G Holdings with respect to its common stock. Concurrently with, and subject to the closing of the offering, the registration rights agreement will be restated. A copy of the form of restated registration rights agreement is included in the restated stockholders agreement filed as an exhibit to the registration statement of which this prospectus is a part.

        The registration rights agreement will provide that following the earliest of:

•

the fifth anniversary of the closing of this offering;



•

the date upon which at least 10% of Class A common stock issued in this offering is held separately and not in the form of EISs so that a separate trading market in the Class A common

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stock has developed and has subsisted for at least 180 days, as evidenced by the listing of the Class A common stock on the American Stock Exchange, any other national stock exchange or Nasdaq or any other national quotation system, provided that at least one year has elapsed since the closing of this offering; and

•

any earlier date, provided that we first confirm that the exercise of the registration rights will not adversely affect our treatment of the EISs and the separate senior subordinated notes for financial reporting purposes,

holders of our Class B common stock may demand registration of their Class B common stock two times per year; provided, however, that not less than a specified minimum number of shares of Class B common stock is requested to be registered. Holders of Class B common stock will have rights to piggyback on any registration of Class B common stock.

        In addition, following the date upon which the demand registration rights become effective as set forth above, and after there has been a registration, if any, of the Class B common stock, holders of Class B common stock will have piggyback rights whenever (if at all) we register additional EISs or Class A common stock, subject to certain cutbacks (the Class B common stock would be the first to be cut back) and certain other conditions. We will have the right in the event of any demand registration to preempt such registration by offering to repurchase the shares of Class B common stock sought to be registered for their per share fair market value (as determined above under "—Repurchase of our Class B Common Stock").

Bruckmann, Rosser, Sherrill & Co., Inc. Management Agreement and Transaction Services Agreement

        We are party to a management services agreement with Bruckmann, Rosser, Sherrill & Co., Inc., the manager of Bruckmann, Rosser, Sherrill & Co., L.P., pursuant to which we pay Bruckmann, Rosser, Sherrill & Co., Inc. $500,000 per annum for management, business and organizational strategy and merchant and investment banking services rendered to us and B&G Holdings, which services include, but are not limited to, advice on corporate and financial planning, oversight of operations, including the manufacturing, marketing and sales of our products, development of business plans, the structure of our debt and equity capitalization and the identification and development of business opportunities. Any future increase in payments under the management agreement with Bruckmann, Rosser, Sherrill & Co., L.P. are restricted by the terms of the indentures governing our company's existing 9⁵/8% senior subordinated notes due 2007. Concurrently with, and subject to the closing of, the offering, the management agreement will be terminated.

        We and Bruckmann, Rosser, Sherrill & Co., Inc. also are party to a transaction services agreement pursuant to which Bruckmann, Rosser, Sherrill & Co., Inc. will be paid a transaction fee for management, financial and other corporate advisory services rendered by Bruckmann, Rosser, Sherrill & Co., Inc. in connection with acquisitions, divestitures and financings by us, which fee will not exceed 1.0% of the total transaction value. In connection with the acquisition of the Ortega line of products, we paid transaction fees to Bruckmann, Rosser, Sherrill & Co., Inc., aggregating $1.0 million for financial advisory services. We recorded such transaction fees as part of the transaction costs included in the Ortega purchase price. Concurrently with and subject to the closing of the offering, the transaction services agreement will be amended to provide that transaction fees will be payable as described above unless a majority of disinterested directors determine otherwise. Bruckmann, Rosser, Sherrill & Co., Inc. will not receive any transaction fees in connection with the Transactions.

Roseland Lease

        We are a party to a lease for our Roseland facility with 426 Eagle Rock Avenue Associates, a real estate partnership of which Leonard S. Polaner, our Chairman, is the general partner. We paid $59,600 per month in rent to 426 Eagle Rock Avenue Associates pursuant to the Roseland lease. Beginning April 1, 2004, our monthly rent increased to $68,500. The lease expires in 2009. In the opinion of management, the terms of the Roseland lease are at least as favorable to us as the terms that could have been obtained from an unaffiliated third party.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

New Revolving Credit Facility

        Concurrently with this offering, we will enter into a new senior secured revolving credit facility with availability of up to $30.0 million. Our direct and indirect domestic subsidiaries will guarantee our obligations under the new revolving credit facility. The new revolving credit facility will mature five years after the closing of this offering and the other Transactions.

        The new revolving credit facility will include a sub-limit for letters of credit, and any outstanding letters of credit will be deducted from availability under the new revolving credit facility. The amounts drawn under the new revolving credit facility will initially bear interest at either a base rate plus a margin or LIBOR plus a margin. We will pay customary commitment fees on the unused portion of the new revolving credit facility.

        The new revolving credit facility will be secured by first priority liens on substantially all of our assets and our subsidiaries' assets except our real property. The new revolving credit facility will contain a number of negative covenants restricting, among other things, optional payments and modifications of subordinated and other indebtedness; distributions, dividends and repurchases of capital stock and other equity interests (other than the payments of dividends in respect of our Class A and Class B common stock permitted by the indenture with respect to the senior notes); acquisitions and investments; indebtedness; liens; affiliate transactions; sales of assets; and capital expenditures.

        The new revolving credit facility will also contain the following financial covenants: a minimum interest coverage ratio, a maximum senior leverage ratio and a maximum total leverage ratio. We will be required to maintain:

•

a "consolidated interest coverage ratio" (defined as the ratio of our EBITDA for any period of four consecutive fiscal quarters to our consolidated interest expense for such period payable in cash) of not less than 1.35 to 1.0.



•

a "consolidated senior leverage ratio" (defined as the ratio of our consolidated total debt other than our senior subordinated notes, as of the last day of any period of four consecutive fiscal quarters to our EBITDA) of not more than 3.5 to 1.0.



•

a "consolidated total leverage ratio" (defined as the ratio of our consolidated total debt of the last day of any period to our EBITDA for any period of four consecutive fiscal quarters) of not more than 6.0 to 1.0.

        We will not be permitted to pay dividends on our Class A or Class B common stock unless we remain in compliance with these specified financial covenants.

        The new revolving credit facility will contain customary events of default.

New Senior Notes

        Concurrently with this offering, we will separately offer $200.0 million aggregate principal amount of    % senior notes due 2011.

        Interest Payment Dates.    Interest on the senior notes will be payable on            and                    of each year, commencing on                        , 2005.

        Guarantees.    Our obligations under the senior notes will be fully and unconditionally guaranteed on a senior basis by all of our existing and future domestic subsidiaries.

        Ranking.    The senior notes and the subsidiary guarantees will be our and the guarantors' general unsecured obligations and will be effectively junior in right of payment to all of our and the guarantors'

126

secured indebtedness and to the indebtedness and other liabilities of our non-guarantor subsidiaries; will be pari passu in right of payment to all of our and the guarantors' existing and future unsecured senior debt; and will be senior in right of payment to all of our and the guarantors' future subordinated debt, including the senior subordinated notes.

        Optional Redemption.    On or after                        , 2008, we may redeem some or all of the senior notes at the redemption prices as described in the indenture governing the senior notes. Prior to                        , 2007, we may redeem up to 35% of the aggregate principal amount of the senior notes issued in the senior note offering with the net proceeds of one or more equity offerings at the redemption price as described in the indenture governing the senior notes.

        Offer to Purchase.    If we or any of the guarantors sell certain assets or experience specific kinds of changes in control, we must offer to purchase the senior notes at the prices as described in the indenture governing the senior notes plus accrued and unpaid interest to the date of redemption.

        Covenants.    We will issue the senior notes under an indenture among us, the guarantors and the trustee. The indenture (among other things) will limit our ability and the ability of the guarantors to

•

incur additional indebtedness and issue preferred stock;



•

make restricted payments;



•

allow restrictions on the ability of certain subsidiaries to make distributions;



•

sell all or substantially all of our assets or consolidate or merge with or into other companies;



•

enter into certain transactions with affiliates; or



•

create liens and enter into sale and leaseback transactions.

        Each of the covenants is subject to a number of important exceptions and qualifications.

Existing Credit Facility

        We have an existing senior credit facility consisting of a term loan and a revolving credit facility. Immediately following and subject to the completion of the Transactions, we intend to repay the outstanding principal amount under the existing senior credit facility of $149.0 million, consisting entirely of term loan borrowings, plus accrued and unpaid interest and terminate the facility. With respect to the existing senior credit facility, interest is determined based on several alternative rates, including the base lending rate per annum plus an applicable margin, or LIBOR plus an applicable margin (4.59% at July 3, 2004). The terms of the existing senior credit facility allow us to prepay without premium or penalty.

Existing Senior Subordinated Notes

        As of July 3, 2004, B&G Foods had $220.0 million aggregate principal amount of 9⁵/8% Senior Subordinated Notes due 2007 outstanding. Immediately following and subject to the completion of the Transactions, we intend to retire the $220.0 million aggregate principal amount outstanding of the existing senior subordinated notes.

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DESCRIPTION OF ENHANCED INCOME SECURITIES (EISs)

General

        We are offering 20,776,985 EISs. Each EIS represents:

•

one share of our Class A common stock; and



•

a    % senior subordinated note with $7.15 principal amount.

        The ratio of Class A common stock to principal amount of senior subordinated notes represented by an EIS is subject to change in the event of a stock split, recombination or reclassification of our Class A common stock. Immediately following the occurrence of any such event, we will file with the SEC a Current Report on Form 8-K or any other applicable form, disclosing the changes in the ratio of Class A common stock to principal amount of senior subordinated notes as a result of such event.

        Holders of EISs are the beneficial owners of the Class A common stock and senior subordinated notes represented by such EISs and will have exactly the same rights, privileges and preferences, including voting rights, rights to receive distributions, rights and preferences in the event of a default under the senior subordinated notes indenture, ranking upon bankruptcy and rights to receive communications and notices as a direct holder of the Class A common stock and senior subordinated notes, as applicable.

        The EISs and the Class A common stock and senior subordinated notes represented by the EISs will initially be available in book-entry form only. As discussed below under "—Book-Entry Clearance and Settlement," Cede & Co., a nominee of the book-entry clearing system will be the sole registered holder of the EISs. That means you will not be a registered holder of EISs or the Class A common stock and senior subordinated notes represented by EISs or be entitled to receive a certificate evidencing your EISs or the Class A common stock and senior subordinated notes represented by EISs. You must rely on the procedures used by your broker or other financial institution that will maintain your book-entry position to receive the benefits and exercise the rights of a holder of EISs that are described below. We urge you to consult with your broker or financial institution to find out what those procedures are.

Voluntary Separation and Recombination

        Holders of EISs, whether purchased in this offering or in subsequent offerings of EISs of the same series, may, at any time after the earlier of 45 days from the closing of this offering or the occurrence of a change of control under the indenture, through their broker or other financial institution, separate their EISs into the shares of Class A common stock and senior subordinated notes represented thereby. Similarly, any holder of shares of our Class A common stock and senior subordinated notes may, at any time, through their broker or other financial institution, combine the applicable number of shares of Class A common stock and principal amount of senior subordinated notes to form EISs. See "—Book-Entry Clearance and Settlement" below for more information on the method by which delivery and surrender of EISs and delivery of shares of Class A common stock and our senior subordinated notes will be effected.

        We have agreed that we will apply to list the shares of Class A common stock for separate trading on the American Stock Exchange (or any other exchange or quotation system on which the EISs are then listed, or were previously listed) when the shares held separately and not in the form of EISs satisfy applicable listing requirements for a period of 30 consecutive trading days. Among other things, the current listing requirements of the American Stock Exchange generally require a minimum public distribution of 500,000 shares, together with a minimum of 800 public shareholders or a minimum public distribution of 1,000,000 shares, together with a minimum of 400 public shareholders, and that the common stock meet minimum public price and market value public float tests. Our shares of

128

Class A common stock will not be listed for separate trading on any exchange or quotation system if they do not meet applicable exchange or listing standards.

Automatic Separation

        Upon the occurrence of any of the following, the EISs will be automatically separated into the shares of Class A common stock and senior subordinated notes represented thereby:

•

exercise by us of our right to redeem all or a portion of the senior subordinated notes, which may be represented by EISs at the time of such redemption;



•

the date on which principal on the senior subordinated notes becomes due and payable, whether at the stated maturity date or upon acceleration thereof; or



•

if The Depository Trust Company, or DTC, no longer makes securities eligible for deposit or ceases to be a registered clearing agency under the Securities Exchange Act of 1934 and we are unable to find a successor depository.

Book-Entry Clearance and Settlement

        DTC will act as securities depository for the EISs and the Class A common stock and the senior subordinated notes represented by the EISs. The transfer agent for the Class A common stock and the senior subordinated notes represented by the EISs (together with the Class A common stock, the "components") will act as custodian for the components on behalf of the owners of the EISs. The components and the EISs will be issued in fully-registered form and will be represented by one or more global notes and global stock certificates. The EISs will be registered in the name of DTC's nominee, Cede & Co., and, to the extent the components are conjoined as EISs, the components will be registered in the name of the transfer agent as custodian for the owners of the EISs.

        Book-entry procedures.    If you intend to purchase EISs in the manner provided by this prospectus you must do so through the DTC system or through direct and indirect participants. The participant that you purchase through will receive a credit for the applicable security on DTC's records. The ownership interest of each actual purchaser of the applicable security, who we refer to as a "beneficial owner," is to be recorded on the participant's records.

        All interests in the securities will be subject to the operations and procedures of DTC. The operations and procedures of DTC's settlement system may change at any time.

        DTC has advised us as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a "banking organization" within the meaning of the New York State Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the Uniform Commercial Code and a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934. DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC's participants include securities brokers and dealers, including the underwriters, banks and trust companies, clearing corporations and other organizations. Indirect access to DTC's system is also available to others such as banks, brokers, dealers and trust companies. These indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. The rules that apply to DTC and its participants are on file with the SEC.

        To facilitate subsequent transfers, all EISs deposited by direct participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. Prior to separation, the components will be registered in the name of the transfer agent as custodian for the owners of the EISs. The deposit of EISs with DTC and their registration in the name of Cede & Co. or the custodian effect no change in

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beneficial ownership. DTC has no knowledge of the actual beneficial owners of the securities. DTC's records reflect only the identity of the direct participants to whose accounts such securities are credited, which may or may not be the beneficial owners. The participants and the transfer agent, as custodian, will remain responsible for keeping account of their holdings on behalf of their customers.

        Transfers of ownership interests in the securities are to be accomplished by entries made on the books of participants or the custodian acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the applicable security except in the event that use of the book-entry system for the securities is discontinued.

        Certificated Shares.    Following the separation, if any, of a holder's EISs into the component Class A common stock and senior subordinated notes, the Class A common stock and the senior subordinated notes may be held in book-entry form or, if requested by such holder, the Class A common stock may be held in registered form.

        A registered holder of Class A common stock, including a holder of EISs that requests that the EISs be separated, has the right to obtain a certificate representing its shares of Class A common stock. If a holder of EISs requests certificated shares of Class A common stock, such holder's EISs must be split into the component Class A common stock and senior subordinated notes, and for so long as the shares of Class A common stock are held in separately certificated form, the shares of Class A common stock may no longer be eligible for inclusion in DTC's book-entry clearance and settlement system. However, if a holder of separately certificated shares of Class A common stock is subsequently willing to forgo being a registered holder of shares, and deposits the shares in an eligible institution, those shares of Class A common stock may again become DTC eligible.

        EISs and, subject to certain exceptions described under "Description of Senior Subordinated Notes—Exchange of Global Notes for Certificated Notes," the senior subordinated notes may only be held in book-entry form.

        Separation and recombination.    Holders of EISs, whether purchased in this offering or in subsequent offerings of EISs of the same series, may, at any time after 45 days from the closing of this offering or such earlier date upon a Change of Control, as defined in the senior subordinated notes indenture, through their broker or other financial institution, separate their EISs into the shares of Class A common stock and senior subordinated notes represented thereby. Similarly, any holder of shares of our Class A common stock and senior subordinated notes may, at any time, through their broker, custodian or other financial institution, combine the applicable number of shares of Class A common stock and principal amount of senior subordinated notes to form EISs. Any such separation or recombination will be effective as of the close of business on the trading day that DTC receives such instructions from a participant or custodian, provided that such instructions are received by 3:00 p.m., Eastern Time, on that trading day. Any instructions received after 3:00 p.m., Eastern Time, will be effective the next business day, if permitted by the custodian or participant delivering the instructions.

        In addition, the EISs will be automatically separated into the shares of Class A common stock and senior subordinated notes represented thereby upon the occurrence of the following:

•

exercise by us of our right to redeem all or a portion of the senior subordinated notes, which may be represented by EISs at the time of such redemption;



•

the date on which principal on the senior subordinated notes becomes due and payable, whether at the stated maturity date or upon acceleration thereof; or



•

if DTC no longer makes securities eligible for deposit or ceases to be a registered clearing agency under the Securities Exchange Act of 1934 and we are unable to find a successor depository.

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        Any voluntary separation of EISs and any subsequent voluntary recombination of EISs from senior subordinated notes and Class A common stock, are to be accomplished by entries made by the DTC participants acting on behalf of beneficial owners. Voluntary separation or recombination of EISs will be accomplished via the use of DTC's Deposit/Withdrawal at Custodian, or DWAC, transaction. Participants or custodians seeking to separate or recombine EISs will be required to enter a DWAC transaction in the EISs and in each of its underlying components.

        Separation will require submission of a Withdrawal-DWAC in the EIS in conjunction with a Deposit-DWAC in each of the underlying components. Upon receipt of DWAC instructions in good order, the transfer agent for the EISs and its components will cause the EISs to be debited from Cede & Co.'s account in the EIS and credited to a separation/recombination reserve account in the EIS, and will cause an appropriate number of the components to be debited from the custodian's account in the components and credited to Cede & Co.'s account.

        Recombination of EISs from underlying components will require submission of a Deposit-DWAC in the EIS in conjunction with a Withdrawal-DWAC in each of the underlying components. Upon receipt of DWAC instructions in good order, the transfer agent for the EIS and its components will cause an appropriate number of components to be debited from Cede & Co.'s account in the components and credited to the account of the custodian, and will cause an appropriate number of EISs to be debited from the separation/recombination reserve account and credited to Cede & Co.'s account in the EIS.

        There may be certain transactional fees imposed upon you by brokers or other financial intermediaries in connection with separation or recombination of EISs and you are urged to consult your broker regarding any such transactional fees.

        Any transactional fees charged by the transfer agent in connection with separation and/or recombination of EISs will be borne by our company. We have been informed by DTC that the current fee DTC charges per transaction per participant account for any separation or recombination is $4.50, subject to change.

        Conveyance of notices and other communications, including notices relating to separation and combination of EISs, by DTC to direct participants, by direct participants to indirect participants, and by participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

        Neither DTC nor Cede & Co. will consent or vote with respect to the EISs or the underlying components and the custodian will not consent or vote with respect to the Class A common stock or the senior subordinated notes. The consent or voting rights will be exercised by DTC's direct participants as follows: under its usual procedures, DTC would mail an omnibus proxy to us as soon as possible after the record date; the omnibus proxy assigns Cede & Co.'s consenting or voting rights to those direct participants to whose accounts the securities are credited on the record date (identified in a listing attached to the Omnibus Proxy). Such participants will consent or vote with respect to the EISs or the underlying components, as the case may be, based on instructions received from the beneficial owners who hold their securities through them.

        We and the trustee will make any payments on the senior subordinated notes to DTC and we will make all payments on the Class A common stock to the transfer agent for the benefit of the record holders. The transfer agent will deliver these payments to DTC. DTC's practice is to credit direct participants' accounts on the payment date in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on the payment date. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered

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in "street name," and will be the responsibility of such participant and not of DTC, us or the trustee, subject to any statutory or regulatory requirements as may be in effect from time to time.

        We or the trustee will be responsible for the payment of all amounts to DTC and the transfer agent. The transfer agent will be responsible for the disbursement of those payments to DTC. DTC will be responsible for the disbursement of those payments to its participants, and the participants will be responsible for disbursements of those payments to beneficial owners. We will remain responsible for any actions DTC and participants take in accordance with instructions we provide.

        DTC may discontinue providing its service as securities depository with respect to the EISs, the shares of our Class A common stock or our senior subordinated notes at any time by giving reasonable notice to us or the trustee. If DTC discontinues providing its service as securities depository with respect to the EISs and we are unable to obtain a successor securities depository, you will automatically take a position in the component securities. If the transfer agent discontinues providing its service as the custodian with respect to the shares of our Class A common stock or our senior subordinated notes and we are unable to obtain a successor custodian, we will print and deliver to you certificates for those securities and you will automatically take a position in the other component securities.

        Also, in case we decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository) we will print and deliver to you certificates for the various certificates of Class A common stock and senior subordinated notes you may own.

        The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that we believe to be reliable, including DTC.

        Except for actions taken by DTC in accordance with our instructions, neither we nor any trustee nor the underwriters will have any responsibility or obligation to participants, or the persons for whom they act as nominees, with respect to:

•

the accuracy of the records of DTC, its nominee, or any participant, with respect to any ownership interest in the securities, or



•

any payments to, or the providing of notice, to participants or beneficial owners.

        Procedures relating to subsequent issuances.    The indenture governing the senior subordinated notes and the agreements with DTC will provide that, in the event there is a subsequent issuance of senior subordinated notes which are substantially identical to the senior subordinated notes initially represented by the EISs but with a different CUSIP number (or any issuance of senior subordinated notes thereafter), each holder of senior subordinated notes or EISs (as the case may be) agrees that a portion of such holder's senior subordinated notes (whether held directly in book-entry form, or held as part of EISs) will be automatically exchanged for a portion of the senior subordinated notes acquired by the holders of such subsequently issued senior subordinated notes. Consequently, following each such subsequent issuance and exchange, each holder of senior subordinated notes or EISs (as the case may be) will own senior subordinated notes of each separate issuance in the same proportion as each other holder. Immediately following any exchange resulting from a subsequent offering, a new CUSIP number will be assigned to represent an inseparable unit consisting of the subordinated notes outstanding prior to the subsequent issuance and the senior subordinated notes issued in the subsequent issuance. Accordingly, the senior subordinated notes issued in the original offering cannot be separated from the senior subordinated notes issued in any subsequent offering. In addition, immediately following any exchange resulting from a subsequent offering, the EISs will consist of the inseparable unit described above representing the proportionate principal amounts of each issuance of senior subordinated notes (but with the same aggregate principal amount as the note (or inseparable unit) represented by the EISs immediately prior to such subsequent issuance and exchange) and the Class A common stock. All accounts of DTC participants or custodians with a position in the securities will be automatically revised to reflect the new CUSIP numbers. In the event of any voluntary or

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automatic separation of EISs following any such automatic exchange, holders will receive the then existing components which are the Class A common stock and the inseparable senior subordinated notes unit. The automatic exchange of senior subordinated notes described above should not impair the rights any holder would otherwise have to assert a claim under applicable securities laws against us with respect to the full amount of senior subordinated notes purchased by such holder. However, if such senior subordinated notes are issued with OID, holders of such subordinated notes may not be able to recover the portion of their principal amount treated as unaccrued OID in the event of an acceleration of the subordinated notes or our bankruptcy prior to the maturity of the senior subordinated notes. See "Risk Factors—Holders of subsequently issued senior subordinated notes may not be able to collect their full stated principal amount prior to maturity." Immediately following any subsequent issuance we will file with the SEC a Current Report on Form 8-K or any other applicable form disclosing the changes, if any, to the OID attributable to your senior subordinated notes as a result of such subsequent issuance.

EIS Transfer Agent

        The Bank of New York will be the EIS transfer agent.

Registration

        All EIS issuances will be registered under the Securities Act. In addition, our bylaws provide that we may not issue any shares of Class A common stock unless we register a corresponding number of EISs under the Securities Act issuable upon combination of the Class A common stock with senior subordinated notes, such that no holder of Class A common stock will at any time have the right to hold Class A common stock in the form of EISs the issuance of which has not been registered under the Securities Act.

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DESCRIPTION OF CAPITAL STOCK

General

        We have set forth below a description of the material terms and provisions of our certificate of incorporation. The following description of our capital stock is intended as a summary only and is qualified in its entirety by reference to the forms of our certificate of incorporation and bylaws, which are filed as exhibits to the registration statement, of which this prospectus forms a part, and which will become effective immediately prior to this offering.

        Our authorized capital stock will consist of:

•

125,000,000 shares of common stock, par value $.01 per share, divided into two classes consisting of:



—

100,000,000 shares of Class A common stock, and



—

25,000,000 shares of Class B common stock; and



•

1,000,000 shares of preferred stock, par value $.01 per share.

        After this offering, there will be 20,776,985 shares of our Class A common stock (23,893,533 shares if the underwriters exercise their over-allotment option with respect to the EISs in full), 12,787,781 shares of our Class B common stock (7,556,446 shares if the underwriters exercise their over-allotment option with respect to the EISs in full) and no shares of our preferred stock outstanding.

Common Stock

        Voting.    The holders of our common stock are entitled to one vote per share with respect to each matter on which the holders of our common stock are entitled to vote. Shares of our Class A common stock and shares of our Class B common stock are entitled to the same voting rights per share and vote together as a class on all matters with respect to which holders are entitled to vote, except that so long as our sponsor investor, Bruckmann, Rosser, Sherrill & Co., L.P., together with its affiliates, beneficially owns more than 10% of the outstanding shares of Class A and Class B common stock in the aggregate on a fully-diluted basis, the holders of our Class B common stock will have the exclusive right to elect two directors to the board of directors. In accordance with the restated stockholders agreement, so long as the holders of our Class B common stock have the right to elect two directors, the holders of our Class B common stock have agreed to vote for the two director nominees nominated by our sponsor investor.

        No Cumulative Voting Rights    The holders of our common stock are not entitled to cumulate their votes in the election of our directors.

        Rights to Dividends and on Liquidation, Dissolution or Winding Up.    The holders of our common stock are entitled to receive dividends as they may be lawfully declared from time to time by the board of directors of our company, subject to any preferential rights of holders of any outstanding shares of preferred stock. In the event of any liquidation, dissolution or winding up of our company, common stockholders are entitled to share ratably in our assets available for distribution to the stockholders, subject to the prior rights of holders of any outstanding preferred stock. With respect to rights to dividends and on liquidation, dissolution or winding up, there is no difference between our Class A and Class B common stock, except that: (i) for periods ending on or before January 2, 2010 Class B dividends will be paid on an annual basis and will be equal, in the aggregate, to Class B Available Cash (subject to the subordination provisions described below); and (ii) for each annual dividend payment period, after December 30, 2006 and through the dividend payment period ending on January 2, 2010, if we declare and pay dividends on our Class A common stock, the holders of our Class B common

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stock will have the right to dividend payments (subject to the subordination provisions described below) equal to Class B Available Cash (up to 1.1 times the amount of dividends paid to the holders of our Class A common stock). For quarterly periods subsequent to January 2, 2010, if we declare and pay dividends on our Class A common stock, the holders of our Class B common stock will be entitled to dividend payments of 1.1 times the amount paid per share to the holders of our Class A common stock.

        Prior to the completion of this offering, our board of directors will adopt a dividend policy that reflects a basic judgment that our stockholders would be better served if we distributed our cash available to pay dividends to them instead of retaining it in our business. Under this policy, cash generated by our company in excess of operating needs, interest and principal payments on indebtedness, capital expenditures sufficient to maintain our properties and other assets and $6.0 million of dividend restricted cash (that can be used for the payment of dividends on the Class A common stock or for any other purpose other than the payment of dividends on the Class B common stock) would in general be distributed as regular quarterly cash dividends (up to the intended dividend rate set forth below) to the holders of our Class A common stock and as regular annual cash dividends (up to the permitted dividend rate set forth below) to the holders of our Class B common stock and not be retained by us as cash on our consolidated balance sheet.

•

there is no legal, contractual or other requirement that we pay the dividends, and the dividends are neither mandatory nor guaranteed;



•

our dividend policy can be modified or revoked at any time;



•

even if our dividend policy were not modified or revoked, the actual amount of dividends distributed under the policy and the decision to make any distributions is entirely at the discretion of our board of directors;



•

the payment of dividends is subject to limitations and restrictions under:



—

the indenture governing the senior subordinated notes,



—

the indenture governing the senior notes,



—

the terms of our new revolving credit facility, and



—

the terms of any other then outstanding indebtedness of ours;



•

the payment of dividends is subject to limitations and restrictions under state law; and



•

we may not have enough cash to pay dividends due to changes to our operating income, working capital requirements and anticipated cash needs.

        We intend to pay dividends on our Class A common stock quarterly on January 30, April 30, July 30 and October 30. We intend to make our first dividend payment on our Class A common stock on January 30, 2005 to holders of record as of December 31, 2004. Such dividend payment will be a partial quarterly dividend payment for the period commencing on the closing of this offering and ending on January 1, 2005.

        Under our dividend policy, we intend to pay quarterly dividends of $0.212 per share of Class A common stock and to continue to pay quarterly dividends at these rates for the first four full quarterly dividend payment periods following the closing of this offering.

        We intend to make our first dividend payment on our Class B common stock on February 20, 2006 to holders of record as of December 31, 2005, which will be an annual dividend payment for the year ending on December 31, 2005.

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        Under our Class B dividend policy and pursuant to our organizational documents, we intend to pay an annual dividend per Class B share equal to Class B Available Cash (as defined below) for that period, divided by the number of Class B shares outstanding on the record date for such period, subject to the subordination provisions described below.

        "Class B Available Cash" means the lesser of

•

"excess cash" (see "Description of Senior Subordinated Notes—Certain Definitions for the definition of excess cash)" for the last four fiscal quarters, including the most recently completed fiscal quarter (the "Class B Testing Period"), minus the sum of the aggregate amount of the prior four Class A dividends, and minus dividend restricted cash of $6.0 million; for purposes of calculating excess cash as defined, for this purpose only, the aggregate amounts set forth in paragraph number 3 under the definition of excess cash shall be the greater of the aggregate amount of such capital expenditures or $6.5 million; or



•

the aggregate per share amount of dividends declared or to be declared on our Class A common stock (or 1.1 times such amount for dividends with respect to periods commencing after December 30, 2006) with respect to the annual period for which the dividends on our Class B common stock are to be paid multiplied by the number of shares of our Class B common stock issued and outstanding on the last day of such period.

        Assuming we pay quarterly and annual dividends as intended under our dividend policy and assuming our EBITDA for the twelve months ended December 31, 2005 were equal to our pro forma as adjusted EBITDA for the twelve months ended July 3, 2004 ($73.4 million), we would pay $0.848 of dividends per share of Class A common stock and $0.48 per share of Class B common stock ($0.109 per share of Class B common stock if the underwriters' over-allotment option is exercised in full, subject to the subordination provisions described below) for the initial dividend payment periods following the closing of this offering. However, notwithstanding the dividend policy, the amount of dividends, if any, for each dividend payment date, including the January 30, 2005 dividend payment date, will be determined by our board of directors on a quarterly basis after taking into account various factors, including our results of operations, cash requirements, financial condition, the dividend restrictions set forth in the indentures governing our senior subordinated notes and our senior notes and the terms of our new revolving credit facility, provisions of applicable law and other factors that our board of directors may deem relevant.

        Under our organizational documents, with respect to the initial annual dividend payment periods and through the dividend payment dates with respect to the quarterly and annual dividend payment periods ending January 2, 2010, dividends on our Class B common stock will be subordinated to the payment of dividends on our Class A common stock. Specifically,

•

an annual dividend on our Class B common stock may only be declared if we have declared and paid dividends on our Class A common stock at no less than the quarterly rate of $0.212 per share for each of the four full fiscal quarters corresponding to such annual dividend payment period of the Class B common stock; and



•

no dividends on our Class B common stock may be declared with respect to any annual period unless the "Class B Threshold Amount" (as defined below) as of the last day of such period is at least $10 million.

        The subordination of dividends on our Class B common stock will be suspended upon the occurrence of any default or event of default under the indentures governing the senior notes and the senior subordinated notes and will become applicable again upon the cure of any default or event of default. Dividends on our Class B common stock will not be subordinated to dividends on our Class A common stock for any period subsequent to January 2, 2010. If for any dividend payment date after the February 20, 2010 dividend payment date the amount of cash to be distributed is insufficient to pay

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dividends at the levels described above on our Class A and Class B common stock, any shortfall will reduce the dividends on the Class A and Class B common stock pro rata.

"Class B Threshold Amount" as of any date means the amount of cash on our consolidated balance sheet as of such date calculated on a pro forma basis giving effect to the payment of any previously declared but unpaid dividends on any class of our capital stock and the payment of any dividends to be declared with respect to any class of our capital stock with respect to the period for which the Class B Threshold Amount is being calculated less any actual or funded borrowings under our new revolving credit facility (or any successor or additional revolving credit facility) as of such date.

Dividend payments are not mandatory or guaranteed and holders of our common stock do not have any legal right to receive, or require us to pay, dividends. Our board of directors may, in its sole discretion, amend or repeal this dividend policy with respect to the Class A and Class B common stock at any time. Furthermore, our board of directors may decrease the level of dividends for the Class A and Class B common stock below the intended dividend rates set forth above or discontinue entirely the payment of dividends. See "Dividend Policy and Restrictions" and "Risk Factors—You may not receive the level of dividends provided for in the dividend policy our board of directors will adopt upon the closing of this offering, or any dividends at all."

        Preemptive and Other Subscription Rights.    Common stockholders do not have preemptive, subscription or redemption rights, and are not subject to further calls or assessments.

        Additional Issuance of Our Authorized Common Stock.    Additional shares of our authorized common stock may be issued, as determined by the board of directors of our company from time to time, without approval of holders of our common stock, except as may be required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded. However, according to our bylaws we may not issue any shares of Class A common stock unless:

•

they are issued as part of an EIS the issuance of which has been registered with the SEC;



•

any EIS that may result from the combination of the shares of Class A common stock and our senior subordinated notes have been issued in a transaction registered with the SEC; or



•

no EISs are currently outstanding.

        Combination to Form EISs.    Any holder of shares of Class A common stock and senior subordinated notes may, at any time, through his or her broker or other financial institution, combine the applicable number of shares of Class A common stock and principal amount of senior subordinated notes to form EISs. See "Description of Enhanced Income Securities (EISs)—Voluntary Separation and Recombination."

        The holders of shares of Class B common stock may not combine their shares of Class B common stock with senior subordinated notes to form EISs.

Preferred Stock

        Our certificate of incorporation provides that we may issue up to 1,000,000 shares of our preferred stock in one or more series as may be determined by our board of directors.

        Our board of directors has broad discretionary authority with respect to the rights of issued series of our preferred stock and may take several actions without any vote or action of the holders of our common stock, including:

•

determining the number of shares to be included in each series;

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•

fixing the designation, powers, preferences and relative rights of the shares of each series and any qualifications, limitations or restrictions with respect to each series, including provisions related to dividends, conversion, voting, redemption and liquidation, which may be superior to those of our common stock; and



•

increasing or decreasing the number of shares of any series.

        The board of directors may authorize, without approval of holders of our common stock, the issuance of preferred stock with voting and conversion rights that could adversely affect the voting power and other rights of holders of our common stock. For example, our preferred stock may rank prior to our common stock as to dividend rights, liquidation preferences or both, may have full or limited voting rights and may be convertible into shares of our common stock. The number of authorized shares of our preferred stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the holders of at least a majority of our common stock, without a vote of the holders of any other class or series of our preferred stock unless required by the terms of such class or series of preferred stock.

        Our preferred stock could be issued quickly with terms designed to delay or prevent a change in the control of our company or to make the removal of our management more difficult. This could have the effect of discouraging third party bids for our common stock or may otherwise adversely affect the market price of our common stock.

        We believe that the ability of our board of directors to issue one or more series of our preferred stock will provide us with flexibility in structuring possible future financings and acquisitions, and in meeting other corporate needs that might arise. The authorized shares of our preferred stock, as well as shares of our common stock, will be available for issuance without action by our common stockholders, unless such action is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded.

        Although our board of directors has no intention at the present time of doing so, it could issue a series of our preferred stock that could, depending on the terms of such series, be used to implement a stockholder rights plan or otherwise impede the completion of a merger, tender offer or other takeover attempt of our company. Our board of directors could issue preferred stock having terms that could discourage an acquisition attempt through which an acquiror may be able to change the composition of the board of directors, including a tender offer or other transaction that some, or a majority, of our stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then current market price.

Composition of Board of Directors; Election and Removal of Directors

        In accordance with our bylaws, the number of directors comprising our board of directors will be as determined from time to time by our board of directors and may not be divided into classes. Upon the closing of the offering it is anticipated that we will have seven directors. Each director is to hold office until his or her successor is duly elected and qualified. Directors will be elected for a term that will expire at the annual meeting of stockholders immediately succeeding their election.

        Directors may be removed from office with or without cause by the affirmative vote of the holders of at least a majority of the voting power of all then-outstanding shares of our capital stock that are entitled to vote generally in the election of our directors, voting together as a single class. Subject to the rights of the holders of any series of preferred stock and subject to the rights of holders of our Class B common stock to appoint two directors to the board (so long as our sponsor investor holds in the aggregate 10% or more of the outstanding shares of our Class A and Class B common stock), our certificate of incorporation provides that in the case of any vacancies among the directors such vacancy

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will be filled with a candidate approved by the vote of a majority of the remaining directors, even if less than a quorum (and not by stockholders).

        The filling of vacancies could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from attempting to acquire, control of us.

        At any meeting of our board of directors, a majority of the total number of directors then in office will constitute a quorum for all purposes.

Stockholder Action

        Stockholders may act by written consent, without a meeting and without notice or a vote. This provision enables stockholders to act on matters subject to a stockholder vote without waiting until the next annual or special meeting of stockholders.

Special Meetings of Stockholders

        Our certificate of incorporation provides that special meetings of the stockholders may be called by the chairman of the board of directors or by a majority of the board of directors or the holders of at least 20% of our outstanding voting stock.

Section 203 of the Delaware General Corporation Law

        Our company is subject to Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a "business combination" with an "interested stockholder" for a three-year period following the time that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. A "business combination" includes a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder. An "interested stockholder" is a person who, together with affiliates and associates, owns (or, in some cases, within three years prior, did own) 15% or more of the corporation's voting stock. Under Section 203, a business combination between the corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions:

•

the board of directors must have previously approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;



•

upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding, for purposes of determining the number of our shares outstanding, shares owned by (a) persons who are directors and also officers and (b) employee stock plans, in some instances); or



•

the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

        The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by our board of directors, including discouraging takeover attempts that might result in a premium over the market price for the shares of our common stock.

Other Anti-Takeover Provisions of Our Certificate of Incorporation and Bylaws

        Our certificate of incorporation and bylaws contain several provisions, in addition to those pertaining to the issuance of additional shares of our authorized common stock and preferred stock without the approval of the holders of our common stock that could delay or make more difficult the acquisition of our company through a hostile tender offer, open market purchases, proxy contest,

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merger or other takeover attempt that a stockholder might consider in his or her best interest, including those attempts that might result in a premium over the market price of our common stock. Such provisions, which are described below, include advance notice procedures regarding any proposal of stockholder business to be discussed at a stockholders meeting.

        Advance Notice Procedure for Director Nominations and Stockholder Proposals.    Our bylaws provide that, subject to the rights of holders of any outstanding shares of our preferred stock, a stockholder may nominate one or more persons for election as directors at a meeting only if written notice of the stockholder's nomination has been given, either by personal delivery or certified mail, to our corporate secretary not less than 120 days nor more than 150 days before the first anniversary of the date of our proxy statement in connection with our last annual meeting of stockholders. Each notice must contain:

•

the name, age, business address and, if known, residential address of each nominee;



•

the principal occupation or employment of each nominee;



•

the class, series and number of our shares beneficially owned by each nominee;



•

any other information relating to each nominee required by the Securities and Exchange Commission's proxy rules; and



•

the written consent of each nominee to be named in our proxy statement and to serve as director if elected.

        Our corporate secretary will deliver all notices to the nominating committee of our board of directors for review. After review, the nominating committee will make its recommendation regarding nominees to our board of directors. Defective nominations will be disregarded.

        For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice of the proposed business in writing to our corporate secretary. To be timely, a stockholder's notice must be given, either by personal delivery or by certified mail, to our corporate secretary not less than 120 days nor more than 150 days before the first anniversary of the date of our proxy statement in connection with our last annual meeting of stockholders. Each notice must contain:

•

a brief description of the business desired to be brought before the annual meeting and the reasons for conducting the business at the annual meeting;



•

the name and address of the stockholder proposing the business as they appear on our stock transfer books;



•

a representation that the stockholder is a stockholder of record and intends to appear in person or by proxy at the annual meeting to bring the business proposed in the notice before the meeting;



•

the class, series and number of our shares beneficially owned by the stockholder; and



•

any material interest of the stockholder in the business.

        Business brought before an annual meeting without complying with these provisions will not be transacted.

        Although our bylaws do not give the board the power to approve or disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, our bylaws may have the effect of precluding the consideration of some business at a meeting if the proper procedures are not followed or may discourage or defer a potential acquiror from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.

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Amendment of Our Certificate of Incorporation

        Our certificate of incorporation provides that the affirmative vote of the holders of at least a majority of the voting power of all then-outstanding shares of our capital stock that are entitled to vote generally in the election of our directors, voting together as a single class is required to amend, alter, change or repeal its provisions.

Amendment of Our Bylaws

        Our certificate of incorporation provides that our bylaws can be amended only by either our board of directors or the affirmative vote of the holders of at least a majority of the voting power of all then-outstanding shares of our capital stock that are entitled to vote generally in the election of our directors, voting together as a single class.

Limitation of Liability and Indemnification

        Our certificate of incorporation provides that, to the full extent from time to time permitted by law, no director shall be personally liable for monetary damages for breach of any duty as a director. As required under current Delaware law, our certificate of incorporation currently provides that this waiver may not apply to liability:

•

for any breach of the director's duty of loyalty to us or our stockholders;



•

for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;



•

under Section 174 of the Delaware General Corporation Law (governing distributions to stockholders); or



•

for any transaction from which the director derived any improper personal benefit.

        However, in the event the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Neither the amendment or repeal of this provision of our certificate of incorporation, nor the adoption of any provision of our certificate of incorporation which is inconsistent with this provision, shall eliminate or reduce the protection afforded by this provision with respect to any matter which occurred, or any suit or claim which, but for this provision would have accrued or arisen, prior to such amendment, repeal or adoption.

        Our bylaws also provide that we shall, to the fullest extent from time to time permitted by law, indemnify our directors and officers against all liabilities and expenses in any suit or proceeding, arising out of their status as an officer or director or their activities in these capacities. We shall also indemnify any person who, at our request, is or was serving as a director, officer or trustee of another corporation, joint venture, employee benefit plan trust or other enterprise.

        The right to be indemnified shall include the right of an officer or a director to be paid expenses in advance of the final disposition of any proceeding, if we receive an undertaking to repay such amount if it shall be determined that he or she is not entitled to be indemnified.

        Our board of directors may take such action as it deems necessary to carry out these indemnification provisions, including adopting procedures for determining and enforcing indemnification rights and purchasing insurance policies. Our board of directors may also adopt bylaws, resolutions or contracts implementing indemnification arrangements as may be permitted by law. Neither the amendment or repeal of these indemnification provisions, nor the adoption of any provision of our certificate of incorporation inconsistent with these indemnification provisions, shall

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eliminate or reduce any rights to indemnification relating to their status or any activities prior to such amendment, repeal or adoption.

        We believe these provisions will assist in attracting and retaining qualified individuals to serve as directors.

Listing

        Our shares of Class A common stock will not be listed for separate trading on the American Stock Exchange until a sufficient number of shares are held separately and not in the form of EISs as may be necessary to satisfy any applicable listing requirements. If more than such required number of our outstanding shares of Class A common stock is no longer held in the form of EISs for a period of 30 consecutive trading days, we will apply to list the shares of our Class A common stock for separate trading on the American Stock Exchange. We will not list our shares of Class B common stock for trading on any exchange.

Transfer Agent and Registrar

        The transfer agent and registrar for our Class A and Class B common stock will be The Bank of New York.

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DESCRIPTION OF SENIOR SUBORDINATED NOTES

        B&G Foods will issue the senior subordinated notes under an indenture among itself, the Guarantors and The Bank of New York, as trustee. The terms of the notes will include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended.

        The following description is only a summary of the material provisions of the indenture and the notes. It does not restate the indenture in its entirety. We urge you to read the indenture because it, and not this description, defines your rights as a holder of the notes. We have filed a copy of the indenture as an exhibit to the registration statement that includes this prospectus. You can find the definitions of certain terms used in this description under the subheading "Certain Definitions." In this description, the words "B&G Foods" refers only to B&G Foods, Inc. and its successor in accordance with the terms of the indenture, and not to any of its subsidiaries. Certain defined terms used in this description but not defined below under "—Certain Definitions" have the meanings assigned to them in the indenture.

        The indenture will provide for the issuance of an unlimited aggregate principal amount of additional senior subordinated notes having identical terms and conditions to the notes offered hereby (the "Additional Notes"), subject to compliance with the covenants contained in the indenture. Additional Notes will vote on all matters with the notes offered hereby. The Additional Notes will be deemed to have the same accrued current period interest and defaults as the notes issued in this offering and will be deemed to be subject to the same number of Payment Blockage Periods as the notes issued in this offering.

        The registered holder of a note will be treated as the owner of it for all purposes. Only registered holders will have rights under the indenture.

Brief Description of the Notes and the Note Guarantees

The Notes

        The notes:

•

will be general unsecured obligations of B&G Foods;



•

will be subordinated in right of payment to all existing and future Senior Indebtedness of B&G Foods;



•

will be pari passu in right of payment with all existing and future Pari Passu Indebtedness of B&G Foods; and



•

will be jointly and severally and fully and unconditionally guaranteed by the Guarantors.

The Note Guarantees

        The notes will be fully and unconditionally guaranteed by all of B&G Foods' Domestic Subsidiaries.

        Each guarantee of the notes:

•

will be a general unsecured obligation of the Guarantor;



•

will be subordinated in right of payment to all existing and future Senior Indebtedness of each Guarantor; and



•

will be pari passu in right of payment with all existing and future Pari Passu Indebtedness of each Guarantor.

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        Not all of our Subsidiaries will guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-Guarantor Subsidiaries, the non-Guarantor Subsidiaries will pay the holders of their debt and trade creditors before they will be able to distribute any of their assets to us. The Guarantor Subsidiaries generated 100% of our consolidated net sales on a pro forma as adjusted basis for fiscal 2003 and 99.9% of our as adjusted consolidated assets as of January 3, 2004. As of the date of the indenture, our only non-Guarantor Subsidiary will be Les Produits Alimentaires Jacques et Fils Inc.

        As of the date of the indenture, all of our Subsidiaries will be "Restricted Subsidiaries." However, under the circumstances described below under the caption "—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries," we will be permitted to designate certain of our Subsidiaries as "Unrestricted Subsidiaries." Our Unrestricted Subsidiaries will not guarantee the notes and will not be subject to many of the restrictive covenants in the indenture.

Maturity and Interest

        The notes will mature on            , 2016.

        Interest on the notes will accrue at the rate of      % per annum and will be payable quarterly in arrears on January 30, April 30, July 30 and October 30, commencing on                        , 2005. B&G Foods will make each interest payment to the holders of record on the immediately preceding December 31, March 31, June 30 and September 30.

        Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid or provided for. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

        Within 30 days prior to the maturity of the notes, B&G Foods will use its reasonable efforts to list or quote the outstanding shares of its Class A common stock on the securities exchange(s) or automated securities quotation system(s), if any, on which the EISs will then be listed or quoted, in addition to any other securities exchange on which the Class A common stock is then listed.

Ranking

        The Indebtedness evidenced by the notes will be unsecured senior subordinated Indebtedness of B&G Foods, will be subordinated in right of payment, as set forth in the indenture, to the prior payment in full in cash of all existing and future Senior Indebtedness of B&G Foods and will rank pari passu in right of payment with all existing and future Pari Passu Indebtedness of B&G Foods. The notes will be effectively subordinated to any Secured Indebtedness of B&G Foods to the extent of the value of the assets securing such Secured Indebtedness. However, payment from the money or the proceeds of Government Securities held in any defeasance or similar trust described under "—Legal Defeasance and Covenant Defeasance" below is not subordinated to any Senior Indebtedness or subject to the restrictions described herein.

        The Indebtedness evidenced by each Note Guarantee will be unsecured senior subordinated Indebtedness of the applicable Guarantor, will be subordinated in right of payment, as set forth in the indenture, to the prior payment in full in cash of all existing and future Senior Indebtedness of such Guarantor, including the Senior Indebtedness of each Guarantor represented by such Guarantor's guarantee of the Credit Agreement, and will rank pari passu in right of payment with all existing and future Pari Passu Indebtedness of such Guarantor. The Note Guarantees will be effectively subordinated to any Secured Indebtedness of the applicable Guarantor to the extent of the value of the assets securing such Secured Indebtedness.

        As of July 3, 2004, on an as adjusted basis to give effect to the offering of EISs and the Transactions as if they had occurred on that date, (i) B&G Foods would have had approximately

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$200.0 million in Senior Indebtedness outstanding, none of which would have been Secured Indebtedness, (ii) B&G Foods would have had no Pari Passu Indebtedness outstanding other than the notes, (iii) the Guarantors would have had $200.0 in Senior Indebtedness outstanding, and no Secured Indebtedness, and (iv) the Guarantors would have had no Pari Passu Indebtedness outstanding other than the Note Guarantees. Under the indenture, B&G Foods and its Restricted Subsidiaries, including the Guarantors, will be able to incur a substantial amount of additional Indebtedness, including Senior Indebtedness, under certain circumstances. See "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" below.

        B&G Foods is dependent in part on the cash flow of its subsidiaries and other entities to meet its own obligations, including the payment of interest and principal obligations on the notes when due. As of July 3, 2004, on an as adjusted basis to give effect to the offering of EISs and the Transactions as if they had occurred on that date, the total liabilities of B&G Foods' subsidiaries would have been approximately $442.6, including trade payables. Although the indenture will limit the incurrence of Indebtedness by B&G Foods and the issuance of preferred stock of certain of B&G Foods' subsidiaries, such limitation is subject to a number of significant qualifications.

        "Senior Indebtedness" with respect to B&G Foods or any Guarantor means all Indebtedness of B&G Foods or such Guarantor, including interest thereon (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to B&G Foods or any Subsidiary of B&G Foods whether or not a claim for post-filing interest is allowed in such proceeding) and other amounts (including make-whole payments, fees, expenses and reimbursement obligations under letters of credit and indemnities) owing in respect thereof, whether outstanding on the date of the indenture or thereafter incurred, unless in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such obligations are not superior in right of payment to the notes or such Guarantor's Note Guarantee, as applicable; provided, however, that Senior Indebtedness shall not include, as applicable, (i) any obligation of B&G Foods to any Subsidiary of B&G Foods or of a Guarantor to B&G Foods or any Subsidiary of B&G Foods, (ii) any liability for Federal, state, local or other taxes owed or owing by B&G Foods or such Guarantor, (iii) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities), (iv) any obligations with respect to any Capital Stock, (v) any Indebtedness incurred in violation of the indenture, provided that Indebtedness under Credit Facilities will not cease to be Senior Indebtedness under this clause (v) if the Lenders of such Indebtedness obtained a certificate from an officer of B&G Foods as of the date of incurrence of such Indebtedness to the effect that such Indebtedness was permitted to be incurred by the indenture, and (vi) any indebtedness or obligations of B&G Foods or such Guarantor which is Pari Passu Indebtedness.

        "Pari Passu Indebtedness" means (i) with respect to B&G Foods, the notes and any other senior subordinated Indebtedness of B&G Foods, other than Senior Indebtedness or Secured Indebtedness of B&G Foods and (ii) with respect to any Guarantor, its Note Guarantee and any other senior subordinated Indebtedness of such Guarantor, other than Senior Indebtedness or Secured Indebtedness of such Guarantor.

        Only Senior Indebtedness or Secured Indebtedness of B&G Foods or a Guarantor will rank senior to the notes or the relevant Note Guarantee in accordance with the provisions of the indenture. The notes and each Note Guarantee will in all respects rank pari passu with all other Pari Passu Indebtedness of B&G Foods and the relevant Guarantor, respectively.

        B&G Foods may not pay principal of, premium (if any) or interest on, the notes or make any deposit pursuant to the provisions described under "—Legal Defeasance and Covenant Defeasance" below and may not otherwise purchase, redeem or otherwise retire any notes (collectively, "pay the notes") if (i) a default in the payment of the principal of, premium, if any, or interest on any Designated Senior Indebtedness occurs and is continuing beyond any applicable grace period or any

145

other amount owing in respect of any Designated Senior Indebtedness is not paid when due, or (ii) any other default on Designated Senior Indebtedness occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full (except that Holders may receive and retain (a) Permitted Junior Securities and (b) payments made from the trust described under "—Legal Defeasance and Covenant Defeasance" below so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the notes without violating the subordination provisions described in the indenture or any other material agreement binding on B&G Foods). However, B&G Foods may pay the notes without regard to the foregoing if B&G Foods and the trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness with respect to which either of the events set forth in clause (i) or (ii) of the immediately preceding sentence has occurred and is continuing. In addition to the foregoing, during the continuance of any default (other than a default described in clause (i) or (ii) of the second preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or upon the expiration of any applicable grace periods, B&G Foods may not pay the notes for a period (a "Payment Blockage Period") commencing upon the receipt by the trustee (with a copy to B&G Foods) of written notice (a "Payment Blockage Notice") of such default from the Representative of the Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the trustee and B&G Foods from the Person or Persons who gave such Payment Blockage Notice, (ii) by repayment in full of such Designated Senior Indebtedness or (iii) because the default giving rise to such Payment Blockage Notice is no longer continuing).

        During any period in which payments are blocked pursuant to the preceding paragraph, holders of the notes and the related Note Guarantees will be entitled to all remedies with respect to the notes and the Note Guarantees, however, any amount received by holders with respect to the notes or the Note Guarantees, including as a result of any legal action to enforce the notes or the Note Guarantees, would be required to be turned over to holders of Designated Senior Indebtedness. Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of the preceding paragraph and in the succeeding paragraph), unless the holders of such Designated Senior Indebtedness or the Representative of such holders have accelerated the maturity of such Designated Senior Indebtedness, B&G Foods may resume payments on the Notes after the end of such Payment Blockage Period. In no event may the total number of days during which any Payment Blockage Period or Periods is in effect extend beyond the 179 days from the date of receipt by the Trustee of the relevant Blockage Notice or exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this provision, no default or event of default that existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days.

        Upon any payment or distribution of the assets of B&G Foods upon a total or partial liquidation or dissolution or reorganization of or similar proceeding relating to B&G Foods or its property, the holders of Senior Indebtedness will be entitled to receive payment in full in cash of the Senior Indebtedness before the holders of notes are entitled to receive any payment, and until the Senior Indebtedness is paid in full in cash, any payment or distribution to which holders of notes would be entitled, except as otherwise provided for in the subordination provisions of the indenture, will be made to holders of the Senior Indebtedness as their interests may appear (except that holders of notes may receive and retain (i) Permitted Junior Securities, and (ii) payments made from the trust described

146

under "—Legal Defeasance and Covenant Defeasance" so long as, on the date or dates the respective amounts were paid into the trust, such payments were made with respect to the notes without violating the subordination provisions described herein or any other material agreement binding on B&G Foods). If a distribution is made to holders of notes that due to the subordination provisions of the indenture should not have been made to them, such holders are required to hold it in trust for the holders of Senior Indebtedness and to make payment to the holders of Senior Indebtedness as their interests may appear.

        After the occurrence of an Event of Default, B&G Foods or the trustee shall promptly notify the holders of the Designated Senior Indebtedness (or their Representative) of such occurrence. If any Designated Senior Indebtedness is outstanding, B&G Foods may not pay the notes until five Business Days after such holders or the Representative of the Designated Senior Indebtedness receive notice of such occurrence and, thereafter, may pay the notes only if the subordination provisions of the indenture otherwise permit payment at that time.

        By reason of such subordination provisions contained in the indenture, in the event of insolvency, creditors of B&G Foods who are holders of Senior Indebtedness may recover more, ratably, than the holders of notes.

        The indenture will contain identical subordination provisions relating to each Guarantor's obligations under its Note Guarantee.

Methods of Receiving Payments on the Notes

        If a holder of notes has given wire transfer instructions to B&G Foods, B&G Foods will pay, or cause to be paid, all principal, interest and premium, if any, on that holder's notes in accordance with those instructions. All other payments on the notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless B&G Foods elects to make interest payments by check mailed to the noteholders at their address set forth in the register of holders.

Paying Agent and Registrar for the Notes

        The trustee will initially act as paying agent and registrar. B&G Foods may change the paying agent or registrar without prior notice to the holders of the notes, and B&G Foods or any of its Restricted Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

        A holder may transfer or exchange notes in accordance with the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes and holders will be required to pay all taxes due on transfer. B&G Foods will not be required to transfer or exchange any note selected for redemption. Also, B&G Foods will not be required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

Note Guarantees

        The notes will be guaranteed by each of B&G Foods' current and future Domestic Subsidiaries on an unsecured senior subordinated basis (as described under "—Ranking" above). The Note Guarantees will be joint and several obligations of the Guarantors and those obligations will be limited as necessary to prevent the Note Guarantee from constituting a fraudulent conveyance under applicable law. See "Risk Factors—If the guarantees of the senior subordinated notes are held to be invalid or unenforceable or are limited in accordance with their terms, the senior subordinated notes would be structurally subordinated to the debt of our subsidiaries."

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        A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than B&G Foods or another Guarantor, unless:

(1)

immediately after giving effect to that transaction, no Default or Event of Default exists; and



(2)

either:



(a)

the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of that Guarantor under the indenture and its Note Guarantee pursuant to a supplemental indenture satisfactory to the trustee; or



(b)

the Net Proceeds of such sale or other disposition are applied in accordance with the "Asset Sale" provisions of the indenture.

        The Note Guarantee of a Guarantor will be released:

(1)

in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) B&G Foods or a Restricted Subsidiary of B&G Foods, if the sale or other disposition complies with the "Asset Sale" provisions of the indenture;



(2)

in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) B&G Foods or a Restricted Subsidiary of B&G Foods, if the sale or other disposition complies with the "Asset Sale" provisions of the indenture;



(3)

if B&G Foods designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture;



(4)

upon legal defeasance or satisfaction and discharge of the indenture as provided below under "—Legal Defeasance and Covenant Defeasance" and "—Satisfaction and Discharge"; or



(5)

if such Guarantor no longer constitutes a Domestic Subsidiary.

See "—Repurchase at the Option of Holders—Asset Sales."

Optional Redemption

        The notes will not be redeemable at B&G Foods' option prior to                    , 2009.

        At any time and from time to time on and after            , 2009, B&G Foods may redeem all or a part of the notes upon not less than 30 nor more than 60 days notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on            of the years indicated below, subject to the rights of holders of notes on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2009		%
2010		%
2011		%
2012 and thereafter	100.000	%

        Notice of any redemption will be mailed at least 30 days but not more than 60 days before the date of redemption to each holder of the notes to be redeemed. Unless we default in payment of the

148

redemption price, on and after the date of redemption, interest will cease to accrue on such notes or the portions called for redemption.

        Any exercise by B&G Foods of its option to redeem the notes, in whole or in part, will result in an automatic separation of the EISs.

Mandatory Redemption

        B&G Foods is not required to make mandatory redemption or sinking fund payments with respect to the notes.

Repurchase at the Option of Holders

Change of Control

        If a Change of Control occurs, each holder of notes will have the right to require B&G Foods to repurchase all or any part of that holder's notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer (subject to the conditions required by applicable law, if any), B&G Foods will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest to the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date. No earlier than ten and no later than 20 days following any Change of Control, B&G Foods will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. Holders electing to have a note purchased pursuant to a Change of Control Offer will be required to surrender the note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the note completed, or transfer by book-entry transfer to the paying agent at the address specified in the notice of Change of Control Offer prior to the close of business on the third business day prior to the Change of Control Payment Date. In order to exercise this repurchase right, a holder must separate its EISs into the shares of Class A common stock and the notes represented thereby.

        Any Change of Control Offer will be made in compliance with all applicable laws, rules and regulations, including, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws in connection with the repurchase of notes pursuant to the Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, B&G Foods' compliance with those laws and regulations will not in and of itself cause a breach of its obligations under this covenant.

        On the Change of Control Payment Date, B&G Foods will, to the extent lawful:

(1)

accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;



(2)

deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and



(3)

deliver or cause to be delivered to the trustee the notes properly accepted together with an Officer's Certificate stating the aggregate principal amount of notes or portions of notes being purchased by B&G Foods.

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        The paying agent will promptly mail to each holder of notes properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any. B&G Foods will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

        The provisions described above that require B&G Foods to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holders of the notes to require that B&G Foods repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

        B&G Foods will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by B&G Foods and purchases all notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the indenture as described above under the caption "—Optional Redemption," unless and until there is a default in payment of the applicable redemption price.

        In the event that at the time of such Change of Control the terms of any Senior Indebtedness restrict or prohibit the repurchase of notes pursuant to this covenant, then prior to the mailing of the notice to holders provided for above but in any event within 90 days following any Change of Control, B&G Foods shall (i) repay in full all such Senior Indebtedness or offer to repay in full all such Senior Indebtedness and repay the Senior Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent under the agreements governing such Senior Indebtedness to permit the repurchase of the notes as provided for above.

        No assurances can be given that B&G Foods will have funds available or otherwise will be able to purchase any notes upon the occurrence of a Change of Control. The provisions of the indenture relating to a Change of Control in and of themselves may not afford holders of the notes protection in the event of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction involving us that may adversely affect holders of the notes if such transaction is not the type of transaction included within the definition of a Change of Control. A transaction involving management or Affiliates of B&G Foods likewise will result in a Change of Control only if it is the type of transaction specified by the definition. The existence of the foregoing provisions relating to a Change of Control may or may not deter a third party from seeking to acquire us in a transaction which constitutes a Change of Control and may or may not discourage or make more difficult the removal of incumbent management.

        The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of B&G Foods and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require B&G Foods to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of B&G Foods and its Subsidiaries taken as a whole to another Person or group may be uncertain.

        The provisions of the indenture related to B&G Foods' obligations to make a Change of Control Offer may be waived or modified with the written consent of the holders of a majority in aggregate principal amount of the notes then outstanding.

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Asset Sales

        B&G Foods will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)

B&G Foods (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and



(2)

at least 75% of the consideration received in the Asset Sale by B&G Foods or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:



(a)

any liabilities, as shown on B&G Foods' most recent consolidated balance sheet, of B&G Foods or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Note Guarantee) that are assumed by the transferee of any such assets and B&G Foods or such Restricted Subsidiary is released from further liability;



(b)

any securities, notes or other obligations received by B&G Foods or any such Restricted Subsidiary from such transferee that are converted by B&G Foods or such Restricted Subsidiary into cash within 180 days after such Asset Sale, to the extent of the cash received in that conversion; and



(c)

any stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of this covenant.

        Any Asset Sale pursuant to a condemnation, appropriation or other similar taking, including by deed in lieu of condemnation, or pursuant to the foreclosure or other enforcement of a Permitted Lien or exercise by the related lienholder of rights with respect to any of the foregoing, including by deed or assignment in lieu of foreclosure, will not be required to satisfy the conditions set forth in the preceding paragraph. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, B&G Foods (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds at its option:

(1)

to repay, prepay or purchase Senior Indebtedness or Pari Passu Indebtedness (provided that if B&G Foods shall so repay Pari Passu Indebtedness, it will equally and ratably repay the notes by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, the pro rata principal amount of notes); and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;



(2)

to acquire all or substantially all of the assets of another Permitted Business, or to acquire any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of B&G Foods;



(3)

to make a capital expenditure;



(4)

to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; or



(5)

any combination of the foregoing clauses (1) through (4).

        In the case of clauses (2) and (4) above, B&G Foods will be deemed to have complied with its obligations in the preceding paragraph if it enters into a binding commitment to acquire such assets or Capital Stock prior to 360 days after the receipt of the applicable Net Proceeds; provided that such

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binding commitment will be subject only to customary conditions and such acquisition is completed within 180 days following the expiration of the aforementioned 360 day period. If the acquisition contemplated by such binding commitment is not consummated on or before such 180^th day, and B&G Foods has not applied the applicable Net Proceeds for another purpose permitted by the preceding paragraph on or before such 180^th day, such commitment shall be deemed not have been a permitted application of Net Proceeds. Pending the final application of any Net Proceeds, B&G Foods may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture.

        Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this covenant will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, within 30 days thereof, B&G Foods will make an Asset Sale Offer to all holders of notes and all holders of other Pari Passu Indebtedness with the notes (containing provisions similar to those set forth in the indenture with respect to offers) to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of notes and such other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, B&G Foods may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes and other Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the notes to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. In order to exercise this repurchase right, a holder must separate its EIS into the shares of Class A common stock and the notes represented thereby.

        Any Asset Sale Offer will be made in compliance with all applicable laws, rules and regulations, including, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, B&G Foods' compliance with those laws and regulations will not in and of itself cause a breach of its obligations under this covenant.

        The agreements governing B&G Foods' outstanding Senior Indebtedness currently prohibit B&G Foods from purchasing any notes, and also provides that certain change of control or asset sale events with respect to B&G Foods would constitute a default under these agreements. Any future credit agreement or other agreements relating to Senior Indebtedness to which B&G Foods becomes a party may contain similar restrictions and provisions. In the event an Asset Sale occurs at a time when B&G Foods is prohibited from purchasing notes, B&G Foods could seek the consent of its senior lenders to purchase the notes or could attempt to refinance the borrowings that contain such prohibition. If B&G Foods does not obtain a consent or repay such borrowings, B&G Foods will remain prohibited from purchasing notes. In such case, B&G Foods' failure to purchase tendered notes would constitute an Event of Default under the indenture which could, in turn, constitute a default under such Senior Indebtedness. In such circumstances, the subordination provisions in the indenture would likely restrict payments to the holders of notes.

Selection and Notice

        If less than all of the notes are to be redeemed or purchased in an offer to purchase at any time, the trustee will select notes for redemption on a pro rata basis, by lot or by such other method as the trustee shall deem fair and appropriate and in such manner as complies with the applicable legal and stock exchange requirements.

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        Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its address last shown upon the registry books of B&G Foods' registrar, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notices of redemption may not be conditional.

        If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of notes called for redemption.

Covenants Relating to Subsequent Issuances

        The indenture will provide that, in the event there is a subsequent issuance of Additional Notes with a different CUSIP number (or any issuance of Additional Notes thereafter), each holder of the notes or the EISs (as the case may be) agrees that a portion of such holder's notes (whether held directly in book-entry form or held as part of EISs) will be exchanged, without any further action of such holder, for a portion of the Additional Notes purchased by the holders of such Additional Notes, such that following any such additional issuance and exchange, each holder of the notes or the EISs (as the case may be) owns an indivisible unit composed of the notes and Additional Notes of each issuance in the same proportion as each other holder, and the records will be revised to reflect each such exchange without any further action of such holder. The aggregate principal amount of the notes owned by each holder will not change as a result of such exchange. Any Additional notes will be guaranteed by the Guarantors on the same basis as the notes.

        If an issuance of Additional Notes would trigger the automatic exchange provisions of the Indenture, B&G Foods may not issue such Additional Notes unless it delivers to the Trustee on the date of such issuance a certificate of B&G Foods' principal financial officer stating that on such date, after giving pro forma effect to the issuance of such Additional Notes and the related Guarantees, B&G Foods and the Guarantors are solvent. In addition, B&G Foods may issue Additional Notes only if it has received an opinion of independent tax counsel to the effect that the Additional Notes should be treated as debt for U.S. federal income tax purposes.

        For a description of the potential tax consequences of such an exchange, see "Material U.S. Federal Income Tax Considerations—Consequences to U.S. Holders—Senior Subordinated Notes—Additional Issuances." Any such automatic exchange should not impair the rights any holder would otherwise have to assert a claim against us or the underwriters, with respect to the full amount of notes purchased by such holder except for the possibility that holders of subsequently issued senior subordinated notes having original issue discount may not be able to collect the unamortized portion of the original issue discount in the event of an acceleration of the senior subordinated notes or bankruptcy of B&G Foods or any of the Guarantors as described under "Risk Factors—Holders of subsequently issued senior subordinated notes may not be able to collect their full stated principal amount prior to maturity."

Certain Covenants

Restricted Payments

        B&G Foods will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1)

declare or pay any dividend or make any other payment or distribution on account of B&G Foods' or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving B&G Foods or any of its Restricted Subsidiaries) or to the direct or indirect holders of B&G Foods' or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions

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payable in Equity Interests (other than Disqualified Stock) of B&G Foods and other than dividends or distributions payable to B&G Foods or a Restricted Subsidiary of B&G Foods);

(2)

purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving B&G Foods) any Equity Interests (other than any such Equity Interest owned by a wholly owned Restricted Subsidiary of B&G Foods) of B&G Foods or any direct or indirect parent of B&G Foods; or



(3)

make any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (3) being collectively referred to as "Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment, no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment and:

(1)

if the Fixed Charge Coverage Ratio for B&G Foods' four most recent fiscal quarters for which internal financial statements are available is not less than 1.6 to 1.0, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by B&G Foods and its Restricted Subsidiaries since the date of the indenture (except for Restricted Payments made pursuant to clause (1) (so long as such Restricted Payment was previously included for purposes of this calculation (to the extent required to be so included) at the time of its declaration), (2), (5), (9), (11), (12) or (13) of the next succeeding paragraph), is less than the sum, without duplication of:



(a)

Excess Cash of B&G Foods for the period (taken as one accounting period) from and including the first fiscal quarter beginning after the date of the indenture to the end of B&G Foods' most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment; plus

(b)

100% of the aggregate net cash proceeds received by B&G Foods since the date of the indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of B&G Foods (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of B&G Foods that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of B&G Foods); plus

(c)

100% of the Fair Market Value as of the date of issuance of any Equity Interests (other than Disqualified Stock) issued since the date of the indenture by B&G Foods as consideration for the purchase by B&G Foods or any of its Restricted Subsidiaries of all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business (including by means of a merger, consolidation or other business combination permitted under the indenture); plus

(d)

to the extent that any Restricted Investment that was made after the date of the indenture is sold for cash or other property or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment or the Fair Market Value of such other property (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment; plus

(e)

to the extent that any Unrestricted Subsidiary of B&G Foods designated as such after the date of the indenture is redesignated as a Restricted Subsidiary after the date of the indenture or merges or consolidates with or into, or is liquidated into, B&G Foods or any of its Restricted Subsidiaries, the lesser of (i) the Fair Market Value of B&G Foods' Investment in such Subsidiary as of the date of such redesignation or (ii) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the date of the indenture (the amount determined at any

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time pursuant to items (b), (c), (d) and (e) being referred to as the "Incremental Funds"); minus

(f)

the aggregate amount of Restricted Payments made in reliance on Incremental Funds pursuant to this clause (1) or clause (2) below; or



(2)

if the Fixed Charge Coverage Ratio for B&G Foods' four most recent fiscal quarters for which internal financial statements are available is less than 1.6 to 1.0, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by B&G Foods and its Restricted Subsidiaries since the beginning of the fiscal quarter in which such Restricted Payment is made (such Restricted Payments for purposes of this clause (2) meaning only distributions on B&G Foods common stock), is less than the sum, without duplication, of:



(a)

$10.0 million less the aggregate amount of all Restricted Payments made by B&G Foods pursuant to this clause (2)(a) during the period ending on the last day of the fiscal quarter of B&G Foods immediately preceding the fiscal quarter in which such Restricted Payment is made and beginning on the date of the indenture, plus

(b)

Incremental Funds to the extent not previously expended pursuant to this clause (2) or clause (1) above;

provided that only Restricted Payments that are distributions on B&G Foods' common stock may be made pursuant to this clause (2).

        The preceding provisions will not prohibit:

(1)

the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of the indenture;



(2)

so long as no Default has occurred and is continuing or would be caused thereby, the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the sale within 10 business days (other than to a Subsidiary of B&G Foods) of, Equity Interests of B&G Foods (other than Disqualified Stock) or from the contribution of common equity capital to B&G Foods within 10 business days; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (1)(b) of the preceding paragraph;



(3)

the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of B&G Foods to the holders of its Equity Interests on a pro rata basis;



(4)

so long as no Default has occurred and is continuing or would be caused thereby, the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of B&G Foods or any Restricted Subsidiary of B&G Foods held by any current or former officer, director or employee of B&G Foods or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option plan or any other management or employee benefit plan or agreement, shareholders' agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $2.0 million in any calendar year; provided, further, that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds received by B&G Foods or any of its Restricted Subsidiaries (to the extent contributed to B&G Foods) from sales of Equity Interests (other than Disqualified Stock) of B&G Foods to officers, directors or employees of B&G Foods or any of its Restricted Subsidiaries that occur after the date of the indenture (provided that the amount of such cash proceeds used for any such repurchase, redemption, acquisition or retirement will not increase the amount available for

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Restricted Payments under clause (1)(b) of the preceding paragraph and provided that B&G Foods may elect to apply all or any portion of the aggregate increase contemplated by this proviso in any calendar year); provided, further, that cancellation of Indebtedness owing to B&G Foods from members of management of B&G Foods or any Restricted Subsidiary in connection with a repurchase of Equity Interests of B&G Foods will not be deemed to constitute a Restricted Payment;

(5)

so long as no Default has occurred and is continuing or would be caused thereby, the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options;



(6)

so long as no Default has occurred and is continuing or would be caused thereby, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of B&G Foods or any Restricted Subsidiary of B&G Foods issued on or after the date of the indenture in accordance with the covenant described below under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock";



(7)

repurchases of Capital Stock deemed to occur upon the exercise of stock options if the Capital Stock represents a portion of the exercise price thereof;



(8)

payments of dividends to B&G Foods solely to enable it to make payments to holders of its Capital Stock in lieu of the issuance of fractional shares of its Capital Stock;



(9)

so long as no Default has occurred and is continuing or would be caused thereby, the acquisition of any shares of Disqualified Stock of B&G Foods in exchange for other shares of Disqualified Stock of B&G Foods or with the net cash proceeds from an issuance of Disqualified Stock by B&G Foods within 10 business days of such issuance, in each case that is permitted to be issued under the covenant described below under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock";



(10)

so long as no Default has occurred and is continuing or would be caused thereby, the First Four Dividend Payments;



(11)

so long as no Default has occurred and is continuing or would be caused thereby, the repurchase of shares of our Class B common stock on the date of the indenture or on the closing date(s) of the exercise of the over-allotment option with respect to the EISs;



(12)

so long as no Default has occurred and is continuing or would be caused thereby, other Restricted Payments in an aggregate amount not to exceed $10.0 million since the date of the indenture; and



(13)

so long as no Default has occurred and is continuing or would be caused thereby, the repurchase of shares of our Class B common stock issued on or before the date of the indenture with the proceeds of an issuance of EISs or, if no EISs are outstanding on the date of repurchase, the issuance of Additional Notes and B&G Foods' Class A common stock, in either case completed substantially contemporaneously with such repurchase and, in respect of any Additional Notes, incurred pursuant to clause (19) of the second paragraph of the covenant described below under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock," provided that such transactions may only be consummated in accordance with the Securities Holders Agreement, provided, further, that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (1)(b) of the preceding paragraph.

        If B&G Foods' Net Cash Balance is less than $10.0 million at the end of any fiscal year beginning with the fiscal year ended January 1, 2005, then until the earlier of (a) the first fiscal year end thereafter at which B&G Foods' Net Cash Balance equals or exceeds $10.0 million and (b) the first fiscal quarter end thereafter at which B&G Foods' Net Cash Balance equals or exceeds $12.5 million,

156

the amount of Excess Cash that B&G Foods may use to make dividends or other distributions on its common stock pursuant to the second clause (1) of the first paragraph of this covenant shall be reduced to 98.0% thereof.

        For purposes of this covenant, the amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by B&G Foods or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this covenant will be determined by the Board of Directors of B&G Foods whose resolution with respect thereto will be delivered to the trustee to the extent that such Fair Market Value exceeds $10.0 million. For purposes of determining compliance with this covenant, in the event that a Restricted Payment meets the criteria of more than one of the exceptions described in clauses (1) through (13) above or is entitled to be made pursuant to the first paragraph of this covenant, B&G Foods will be permitted, in its sole discretion, to classify the Restricted Payment in any manner that complies with this covenant.

Incurrence of Indebtedness and Issuance of Preferred Stock

        B&G Foods will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt), and B&G Foods will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that B&G Foods may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for B&G Foods' most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

        The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

(1)

the incurrence by B&G Foods and any of its Restricted Subsidiaries of Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1)(with letters of credit being deemed to have a principal amount equal to the maximum potential liability of B&G Foods and its Restricted Subsidiaries thereunder) not to exceed the greater of (x) $50.0 million and (y) the amount of the Borrowing Base as of the date of such incurrence;



(2)

the incurrence by B&G Foods and its Restricted Subsidiaries of the Existing Indebtedness;



(3)

the incurrence by B&G Foods and the Guarantors of Indebtedness represented by the notes and the related Note Guarantees to be issued on the date of the indenture;



(4)

the incurrence by B&G Foods and the Guarantors of Indebtedness represented by the Senior Notes and the related guarantees;



(5)

the incurrence by B&G Foods or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of B&G Foods or any of its Restricted Subsidiaries (whether through the direct purchase of assets or the Equity Interests of any Person owning such assets), in an aggregate

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principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (5), not to exceed $20.0 million at any time outstanding;

(6)

the incurrence by B&G Foods or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), (6), (17) or (18) of this paragraph;



(7)

the incurrence by B&G Foods or any of its Restricted Subsidiaries of intercompany Indebtedness between or among B&G Foods and any of its Restricted Subsidiaries; provided, however, that:



(a)

if B&G Foods or any Guarantor is the obligor on such Indebtedness and the payee is not B&G Foods or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the notes, in the case of B&G Foods, or the Note Guarantee, in the case of a Guarantor; and



(b)

(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than B&G Foods or a Restricted Subsidiary of B&G Foods and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either B&G Foods or a Restricted Subsidiary of B&G Foods, will be deemed, in each case, to constitute an incurrence of such Indebtedness by B&G Foods or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (7);



(8)

the issuance by any of B&G Foods' Restricted Subsidiaries to B&G Foods or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:



(a)

any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than B&G Foods or a Restricted Subsidiary of B&G Foods; and



(b)

any sale or other transfer of any such preferred stock to a Person that is not either B&G Foods or a Restricted Subsidiary of B&G Foods,

will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (8);

(9)

the incurrence by B&G Foods or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business;



(10)

the guarantee by B&G Foods or any of its Restricted Subsidiaries of Indebtedness of B&G Foods or a Restricted Subsidiary of B&G Foods that was permitted to be incurred under the terms of the indenture;



(11)

the incurrence by B&G Foods or any of its Restricted Subsidiaries of Indebtedness in respect of bankers' acceptances, performance, bid and surety bonds and completion guarantees provided in the ordinary course of business;



(12)

the incurrence by B&G Foods or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business;



(13)

the incurrence of Indebtedness arising from agreements of B&G Foods or any of its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any business, assets or a Restricted Subsidiary, other than the guarantees of Indebtedness incurred by any Person

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acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided, however, that:

(a)

such Indebtedness is not reflected on the balance sheet of B&G Foods or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (a)); and



(b)

the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by B&G Foods and Restricted Subsidiaries in connection with such disposition;



(14)

the incurrence of Indebtedness owed to any Person in connection with worker's compensation, self-insurance, health, disability or other employee benefits or property, casualty or liability insurance provided by such Person to B&G Foods or any of its Restricted Subsidiaries, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business and consistent with past practices;



(15)

pledges, deposits or payments made or given in the ordinary course of business in connection with or to secure statutory, regulatory or similar obligations, including obligations under health, safety or environmental obligations, or arising from guarantees to suppliers, lessors, licenses, contractors, franchisees or customers of obligations, other than Indebtedness, made in the ordinary course of business;



(16)

the incurrence of Indebtedness by B&G Foods or any of its Restricted Subsidiaries issued to directors, officers or employees of B&G Foods or any of its Restricted Subsidiaries in connection with the redemption or purchase of Capital Stock that, by its terms, is subordinated to the notes, is not secured by any assets of B&G Foods or any of its Restricted Subsidiaries and does not require cash payments prior to the Stated Maturity of the notes, in an aggregate principal amount at any time outstanding not to exceed $2.0 million;



(17)

the incurrence by B&G Foods or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (17), not to exceed $20.0 million;



(18)

the incurrence of Indebtedness by B&G Foods or any Restricted Subsidiary to finance the acquisition (including, without limitation, by way of a merger) of Capital Stock of any Person engaged in, or assets used or useful in, a Permitted Business; provided that the Fixed Charge Coverage Ratio for B&G Foods' most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Indebtedness is incurred would have been at least 1.75 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the Indebtedness had been incurred at the beginning of such four-quarter period; and



(19)

the incurrence by B&G Foods of Indebtedness in the form of Additional Notes in connection with the issuance of EISs or, if there are no EISs outstanding on the date of such issuance, the issuance of our Class A common stock, (and in each case, the incurrence of the related Note Guarantees in respect of such Additional Notes by the Guarantors), provided that (a) no Default or Event of Default has occurred and is continuing at the time of such issuance or would be caused thereby, (b) the ratio of the aggregate principal amount of such Additional Notes over the number of additional shares of B&G Foods' Class A common stock issued contemporaneously therewith shall not exceed (i) the equivalent ratio with respect to the EISs

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outstanding immediately prior to such issuance, or (ii) if there are no EISs outstanding immediately prior to such issuance, the equivalent ratio with respect to the EISs outstanding on the date of the indenture, and (c) B&G Foods uses the proceeds of such issuance solely to repurchase shares of Class B common stock issued on or before the date of the indenture from holders thereof in accordance with the Securities Holders Agreement.

        For purposes of determining compliance with this "Incurrence of Indebtedness and Issuance of Preferred Stock" covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (19) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, B&G Foods will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant and such item of Indebtedness will be treated as having been incurred pursuant to only such clause or clauses to which it has been reclassified or pursuant to the first paragraph of this covenant, as the case may be. Indebtedness under Credit Facilities outstanding on the date on which notes are first issued and authenticated under the indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that B&G Foods or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

        The amount of any Indebtedness outstanding as of any date will be:

(1)

the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;



(2)

the principal amount of the Indebtedness, in the case of any other Indebtedness; and



(3)

in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:



(a)

the Fair Market Value of such assets at the date of determination; and



(b)

the amount of the Indebtedness of the other Person.

Limitation on Layering

        B&G Foods will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is contractually subordinated or junior in right of payment to any Senior Indebtedness of B&G Foods and senior in right of payment to the notes. No Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is contractually subordinate or junior in right of payment to the Senior Indebtedness of such Guarantor and senior in right of payment to such Guarantor's Note Guarantee. No such Indebtedness will be considered to be senior by virtue of being secured on a first or junior priority basis.

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Liens

        B&G Foods will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind (other than Permitted Liens) to secure Indebtedness of any kind on any asset now owned or hereafter acquired, unless all payments due under the indenture and the notes are secured on an equal and ratable basis with the obligations so secured (or, if such obligations are subordinated by their terms to the notes or the Note Guarantees, prior to the obligations so secured) until such time as such obligations are no longer secured by a Lien.

Dividend and Other Payment Restrictions Affecting Subsidiaries

        B&G Foods will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1)

pay dividends or make any other distributions on its Capital Stock to B&G Foods or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to B&G Foods or any of its Restricted Subsidiaries;



(2)

make loans or advances to B&G Foods or any of its Restricted Subsidiaries; or



(3)

transfer any of its properties or assets to B&G Foods or any of its Restricted Subsidiaries.

        However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1)

agreements governing Existing Indebtedness and any other agreement, including Credit Facilities and the New Senior Debt documents, as in effect on the date of the indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the indenture;



(2)

the indenture, the notes and the Note Guarantees; and the New Senior Debt and the New Senior Debt Guarantees;



(3)

applicable law, rule, regulation or order;



(4)

any instrument governing Indebtedness or Capital Stock of a Person acquired by B&G Foods or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;



(5)

customary non-assignment provisions in contracts, licenses and other commercial agreements entered into in the ordinary course of business;



(6)

purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph;

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(7)

any agreement for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;



(8)

Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are, in the good faith judgment of the senior management or Board of Directors of B&G Foods, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;



(9)

any restriction on the transfer of assets under any Lien permitted under the indenture imposed by the holder of the Lien;



(10)

provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business or with the approval of B&G Foods' Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and



(11)

restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Merger, Consolidation or Sale of Assets

        B&G Foods will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not B&G Foods is the surviving entity); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets (such amounts to be computed on a consolidated basis) of B&G Foods and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(1)

either: (a) B&G Foods is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than B&G Foods) or to which such sale, assignment, transfer, conveyance or other disposition has been made is either (i) a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia or (ii) a partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia that has at least one Restricted Subsidiary that is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia, which corporation becomes the co-issuer of the notes pursuant to a supplemental indenture reasonably satisfactory to the trustee;



(2)

the Person formed by or surviving any such consolidation or merger (if other than B&G Foods) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of B&G Foods under the notes and the indenture pursuant to agreements reasonably satisfactory to the trustee;



(3)

immediately after such transaction, no Default or Event of Default exists; and



(4)

B&G Foods or the Person formed by or surviving any such consolidation or merger (if other than B&G Foods), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either:



(a)

be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described

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above under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock"; or

(b)

have a Fixed Charge Coverage Ratio that is equal to or greater than the Fixed Charge Coverage Ratio of B&G Foods immediately prior to such consolidation, merger, sale, assignment, transfer, conveyance or other disposition.

        In addition, B&G Foods will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.

        This "Merger, Consolidation or Sale of Assets" covenant will not apply to:

(1)

a merger of B&G Foods with an Affiliate solely for the purpose of reincorporating B&G Foods in another jurisdiction; or



(2)

any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among B&G Foods and its Restricted Subsidiaries.

Transactions with Affiliates

        B&G Foods will not, and will not permit any of its Restricted Subsidiaries to, on or after the date of the indenture, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of B&G Foods (each, an "Affiliate Transaction"), unless:

(1)

the Affiliate Transaction is on terms that are no less favorable to B&G Foods or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by B&G Foods or such Restricted Subsidiary with a Person that is not an Affiliate of B&G Foods; and



(2)

B&G Foods delivers to the trustee:



(a)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors of B&G Foods set forth in an Officer's Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of B&G Foods or, if none, a disinterested representative appointed by the Board of Directors for such purpose; and



(b)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, an opinion as to the fairness to B&G Foods or such Subsidiary of such Affiliate Transaction from a financial point of view or that such Affiliate Transaction is not less favorable to B&G Foods and its Restricted Subsidiaries than could reasonably be expected to be obtained in a comparable transaction with a Person that is not an Affiliate of B&G Foods, as issued by an accounting, appraisal or investment banking firm of national standing.

        The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1)

any employment agreement, officer or director indemnification agreement or any similar arrangement entered into by B&G Foods or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;

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(2)

transactions between or among B&G Foods and/or its Restricted Subsidiaries;



(3)

transactions with a Person (other than an Unrestricted Subsidiary of B&G Foods) that is an Affiliate of B&G Foods solely because B&G Foods owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;



(4)

fees and compensation paid to officers and employees of B&G Foods or any Restricted Subsidiaries, to the extent such fees and compensation are reasonable and customary, and payment of reasonable directors' fees to Persons who are not otherwise Affiliates of B&G Foods;



(5)

any issuance or sale of Equity Interests (other than Disqualified Stock) of B&G Foods to Affiliates, employees, officers and directors of B&G Foods or any of its Restricted Subsidiaries;



(6)

Restricted Payments that are permitted by the provisions of the indenture described above under the caption "—Restricted Payments";



(7)

fees payable to BRS or an Affiliate of BRS under the Transaction Services Agreement;



(8)

maintenance in the ordinary course of business of customary benefit programs or arrangements for employees, officers or directors, including vacation plans, health and life insurance plans, deferred compensation plans and retirement or savings plans and similar plans;



(9)

loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding;



(10)

any agreement as in effect and entered into as of the date of the indenture, including the Securities Holders Agreement, or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the holders of the notes in any material respect than the original agreement as in effect on the date of the indenture;



(11)

any transaction or series of transactions between B&G Foods or any Restricted Subsidiary and any of their Joint Ventures; provided that (a) such transaction or series of transactions is in the ordinary course of business between B&G Foods or such Restricted Subsidiary and such Joint Venture and (b) with respect to any such Affiliate Transaction involving aggregate consideration in excess of $5.0 million, such Affiliate Transaction complies with clause (1) of the preceding paragraph and such Affiliate Transaction has been approved by the Board of Directors of B&G Foods;



(12)

any service, purchase, lease, supply or similar agreement entered into in the ordinary course of business between B&G Foods or any Restricted Subsidiary and any Affiliate that is a customer, client, supplier or purchaser or seller of goods or services, so long as the senior management or Board of Directors of B&G Foods determines in good faith that any such agreement is on terms no less favorable to B&G Foods or such Restricted Subsidiary than those that could be obtained in a comparable arms'-length transaction with an entity that is not an Affiliate; and



(13)

the payment of all fees and expenses related to the Transactions.

Business Activities

        B&G Foods will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to B&G

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Foods and its Restricted Subsidiaries taken as a whole, as reasonably determined in good faith by the Board of Directors of B&G Foods.

Additional Note Guarantees

        If B&G Foods or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the date of the indenture, then that newly acquired or created Domestic Subsidiary will become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel (subject to customary assumptions and exceptions) satisfactory to the trustee within 10 business days of the date on which it was acquired or created, provided that any Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries

        The Board of Directors of B&G Foods may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary the aggregate Fair Market Value of all outstanding Investments owned by B&G Foods and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the covenant described above under the caption "—Restricted Payments" or under the definition of Permitted Investments, as determined by B&G Foods. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of B&G Foods may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

        Any designation of a Subsidiary of B&G Foods as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officer's Certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption "—Restricted Payments." If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of B&G Foods as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock," B&G Foods will be in default of such covenant. The Board of Directors of B&G Foods may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of B&G Foods; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of B&G Foods of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock," calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

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Limitation on Sale and Leaseback Transactions

        B&G Foods will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that B&G Foods or any Guarantor may enter into a sale and leaseback transaction if:

(1)

B&G Foods or that Guarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in the first paragraph of the covenant described above under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock" and (b) incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the caption "—Liens";



(2)

the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction; and



(3)

the transfer of assets in that sale and leaseback transaction is permitted by, and B&G Foods applies the proceeds of such transaction in compliance with, the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales."

Payments for Consent

        B&G Foods will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes unless such consideration is offered to be paid and is paid to all holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Reports

        Whether or not required by the rules and regulations of the SEC, so long as any notes are outstanding, B&G Foods will furnish to the holders of notes or cause the trustee to furnish to the holders of notes, within the time periods specified in the SEC's rules and regulations:

(1)

all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if B&G Foods were required to file such reports; and



(2)

all current reports that would be required to be filed with the SEC on Form 8-K if B&G Foods were required to file such reports.

provided, however, that the availability of the foregoing materials on the SEC's EDGAR service or on B&G Foods' website shall be deemed to satisfy B&G Foods' delivery obligations hereunder.

        All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on B&G Foods' consolidated financial statements by B&G Foods' independent registered public accounting firm. In addition, B&G Foods will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will make such information available to securities analysts and prospective investors upon request.

        If at any time B&G Foods is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, B&G Foods will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. B&G Foods will not take any action for the purpose of causing the

166

SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept B&G Foods' filings for any reason, B&G Foods will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if B&G Foods were required to file those reports with the SEC.

        If B&G Foods has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of B&G Foods and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of B&G Foods.

        In addition, B&G Foods and the Guarantors agree that, for so long as any notes remain outstanding, if at any time they are not required to file the reports required by the preceding paragraphs, they will furnish to the holders of notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

        Each of the following will be an "Event of Default" under the indenture:

(1)

default for 30 consecutive days in the payment when due of interest on the notes, whether or not prohibited by the subordination provisions of the indenture;



(2)

default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the notes, whether or not prohibited by the subordination provisions of the indenture described under "—Ranking" above;



(3)

failure by B&G Foods or any of its Restricted Subsidiaries to comply with the provisions described under the caption "—Certain Covenants—Merger, Consolidation or Sale of Assets";



(4)

failure by B&G Foods or any of its Restricted Subsidiaries for 30 days to comply with the provisions described under the captions "—Repurchase at the Option of the Holders — Change of Control" or "— Asset Sales";



(5)

failure by B&G Foods or any of its Restricted Subsidiaries for 60 days after written notice to B&G Foods by the trustee or the holders of at least 25% in aggregate principal amount of the notes then outstanding voting as a single class to comply with any of the other agreements in the indenture;



(6)

default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by B&G Foods or any of its Restricted Subsidiaries (or the payment of which is guaranteed by B&G Foods or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of the indenture, if that default:



(a)

is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default"); or



(b)

results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10.0 million or more;

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(7)

failure by B&G Foods or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after their entry;



(8)

except as permitted by the indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee;



(9)

a payment of dividends by B&G Foods on its common stock (A) during the continuance of an Event of Default, (B) pursuant to the second clause (1) under "Restricted Payments" when the then-available financial statements presented to the Board of Directors show a Fixed Charge Coverage Ratio of less than 1.6 to 1.0, or (C) pursuant to the second clause (2) under "Restricted Payments," when the then-available financial statements presented to the board of directors show that the amount of dividends exceeds the amount permitted to be paid under such clause; and



(10)

certain events of bankruptcy or insolvency described in the indenture with respect to B&G Foods or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.

        In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to B&G Foods, any Restricted Subsidiary of B&G Foods that is a Significant Subsidiary or any group of Restricted Subsidiaries of B&G Foods that, taken together, would constitute a Significant Subsidiary, all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding notes may declare all the notes to be due and payable immediately.

        Holders of the notes may not enforce the indenture or the notes except as provided in the indenture. Subject to certain limitations, holders of a majority in aggregate principal amount of the then outstanding notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from holders of the notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium, if any or an Event of Default under clause (9).

        Subject to the provisions of the indenture relating to the duties of the trustee, in case an Event of Default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any holders of notes unless such holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest, when due, no holder of a note may pursue any remedy with respect to the indenture or the notes, except for any remedy with respect to an Event of Default under the indenture if:

(1)

such holder has previously given the trustee notice that such Event of Default is continuing;



(2)

holders of at least 25% (or at least 10%, in respect of a remedy (other than acceleration) for an Event of Default under clause (9)) in aggregate principal amount of the then outstanding notes have requested the trustee to pursue the remedy for such Event of Default;



(3)

such holders have offered the trustee reasonable security or indemnity against any loss, liability or expense;



(4)

the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

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(5)

except with respect to a remedy (other than acceleration) for an Event of Default under clause (9), holders of a majority in aggregate principal amount of the then outstanding notes have not given the trustee a direction inconsistent with such request within such 60-day period.

        The holders of a majority in aggregate principal amount of the then outstanding notes by notice to the trustee may, on behalf of the holders of all of the notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the notes or an Event of Default under clause (9) of the first paragraph of this Event of Default section.

        B&G Foods is required to deliver to the trustee annually a statement regarding compliance with the indenture. Upon becoming aware of any Default or Event of Default, B&G Foods is required to deliver to the trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees, Affiliates and Stockholders

        No past, present or future director, officer, employee, direct or indirect incorporator, Affiliate, stockholder or controlling Person, of B&G Foods or any Guarantor, as such, or any successor entity, will have any liability for any obligations of B&G Foods or the Guarantors under the notes, the indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

        B&G Foods may at its option and at any time elect to have all of its obligations discharged with respect to the outstanding notes and all obligations of the Guarantors discharged with respect to their Note Guarantees ("Legal Defeasance"). If Legal Defeasance occurs, B&G Foods and the Guarantors will be deemed to have paid and discharged all amounts owed under the notes and the Note Guarantees, and the indenture will cease to be of further effect as to the notes and Note Guarantees, except for:

(1)

the rights of holders of outstanding notes to receive payments in respect of the principal of, or interest or premium, if any, on, such notes when such payments are due from the trust referred to below;



(2)

B&G Foods' obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;



(3)

the rights, powers, trusts, duties and immunities of the trustee, and B&G Foods' and the Guarantors' obligations in connection therewith; and



(4)

the Legal Defeasance and Covenant Defeasance provisions of the indenture.

        In addition, B&G Foods may, at its option and at any time, elect to have the obligations of B&G Foods and the Guarantors released with respect to certain covenants (including its obligation to make Change of Control Offers and Asset Sale Offers) that are described in the indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under "—Events of Default and Remedies" will no longer constitute an Event of Default with respect to the notes.

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        In order to exercise either Legal Defeasance or Covenant Defeasance:

(1)

B&G Foods must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or independent registered public accounting firm, to pay the principal of, or interest and premium, if any, on, the outstanding notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and B&G Foods must specify whether the notes are being defeased to such stated date for payment or to a particular redemption date;



(2)

in the case of Legal Defeasance, B&G Foods must deliver to the trustee an opinion of counsel (subject to customary assumptions and exceptions) reasonably acceptable to the trustee confirming that (a) B&G Foods has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel (subject to customary assumptions and exceptions) will confirm that, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts and at the same times as would have been the case if such Legal Defeasance had not occurred;



(3)

in the case of Covenant Defeasance, B&G Foods must deliver to the trustee an opinion of counsel (subject to customary assumptions and exceptions) reasonably acceptable to the trustee confirming that the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;



(4)

no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which B&G Foods or any Guarantor is a party or by which B&G Foods or any Guarantor is bound;



(5)

such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the indenture) to which B&G Foods or any of its Subsidiaries is a party or by which B&G Foods or any of its Subsidiaries is bound;



(6)

B&G Foods must deliver to the trustee an Officer's Certificate stating that the deposit was not made by B&G Foods with the intent of preferring the holders of notes over the other creditors of B&G Foods with the intent of defeating, hindering, delaying or defrauding any creditors of B&G Foods or others; and



(7)

B&G Foods must deliver to the trustee an Officer's Certificate and an opinion of counsel (subject to customary assumptions and exceptions), each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

        Except as provided in the next two succeeding paragraphs, the indenture or the notes or the Note Guarantees may be amended, modified or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and

170

any past or existing Default or Event of Default or compliance with any provision of the indenture or the notes or the Note Guarantees may be waived with the consent of the holders of a majority in aggregate principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

        Without the consent of each holder of notes affected, an amendment, modification, supplement or waiver may not (with respect to any notes held by a non-consenting holder):

(1)

reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;



(2)

reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes (other than provisions relating to the covenants described above under the caption "—Repurchase at the Option of Holders");



(3)

reduce the rate of or change the time for payment of interest, including default interest, on any note;



(4)

waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the then outstanding notes and a waiver of the payment default that resulted from such acceleration);



(5)

make any note payable in money other than that stated in the notes;



(6)

make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of, or interest or premium, if any, on, the notes;



(7)

waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption "—Repurchase at the Option of Holders");



(8)

except in connection with an offer by B&G Foods to purchase all notes, (i) waive an Event of Default under clause (9) under the first paragraph of "Events of Default and Remedies," or (ii) amend the covenant described above under the caption "—Certain Covenants—Restricted Payments" in any way that would permit B&G Foods to take any action described in clauses (1) or (2) of the first paragraph of such covenant when it would not have otherwise been permitted to take such action under the terms of such covenant as in effect on the date of the indenture;



(9)

release any Guarantor from any of its obligations under its Note Guarantee or the indenture, except in accordance with the terms of the indenture;



(10)

make any change to the subordination or ranking provisions of the indenture or the related definitions that adversely affect the right of any Holder; or



(11)

make any change in the preceding amendment, supplement and waiver provisions which require each holder's consent.

        Notwithstanding the preceding, without the consent of any holder of notes, B&G Foods, the Guarantors and the trustee may amend, modify or supplement the indenture or the notes or the Note Guarantees:

(1)

to cure any ambiguity, omission, defect or inconsistency;



(2)

to provide for uncertificated notes in addition to or in place of certificated notes;

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(3)

to provide for the assumption of B&G Foods' or a Guarantor's obligations to holders of notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of B&G Foods' or such Guarantor's assets, as applicable;



(4)

to make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rights under the indenture, the notes or the Note Guarantees of any such holder;



(5)

to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;



(6)

to conform the text of the indenture, the Note Guarantees or the notes to any provision of this Description of Notes to the extent that such provision in this Description of Notes was intended to be a verbatim recitation of a provision of the indenture, the Note Guarantees or the notes;



(7)

to provide for the issuance of additional notes in accordance with the limitations set forth in the indenture as of the date of the indenture;



(8)

to comply with the provisions of DTC or the trustee with respect to the provisions of the indenture and the notes relating to transfers and exchanges of notes or beneficial interests in the notes; or



(9)

to evidence the release of any Guarantor permitted to be released under the terms of the indenture or to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the notes.

        The consent of the holders of notes is not necessary under the indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

        After an amendment under the indenture becomes effective, B&G Foods is required to mail to holders of notes a notice briefly describing such amendment. However, the failure to give such notice to all holders of notes, or any defect therein, will not impair or affect the validity of the amendment.

Satisfaction and Discharge

        The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

(1)

either:



(a)

all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust or segregated and held in trust by B&G Foods or any Guarantor and thereafter repaid to B&G Foods or discharged from their trust, have been delivered to the trustee for cancellation; or



(b)

all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemptionor otherwise or will become due and payable within one year and B&G Foods or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the notes not delivered to the

172

trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(2)

no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which B&G Foods or any Guarantor is a party or by which B&G Foods or any Guarantor is bound;



(3)

B&G Foods or any Guarantor has paid or caused to be paid all sums payable by it under the indenture; and



(4)

B&G Foods has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or on the redemption date, as the case may be.

        In addition, B&G Foods must deliver an Officer's Certificate and an opinion of counsel (subject to customary assumptions and exceptions) to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

        If the trustee becomes a creditor of B&G Foods or any Guarantor, the indenture limits the right of the trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if the indenture has been qualified under the Trust Indenture Act) or resign.

        The holders of a majority in aggregate principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of notes, unless such holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

Book-Entry, Delivery and Form

        Except as set forth below, the notes will be issued in registered, global form. Notes will be issued at the closing of this offering only against payment in immediately available funds.

        The notes initially will be represented by one or more notes in registered, global form without interest coupons (collectively, the "Global Notes"). The Global Notes will be deposited upon issuance with the trustee as custodian for The Depository Trust Company ("DTC"), in New York, New York, and registered in the name of DTC or its nominee, in each case, for credit to an account of a direct or indirect participant in DTC as described below.

        Except as set forth below, the Global Notes may be transferred, in whole but not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for definitive notes in registered certificated form ("Certificated Notes") except in the limited circumstances described below. See "—Exchange of Global Notes for Certificated Notes." Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of notes in certificated form.

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        Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants, which may change from time to time.

Depository Procedures

        The following operations and procedures are solely within the control of DTC's settlement system and are subject to changes by it. B&G Foods takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters. However, B&G Foods will remain responsible for any actions DTC and participants take in accordance with instructions provided by B&G Foods.

        DTC has advised B&G Foods that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

        DTC has also advised B&G Foods that, pursuant to procedures established by it:

(1)

upon deposit of the Global Notes, DTC will credit the accounts of the Participants designated by the initial purchasers with portions of the principal amount of the Global Notes; and



(2)

ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

        Investors in the Global Notes who are Participants may hold their interests therein directly through DTC. Investors who are not Participants may hold their interests therein indirectly through organizations which are Participants. All interests in a Global Note may be subject to the procedures and requirements of DTC. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of the Participants, which in turn act on behalf of the Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

        Except as described below, owners of interests in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or "holders" thereof under the indenture for any purpose.

        Payments in respect of the principal of, and interest and premium, if any, on, a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. Under the terms of the indenture, B&G Foods and the trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither B&G

174

Foods, the trustee nor any agent of B&G Foods or the trustee has or will have any responsibility or liability for:

(1)

any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Notes; or



(2)

any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

        DTC has advised B&G Foods that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe that it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or B&G Foods. Neither B&G Foods nor the trustee will be liable for any delay by DTC or any of the Participants or the Indirect Participants in identifying the beneficial owners of the notes, and B&G Foods and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

        Transfers between the Participants will be effected in accordance with DTC's procedures, and will be settled in same-day funds.

        DTC has advised B&G Foods that it will take any action permitted to be taken by a holder of notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants.

        Although DTC has agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, it is under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Except for actions taken by DTC or its Participants or indirect Participants or their respective agents in accordance with our instructions, none of B&G Foods, the trustee and any of their respective agents will have any responsibility for the performance by DTC or its Participants or indirect Participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

        A Global Note is exchangeable for Certificated Notes if:

(1)

DTC (a) notifies B&G Foods that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, B&G Foods fails to appoint a successor depositary within 120 days after the date of such notice from the depositary;



(2)

B&G Foods, at its option, notifies the trustee in writing that it elects to cause the issuance of the Certificated Notes; or



(3)

there has occurred and is continuing a Default or Event of Default with respect to the notes.

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In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Same Day Settlement and Payment

        B&G Foods will make, or cause to be made, payments in respect of the notes represented by the Global Notes (including principal, premium, if any, and interest, if any) by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. B&G Foods will make all payments of principal, interest and premium, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such holder's registered address. The notes represented by the Global Notes are expected to be eligible to trade in The PORTAL^SM Market and to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. B&G Foods expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Certain Definitions

        Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all defined terms used therein, as well as any other capitalized terms used herein for which no definition is provided.

        "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 the notes (other than the first $    •    aggregate principal amount of notes issued under the indenture) issued as part of the same series as the initial notes, in accordance with the terms of the indenture.

        "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.

176

        "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 B&G Foods and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption "—Repurchase at the Option of Holders—Change of Control" and/or the provisions described above under the caption "—Certain Covenants—Merger, Consolidation or Sale of Assets" and not by the provisions of the Asset Sale covenant; and



(2)

the issuance or sale of Equity Interests in any of B&G Foods' Restricted Subsidiaries (other than directors' qualifying shares or shares required by applicable law to be held by a Person other than B&G Foods or a Restricted Subsidiary) or the sale of Equity Interests in any of its Subsidiaries.

        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 $1.5 million or (b) net proceeds of less than $1.5 million;



(2)

a transfer of assets between or among B&G Foods and its Restricted Subsidiaries;



(3)

an issuance of Equity Interests by a Restricted Subsidiary of B&G Foods to B&G Foods or to a Restricted Subsidiary of B&G Foods;



(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 the indenture; and



(7)

a Restricted Payment that complies with the covenant described above under the caption "—Certain Covenants—Restricted Payments" or a Permitted Investment.

        "Asset Sale Offer" has the meaning assigned to that term in the indenture governing the notes.

        "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."

        "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.

177

        "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.

        "Borrowing Base" means, as of any date, an amount equal to:

(1)

85% of the face amount of all accounts receivable owned by B&G Foods and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date that were not more than 90 days past due; plus

(2)

50% of the book value of all inventory, net of reserves, owned by B&G Foods and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date,

        in each case determined in accordance with GAAP.

        "BRS" means Bruckmann, Rosser, Sherrill & Co. Inc.

        "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 Stock" means:

(1)

in the case of a corporation, corporate stock, including, without limitation, corporate stock represented by EISs and corporate stock outstanding upon the separation of EISs into the securities represented thereby;



(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;

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(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 Investors Service, Inc. or Standard & Poor's Rating Services 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 Investors Service, Inc. or Standard & Poor's Rating Services.

        "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 B&G Foods 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 Principal or a Related Party of a Principal;



(2)

the adoption of a plan relating to the liquidation or dissolution of B&G Foods;



(3)

the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any "person" (as defined above), other than the Principals and their Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of B&G Foods, measured by voting power rather than number of shares; or



(4)

the first day on which a majority of the members of the Board of Directors of B&G Foods are not Continuing Directors.

        "Change of Control Offer" has the meaning assigned to that term in the indenture governing the notes.

        "Change of Control Payment Date" has the meaning assigned to that term in the indenture governing the notes.

        "Consolidated Cash Flow" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1)

an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus

(2)

provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(3)

the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(4)

depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an

179

accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period and including, without limitation, any Mark-to-Market Adjustment) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus

(5)

if such period includes the quarter ended September 27, 2003, $2.2 million; plus

(6)

fees and expenses related to the Transactions not to exceed $12.0 million in the aggregate actually incurred within three months of the date of the indenture; plus

(7)

charges incurred within 180 days of the date of the indenture attributable to the write-off of bond discount and the write-off of deferred financing fees and costs, relating to the pay off of existing Indebtedness in an amount not to exceed $18.2 million; minus

(8)

non-cash items increasing such Consolidated Net Income for such period (including, without limitation, any Mark-to-Market Adjustment), other than the accrual of revenue in the ordinary course of business,

        in each case, on a consolidated basis and determined in accordance with GAAP.

        "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; and



(3)

the cumulative effect of a change in accounting principles will be excluded.

        "Continuing Directors" means, as of any date of determination, any member of the Board of Directors of B&G Foods who:

(1)

was a member of such Board of Directors on the date of the indenture; or



(2)

was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

        "Credit Agreement" means that certain Credit Agreement, to be dated as of            , 2004 by and among B&G Foods, the Guarantors, Lehman Commercial Paper, Inc., as administrative agent, and the lenders from time to time party thereto, providing initially for up to $30.0 million of revolving credit borrowings, 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 (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.

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        "Credit Facilities" means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case, with banks or other lenders 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) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (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 (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.

        "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 under the indenture, as described in this prospectus under the heading "—Event of Default and Remedies."

        "Designated Senior Indebtedness" means (i) the Indebtedness represented by the Credit Facilities, (ii) the New Senior Debt and (iii) any other Senior Indebtedness so designated by B&G Foods.

        "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 B&G Foods 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 B&G Foods may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption "—Certain Covenants—Restricted Payments." The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the indenture will be the maximum amount that B&G Foods 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.

        "Domestic Subsidiaries" means any Restricted Subsidiary of B&G Foods that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of B&G Foods.

        "Enhanced Income Securities" or "EISs" means the units of B&G Foods comprised of the senior subordinated notes and Class A common stock.

        "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).

        "Excess Cash" means, with respect to any specified Person for any period, the Consolidated Cash Flow of that Person for such period, minus the sum of the following, each determined for such period on a consolidated basis:

(1)

cash 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

181

(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 Assets Sales as provided in "— Repurchase at the Option of Holders — Asset Sales" and (c) through a refinancing involving the incurrence of new long-term Indebtedness.

        "Existing Indebtedness" means Indebtedness of B&G Foods and its Restricted Subsidiaries (other than Indebtedness under the Credit Agreement and the Senior Notes) in existence on the date of the indenture, reduced to the extent such amounts are repaid, refinanced or retired.

        "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 Board of Directors of B&G Foods (unless otherwise provided in the indenture).

        "First Four Dividend Payments" means the dividend payments contemplated to be made by B&G Foods to holders of Class A common stock on January 30, 2005, April 30, 2005, July 30, 2005 and October 30, 2005 for the partial quarterly dividend payment period ending January 1, 2005 and the full quarterly dividend payment periods ending April 2, 2005, July 2, 2005 and October 1, 2005 provided that the dollar amount of such dividend payments in the aggregate shall not be greater than the levels set forth in this prospectus under "Dividend Policy and Restrictions."

        "Fixed Charge Coverage Ratio" means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow 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 Cash Flow for such reference period will be calculated on a pro forma basis in accordance with Regulation S-X under the Securities Act;

182

(2)

the Consolidated Cash Flow 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;



(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, amortization of debt issuance costs and original issue discount, 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; 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 B&G Foods (other than Disqualified Stock) or to B&G Foods or a Restricted Subsidiary of B&G Foods, 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 the indenture; minus

(6)

charges incurred within 180 days of the date of the indenture attributable to the write-off of bond discount and the write-off of deferred financing fees and costs relating to the pay off of existing Indebtedness in an amount not to exceed $18.2 million.

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        "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 the indenture.

        "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)

BGH Holdings, Inc., Bloch & Guggenheimer, Inc., Heritage Acquisition Corp., Maple Grove Farms of Vermont, Inc., Ortega Holdings Inc., Polaner, Inc., Trappey's Fine Foods, Inc. and William Underwood Company; and



(2)

any other Subsidiary of B&G Foods that executes a Note Guarantee in accordance with the provisions of the 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 the indenture.

        "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.

        "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 B&G Foods.

        "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

184

(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 be equal to 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.

        "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 B&G Foods or any Subsidiary of B&G Foods sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of B&G Foods such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of B&G Foods, B&G Foods will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of B&G Foods' Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption "—Certain Covenants—Restricted Payments." The acquisition by B&G Foods or any Subsidiary of B&G Foods of a Person that holds an Investment in a third Person will not be deemed to be an Investment by B&G Foods or such Subsidiary in such third Person if the purpose of such acquisition by B&G Foods or such Subsidiary was not the Investment in such third Person. Except as otherwise provided in the 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.

        "Joint Venture" means any joint venture between B&G Foods and/or any Restricted Subsidiary and any other Person if such joint venture is:

(1)

owned 50% or less by B&G Foods and/or any of its Restricted Subsidiaries; and



(2)

not directly or indirectly controlled by or under direct or indirect common control of B&G Foods and/or any of its Restricted Subsidiaries.

        "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.

        "Mark-to-Market Adjustment" means any non-cash expense or income resulting from current or future mark-to-market accounting that B&G Foods may apply with respect to any EISs, shares of B&G Foods Class A common stock, shares of B&G Foods Class B common stock or the notes issued in connection with the Transactions or at any time thereafter.

185

        "Net Cash Balance" means, with respect to any specified Person for any fiscal period end, the amount of cash and cash equivalents set forth on such Person's balance sheet as of such period end minus the amount of any funded Indebtedness of such Person outstanding under any secured revolving credit facilities.

        "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 B&G Foods 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 Senior Indebtedness, secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

        "Non-Recourse Debt" means Indebtedness:

(1)

as to which neither B&G Foods 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 B&G Foods 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 B&G Foods or any of its Restricted Subsidiaries.

        "Note Guarantee" means the Guarantee by each Guarantor of B&G Foods' obligations under the indenture and the notes, executed pursuant to the provisions of the indenture.

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

        "Officers' Certificate" means the officers' certificate to be delivered upon the occurrence of specified events as set forth in the indenture.

        "Permitted Business" means the business of B&G Foods and its Subsidiaries as existing on the date of the indenture and any other businesses that are the same, similar or reasonably related, ancillary or complementary thereto and reasonable extensions thereof.

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        "Permitted Investments" means:

(1)

any Investment in B&G Foods or in a Restricted Subsidiary of B&G Foods;



(2)

any Investment in Cash Equivalents;



(3)

any Investment by B&G Foods or any Restricted Subsidiary of B&G Foods in a Person, if as a result of such Investment:



(a)

such Person becomes a Restricted Subsidiary of B&G Foods; 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, B&G Foods or a Restricted Subsidiary of B&G Foods;



(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 the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales";



(5)

any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of B&G Foods;



(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 B&G Foods 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;



(8)

loans or advances to directors, officers, employees and consultants made in the ordinary course of business of B&G Foods or the Restricted Subsidiary of B&G Foods in an aggregate principal amount not to exceed $2.0 million at any one time outstanding;



(9)

repurchases of the notes;



(10)

intercompany loans to the extent permitted by the covenant described above under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock";



(11)

loans by B&G Foods in an aggregate principal amount not exceeding $3.0 million to employees of B&G Foods or its Restricted Subsidiaries to finance the sale of B&G Foods' Capital Stock by B&G Foods 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 (1)(b) of the first paragraph of the covenant described above under the caption "—Certain Covenants—Restricted Payments";



(12)

any Investment in existence on the date of the indenture;



(13)

receivables owing to B&G Foods 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 B&G Foods or any of its Restricted Subsidiaries; and

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(15)

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 (15) that are at the time outstanding, not to exceed $10.0 million; provided that if an Investment made pursuant to this clause (15) is made in any Person that is not a Restricted Subsidiary of B&G Foods 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 (15).

        "Permitted Junior Securities" means: debt or equity securities of B&G Foods or any successor corporation issued pursuant to a plan of reorganization or readjustment of B&G Foods that are subordinated to the payment of all then-outstanding Senior Indebtedness of B&G Foods at least to the same extent that the notes are subordinated to the payment of all Senior Indebtedness of B&G Foods on the issue date, so long as to the extent that any Senior Indebtedness of B&G Foods outstanding on the date of consummation of any such plan of reorganization or readjustment is not paid in full in cash on such date, either (a) the holders of any such Senior Indebtedness not so paid in full in cash have consented to the terms of such plan of reorganization or readjustment or (b) such holders receive securities which constitute Senior Indebtedness and which have been determined by the relevant court to constitute satisfaction in full in cash of any Senior Indebtedness not paid in full in cash.

        "Permitted Liens" means:

(1)

Liens on assets of B&G Foods or any of its Restricted Subsidiaries securing the Credit Agreement that was permitted by the terms of the indenture to be incurred and/or securing certain Hedging Obligations;



(2)

Liens in favor of B&G Foods or the Guarantors;



(3)

Liens on property of a Person existing at the time such Person is merged with or into or consolidated with B&G Foods or any Subsidiary of B&G Foods; 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 B&G Foods or the Subsidiary;



(4)

Liens on property (including Capital Stock) existing at the time of acquisition of the property by B&G Foods or any Subsidiary of B&G Foods; 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 clause (4) of the second paragraph of the covenant entitled "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" covering only the assets acquired with or financed by such Indebtedness;



(7)

Liens existing on the date of the indenture;



(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;

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(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 to secure any Permitted Refinancing Indebtedness permitted to be incurred under the indenture; provided, however, that:



(a)

the new Lien shall be 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



(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 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;



(12)

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;



(13)

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;



(14)

any interest or title of a lessor under any Capital Lease Obligation permitted to be incurred under the indenture; provided that such Liens do not extend to any property or assets which is not leased property subject to such Capital Lease Obligation;



(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 B&G Foods 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, in an aggregate not to exceed $250,000 at any one time outstanding, 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 B&G Foods that is not a Guarantor securing Indebtedness of that Restricted Subsidiary; provided that such Indebtedness was permitted to

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be incurred by the covenant described above under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock";

(22)

Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by B&G Foods or any of its Restricted Subsidiaries in the ordinary course of business; and



(23)

Liens incurred in the ordinary course of business of B&G Foods or any Subsidiary of B&G Foods with respect to obligations that do not exceed $10.0 million at any one time outstanding.

        "Permitted Refinancing Indebtedness" means any Indebtedness of B&G Foods 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 B&G Foods 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 equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;



(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 of notes 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 B&G Foods 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.

        "Principals" means the members of management of B&G Foods or any of the B&G Foods' Restricted Subsidiaries as of the date of the indenture.

        "Related Party" means:

(1)

any controlling stockholder, 66²/3% or more owned Subsidiary, or immediate family member (in the case of an individual) of any Principal; or



(2)

any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Persons beneficially holding a 66²/3% or more controlling interest of which consist of any one or more Principals and/or such other Persons referred to in the immediately preceding clause (1).

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        "Representative" means the trustee, agent or representative (if any) for an issue of Senior Indebtedness.

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Subsidiary" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

        "Securities Holders Agreement" means the Second Amended and Restated Securities Holders Agreement dated as of                  , 2004 among BRS, certain of our existing stockholders, certain members of our Board of Directors and our executive officers as in effect on the date of the indenture.

        "Senior Notes" means the Company's    % Senior Notes due 2011.

        "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 the indenture.

        "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 of the indenture, 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).

        "Transaction Services Agreement" means the amended and restated Transaction Services Agreement, dated as of                  , 2004, between BRS and B&G Foods, as in effect on the date of the indenture.

        "Transactions" has the meaning given in this prospectus.

        "Unrestricted Subsidiary" means any Subsidiary of B&G Foods that is designated by the Board of Directors of B&G Foods 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 the covenant described above under the caption "—Certain Covenants—Transactions with Affiliates," is not party to any agreement, contract, arrangement or understanding with B&G Foods or any Restricted Subsidiary of B&G Foods unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to B&G Foods or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of B&G Foods;



(3)

is a Person with respect to which neither B&G Foods nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to

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maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; and

(4)

has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of B&G Foods or any of its Restricted Subsidiaries.

        "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.

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SHARES ELIGIBLE FOR FUTURE SALE

        Future sales or the availability for sale of substantial amounts of EISs or shares of our Class A common stock or a significant principal amount of our senior subordinated notes in the public market could adversely affect prevailing market prices and could impair our ability to raise capital through future sales of our securities. Upon completion of this offering, we will have 20,776,985 EISs outstanding, in respect of in the aggregate 20,776,985 shares of our Class A common stock and $148.6 million aggregate principal amount of our senior subordinated notes, and an additional $19.0 million aggregate principal amount of our senior subordinated notes (not in the form of EISs). These EISs and senior subordinated notes (not in the form of EISs) will be freely tradable without restriction or further registration under the Securities Act, unless the EISs or senior subordinated notes are purchased by "affiliates" as that term is defined in Rule 144 under the Securities Act of 1933.

        If permitted under our senior debt agreements, we may issue shares of our common stock or senior subordinated notes, which may be in the form of EISs, or other securities from time to time in future financings or as consideration for future acquisitions and investments. In the event any such future financing, acquisition or investment is significant, the number of shares of our common stock or senior subordinated notes, which may be in the form of EISs, or other securities that we may issue may in turn be significant. In addition, we may grant registration rights covering shares of our common stock or senior subordinated notes, which may be in the form of EISs, or other securities in connection with any such future financing, acquisitions and investments.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

        In the opinion of our counsel, Dechert LLP, the following describes the material U.S. federal income tax consequences (and certain U.S. federal estate tax consequences to Non-U.S. Holders (as defined below)) of the purchase, ownership and disposition of EISs, senior subordinated notes and Class A common stock as of the date hereof by U.S. Holders (as defined below) and Non-U.S. Holders (as defined below). Except where noted, this discussion deals only with EISs, Class A common stock or senior subordinated notes held as capital assets by holders who acquired EISs upon their original issuance at their initial offering price or senior subordinated notes (not in the form of EISs) upon their original issuance at their initial issue price and does not deal with special situations, such as those of:

•

dealers in securities or currencies,



•

financial institutions,



•

regulated investment companies,



•

real estate investment trusts,



•

tax-exempt entities,



•

insurance companies,



•

persons holding EISs, senior subordinated notes or Class A common stock as a part of a hedging, integrated, conversion or constructive sale transaction or a straddle,



•

traders in securities that elect to use a mark-to-market method of accounting for their securities holdings,



•

persons liable for alternative minimum tax,



•

investors in pass-through entities or



•

U.S. Holders (as defined below) of EISs whose "functional currency" is not the U.S. dollar.

        Furthermore, the discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof, and such authorities may be repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive basis, so as to result in U.S. federal income tax consequences different from those discussed below.

        A "U.S. Holder" of EISs, senior subordinated notes or Class A common stock means a holder that is for U.S. federal income tax purposes:

•

an individual citizen or resident of the United States,



•

a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States or any political subdivision thereof,



•

an estate the income of which is subject to U.S. federal income taxation regardless of its source, or



•

a trust if it (1) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

        If a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes holds EISs, senior subordinated notes or Class A common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you

194

are a partner of a partnership holding EISs, senior subordinated notes or Class A common stock we urge you to consult your own tax advisors.

        No statutory, administrative or judicial authority directly addresses the treatment of EISs or instruments similar to EISs for U.S. federal income tax purposes. As a result, the Internal Revenue Service ("IRS") or the courts may not agree with the tax consequences described herein. A different treatment from that assumed below could adversely affect the amount, timing and character of income, gain or loss in respect of an investment in the EISs or the senior subordinated notes, and, in the case of Non-U.S. holders, could subject such holders to U.S. federal withholding or estate taxes with regard to the senior subordinated notes in the same manner as they will be with regard to the Class A common stock. Payments to Non-U.S. holders would not be grossed-up for any such taxes. In addition, a different treatment could result in the loss by us of all or part of the deduction for interest paid on the senior subordinated notes. If you are considering the purchase of EISs or the senior subordinated notes, we urge you to consult your own tax advisors concerning the particular U.S. federal income tax consequences to you of the ownership of EISs, senior subordinated notes or Class A common stock, as well as any consequences to you arising under the laws of any other taxing jurisdiction.

Consequences to U.S. Holders

EISs

Allocation of Purchase Price

        We believe that your acquisition of EISs should be treated as an acquisition of the shares of our Class A common stock and the senior subordinated notes represented by the EISs. Accordingly, we intend to treat the acquisition of EISs in this manner, and, by purchasing EISs, you will agree to such treatment. The remainder of this discussion assumes that the acquisition of EISs will be treated as an acquisition of shares of our Class A common stock and senior subordinated notes.

        The purchase price of each EIS will be allocated between the share of Class A common stock and senior subordinated notes in proportion to their respective fair market values at the time of purchase. Such allocation will establish your initial tax basis in the share of Class A common stock and the senior subordinated notes. We expect to report the initial fair market value of each share of Class A common stock as $9.10 and the initial fair market value of each of our        % senior subordinated notes as $7.15, assuming an initial public offering price of $16.25 per EIS. Under the terms of the indenture governing the senior subordinated notes, by acceptance of a beneficial ownership interest in the senior subordinated notes, you will be deemed to have agreed to such allocation. If this allocation is not respected, it is possible that the senior subordinated notes will be treated as having been issued with OID or amortizable bond premium. You generally would have to include OID in income as it accrues, in addition to stated interest on the senior subordinated notes, and you would be able to elect to amortize bond premium over the remaining term of the senior subordinated notes. Furthermore, in the event that the senior subordinated notes were determined to be issued at a premium, we would effectively be required to reduce our tax deduction for interest payments by the amount of that premium over the term of the senior subordinated notes, which would increase our tax liability and reduce our cash available for interest and dividend payments. The remainder of this discussion assumes that this allocation of the purchase price will be respected.

Separation and Recombination

        If you were to separate your EISs into the shares of Class A common stock and senior subordinated notes represented thereby or recombine the applicable number of shares of Class A common stock and principal amount of senior subordinated notes to form EISs, you generally would not recognize gain or loss upon the separation or recombination into EISs. You would continue to take into account items of income or deduction otherwise includible or deductible, respectively, with respect to the shares of Class A common stock and the senior subordinated notes, and your tax basis in the shares of Class A common stock and the senior subordinated notes would not be affected by the separation or recombination.

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Senior Subordinated Notes

Characterization of Senior Subordinated Notes

        As discussed in more detail in the following paragraphs, we believe that the notes issued in this offering should be treated as debt for U.S. federal income tax purposes. We will receive an opinion of our special counsel, Dechert LLP, that the notes should be so treated. Such opinion is based in part on facts described in this prospectus and on various other factual assumptions, representations and determinations (including those described below). Any alteration of such facts could adversely affect such opinion. In addition, such opinion is not binding on the IRS or the courts, and no ruling on this issue has been requested from the IRS. The IRS may challenge our position and such challenge may be successful. We will treat, and, by acquiring an EIS or a senior subordinated note (not in the form of EISs), each holder agrees to treat, the senior subordinated notes as our indebtedness for all tax purposes.

        The determination of whether an instrument is treated as debt or equity for U.S. federal income tax purposes is based on all relevant facts and circumstances. There is no clear statutory definition of debt and its characterization is governed by principles developed in case law, which analyzes numerous factors (with no one factor being dispositive) that are intended to identify the economic substance of the investor's interest in the corporation. Our determination that the senior subordinated notes should be treated as debt for U.S. federal income tax purposes, and the opinion of counsel to this effect referred to above, are based upon the terms of the senior subordinated notes and, in addition, rely upon certain representations and determinations by us and an opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc., a financial advisory firm. The opinion of Houlihan Lokey includes opinions that:

•

when taken together and considered as a whole, without any single factor necessarily being dispositive, the term, interest rate, issue price, and other material provisions of the senior subordinated notes, including, inter alia, restrictions on the incurrence of debt and payment of dividends, are commercially reasonable and are substantially similar to those terms to which an unrelated third party lender not otherwise owning equity in our company, bargaining at arm's length with our company, would reasonably agree, where such lender would ordinarily be considered by knowledgeable corporate finance experts to be a lender or investor in the corporate bond market or other market for corporate debt and not primarily an investor in preferred stock or other corporate equity; and



•

after giving effect to the offering, the ratio of (A) the sum of (1) the principal amount of the senior subordinated notes, (2) the principal amount of the senior notes outstanding and (3) the amount outstanding under our new revolving credit facility, to (B) the fair market value of our equity, will be approximately                        to 1, and such ratio is commercially reasonable and reasonably comparable to that of similarly situated corporate bond issuers in similar industries.

        The opinion of Houlihan Lokey relies on, and assumes without independent investigation or verification the accuracy of, the financial data and other information provided by us and the descriptions of the securities and other information set forth in this prospectus, is being provided for the purpose of assisting us and our special counsel regarding certain U.S. federal income tax determinations and opinions referred to in this prospectus and certain financial accounting matters and may not be relied upon for any other purpose; and accordingly, does not constitute a recommendation to invest in our securities or an expression of a viewpoint as to our business prospects or the fairness or merits of the offering. Houlihan Lokey is not providing any opinions as to any legal questions or tax matters. The opinions of Houlihan Lokey as to commercial reasonableness and valuation of our securities are based on a comparison of our securities and the offering to other securities and transactions deemed comparable by Houlihan Lokey and valuation methodologies deemed appropriate by it. Houlihan Lokey neither reviewed our books and records nor made any physical inspection or

196

independent evaluation or appraisal of our assets and liabilities. Any alteration or inaccuracy of the facts, data, information or assumptions on which Houlihan Lokey's opinion relies could adversely affect such opinion. The Houlihan Lokey opinion is rendered at, and speaks only as of, the closing of this offering.

        Our special counsel's opinion also relies on our representation that we expect and intend to make all interest and principal payments on the senior subordinated notes in accordance with their terms.

        In light of the representations and opinions described above and their relevance to several of the factors analyzed in case law, and taking into account the facts and circumstances relating to the issuance of the senior subordinated notes, we (and our counsel) are of the view that the senior subordinated notes issued in this offering should be treated as debt for U.S. federal income tax purposes. However, there is no authority that directly addresses the tax treatment of securities with terms substantially similar to the senior subordinated notes or offered under circumstances such as the offering (i.e., offered as a unit consisting of senior subordinated notes and Class A common stock). In light of this absence of direct authority, neither we nor our counsel can conclude with certainty that the notes will be treated as debt for U.S. federal income tax purposes.

        If the senior subordinated notes were treated as equity rather than debt for U.S. federal income tax purposes, then the stated interest on the senior subordinated notes would be treated as a dividend to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles), although such amounts would likely not qualify for the special rate described below under "—Class A Common Stock—Dividends," and interest on the senior subordinated notes would not be deductible by us for U.S. federal income tax purposes. In addition, as discussed below under "—Consequences to Non-U.S. Holders—Class A Common Stock," Non-U.S. Holders could be subject to withholding or estate taxes with regard to the senior subordinated notes in the same manner as they will be with regard to the Class A common stock. We would also be liable for withholding taxes on any interest payments previously made by us to Non-U.S. Holders that are recharacterized as dividends for U.S. federal income tax purposes. Our inability to deduct interest on the senior subordinated notes could materially increase our taxable income and, thus, our U.S. federal income tax liability. This would reduce our after-tax cash flow and could materially adversely affect our ability to make interest and principal payments on the senior subordinated notes and dividend payments on the Class A common stock.

        Except where stated otherwise, the discussion of the consequences to U.S. Holders and Non-U.S. Holders described below assumes the notes will be respected as debt.

Sale, Exchange or Other Disposition of Senior Subordinated Notes

        Upon the sale, exchange or other disposition of an EIS, you will be treated as having sold, exchanged or disposed of the senior subordinated notes underlying the EIS. Upon the sale, exchange, retirement or other disposition of senior subordinated notes, you will recognize gain or loss equal to the difference between the portion of the proceeds allocable to your senior subordinated notes (less an amount equal to any accrued and unpaid interest which will be treated as a payment of interest for U.S. federal income tax purposes) and your adjusted tax basis in the senior subordinated notes. As described above under "—Consequences to U.S. Holders—EISs—Allocation of Purchase Price," your tax basis in senior subordinated notes generally will be the portion of the purchase price of your EISs allocable to the senior subordinated notes, or your purchase price of any senior subordinated notes acquired separately and not in the form of EISs, less any principal payments thereon. Such gain or loss will generally be capital gain or loss. Capital gains of individuals derived in respect of capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

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Additional Issuances

        Subsequently issued senior subordinated notes may be issued with original issue discount, referred to as OID, if they are issued at a discount to their face value. The U.S. federal income tax consequences to you of the subsequent issuance of senior subordinated notes with OID (or any issuance of senior subordinated notes thereafter) are unclear. The indenture governing the senior subordinated notes will provide that, in the event there is a subsequent issuance of senior subordinated notes having terms that are otherwise identical (other than issuance date) in all material respects to the senior subordinated notes represented by the EISs but with a new CUSIP number (or any issuance of senior subordinated notes thereafter), each holder of senior subordinated notes or EISs, as the case may be, agrees that a portion of such holder's notes will be exchanged for a portion of the senior subordinated notes acquired by the holders of such subsequently issued senior subordinated notes. Consequently, immediately following such subsequent issuance, each holder of subsequently issued notes, held either as part of EISs or separately, and each holder of existing senior subordinated notes, held either as part of EISs or separately, will own an inseparable unit composed of a proportionate percentage of both the old senior subordinated notes and the newly issued senior subordinated notes. Because a subsequent issuance will affect the senior subordinated notes in the same manner, regardless of whether these senior subordinated notes are held as part of EISs or separately, the combination of senior subordinated notes and shares of common stock to form EISs, or the separation of EISs, should not affect your tax treatment.

        The aggregate stated principal amount of notes owned by each holder will not change as a result of such subsequent issuance and exchange. However, under applicable law it is possible that the holders of subsequently issued notes (to the extent issued with OID) will not be entitled to a claim for the portion of their principal amount that represents unaccrued OID in the event of an acceleration of the notes or a bankruptcy proceeding occurring prior to the maturity of the notes. Whether the receipt of subsequently issued notes in exchange for previously issued notes in this automatic exchange constitutes a taxable exchange for U.S. federal income tax purposes depends on whether the subsequently issued notes are viewed as differing materially from the notes exchanged. Due to a lack of applicable guidance, it is unclear whether the subsequently issued notes would be viewed as differing materially from the previously issued notes for this purpose. Consequently, it is unclear whether an exchange of notes for subsequently issued notes results in a taxable exchange for U.S. federal income tax purposes, and it is possible that the IRS might successfully assert that such an exchange should be treated as a taxable exchange.

        If the IRS successfully asserted that an automatic exchange following a subsequent issuance is a taxable exchange, an exchanging holder would generally recognize gain or loss in an amount equal to the difference between the fair market value of the subsequently issued notes received and such holder's adjusted tax basis in the notes exchanged. See "—Sale, Exchange or Other Disposition of Senior Subordinated Notes" above. It is also possible that the IRS might successfully assert that any loss so recognized should be disallowed under the wash sale rules, in which case the holder's basis in the subsequently issued notes would be increased to reflect the amount of the disallowed loss. In the case of a taxable exchange, a holder's initial tax basis in the subsequently issued notes received in the exchange would be the fair market value of such notes on the date of exchange (adjusted to reflect any disallowed loss) and a holder's holding period in such notes would begin on the day after such exchange.

        Even if the exchange is not treated as a taxable event, such exchange may have potentially adverse U.S. federal income tax consequences to holders of notes or EISs. For example, in the case of a holder that acquired notes at a premium (which premium may generally be amortized over the term of the notes), such an exchange may result in the holder's inability to amortize the portion of such premium that is attributable to the notes exchanged for subsequently issued notes. Furthermore, such issuance may increase the OID, if any, that holders were previously accruing with respect to the senior

198

subordinated notes. In addition, holders that acquire notes at "market discount" may, as a result of such issuance and exchange, effectively convert a portion of such market discount into OID. Generally, market discount, unlike OID, is not required to be included in income on an accrual basis, but instead results in treating a portion of the gain realized on sale, exchange or retirement of the notes as ordinary income.

        Following any subsequent issuance of senior subordinated notes with OID and exchange we (and our agents) will report any OID on the subsequently issued notes ratably among all holders of senior subordinated notes and EISs, and each holder of senior subordinated notes and EISs will, by purchasing EISs, agree to report OID in a manner consistent with this approach. Consequently, holders that acquire notes in this offering may be required to report OID as a result of a subsequent issuance (even though they purchased notes having no OID). You would be required to include any OID in income as ordinary income as it accrues, in advance of the receipt of cash attributable to such income. This will generally result in such holders reporting more interest income over the term of the subordinated notes than they would have reported had no such subsequent issuance occurred, and any such additional interest income will be reflected as an increase in the tax basis of the senior subordinated notes, which will generally result in a capital loss (or reduced capital gain) upon a sale, exchange or retirement of the senior subordinated notes. However, the IRS may assert that any OID should be reported only to the persons that initially acquired such subsequently issued notes (and their transferees). In such case, the IRS might further assert that, unless a holder can establish that it is not such a person (or a transferee thereof), all of the senior subordinated notes held by such holder have OID. Any of these assertions by the IRS could create significant uncertainties in the pricing of EISs and senior subordinated notes and could adversely affect the market for EISs and senior subordinated notes.

        It is possible that notes we issue in a subsequent issuance will be issued at a discount to their face value and, accordingly, may have "significant OID" and thus be classified as "applicable high yield discount obligations" (AHYDOs). If any such notes were so classified, a portion of the OID on such notes would be nondeductible by us and the remainder would be deductible only when paid. This treatment would have the effect of increasing our taxable income and may adversely affect our cash flow available for interest payments and distributions to our equityholders.

        The foregoing discussion assumes that subsequently issued senior subordinated notes will be treated as debt rather than as equity for federal income tax purposes. Such a determination will depend upon the facts and circumstances that exist at the time such notes are issued. If the subsequently issued notes were to be treated as equity rather than as debt, you would likely be treated as recognizing gain or loss on the automatic exchange of a portion of your senior subordinated notes for the subsequently issued notes as described above, and you would not be required to include OID in income with respect to the subsequently issued notes as described above.

        Due to the complexity and uncertainty surrounding the U.S. federal income tax treatment of subsequent issuances and exchanges of senior subordinated notes, prospective investors are urged to consult their tax advisors regarding the applicable tax consequences to them in light of their particular circumstances.

Class A Common Stock

Dividends

        The gross amount of dividends paid to you will be treated as dividend income to you to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Such income will be includable in your gross income as ordinary income. To the extent, if any, that the amount of dividends paid to you exceeds our current and accumulated earnings and profits, any amount in excess of our earnings and profits will be treated as a tax-free return of your tax

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basis in the shares of Class A common stock, and any amount in excess of such basis will be treated as capital gain from the sale of the shares. Pursuant to current legislation, if you are an individual, dividends that we pay to you through 2008 will be subject to tax at long-term capital gain rates, provided certain holding period and other requirements are satisfied.

Sale, Exchange or Other Disposition of Class A Common Stock

        Upon the sale, exchange, or other disposition of EISs, you will be treated as having sold, exchanged, or disposed of the shares of Class A common stock underlying the EISs. Upon the sale, exchange, or other disposition of shares of our Class A common stock, you will recognize capital gain or loss in an amount equal to the difference between the portion of the proceeds allocable to your shares of Class A common stock and your tax basis in the shares of Class A common stock. As described above under "—Consequences to U.S. Holders—EISs—Allocation of Purchase Price," your tax basis in the shares of Class A common stock generally will be the portion of the purchase price of your EISs allocable to the shares of Class A common stock, less any prior distributions that reduced such basis. As discussed above, capital gains of individuals derived with respect to capital assets held for more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

Information Reporting and Backup Withholding

        In general, information reporting requirements will apply to payments of principal, interest and dividends on our senior subordinated notes and common stock and to the proceeds of sale of EISs, senior subordinated notes and common stock paid to a U.S. Holder other than certain exempt recipients (such as corporations). A backup withholding tax will apply to such payments if you fail to provide a taxpayer identification number or certification of other exempt status or fail to report in full dividend and interest income.

        Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability provided the required information is furnished by you to the IRS.

Consequences to Non-U.S. Holders

        The following discussion applies only to Non-U.S. Holders. A "Non-U.S. Holder" is a holder, other than an entity or arrangement classified as a partnership for U.S. federal income tax purposes, that is not a U.S. Holder. Special rules may apply to certain Non-U.S. Holders, such as:

•

U.S. expatriates,



•

"controlled foreign corporations,"



•

"passive foreign investment companies,"



•

"foreign personal holding companies,"



•

corporations that accumulate earnings to avoid U.S. federal income tax, and



•

investors in pass-through entities that are subject to special treatment under the Code.

        Such Non-U.S. Holders are urged to consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them.

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Senior Subordinated Notes

Characterization of Senior Subordinated Notes

        As discussed above under "—Consequences to U.S. Holders—Senior Subordinated Notes—Characterization of Senior Subordinated Notes," we believe the senior subordinated notes should be treated as debt for U.S. federal income tax purposes. However, no ruling on this issue has been requested from the IRS. Consequently, this position may not be sustained if challenged by the IRS. If the senior subordinated notes were treated as equity rather than debt for U.S. federal income tax purposes, then the senior subordinated notes would be treated in the same manner as shares of Class A common stock as described below under "—Consequences to Non-U.S. Holders—Class A Common Stock," payments on the senior subordinated notes would be subject to U.S. federal withholding taxes and Non-U.S. Holders may be subject to U.S. federal estate tax with respect to the senior subordinated notes. Payments to Non-U.S. Holders would not be grossed-up on account of any such taxes. In addition, we would be liable for withholding taxes on any interest payments previously made by us to Non-U.S. Holders that are recharacterized as dividends for U.S. federal income tax purposes. The remainder of this discussion assumes the characterization of the senior subordinated notes as debt for U.S. federal income tax purposes will be respected.

U.S. Federal Withholding Tax

        Subject to the discussion below concerning backup withholding, no withholding of U.S. federal income tax should be required with respect to the payment of principal or interest on senior subordinated notes owned by you under the "portfolio interest exemption," provided that:

•

you do not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote within the meaning of section 871(h)(3) of the Code and the regulations thereunder,



•

you are not a controlled foreign corporation that is related to us through stock ownership,



•

you are not a bank whose receipt of interest on the subordinated notes is described in section 881(c)(3)(A) of the Code, and



•

you satisfy the statement requirement (described generally below) set forth in section 871(h) and section 881(c) of the Code and the regulations thereunder.

        To satisfy the requirement referred to in the final bullet above, you, or a financial institution holding the senior subordinated notes on your behalf, must provide, in accordance with specified procedures, our paying agent with a statement to the effect that you are not a U.S. person. Currently, these requirements will be met if (1) you provide your name and address, and certify, under penalties of perjury, that you are not a U.S. person (which certification may be made on an IRS Form W-8BEN), or (2) a financial institution holding the senior subordinated notes on your behalf certifies, under penalties of perjury, that such statement has been received by it and furnishes a paying agent with a copy thereof. The statement requirement referred to in the final bullet above may also be satisfied with other documentary evidence with respect to a subordinated note held in an offshore account or through certain foreign intermediaries.

        If you cannot satisfy the requirements of the "portfolio interest exemption" described in the bullets above, payments of interest (including payments in respect of OID) made to you will be subject to a 30% withholding tax unless you provide us or our paying agent, as the case may be, with a properly executed:

•

IRS Form W-8BEN claiming an exemption from or reduction in withholding under the benefit of an applicable income tax treaty, or

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•

IRS Form W-8ECI stating that interest paid on the senior subordinated notes is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States.

        Alternative documentation may be applicable in certain situations such as in the case of non-U.S. governments or flow-through entities organized under non-U.S. law.

U.S. Federal Income Tax

        If you are engaged in a trade or business in the United States and interest on the senior subordinated notes is effectively connected with the conduct of such trade or business (or, if certain tax treaties apply, is attributable to your U.S. permanent establishment), you, although exempt from the withholding tax discussed above (provided the certification requirements described above are satisfied), will be subject to U.S. federal income tax on such interest on a net income basis in the same manner as if you were a U.S. Holder. In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lesser rate under an applicable income tax treaty) of your effectively connected earnings and profits for the taxable year, which would include such interest, subject to adjustments.

Sale, Exchange or Other Disposition of Senior Subordinated Notes

        Upon the sale, exchange or other disposition of an EIS, you will be treated as having sold, exchanged or disposed of the senior subordinated notes underlying the EIS. Any gain realized upon the sale, exchange, retirement or other disposition of senior subordinated notes generally will not be subject to U.S. federal income tax unless:

•

such gain is effectively connected with your conduct of a trade or business in the United States, or



•

you are an individual, you are present in the United States for 183 days or more in the taxable year of such sale, exchange, retirement or other disposition, and certain other conditions are met.

        If you are an individual and are described in the first bullet above, you will be subject to tax on any gain derived from the sale, exchange or other disposition under regular graduated U.S. federal income tax rates. If you are an individual and are described in the second bullet above, you will be subject to a flat 30% tax on any gain derived from the sale, exchange or other disposition, which may be offset by U.S. source capital losses (even though you are not considered a resident of the U.S.). If you are a corporation and are described in the first bullet above, you will be subject to tax on your gain under regular graduated U.S. federal income tax rates and, in addition, may be subject to the branch profits tax equal to 30% (or lesser rate under an applicable income tax treaty) on your effectively connected earnings and profits for the taxable year, which would include such gain, subject to adjustments.

U.S. Federal Estate Tax

        Senior subordinated notes beneficially owned by an individual who at the time of death is a Non-U.S. Holder should not be subject to U.S. federal estate tax, provided that any payment of interest to such individual on the senior subordinated notes would be eligible for exemption from the 30% U.S. federal withholding tax under the "portfolio interest exemption" described above under "—Consequences to Non-U.S. Holders—Senior Subordinated Notes—U.S. Federal Withholding Tax" without regard to the statement requirement described therein.

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Class A Common Stock

Dividends

        Dividends paid to you (to the extent paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes) generally will be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with your conduct of a trade or business within the United States or, if certain tax treaties apply, are attributable to your U.S. permanent establishment, are not subject to the withholding tax, but instead are subject to U.S. federal income tax on a net income basis at applicable graduated individual or corporate rates. Special certification and disclosure requirements must be satisfied for effectively connected income to be exempt from withholding. If you are a foreign corporation, any such effectively connected dividends received by you may be subject to an additional branch profits tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

        If you wish to claim the benefit of an applicable treaty rate (and avoid backup withholding as discussed below) for dividends, you will be required to:

•

complete IRS Form W-8BEN (or other applicable form) and certify, under penalties of perjury, that you are not a U.S. person and that you are entitled to treaty benefits, or



•

if the shares of our Class A common stock are held through certain foreign intermediaries, satisfy the relevant certification requirements of applicable U.S. Treasury regulations.

        Special certification and other requirements apply to certain Non-U.S. Holders that are entities rather than individuals.

        If you are eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty, you may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the IRS.

Sale, Exchange or Other Disposition of Class A Common Stock

        Upon the sale, exchange, retirement or other disposition of an EIS, you will be treated as having sold, exchanged, or disposed of the share of Class A common stock underlying the EIS. You generally will not be subject to U.S. federal income tax with respect to gain recognized on a sale or other disposition of shares of our Class A common stock unless:

•

the gain is effectively connected with your conduct of a trade or business in the United States, or, if certain tax treaties apply, is attributable to your U.S. permanent establishment,



•

if you are an individual and hold shares of our Class A common stock as a capital asset, you are present in the United States for 183 or more days in the taxable year of the sale or other disposition and certain other conditions are met, or



•

we are or have been during a specified testing period a "United States real property holding corporation" for U.S. federal income tax purposes.

        If you are an individual and are described in the first bullet above, you will be subject to tax on the net gain derived from the sale under regular U.S. federal income tax rates applicable to individuals. If you are described in the second bullet above, you will be subject to a flat 30% tax on the gain derived from the sale, which may be offset by U.S. source capital losses (even though you are not considered a resident of the United States). If you are a foreign corporation and are described in the first bullet above, you will be subject to tax on your gain under regular U.S. federal income tax rates applicable to corporations and, in addition, may be subject to the branch profits tax equal to 30% of

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your effectively connected earnings and profits or at such lower rate as may be specified by an applicable income tax treaty.

        We believe that we have not been, and we are not and do not anticipate becoming, a "United States real property holding corporation" for U.S. federal income tax purposes.

U.S. Federal Estate Tax

        Shares of our common stock held by an individual Non-U.S. Holder at the time of death will be included in such holder's gross estate for U.S. federal estate tax purposes, unless an applicable estate tax treaty provides otherwise.

Information Reporting and Backup Withholding

        The amount of interest payments and dividends paid to you and the amount of tax, if any, withheld with respect to such payments will be reported annually to the IRS. Copies of the information returns reporting such interest payments, dividends and withholding may also be made available to the tax authorities in the country in which you reside under the provisions of an applicable income tax treaty.

        In general, backup withholding will be required with respect to payments made by us or any paying agent to you, unless a statement described in the fourth bullet under "Consequences to Non-U.S. Holders—Senior Subordinated Notes—U.S. Federal Withholding Tax" has been received (and we or the paying agent do not have actual knowledge or reason to know that you are a U.S. person).

        Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale of EISs, Class A common stock or senior subordinated notes within the United States or conducted through U.S.-related financial intermediaries unless a statement described in the fourth bullet under "Consequences to Non-U.S. Holders—Senior Subordinated Notes—U.S. Federal Withholding Tax" has been received (and we or the paying agent do not have actual knowledge or reason to know that you are a U.S. person) or you otherwise establish an exemption.

        Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability provided the required information is furnished by you to the IRS.

204

NOTICE TO PURCHASERS OF SEPARATE SENIOR SUBORDINATED NOTES

        None of the senior subordinated notes sold separately (not in the form of EISs) purchased in connection with this offering, which we refer to in this section as the "separate notes" may be purchased, directly or indirectly, by persons who are also (1) purchasing EISs in this offering or (2) holders of Class B common stock following our recapitalization. Accordingly, each investor purchasing separate notes in this offering must not purchase EISs in this offering and must not concurrently enter into any plan or pre-arrangement whereby it would acquire any EISs or our company equity (as defined below) or transfer the separate notes to any holder of EISs or our company equity. In addition, each holder of shares of Class B common stock following our recapitalization must not purchase separate notes in this offering.

Each investor in this offering assumes responsibility for ensuring that it complies with the restrictions above. If you are unsure whether the restrictions above would prohibit you from purchasing the separate notes or our EISs in this offering, we recommend that you consult your own legal advisor with regard to the application of these restrictions to your individual circumstances.

        Furthermore, each purchaser of separate notes in this offering will be asked to represent in connection with acquiring the separate notes that it has no actual knowledge that:

(a)

it or any controlled account is purchasing EISs in this offering or owns or has the contractual right to acquire our equity securities (including securities which are convertible, exchangeable or exercisable into or for our equity or our equity-linked securities, which we refer to collectively as our company equity);



(b)

it or any controlled account has a current plan or pre-arrangement (i) to acquire any EISs or company equity or (ii) by which the separate notes being acquired by it in this offering will or would be (giving effect to any planned or pre-arranged transfers) owned, directly or indirectly, by any person who, directly or indirectly, owns EISs or company equity; and



(c)

it or any controlled account has a current pre-arrangement by which the purchaser has agreed to transfer any of the separate notes that it purchases in this offering (or any economic risk of loss with respect to the principal amount thereof) to the lead underwriters, to us or to any owner of EISs or company equity.

        For this purpose, "actual knowledge" means the actual knowledge of the natural person who exercises direct investment control on behalf of the purchaser of separate notes, without any duty to perform any investigation with respect to such matters. "Controlled account" means any entity, investment fund or account on behalf of which the natural person who exercises direct investment control on behalf of the purchaser of separate notes exercises direct investment control.

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UNDERWRITING

        RBC Capital Markets Corporation, Credit Suisse First Boston LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as joint book-running managers for the offerings and, together with Lehman Brothers Inc. and Piper Jaffray & Co., are acting as representatives of the underwriters named below. Subject to the terms and conditions in the underwriting agreement, we have agreed to sell to the underwriters, and the underwriters severally have agreed to purchase from us, the respective number of EISs and the aggregate principal amount of our    % senior subordinated notes due 2016 (not in the form of EISs) shown opposite their names below.

Underwriters		Number of EISs	Senior Subordinated Notes
RBC Capital Markets Corporation			$
Credit Suisse First Boston LLC			$
Merrill Lynch, Pierce, Fenner & Smith Incorporated			$
Lehman Brothers Inc.			$
Piper Jaffray & Co.			$
	Total		$

        The underwriting agreement provides that the underwriters' obligations to purchase our EISs and senior subordinated notes are subject to approval of legal matters by counsel and to the satisfaction of other conditions. The underwriters are obligated to purchase all of the EISs (other than those covered by the over-allotment option described below) and all of the senior subordinated notes if they purchase any EISs or any senior subordinated notes.

        An automatic exchange of senior subordinated notes described elsewhere in this prospectus should not impair the rights any holder would otherwise have to assert a claim against the underwriters under applicable securities laws with respect to the full amount of senior subordinated notes purchased by such holder in this offering, including senior subordinated notes purchased in this offering and senior subordinated notes received by such holder in an automatic exchange. See "Description of Enhanced Income Securities (EISs)—Book Entry Clearance and Settlement—Procedures relating to subsequent issuances."

Commissions and Expenses

        The representatives have advised us that the underwriters propose to offer the EISs and senior subordinated notes directly to the public at the public offering prices presented on the cover page of this prospectus and to selected dealers, who may include the underwriters, at the respective public offering price less a selling concession not in excess of $            per EIS, or $            per senior subordinated note. The underwriters may allow, and the selected dealers may reallow, a concession not in excess of $            per EIS, or $            per senior subordinated note, to brokers and dealers. After the offerings, the underwriters may change the offering price and other selling terms. The underwriters have informed us that they do not intend to confirm sales to any accounts over which they exercise discretionary authority.

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        The following table summarizes the underwriting discounts and commissions that will be paid to the underwriters in connection with the offerings. These amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional EISs.

		EIS Offering
				Senior Subordinated Notes Offering
		Total
	Per EIS	Without Over- Allotment	With Over- Allotment	Per Senior Subordinated Note		Total
Public offering price	$	$	$		%	$
Underwriting discount paid by us	$	$	$		%	$

        We estimate that the total expenses of this offering and the concurrent offering of senior notes, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding underwriting discounts and commissions, will be approximately $8.5 million.

EIS Over-Allotment Option

        The underwriters have an option to buy up to 3,116,548 additional EISs from us to cover sales of EISs by the underwriters which exceed the number of EISs specified in the table above at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus. The underwriters have 30 days from the date of this prospectus to exercise this option. If the underwriters exercise this option, they will each be obligated, subject to certain conditions, to purchase additional EISs approximately in proportion to the amounts specified in the table above. If any additional EISs are purchased, the underwriters will offer the additional EISs on the same terms as those on which the EISs are being offered. We will pay the expenses associated with the exercise of the over-allotment option.

Lock-Up Agreements

        We and each of our executive officers, directors and principal stockholders have agreed, with limited exceptions, not to sell or transfer any EISs or shares of our Class A common stock or Class B common stock or senior subordinated notes, referred to collectively as securities, for 180 days after the date of this prospectus without first obtaining the written consent of the joint book-running managers. Specifically, we and each of our executive officers, directors and principal stockholders have agreed not to directly or indirectly

•

offer, pledge, sell or contract to sell any securities;



•

sell any option or contract to purchase any securities;



•

purchase any option or contract to sell any securities;



•

grant any option, right or warrant for the sale of any securities;



•

otherwise dispose of or transfer any securities; or



•

enter into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any securities, whether any such swap or transaction is to be settled by delivery of EISs, shares of our Class A common stock or Class B common stock or senior subordinated notes or other securities, in cash or otherwise.

        Notwithstanding the foregoing, if: (1) during the last 17 days of the 180-day lock-up period, we issue an earnings release or material news or a material event relating to us occurs; or (2) prior to the expiration of the 180-day lock-up period, we announce that we will release earnings results or become

207

aware that material news or a material event will occur during the 16-day period beginning on the last day of the 180-day lock-up period, the restrictions described above will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the joint book-running managers waive, in writing, such extension.

        This lockup provision applies to EISs, shares of our Class A and Class B common stock and senior subordinated notes and to securities convertible into or exchangeable or exercisable for such securities, however it does not prevent the award of options to purchase securities or the exercise of any options or warrants to acquire securities awarded or issued, as the case may be, pursuant to employee stock option plans existing on the date we enter into the underwriting agreement. The lockup would prevent the sale of shares received upon the exercise of such options. The lockup applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition. The lockup will not prevent us from issuing common stock in connection with any merger consolidation or stock or asset acquisition, so long as the recipients of the common stock in any such transaction agree in writing prior to the consummation of any such transaction to be bound by the same lock-up restrictions as the Company.

Offering Price Determination

        Prior to this offering, there has been no public market for the EISs, our Class A common stock or the senior subordinated notes. The initial public offering price of the EISs and the senior subordinated notes has been negotiated among us, our sponsor investor and the representatives of the underwriters. In determining the initial public offering price of our EISs and the senior subordinated notes, the representatives considered:

•

prevailing market conditions;



•

our historical performance and capital structure;



•

estimates of our business potential and future revenues;



•

an overall assessment of our management; and



•

the consideration of these factors in relation to market valuation of companies in related businesses.

        We have applied to list the EISs on the American Stock Exchange under the symbol "BGF."

Indemnification

        We have agreed to indemnify the underwriters against liabilities relating to the offerings, including liabilities under the Securities Act and liabilities arising from breaches of the representations and warranties contained in the underwriting agreement and to contribute to payments that the underwriters may be required to make for these liabilities.

New Issue of Notes

        The senior subordinated notes are a new issue of securities with no established trading market. The underwriters have advised us that they currently intend to facilitate a secondary market in the separate senior subordinated notes and, upon separation of EISs, our Class A common stock and the senior subordinated notes, subject to applicable legal and regulatory requirements and limitations. However, they are under no obligation to do so and may discontinue any such facilitation, if commenced, at any time without notice for any reason. Moreover, if and to the extent that the underwriters facilitate a market for these securities, there can be no assurance that such market would provide sufficient liquidity for any holder of such securities. The senior subordinated notes offered

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separately (not in the form of EISs) will not be sold in this offering to purchasers of EISs or holders of Class B common stock.

Stabilization, Short Positions and Penalty Bids

        The representatives may engage in over-allotment and stabilizing transactions, syndicate covering transactions and penalty bids or purchases for the purpose of pegging, fixing or maintaining the price of the EISs or the senior subordinated notes, as applicable, in accordance with Regulation M under the Securities Exchange Act of 1934:

•

Over-allotment transactions involve sales by the underwriters of EISs or senior subordinated notes in excess of the number of EISs or senior subordinated notes the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of EISs over-allotted by the underwriters is not greater than the number of that they may purchase in the over-allotment option. In a naked short position, the number of EISs or senior subordinated notes involved is greater than the number of EISs in the over-allotment option or senior subordinated notes. The underwriters may close out any short position by either exercising their over-allotment option with respect to the EISs, and/or purchasing EISs or senior subordinated notes in the open market, as the case may be.



•

Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specific maximum.



•

Syndicate covering transactions involve purchases of EISs or senior subordinated notes in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of EISs to close out the short position, the underwriters will consider, among other things, the price of EISs available for purchase in the open market as compared to the price at which they may purchase EISs through the over-allotment option. If the underwriters sell more EISs than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying EISs in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the EISs in the open market after pricing that could adversely affect investors who purchase in the offering.



•

Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the EISs or senior subordinated notes originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

        These transactions may have the effect of raising or maintaining the market price of our EISs or senior subordinated notes or preventing or retarding a decline in the market price of our EISs or senior subordinated notes. As a result, the price of our EISs or senior subordinated notes may be higher than the price that might otherwise exist in the open market. The transactions in EISs may be effected on the American Stock Exchange or otherwise and, if commenced, the transactions in EISs, and senior subordinated notes may be discontinued at any time.

        Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our EISs or senior subordinated notes. In addition, neither we nor any of the underwriters make any representation that the representatives will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.

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Other Arrangements

        Affiliates of Credit Suisse First Boston LLC own an aggregate of less than 1% of Bruckmann, Rosser, Sherrill & Co., L.P., our sponsor investor. Some of the underwriters have provided, and may continue to provide, from time to time investment banking, commercial banking, advisory and other services to us for customary fees and expenses in the ordinary course of their business. Affiliates of Lehman Brothers Inc. are the arranger and administrative agent under our existing senior secured credit facility (including the senior revolving credit facility and senior term loan) and are lenders under our senior revolving credit facility which is currently undrawn. An affiliate of BNY Capital Markets, Inc. will be the trustee for our senior subordinated notes and our senior notes due 2011 and will act as the transfer agent for our common stock and EISs, for which it will receive customary fees.

        We anticipate that Lehman Brothers Inc. will be the lead arranger and that affiliates of Lehman Brothers Inc., RBC Capital Markets Corporation and BNY Capital Markets, Inc. will be agents and/or lenders under our new revolving credit facility and will receive customary fees relating thereto. In addition, we anticipate that affiliates of some or all of the underwriters will be lenders under our new revolving credit facility.

LEGAL MATTERS

        The validity of the issuance of the EISs and the shares of our Class A common stock and senior subordinated notes offered hereby, as well as the validity of the issuance of the subsidiary guarantees by the Delaware and Massachusetts subsidiary guarantors, will be passed upon for us by Dechert LLP, New York, New York. The validity of the issuance of the subsidiary guarantee by the Vermont subsidiary guarantor will be passed upon for us by Lisman, Webster, Kirkpatrick & Leckerling, P.C., Burlington, Vermont. Debevoise & Plimpton LLP, New York, New York is acting as counsel for the underwriters.

EXPERTS

        The consolidated financial statements and schedule of B&G Foods Holdings Corp. and subsidiaries as of December 28, 2002 and January 3, 2004, and for each of the fiscal years ended December 29, 2001, December 28, 2002 and January 3, 2004, have been included herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

        The financial statements of The Ortega Brand of Business as of December 31, 2002 and for the year then ended have been included herein and in the registration statement in reliance upon the report of KPMG LLP, independent accountants, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing. The report of KPMG LLP refers to the restatement of the Ortega Statement of Net Assets Sold as of December 31, 2002.

        Houlihan Lokey Howard & Zukin Financial Advisors, Inc., in a consent filed with the registration statement of which this prospectus is a part, has consented to the references in the second and third paragraphs of the section of this prospectus entitled "Material U.S. Federal Income Tax Considerations—Consequences to U.S. Holders—Senior Subordinated Notes—Characterization of Senior Subordinated Notes," to it and its opinions relating to the terms of the senior subordinated notes and our capitalization referenced in such paragraphs rendered to us and our special counsel. Such opinions are for the purpose of assisting us and our special counsel with respect to certain financial matters related to certain U.S. federal income tax determinations and opinions referred to in this prospectus and certain financial accounting matters, and are referred to based on Houlihan Lokey being experts in financial advisory matters.

210

WHERE YOU CAN FIND MORE INFORMATION

        We have filed a Registration Statement on Form S-1 with the SEC regarding this offering. This prospectus, which is part of the registration statement, does not contain all of the information included in the registration statement, and you should refer to the registration statement and its exhibits to read that information. As a result of the effectiveness of the registration statement, we are subject to the informational reporting requirements of the Exchange Act of 1934 and, under that Act, we will file reports, proxy statements and other information with the SEC. As required by the terms of the indentures governing our existing senior subordinated notes, prior to its merger with and into B&G Holdings, B&G Foods filed these reports with the SEC. You may read and copy the registration statement, the related exhibits and the reports, proxy statements and other information we file with the SEC at the SEC's public reference facilities maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You can also request copies of those documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The SEC also maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file with the SEC. The site's Internet address is www.sec.gov.

        You may also request a copy of these filings, at no cost, by writing or telephoning us at:

B&G Foods, Inc.
Four Gatehall Drive, Suite 110
Parsippany, NJ 07054
(973) 401-6500

211

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
B&G Foods Holdings Corp. and Subsidiaries:
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 28, 2002, January 3, 2004 and July 3, 2004 (unaudited)	F-3
Consolidated Statements of Operations for the years ended December 29, 2001, December 28, 2002, January 3, 2004 and for the thirteen and twenty-six weeks ended June 28, 2003 (unaudited) and July 3, 2004 (unaudited)	F-4
Consolidated Statements of Changes in Stockholders' Equity and Comprehensive Income (Loss) for the years ended December 29, 2001, December 28, 2002 and January 3, 2004 and for the thirteen and twenty-six weeks ended July 3, 2004 (unaudited)	F-5
Consolidated Statements of Cash Flows for the years ended December 29, 2001, December 28, 2002 and January 3, 2004 and for the twenty-six weeks ended June 28, 2003 (unaudited) and July 3, 2004 (unaudited)	F-6
Notes to Consolidated Financial Statements	F-7
Schedule II—Valuation and Qualifying Accounts	F-32
The Ortega Brand of Business:
Independent Auditors' Report	F-33
Statements of Net Assets Sold as of December 31, 2002 and June 30, 2003 (unaudited)	F-34
Statements of Direct Revenue and Direct Expenses for the year ended December 31, 2002 and for the six months ended June 30, 2002 (unaudited) and June 30, 2003 (unaudited)	F-35
Notes to Financial Statements	F-36

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
B&G Foods Holdings Corp.:

        We have audited the accompanying consolidated balance sheets of B&G Foods Holdings Corp. and subsidiaries as of December 28, 2002 and January 3, 2004, and the related consolidated statements of operations, stockholders' equity and cash flows for the years ended December 29, 2001, December 28, 2002 and January 3, 2004. In connection with our audits of the consolidated financial statements, we also have audited the schedule of valuation and qualifying accounts for the years ended December 29, 2001, December 28, 2002 and January 3, 2004. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of B&G Foods Holdings Corp. and subsidiaries as of December 28, 2002 and January 3, 2004, and the results of their operations and their cash flows for the years ended December 29, 2001, December 28, 2002 and January 3, 2004, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ KPMG LLP

New York, New York
February 10, 2004

F-2

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES

Consolidated Balance Sheets

(Dollars in thousands, except per share data)

			December 28, 2002			January 3, 2004			July 3, 2004
									(Unaudited)
Assets
Current assets:
	Cash and cash equivalents		$	15,866		$	8,092		$	13,926
	Trade accounts receivable, less allowance for doubtful accounts of $464 and $526 in 2002 and 2003 and $508 in 2004 (unaudited), respectively			21,900			22,348			25,845
	Inventories			67,536			80,789			84,447
	Prepaid expenses			2,024			2,336			5,200
	Deferred income taxes			1,485			115			115
		Total current assets		108,811			113,680			129,533
Property, plant and equipment, net				37,414			43,940			44,081
Goodwill				112,319			188,629			188,629
Trademarks				162,781			193,481			193,481
Other assets				9,348			10,209			9,041
		Total assets	$	430,673		$	549,939		$	564,765
Liabilities and Stockholders' Equity
Current liabilities:
	Current installments of long-term debt		$	370		$	1,500		$	1,500
	Trade accounts payable			18,826			19,816			23,805
	Accrued expenses			19,441			24,819			22,040
	Due to related party			208			208			208
		Total current liabilities		38,845			46,343			47,553
Long-term debt, excluding current maturities				273,426			367,296			366,662
Other liabilities				291			347			348
Deferred income taxes				40,046			42,774			45,912
		Total liabilities		352,608			456,760			460,475
Commitments and contingencies (Notes 5, 6, 12 and 13)
Mandatorily redeemable preferred stock:
	Series C senior preferred stock, $0.01 par value per share, liquidation value $37,664 and $43,122 in 2002 and 2003, and $46,224 in 2004 (unaudited), respectively. Designated 25,000 shares; issued and outstanding 25,000 shares in 2002, 2003 and 2004 (unaudited)			37,714			43,188			46,298
Stockholders' equity:
	13% Series A cumulative preferred stock, $0.01 par value per share, liquidation value of $41,109 and $46,453 in 2002 and 2003 and $49,608 in 2004 (unaudited), respectively. Designated 22,000 shares; issued and outstanding 20,341 shares in 2002, 2003 and 2004 (unaudited)			—			—			—
	13% Series B cumulative preferred stock, $0.01 par value per share, liquidation value of $19,496 and $22,031 in 2002 and 2003 and $23,256 in 2004 (unaudited), respectively. Designated 35,000 shares; issued and outstanding 12,311 shares in 2002, 2003 and 2004 (unaudited)			—			—			—
	Common stock, $0.01 par value per share. Authorized 250,000 shares; issued and outstanding 105,500 shares in 2002, 2003 and 2004 (unaudited)			1			1			1
	Additional paid-in capital			31,345			31,329			31,321
	Accumulated other comprehensive loss			(20	)		(74	)		(28	)
	Retained earnings			9,025			18,735			26,698
		Total stockholders' equity		40,351			49,991			57,992
		Total liabilities and stockholders' equity	$	430,673		$	549,939		$	564,765

See accompanying Notes to Consolidated Financial Statements.

F-3

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES

Consolidated Statements of Operations

(Dollars in thousands, except per share data)

			Year ended								Thirteen Weeks Ended				Twenty-six Weeks Ended
			December 29, 2001			December 28, 2002			January 3, 2004		June 28, 2003		July 3, 2004		June 28, 2003			July 3, 2004
											(Unaudited)		(Unaudited)		(Unaudited)			(Unaudited)
Net sales (Note 2(h))			$	279,779		$	293,677		$	328,356	$	76,369	$	93,735	$	143,823		$	184,412
Cost of goods sold				192,525			203,707			226,174		52,862		64,269		100,250			125,960
		Gross profit		87,254			89,970			102,182		23,507		29,466		43,573			58,452
Operating expenses:
	Sales, marketing and distribution expenses (Note 2(h))			34,922			35,852			39,477		8,962		11,362		16,405			22,220
	General and administrative expenses			14,120			4,911			6,313		1,093		820		2,725			2,355
	Management fees—related party			500			500			500		125		125		250			250
	Environmental clean-up expenses			950			100			—		—		—		—			—
		Operating income		36,762			48,607			55,892		13,327		17,159		24,193			33,627
Other expenses:
	Gain on sale of assets			(3,112	)		—			—		—		—		—			—
	Derivative gain			—			(2,524	)		—		—		—		—			—
	Interest expense, net			29,847			26,626			31,205		6,774		7,794		13,997			15,606
Income before income taxes				10,027			24,505			24,687		6,553		9,365		10,196			18,021
Provision for income taxes				4,029			9,260			9,519		2,523		3,614		3,925			6,956
		Net income	$	5,998		$	15,245		$	15,168	$	4,030	$	5,751	$	6,271		$	11,065
		Less: preferred stock dividends accumulated and related charges		10,352			11,739			13,336		3,288		3,783		6,576			7,690
		Net (loss) income available to common stockholders	$	(4,354	)	$	3,506		$	1,832	$	742	$	1,968	$	(305	)	$	3,375
		Basic net (loss) income available to common stockholders per common share (Note 2)	$	(41.59	)	$	33.23		$	17.36	$	7.03	$	18.65	$	(2.89	)	$	31.99
		Diluted net (loss) income available to common stockholders per common share (Note 2)	$	(41.59	)	$	24.87		$	12.99	$	5.26	$	13.96	$	(2.89	)	$	23.94

See accompanying Notes to Consolidated Financial Statements.

F-4

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity and Comprehensive Income (Loss)
(Dollars in thousands, except per share information)

		Preferred Stock Series A			Preferred Stock Series B									Accumulated Other Comprehensive (Loss) Income
								Common Stock									Accumulated (Deficit) Retained Earnings
											Additional Paid-in Capital									Total Stockholders' Equity
		Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 30, 2000		20,321	$	—	12,311	$	—	102,500	$	1	$	31,327		$	(12	)	$	(3,288	)	$	28,028
	Foreign currency translation	—		—	—		—	—		—		—			(36	)		—			(36	)
	Net income	—		—	—		—	—		—		—			—			5,998			5,998
Comprehensive income																					5,962
Accretion of series C senior preferred stock		—		—	—		—	—		—		—			—			(4,163	)		(4,163	)
Accretion of series C senior preferred stock warrants		—		—	—		—	—		—		(16	)		—			—			(16	)
Issuance of series A preferred stock, at $1,000 per share		20		—	—		—	—		—		20			—			—			20
Issuance of common stock, at $10 per share		—		—	—		—	3,000		—		30			—			—			30
Balance at December 29, 2001		20,341		—	12,311		—	105,500		1		31,361			(48	)		(1,453	)		29,861
	Foreign currency translation	—		—	—		—	—		—		—			28			—			28
	Net income	—		—	—		—	—		—		—			—			15,245			15,245
Comprehensive income																					15,273
Accretion of series C senior preferred stock		—		—	—		—	—		—		—			—			(4,767	)		(4,767	)
Accretion of series C senior preferred stock warrants		—		—	—		—	—		—		(16	)		—			—			(16	)
Balance at December 28, 2002		20,341		—	12,311		—	105,500		1		31,345			(20	)		9,025			40,351
	Foreign currency translation	—		—	—		—	—		—		—			(54	)		—			(54	)
	Net income	—		—	—		—	—		—		—			—			15,168			15,168
Comprehensive income												—			—						15,114
Accretion of series C senior preferred stock		—		—	—		—	—		—		—			—			(5,458	)		(5,458	)
Accretion of series C senior preferred stock warrants		—		—	—		—	—		—		(16	)		—			—			(16	)
Balance at January 3, 2004		20,341	$	—	12,311	$	—	105,500	$	1	$	31,329		$	(74	)	$	18,735		$	49,991
	Foreign currency translation (unaudited)	—		—	—		—	—		—		—			46			—			46
	Net income (unaudited)	—		—	—		—	—		—		—			—			11,065			11,065
Comprehensive income (unaudited)		—		—	—		—	—		—		—			—			—			11,111
Accretion of series C senior preferred stock (unaudited)		—		—	—		—	—		—		—			—			(3,102	)		(3,102	)
Accretion of series C senior preferred stock warrants (unaudited)		—		—	—		—	—		—		(8	)		—			—			(8	)
Balance at July 3, 2004 (unaudited)		20,341	$	—	12,311	$	—	105,500	$	1	$	31,321		$	(28	)	$	26,698		$	57,992

See accompanying Notes to Consolidated Financial Statements.

F-5

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Dollars in thousands)

				Year ended									Twenty-six Weeks Ended
				December 29, 2001			December 28, 2002			January 3, 2004			June 28, 2003			July 3, 2004
													(Unaudited)			(Unaudited)
Cash flows from operating activities:
	Net income			$	5,998		$	15,245		$	15,168		$	6,271		$	11,065
		Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization				14,290			5,300			6,014			2,741			3,237
	Amortization of deferred debt issuance costs and bond discount				1,972			2,686			2,839			1,487			1,284
	Write-off of deferred debt issuance costs				—			—			1,831			—			—
	Deferred income taxes				3,832			5,532			4,382			2,254			3,138
	Gain from sale of assets				(3,112	)		—			—			—			—
	Provision for doubtful accounts				118			84			711			585			—
	Changes in assets and liabilities, net of effects from business acquired:
			Trade accounts receivable		2,432			(363	)		(1,159	)		1,979			(3,497	)
			Inventories		(2,788	)		(1,394	)		(6,542	)		(1,574	)		(3,658	)
			Prepaid expenses		303			(234	)		(63	)		(1,626	)		(2,864	)
			Other assets		(400	)		33			(1	)		(1	)		—
			Trade accounts payable		(3,525	)		(2,430	)		990			517			3,989
			Accrued expenses		2,263			1,903			3,205			(1,308	)		(2,763	)
			Due to related party		—			—			—			—			—
			Other liabilities		87			55			56			28			1
	Net cash provided by operating activities				21,470			26,417			27,431			11,353			9,932
Cash flows from investing activities:
	Capital expenditures				(3,904	)		(6,283	)		(6,442	)		(3,065	)		(3,394	)
	Net proceeds from sale of assets				24,090			—			—			—			—
	Payments for acquisition of business				—			—			(118,179	)		—			—
	Net cash provided by (used in) investing activities				20,186			(6,283	)		(124,621	)		(3,065	)		(3,394	)
Cash flows from financing activities:
	Payments of long-term debt				(40,048	)		(114,417	)		(55,231	)		(10,176	)		(750	)
	Proceeds from issuance of long-term debt				—			98,760			150,000			—			—
	Proceeds from issuance of equity and capital contributions				50			—			—			—			—
	Payments of debt issuance costs				—			(3,694	)		(5,299	)		—			—
			Net cash (used in) provided by financing activities		(39,998	)		(19,351	)		89,470			(10,176	)		(750	)
	Effect of exchange rate fluctuations on cash and cash equivalents				(36	)		28			(54	)		(82	)		46
			Net increase (decrease) in cash and cash equivalents		1,622			811			(7,774	)		(1,970	)		5,834
Cash and cash equivalents at beginning of period					13,433			15,055			15,866			15,866			8,092
Cash and cash equivalents at end of period				$	15,055		$	15,866		$	8,092		$	13,896		$	13,926
Supplemental disclosures of cash flow information:
	Cash interest			$	29,966		$	22,975		$	26,483		$	12,621		$	15,262
	Cash income taxes			$	271		$	3,778		$	3,708		$	337		$	1,666
Non-cash transactions:
	Accretion of series C senior preferred stock warrants			$	16		$	16		$	16		$	8		$	8
	Accretion of series C senior preferred stock dividends			$	4,163		$	4,767		$	5,458		$	2,636		$	3,102

See accompanying Notes to Consolidated Financial Statements.

F-6

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts)

(1)    Nature of Operations

Organization

        B&G Foods Holdings Corp. and subsidiaries (the "Company") is majority owned by Bruckmann, Rosser, Sherrill & Co., L.P. ("BRS"), a private equity investment firm, and minority owned by management, directors and certain other investors. The Company's only asset and operations consist of its ownership of B&G Foods, Inc. and its subsidiaries (collectively "B&G Foods").

Nature of Operations

        The Company operates in one industry segment and manufactures, sells and distributes a diverse portfolio of high quality branded, shelf-stable food products. The Company's products include pickles, peppers, jams and jellies, canned meats and beans, spices, syrups, hot sauces, maple syrup, salad dressings, taco shells, seasonings, dinner kits, taco sauces, refried beans, salsa and other specialty food products which are sold to retailers and food service establishments. The Company distributes these products to retailers in the greater New York metropolitan area through a direct-store-organization sales and distribution system and elsewhere in the United States through a nationwide network of independent brokers and distributors. Sales of a number of the Company's products tend to be seasonal; however, in the aggregate, the Company's sales are not heavily weighted to any particular quarter. Sales during the first quarter of the fiscal year are generally below that of the following three quarters.

Business and Credit Concentrations

        The Company's exposure to credit loss in the event of non-payment of accounts receivable by customers is represented in the amount of such receivables. The Company performs ongoing credit evaluations of its customers' financial condition. As of January 3, 2004, the Company does not believe it has any significant concentration of credit risk with respect to its trade accounts receivable. The Company had no customers in fiscal 2001, 2002 or 2003 that exceeded 10% of consolidated net sales.

Disposition

        On January 17, 2001, the Company completed the sale of its wholly owned subsidiary, Burns & Ricker, Inc. ("Burns & Ricker"), to Nonni's Food Company, Inc. ("Nonni's") (the "B&R Disposition") pursuant to a stock purchase agreement of the same date under which the Company sold all of the issued and outstanding capital stock of Burns & Ricker to Nonni's for $26,000 in cash. The gain on the sale, net of transaction expenses, was approximately $3,100. The Company applied the net cash proceeds from the B&R Disposition toward the partial prepayment of term loans, as required under the Company's then existing credit facility.

Acquisition and Accounting

        On August 21, 2003, the Company acquired certain assets of The Ortega Brand of Business ("Ortega" or the "Ortega Acquisition") for approximately $118,179 in cash (the "Ortega Purchase Price"), including transaction costs, from Nestlé Prepared Foods Company ("Nestlé"). The Ortega Purchase Price was subject to a final adjustment based upon a defined inventory calculation in the related purchase agreement. In connection with this transaction, the Company entered into a $200,000 senior secured credit facility comprised of a $50,000 five-year revolving credit facility and a $150,000

F-7

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(1)    Nature of Operations (Continued)

six-year term loan facility. The proceeds of such senior secured credit facility were used to fund the Ortega Acquisition and refinance the Company's then-existing credit facility. See Note 6 (Long-term Debt).

        In connection with the Ortega Acquisition, the Company paid transaction fees to Bruckmann, Rosser, Sherrill & Co., Inc., a related party, aggregating $1,000. The Company recorded such transaction fees as part of the Ortega Purchase Price.

        The Ortega Acquisition has been accounted for using the purchase method of accounting and, accordingly, the assets acquired, liabilities assumed, and results of operations are included in the consolidated financial statements from the date of the Ortega Acquisition. The excess of the Ortega Purchase Price over the fair value of identifiable net assets acquired represents goodwill. Trademarks are deemed to have an indefinite useful life and are not amortized.

        The following table sets forth the allocation of the Ortega Purchase Price. The cost of the Ortega Acquisition has been allocated to tangible and intangible assets as follows:

Property, plant and equipment		$	5,964
Goodwill			76,310
Indefinite-life intangible assets—trademarks			30,700
Other assets, principally net current assets			6,960
Other liabilities, principally net current liabilities			(2,039	)
Deferred income tax asset			284
	Total	$	118,179

Unaudited Pro Forma Summary of Operations

        The following unaudited pro forma summary of operations for the fiscal years ended December 28, 2002 and January 3, 2004 and for the thirteen and twenty-six weeks ended June 28, 2003 presents the operations of the Company as if the Ortega Acquisition had occurred as of the beginning of each period presented. In addition to including the results of operations of the Ortega business, the unaudited pro forma information gives effect to interest on additional borrowings and changes in depreciation and amortization of property, plant and equipment.

	Year ended (unaudited)
					Thirteen Weeks Ended (Unaudited)		Twenty-six Weeks Ended (Unaudited)
	December 28, 2002		January 3, 2004
					June 28, 2003		June 28, 2003
Net sales	$	371,130	$	374,813	$	95,406	$	181,302
Net income		17,807		18,451		4,673		7,334
Basic net income (loss) available to common stockholders per common share	$	57.52	$	48.48	$	13.13	$	7.18
Diluted net income (loss) available to common stockholders per common share	$	43.04	$	36.28	$	9.82	$	5.38

F-8

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(1)    Nature of Operations (Continued)

        The unaudited pro forma information presented above does not purport to be indicative of the results that actually would have been attained if the Ortega Acquisition, and the related financing transactions, had occurred as of the beginning of each period presented and is not intended to be a projection of future results.

(2)    Summary of Significant Accounting Policies

(a)    Fiscal Year and Basis of Presentation

        The Company utilizes a 52-53 week fiscal year ending on the Saturday closest to December 31. Fiscal years 2001 and 2002 contain 52 weeks each. Fiscal year 2003, which ended January 3, 2004, contains 53 weeks.

        The financial statements are presented on a consolidated basis. All intercompany balances and transactions have been eliminated.

(b)    Interim Financial Information

        The consolidated financial statements and information in the notes to consolidated financial statements as of July 3, 2004 and for the thirteen and twenty-six weeks ended June 28, 2003 and July 3, 2004 are unaudited. In management's opinion, the unaudited consolidated financial statements include all adjustments, consisting of normal and recurring adjustments, that the Company considers necessary for a fair presentation, in all material respects, of its consolidated financial position, operating results, and cash flows for the interim date and the periods presented. The unaudited results of operations for the thirteen and twenty-six weeks ended July 3, 2004 are not necessarily indicative of the results to be expected for the full year or future periods.

(c)    Cash and Cash Equivalents

        For purposes of the consolidated statements of cash flows, all highly liquid debt instruments with maturities of three months or less when acquired are considered to be cash and cash equivalents.

(d)    Inventories

        Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out and average cost methods.

(e)    Property, Plant and Equipment

        Property, plant and equipment are stated at cost. Plant and equipment under capital leases are stated at the present value of the minimum lease payments. Depreciation on plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets, 12 to 20 years for buildings and improvements, 5 to 10 years for machinery and equipment, and 3 to 5 years for office furniture and vehicles. Plant and equipment held under capital leases and leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. Expenditures for maintenance, repairs and minor replacements are charged to current operations. Expenditures for major replacements and betterments are capitalized.

F-9

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(2)    Summary of Significant Accounting Policies (Continued)

(f)    Goodwill and Trademarks

        The Company adopted the Financial Accounting Standard Board's ("FASB") Statement of Financial Accounting Standard ("SFAS") No. 142 "Goodwill and Other Intangible Assets" on December 30, 2001. Goodwill and intangible assets not subject to amortization are tested for impairment at least annually in accordance with the provisions of SFAS No. 142. SFAS No. 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 144, "Accounting for Impairment or Disposal of Long-Lived Assets."

        Prior to the adoption of SFAS No. 142, goodwill was amortized on a straight line basis over 40 years and trademarks were amortized on a straight-line basis over 31 to 40 years. The amount of goodwill and other intangible asset impairment, if any, was measured based on projected discounted future net operating cash flows using a discount rate reflecting the Company's average cost of funds.

(g)    Deferred Debt Issuance Costs

        Debt issuance costs are capitalized and amortized using the effective interest method over the term of the related debt agreements and are classified as other non-current assets. Amortization of deferred debt issuance costs for fiscal years 2001, 2002 and 2003 was $1,972, $2,508 and $2,608, respectively. During the third quarter of fiscal 2003, a write-off of $1,831 of deferred debt costs was incurred in connection with the payment in full of the Term Loan B under the Company's then-existing Term Loan Agreement dated as of March 15, 1999.

(h)    Revenue Recognition

        Revenues are recognized when products are shipped. The Company reports all amounts billed to a customer in a sale transaction as revenue, including those amounts related to shipping and handling. Shipping and handling costs are included in cost of goods sold. As further described below, certain coupons and promotional expenses are recorded as a reduction of net sales.

        In April 2001, the Emerging Issue Task Force ("EITF") reached a consensus with respect to EITF Issue No. 00-25, "Vendor Income Statement Characterization of Consideration to a Purchaser of the Vendor's Products or Services" (as codified by EITF Issue 01-09), which became effective for the Company in the first quarter of 2002. The consensus includes a conclusion that consideration from a vendor to a retailer is presumed to be a reduction to the selling prices of the vendor's products and, therefore, should be characterized as a reduction of sales when recognized in the vendor's income statement. As required, the Company implemented the provisions of such EITF consensus in the first quarter of fiscal 2002 and, as a result, has reclassified certain prior period expenses as a reduction of net sales. Such reclassification reduces sales and gross margin, but does not have an impact on the Company's operating income or net income. Such expenses reclassified in accordance with the EITF consensus, as a reduction of net sales and sales, marketing and distribution expenses was $51,200 million for fiscal 2001.

        As required, the Company implemented the provisions of EITF Issue No. 00-14, "Accounting for Certain Sales Incentives" (as codified by EITF Issue 01-09) and Issue No. 00-25, "Vendor Income Statement Characterization of Consideration to a Purchaser of the Vendor's Products or Services" in the

F-10

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(2)    Summary of Significant Accounting Policies (Continued)

first quarter of fiscal 2002. The following table summarizes the reclassification of the prior period amounts as if the aforementioned new EITF consensuses had been implemented effective December 31, 2000:

	Year Ended December 29, 2001
	As Previously Presented		Reclassified
Net sales	$	332,433	$	279,779
Gross profit	$	139,908	$	87,254
Sales, marketing and distribution expenses	$	87,576	$	34,922

(i)    Advertising Costs

        Advertising costs are expensed as incurred. Advertising costs amounted to approximately $1,833, $2,202 and $3,499, for the fiscal years 2001, 2002, and 2003, respectively.

(j)    Income Taxes

        Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities of the Company are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax asset will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

(k)    Pension Plans

        The Company has defined benefit pension plans covering substantially all of its employees. The Company's funding policy is to contribute annually the amount recommended by its actuaries.

        In 2003, the FASB revised Statement No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits." The FASB's revision of Statement No. 132 requires new annual disclosures about the types of plan assets, investment strategy, measurement date, plan obligations and cash flows as well as the components of the net periodic benefit cost recognized in interim periods. In addition, SEC registrants are now required to disclose its estimates of contributions to the plan during the next fiscal year and the components of the fair value of total plan assets by type (e.g., equity securities, debt securities, real estate and other assets). The Company adopted the provisions of Statement No. 132 (revised), except for expected future benefit payments, which must be disclosed for fiscal years ending after June 15, 2004.

(l)    Fair Value of Financial Instruments

        Cash and cash equivalents, trade accounts receivable, trade accounts payable, accrued expenses and due to related party are reflected in the consolidated balance sheets at carrying value, which

F-11

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(2)    Summary of Significant Accounting Policies (Continued)

approximates fair value due to the short-term nature of these instruments. The fair value of the $220,000 Senior Subordinated Notes at January 3, 2004, based on quoted market prices, was $226,600. The carrying value of the Company's remaining borrowings approximates their fair value based on the current rates available to the Company for similar instruments.

(m)    Use of Estimates

        The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management of the Company to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates made by management involve trade and consumer promotion expenses, allowances for excess, obsolete and unsaleable inventories, and the recoverability of goodwill, trademarks, property, plant and equipment and deferred tax assets. Actual results could differ from those estimates.

(n)    Impairment of Long-Lived Assets

        In accordance with SFAS No. 144, long-lived assets, such as property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheet.

        Goodwill and trademarks not subject to amortization are tested annually for impairment, and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset's fair value.

        The Company performed an assessment to determine whether goodwill of the Company was impaired as of December 29, 2001, December 28, 2002 and January 3, 2004. In connection therewith, the Company determined that its operations consisted of one reporting unit. Under SFAS No. 142, goodwill impairment is deemed to exist if the net book value of a reporting unit exceeds its estimated fair value. The Company determined that, as of December 29, 2001 and December 28, 2002 and January 3, 2004, the fair value of the Company's single reporting unit exceeded its carrying amount, and therefore there is no indication that goodwill was impaired as of such dates. The Company will perform its annual impairment review each fiscal year end to measure goodwill for impairment.

        Effective as of December 30, 2001, the Company ceased the amortization of goodwill and all trademarks having indefinite useful lives. For fiscal 2001, amortization expense related to goodwill was $3,100 and $5,400 for trademarks.

F-12

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(2)    Summary of Significant Accounting Policies (Continued)

        The following table reconciles previously reported net income to net income adjusted as if the provisions of SFAS No. 142 were in effect in fiscal 2001:

	Year ended December 29, 2001
Reported net income	$	5,998
Add back: Goodwill amortization, net of income taxes		1,839
Add back: Trademark amortization, net of income taxes		3,271
Adjusted net income	$	11,108

        Prior to the adoption of SFAS No. 142 and No. 144, the Company accounted for long-lived assets in accordance with SFAS No. 121, "Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of." The impairment criteria and measurement requirements of SFAS No. 144 are substantially unchanged from those of SFAS No. 121 for assets held and used.

(o)    Derivative Financial Instruments

        The Company accounts for its derivative and hedging transactions in accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," and SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities" (collectively referred to as "Statement No. 133"). Statement No. 133 establishes accounting and reporting standards for derivative instruments and for hedging activities and requires an entity to recognize all derivative instruments either as an asset or a liability in the balance sheet and to measure such instruments at fair value. These fair value adjustments are to be included either in the determination of net income or as a component of accumulated other comprehensive income (loss) depending on the nature of the transaction. The Company has only limited involvement with derivative financial instruments and does not use them for trading purposes (see Note 6).

        In April 2003, the FASB issued Statement No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." Statement No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities." The Company adopted Statement No. 149 on July 1, 2003 and will apply it prospectively, as applicable.

(p)    Stock Option Plan

        The Company accounts for its stock option plan in accordance with the provisions of Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees", and related interpretations. As such, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price. SFAS No. 123, "Accounting for Stock-Based Compensation", permits entities to recognize as expense over the vesting period the fair value of all stock-based awards on the date of grant. Alternatively, SFAS No. 123 allows entities to continue to apply the provisions of APB Opinion No. 25 and provide pro forma net income and pro forma earnings per share disclosures for employee stock option grants made in 1995 and future years as if the fair-value-based method defined in SFAS No. 123 had been applied. The Company has elected to

F-13

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(2)    Summary of Significant Accounting Policies (Continued)

continue to apply the provisions of APB Opinion No. 25 and provide the pro forma disclosure provisions of SFAS No. 123.

        The following table illustrates the pro forma effect on net (loss) income if the fair value based method had been applied to all outstanding and unvested awards in each period.

															Twenty-six Weeks Ended
											Thirteen Weeks Ended
		Year Ended
											June 28, 2003		July 3, 2004		June 28, 2003			July 3, 2004
		2001			2002			2003
Net income as reported		$	5,998		$	15,245		$	15,168		$	4,030	$	5,751	$	6,271		$	11,065
Add stock-based employee compensation expense included in reported net income, net of tax			—			—			—			—		—		—			—
Deduct stock-based employee compensation expense determined under fair-value-based method for all awards, net of tax			(1	)		(1	)		(1	)		—		—		—			—
	Pro forma net income	$	5,997		$	15,244		$	15,167		$	4,030	$	5,751	$	6,271		$	11,065
	Basic net (loss) income available to common stockholders per common share	$	(41.59	)	$	33.22		$	17.35		$	7.03	$	18.65	$	(2.89	)	$	31.99
	Diluted net (loss) income available to common stockholders per common share	$	(41.59	)	$	24.86		$	12.99		$	5.26	$	13.96	$	(2.89	)	$	23.94

(q)    Adoption of New Accounting Standards

        In May 2003, the FASB issued Statement No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". Statement No. 150 establishes standards with respect to how an issuer classifies and measures in its statements of financial position certain financial instruments with characteristics of both liabilities and equity. Statement No. 150 requires that an issuer classify a financial instrument that is within the scope of such Statement as a liability because such financial instrument embodies an obligation of the issuer. The Company adopted Statement No. 150 on June 1, 2003 which has not impacted the Company's accounting for the mandatorily redeemable preferred stock.

        In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities, an interpretation of ARB No. 51". This Interpretation addresses the consolidation by business enterprises of variable interest entities as defined in the Interpretation. The Interpretation applies immediately to variable interests in variable interest entities created after January 31, 2003, and to variable interests in variable interest entities obtained after January 31, 2003. The application of this Interpretation has not had a material effect on the Company's consolidated financial statements.

(r)    Reclassifications

        Certain amounts in 2001 and 2002 have been reclassified to conform with the 2003 presentation.

(s)    Earnings Per Share

        The Company calculates earnings per share in accordance with SFAS No. 128, "Earnings Per Share." Basic earnings per share is calculated by dividing net (loss) income available to common shares

F-14

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(2)    Summary of Significant Accounting Policies (Continued)

(net (loss) income less dividends accumulating during the period for 13% Series A and B cumulative preferred stock and Series C senior preferred stock and other charges) by the weighted average common shares outstanding during the period. Diluted earnings per share is calculated similarly, except that it includes the dilutive effect of the assumed exercise of outstanding options and warrants (see note 10). Diluted loss per share is the same as basic loss per share because the Company's outstanding options and warrants are not included in the calculation, since the inclusion of such potential shares would be anti-diluted. The mandatorily redeemable preferred stock is excluded from the calculation as their conversion is contingent upon an initial public offering by the Company, see note 9.

	Fiscal Year Ended							Thirteen Weeks Ended				Twenty-six Weeks Ended
	December 29, 2001			December 28, 2002		January 3, 2004		June 28, 2003		July 3, 2004		June 28, 2003			July 3, 2004
	(Shares in thousands)							(Unaudited)		(Unaudited)		(Unaudited)			(Unaudited)
Net income	$	5,998		$	15,245	$	15,168	$	4,030	$	5,571	$	6,271		$	11,065
Less: preferred stock dividends accumulated and related charges		10,352			11,739		13,336		3,288		3,783		6,576			7,690
(Loss) income available to common stockholders	$	(4,354	)	$	3,506	$	1,832	$	742	$	1,968	$	(305	)	$	3,375
Basic shares outstanding		104.7			105.5		105.5		105.5		105.5		105.5			105.5
Weighted average basic net (loss) income available to common stockholders per common share	$	(41.59	)	$	33.23	$	17.36	$	7.03	$	18.65	$	(2.89	)	$	31.99
Weighted average diluted shares outstanding		104.7			141.0		141.0		141.0		141.0		105.5			141.0
Diluted net (loss) income available to common stockholders per common share	$	(41.59	)	$	24.87	$	12.99	$	5.26	$	13.96	$	(2.89	)	$	23.94

(3)    Inventories

      Inventories consist of the following:

		December 28, 2002		January 3, 2004		July 3, 2004
						(Unaudited)
Raw materials and packaging		$	13,601	$	14,916	$	22,250
Work in process			1,623		1,555		984
Finished goods			52,312		64,318		61,213
	Total	$	67,536	$	80,789	$	84,447

F-15

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts)

(4)    Property, Plant and Equipment, net

        Property, plant and equipment, net consists of the following:

		December 28, 2002			January 3, 2004			July 3, 2004
								(Unaudited)
Land		$	3,012		$	3,149		$	3,148
Buildings and improvements			14,431			17,146			17,248
Machinery and equipment			37,924			46,404			47,353
Office furniture and vehicles			7,472			8,759			8,751
Construction-in-progress			—			15			2,333
			62,839			75,473			78,833
Less: accumulated depreciation			(25,425	)		(31,533	)		(34,752	)
	Total	$	37,414		$	43,940		$	44,081

(5)    Leases

        The Company has several noncancelable operating leases, primarily for its corporate headquarters, warehouses, transportation equipment and machinery. These leases generally require the Company to pay all executory costs such as maintenance, taxes and insurance.

        The Company leases a manufacturing and warehouse facility from the Chairman of the Board of Directors of the Company under an operating lease which expires in April 2009. Total rent expense associated with this lease was $769 for fiscal years 2001, 2002 and 2003.

        Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) for the periods set forth below are as follows:

Years ended December:			Third Parties		Related Party
		2004	$	3,742	$	787
		2005		3,238		822
		2006		1,927		822
		2007		1,438		822
		2008		1,426		822
		Thereafter		620		274
	Total		$	12,391	$	4,349

        Total rental expense was $3,116, $2,957 and $3,161, for the fiscal years 2001, 2002 and 2003, respectively.

F-16

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(6)    Long-term Debt

        Long-term debt consists of the following:

			December 28, 2002		January 3, 2004		July 3, 2004
							(Unaudited)
Senior secured credit facility:
	Revolving credit facility		$	—	$	—	$	—
	Term Loan			—		149,625		148,875
	Term Loan B			54,856		—		—
95/8% Senior Subordinated Notes due August 1, 2007, net of unamortized discount of $1,060 and $829 at December 28, 2002 and January 3, 2004, respectively				218,940		219,171		219,287
		Total long-term debt		273,796		368,796		368,162
Less current installments				370		1,500		1,500
		Long-term debt, excluding current installments	$	273,426	$	367,296	$	366,662

        On March 15, 1999, the Company, specifically its wholly owned subsidiary B&G Foods, entered into a $280,000 senior secured credit facility (the "Prior Senior Secured Credit Facility"). The Prior Senior Secured Credit Facility was comprised of a $60,000 five-year Revolving Credit Facility, a $70,000 (initial amount) five-year Term Loan Facility ("Term Loan A") and a $150,000 (initial amount) seven-year Term Loan Facility ("Term Loan B" and collectively with Term Loan A, the "Term Loan Facilities"). Interest on the Prior Senior Secured Credit Facility was determined based on several alternative rates as stipulated in the Prior Senior Secured Credit Facility, including the base lending rate per annum plus an applicable margin or LIBOR plus an applicable margin. At December 28, 2002 the interest rate for Term Loan B was 5.40%. At December 29, 2001, the interest rate for Term Loan A and Term Loan B was 7.31% and 6.17% to 7.56%, respectively. The Prior Senior Secured Credit Facility was secured by substantially all of the Company's assets.

        On August 21, 2003, the Company, specifically its wholly owned subsidiary B&G Foods, entered into a newly amended and restated $200,000 senior secured credit facility, which was further amended and restated as of September 9, 2003 (the "Senior Secured Credit Facility"), comprised of a $50,000 five-year revolving credit facility ("Revolving Credit Facility") and a $150,000 six-year term loan facility ("Term Loan"). The proceeds of the Term Loan and of certain drawings under the Revolving Credit Facility were used: (i) to fund the Ortega Acquisition and to pay related transaction fees and expenses; and (ii) to fully pay off the Company's remaining obligations under Term Loan B of the Company's Prior Senior Secured Credit Facility. In connection therewith, the Company capitalized approximately $5,300 of new deferred debt issuance costs related to the Senior Secured Credit Facility and, in accordance with the applicable guidance of the FASB's Emerging Issues Task Force, wrote off $1,831 of deferred financing costs related to the Company's then-existing Term Loan B. With respect to the Senior Secured Credit Facility, interest is determined based on several alternative rates, including the base lending rate per annum plus an applicable margin, or LIBOR plus an applicable margin (4.52% at January 3, 2004 and 4.59% at July 3, 2004 (unaudited)). The Senior Secured Credit Facility is secured by substantially all of the Company's assets. The Senior Secured Credit Facility provides for mandatory prepayments upon the occurrence of certain events, including material asset dispositions and issuances

F-17

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(6)    Long-term Debt (Continued)

of securities. The Senior Secured Credit Facility contains covenants that restrict, among other things, the Company's ability to incur additional indebtedness, pay dividends and create certain liens. The Senior Secured Credit Facility also contains certain financial covenants, which, among other things, specify and define maximum capital expenditure limits, a minimum total interest coverage ratio and a maximum leverage ratio. Proceeds of the Senior Secured Credit Facility are restricted to funding the Company's working capital requirements, capital expenditures and acquisitions of companies in the same line of business as the Company, subject to certain additional criteria. The Senior Secured Credit Facility limits expenditures on acquisitions to $50,000 per acquisition unless the Company can satisfy certain leverage ratio requirements. The outstanding balances for the Revolving Credit Facility and the Term Loan at January 3, 2004 were $0 and $149,625 and July 3, 2004 (unaudited) were $0 and $148,875, respectively.

        The Revolving Credit Facility requires an annual commitment fee of an amount equal to 0.5% of the average daily unused portion of the Revolving Credit Facility. The Revolving Credit Facility also provides a maximum commitment for letters of credit of $5,000. The available borrowing capacity under the Revolving Credit Facility, net of outstanding letters of credit of $1,300, was approximately $48,700 at January 3, 2004 and, net of outstanding letters of credit of $636, was approximately $49,364 at July 3, 2004 (unaudited).

        The Company, specifically its wholly owned subsidiary B&G Foods, has outstanding $220,000 of 9⁵/8% Senior Subordinated Notes (the "Notes") due August 1, 2007 with interest payable semiannually on February 1 and August 1 of each year, of which $120,000 principal amount was originally issued in August 1997 and $100,000 principal amount (the "New Notes") was issued by the Company through a private offering of the notes completed on March 7, 2002 at a discount of $1,240. The Notes contain certain transfer restrictions. The proceeds from the issuance of the New Notes were used to pay off, in its entirety, the then outstanding balance under the Company's then-existing Term Loan A, and to reduce the amount outstanding under the Company's then-existing Term Loan B, and pay related deferred debt issuance costs.

        As part of a registration rights agreement dated March 7, 2002, the Company agreed to offer to exchange an aggregate principal amount of up to $220,000 of its 9⁵/8% Senior Subordinated Notes due 2007 (the "Exchange Notes") for a like principal amount of its Notes outstanding (the "Exchange Offer"). The terms of the Exchange Notes are identical in all material respects to those of the Notes (including principal amount, interest rate, maturity and guarantees), except for certain transfer restrictions and registration rights relating to the New Notes. The Exchange Offer was completed on June 27, 2002.

        The indentures for the Notes contain certain covenants that, among other things, limit the ability of the Company to incur additional debt, pay dividends or make certain other restricted payments, enter into certain transactions with affiliates, make certain asset dispositions, merge or consolidate with, or transfer substantially all of its assets to, another person, as defined, encumber assets under certain circumstances, restrict dividends and other payments from subsidiaries, engage in sale and leaseback transactions, issue capital stock, as defined, or engage in certain business activities.

        The Notes are redeemable at the option of the Company, in whole or in part, at any time at 103.208% of their principal amount plus accrued and unpaid interest and Liquidated Damages (as

F-18

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(6)    Long-term Debt (Continued)

defined in the indentures), if any, beginning August 1, 2003, 101.604% beginning August 1, 2004 and 100% beginning August 1, 2005. Upon the occurrence of a Change in Control, as defined, the Company will be required to make an offer to repurchase the Notes at a price equal to 101% of the principal amount, together with accrued and unpaid interest and Liquidated Damages, as defined, if any, to the date of repurchase. The Notes are not subject to any sinking fund requirements.

        On March 21, 2002, the Company entered into an interest rate swap agreement with a major financial institution pursuant to which the Company agreed to pay a variable rate of three-month LIBOR plus 5.65% on a notional amount of $100,000 in exchange for a fixed rate of 9.625%. Because the interest rate swap did not qualify as an effective hedge, changes in the fair value are recorded in the consolidated statement of operations. The Company sold the interest rate swap agreement on August 7, 2002 for $2,524. Included in the fiscal 2002 consolidated statement of operations is a derivative gain representing the change in fair value of the interest rate swap of $2,524.

        The Company has no assets or operations independent of its direct and indirect subsidiaries. All of the Company's indirect wholly owned subsidiaries (the "Guarantors") jointly and severally, and fully and unconditionally, guarantee the Notes (the "Subsidiary Guarantees"). There are no significant restrictions on the ability of the Company or any of its Guarantors, to obtain funds from its subsidiaries by dividend or loan. Consequently, separate financial statements have not been presented for the Guarantors because management has determined that they would not be material to investors. The Subsidiary Guarantee of each Guarantor is subordinate to the prior payment in full of all senior debt, as defined. As of January 3, 2004, the Company and its subsidiaries had senior debt and additional liabilities (including trade accounts payable, accrued expenses, amounts due to related parties, deferred income taxes and other liabilities) aggregating approximately $456,760.

        At December 28, 2002, January 3, 2004 and July 3, 2004 (unaudited), accrued interest of $9,328, $9,726 and $8,902, respectively, is included in accrued expenses in the accompanying consolidated balance sheets.

        The aggregate maturities of long-term debt are as follows:

Years ended December:
	2004		$	1,500
	2005			1,500
	2006			1,500
	2007			220,671
	2008			143,625
		Total	$	368,796

F-19

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(7)    Income Taxes

        Income taxes consist of the following:

			Year ended
			December 29, 2001		December 28, 2002		January 3, 2004
Current:
	Federal		$	54	$	3,252	$	4,150
	State			168		476		987
		Subtotal		222		3,728		5,137
Deferred:
	Federal			2,995		4,694		3,754
	State			812		838		628
		Subtotal		3,807		5,532		4,382
		Total	$	4,029	$	9,260	$	9,519

        Income tax expense differs from the expected income tax expense (computed by applying the U.S. federal income tax rate of 34% to income before income tax expense) as a result of the following:

			Year ended
			December 29, 2001			December 28, 2002		January 3, 2004
Computed expected tax expense			$	3,409		$	8,332	$	8,394
Increase (decrease):
	State income taxes, net of federal income tax benefit			647			867		1,066
	Nondeductible expenses, principally amortization of goodwill in 2001			855			61		59
	Gain on sale of assets			(844	)		—		—
	Other			(38	)		—		—
		Total	$	4,029		$	9,260	$	9,519

F-20

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(7)    Income Taxes (Continued)

        The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below:

			December 28, 2002			January 3, 2004
Deferred tax assets:
	Accounts receivable, principally due to allowance		$	44		$	48
	Inventories, principally due to additional costs capitalized for tax purposes			355			948
	Accruals and other liabilities not currently deductible			1,539			1,989
	Net operating loss carryforwards			3,338			2,560
	Deferred financing costs			206			871
		Total gross deferred tax assets		5,482			6,416
Less valuation allowance				(1,282	)		(1,282	)
		Net deferred tax assets		4,200			5,134
Deferred tax liabilities:
	Plant and equipment			(4,559	)		(5,470	)
	Intangible assets			(37,439	)		(42,070	)
	Derivative gain			(763	)		(253	)
		Total gross deferred tax liabilities		(42,761	)		(47,793	)
		Net deferred tax liability	$	(38,561	)	$	(42,659	)

        In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income and reversal of deferred tax liabilities over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences, net of the existing valuation allowances at December 28, 2002 and January 3, 2004. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during future periods are reduced. The valuation allowance at December 28, 2002 and January 3, 2004 was $1,282 and represents the allowance for certain fully reserved state net operating loss carryforwards of $23,206 and $22,955, respectively, which are available to offset future state taxable income, if any, through 2007. The Company established a valuation allowance for the deferred tax assets associated with state net operating loss carryforwards at December 28, 2002 because management believes that based upon historical and projected state taxable income, it is not more likely than not that the deferred tax asset related to such net operating loss carryforwards will not be realized. Any future utilization of acquired state net operating loss carryforwards will result in an adjustment to goodwill to the extent it reduces the valuation allowance.

F-21

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(7)    Income Taxes (Continued)

        At January 3, 2004, the Company has net operating loss carryforwards for federal income tax purposes of $3,566 which are available to offset future federal taxable income, if any, through 2020. As a result of the Company's acquisitions in prior years, the annual utilization of the net operating loss carryforwards acquired is limited under certain provisions of the Internal Revenue Code.

(8)    Redeemable Preferred Stock

        The Company's Certificate of Incorporation provides that they may issue 100,000 shares of Preferred Stock, $.01 par value per share, 22,000 of which are currently designated as the 13% Series A Cumulative Preferred Stock (the "13% Series A Cumulative Preferred Stock"), 35,000 shares of which are currently designated as the 13% Series B Cumulative Preferred Stock (the "13% Series B Cumulative Preferred Stock") and 25,000 of which are currently designated as the Series C Senior Preferred Stock (the "Series C Senior Preferred Stock"(See note 9)).

        With respect to dividend rights and rights on liquidation, winding up and dissolution of the Company, the Series C Senior Preferred Stock ranks senior to the 13% Series B Cumulative Preferred Stock and each rank senior to the 13% Series A Cumulative Preferred Stock. The Series C Senior Preferred Stock, the 13% Series B Cumulative Preferred Stock and the 13% Series A Cumulative Preferred Stock each rank senior to the Common Stock of the Company.

13% Series A Cumulative Preferred Stock

        Dividends.    Each holder of 13% Series A Cumulative Preferred Stock is entitled to receive, when, as and if declared by the Board of Directors of the Company, out of funds legally available therefor, cash dividends on each share of 13% Series A Cumulative Preferred Stock at a rate per annum equal to 13%, which dividends are cumulative without interest, whether or not earned or declared, on a daily basis, and are payable annually in arrears. These dividends amount to $20,768 and $26,113 as of December 28, 2002 and January 3, 2004. The liquidation value aggregates to $41,109 and $46,453 as of December 28, 2002 and January 3, 2004.

        Optional Redemption.    The Company may, at its option, redeem at any time, from any source of funds legally available therefore, in whole or in part, any or all of the shares of 13% Series A Cumulative Preferred Stock, at a redemption price equal to 100% of the then effective liquidation preference per share, plus an amount equal to a prorated dividend for the period from the dividend payment date immediately prior to the redemption date to the redemption date.

13% Series B Cumulative Preferred Stock

        Dividends.    Each holder of 13% Series B Cumulative Preferred Stock is entitled to receive, when, as and if declared by the Board of Directors of the Company, out of funds legally available therefor, cash dividends on each share of 13% Series B Cumulative Preferred Stock at a rate per annum equal to 13%, which dividends are cumulative without interest, whether or not earned or declared, on a daily basis, and are payable annually in arrears. These dividends amount to $9,496 and $12,031 as of December 28, 2002 and January 3, 2004. The liquidation value aggregates to $19,496 and $22,031 as of December 28, 2002 and January 3, 2004.

F-22

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(8)    Redeemable Preferred Stock (Continued)

        Optional Redemption.    The Company may, at its option, redeem at any time, from any source of funds legally available therefore, in whole or in part, any or all of the shares of 13% Series B Cumulative Preferred Stock, at a redemption price equal to 100% of the then effective liquidation preference per share, plus an amount equal to a prorated dividend for the period from the dividend payment date immediately prior to the redemption date to the redemption date.

        Warrants.    The holders of the 13% Series B Cumulative Preferred Stock received warrants exercisable to purchase an aggregate of 11,735.61 shares of Common Stock, with an exercise price of $0.01 per share and an expiration date of December 22, 2009. These warrants remain outstanding at January 3, 2004.

(9)    Mandatorily Redeemable Preferred Stock

Series C Senior Preferred Stock

        Dividends.    When and as declared by the Company's Board of Directors and to the extent permitted under the General Corporation Law of the State of Delaware, the Company will pay preferential dividends to the holders of the Series C Senior Preferred Stock. Dividends on each share of Series C Senior Preferred Stock (each a "Senior Share") accrue at a rate of 14% per annum. Such dividends accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Company legally available for the payment of dividends. To the extent that all accrued dividends are not paid on each June 30 and December 31 of each year beginning June 30, 2000 (the "Dividend Reference Dates"), all dividends which have accrued on each Senior Share outstanding during the six-month period (or other period in the case of the initial Dividend Reference Date) ending upon each such Dividend Reference Date will be accumulated and added to the liquidation value of such Senior Shares. These dividends amount to $12,664 and $18,122 as of December 28, 2002 and January 3, 2004. The liquidation value aggregates to $37,664 and $43,122 as of December 28, 2002 and January 3, 2004. Such dividends are charged to net income available to common stockholders.

        In the sole discretion of the Company, any dividends accruing on the Senior Shares may be paid, in lieu of cash dividends, by the issuance of additional Senior Shares (including fractional Senior Shares) having an aggregate liquidation value at the time of such payment equal to the amount of the dividend to be paid; provided, that if the Company pays less than the total amount of dividends then accrued on the Senior Preferred Stock in the form of additional Senior Shares, such payment in Senior Shares shall be made pro rata to the holders of Senior Shares based upon the aggregate accrued but unpaid dividends on the Senior Shares held by each such holder.

        Mandatory Redemption.    On the earliest of (x) December 22, 2009, (y) the date of consummation of a change in control as defined in the Certificate of Designation for the Series C Senior Preferred Stock and (z) six months after the date of consummation of an initial public offering (the "Scheduled Redemption Date"), the Company is required to redeem all issued and outstanding Senior Shares, at a price per Senior Share equal to the liquidation value of $25,000 (plus all accumulated, accrued and unpaid dividends thereon).

F-23

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(9)    Mandatorily Redeemable Preferred Stock (Continued)

        Optional Redemption.    The Company may at any time, except within ninety days prior to the date of consummation of an initial public offering, redeem all or any portion of the Series C Senior Preferred Stock then outstanding at a price per Series C Senior Share equal to the optional redemption prices (expressed as percentages of liquidation value thereof) set forth below plus all accumulated, accrued and unpaid dividends thereon, if any, to the applicable redemption date, if redeemed during the 12-month period beginning on December 22 in the years indicated below:

Year	Percentage
1999	107	%
2000	106	%
2001	105	%
2002	104	%
2003	103	%
2004	102	%
2005	101	%
2006 and thereafter	100	%

        Notwithstanding the foregoing sentence and subject to the rights of the holders of Senior Shares described below with respect to conversion, upon the consummation at any time of an initial public offering, the Company may redeem all or any portion of the Series C Senior Preferred Stock then outstanding at a price per Senior Share equal to the liquidation value thereof (plus all accumulated, accrued and unpaid dividends thereon).

        For each Senior Share which is to be redeemed, the Company will be obligated on the redemption date to pay to the holder thereof an amount in immediately available funds (or other assets of the Companys resulting from a change in control in the case of a redemption pursuant to a change in control) equal to the liquidation value thereof (plus all accumulated, accrued and unpaid dividends thereon).

        Optional Conversion.    Upon the consummation of an initial public offering (the "Conversion Event"), each Senior Share shall, at the one-time option of the holder of such Senior Share, be converted (and the rights of the holder of the Senior Shares shall cease) into a number of shares of the Company's Common Stock equal to the (i) liquidation value of such Senior Share as of the date of such Conversion Event (plus all accumulated, accrued and unpaid dividends thereon) divided by (ii) the price at which each share of Common Stock is concurrently sold in such initial public offering.

        Warrants.    The holders of Senior Shares received warrants exercisable to purchase an aggregate of 16,429.86 shares of Common Stock, with an exercise price of $0.01 per share and an expiration date of December 22, 2009. The fair value of the warrants granted during 1999 was $10 on the date of issuance using the Black Scholes pricing model with the following weighted assumptions:

	2001
Expected dividend yield	0.0%
Risk-free interest rate	4.75%
Expected life	10 years
Expected annual volatility	67%

F-24

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(9)    Mandatorily Redeemable Preferred Stock (Continued)

        The warrants were accounted for as a discount of the mandatorily redeemable preferred stock and the accretion of such warrants are charged to net income available for common stockholders.

(10)    Capital Stock and Stock Option Plan

        1997 Incentive Stock Option Plan.    In 1997, the Company adopted the B&G Foods Holdings Corp. 1997 Incentive Stock Option Plan (the "Option Plan") for the Company's and its subsidiaries' key employees. The Option Plan authorizes for grant to key employees and officers options for up to 6,700 shares of Holding's common stock. The Option Plan authorizes the Company to grant either (i) options intended to constitute incentive stock options under the Internal Revenue Code of 1986 or (ii) non-qualified stock options. The Option Plan provides that it may be administered by the Company's Board of Directors or a committee designated by Companys' Board of Directors. The Company's Board of Directors has designated a committee comprised of Stephen C. Sherrill and Thomas J. Baldwin. Options granted under the Option Plan will be exercisable in accordance with the terms established by the Company's Board of Directors. Under the Option Plan, the Company's Board of Directors determines the exercise price of each option granted, which in the case of incentive stock options, cannot be less than fair value. All option grants have been made at fair value as determined by a third party valuation. Options will expire on the date determined by the Company's Board of Directors, which may not be later than the tenth anniversary of the date of grant. The options vest ratably over 5 years. During fiscal year 2001, options to purchase 700 shares of our common stock were granted to an executive of the Company. No other options were granted during fiscal year 2001 and no options were granted during fiscal 2002 or 2003. As of January 3, 2004, options to purchase 6,625 shares of our common stock, all of which were incentive stock options, had been granted since the inception of the Option Plan, and 75 additional shares were available for grant under the plan.

        Other Stock Options.    Pursuant to the terms of a license agreement between Emeril's Food of Love Productions, LLC ("EFLP") and B&G Foods, Inc. dated June 2000, the Company granted EFLP and William Morris Agency, Inc. 619 and 69 stock options, respectively. All such options are exercisable at a price of $10.00 per share of Common Stock, are fully vested and expire on June 9, 2010. The Company recorded the options at fair value and expensed such options in 2000.

        The per share weighted average fair value of stock options granted during 2001 was $8.33 on the date of grant using the Black Scholes option-pricing model with the following weighted assumptions:

	2001
Expected dividend yield	0.0%
Risk-free interest rate	4.9%
Expected life	10 years
Expected annual volatility	67%

F-25

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(10)    Capital Stock and Stock Option Plan (Continued)

        Stock option activity during the periods indicated is as follows:

		Number of shares	Option exercise price per share		Weighted-avg. exercise price per share
Options outstanding at December 30, 2000		6,613	$	10.00	$	10.00
	Granted	700		10.00		10.00
	Canceled	—		—		—
Options outstanding at December 29, 2001		7,313	$	10.00		10.00
	Granted	—		—		—
	Canceled	—		—		—
Options outstanding at December 28, 2002		7,313	$	10.00		10.00
	Granted	—		—		—
	Canceled	—		—		—
Options outstanding at January 3, 2004		7,313	$	10.00		10.00
Options exercisable at January 3, 2004		7,033	$	10.00		10.00

        At January 3, 2004, the exercise prices and weighted-average remaining contractual life of outstanding options were $10.00 per share and three to seven years, respectively.

        At December 28, 2002 and January 3, 2004, the number of options exercisable was 6,205 and 6,345, respectively, and the weighted-average exercise price of those options were $10.00 per share.

        Warrants.    As of January 3, 2004, the Company had issued and outstanding presently exercisable warrants to purchase an aggregate of 28,165.47 shares of Common Stock, with an exercise price of $0.01 per share and an expiration date of December 22, 2009.

F-26

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts)

(11)    Pension Benefits

        The Company has defined benefit pension plans covering substantially all of its employees. The benefits are based on years of service and the employee's compensation, as defined. The Company makes annual contributions to the plans equal to the maximum amount that can be deducted for income tax purposes. The following table sets forth our defined benefit pension plans' benefit obligation, fair value of plan assets and funded status recognized in the consolidated balance sheets:

	December 28, 2002			January 3, 2004
Change in benefit obligation:
Benefit obligation at beginning of period	$	9,415		$	11,366
Acquired plan		0			360
Amendment to plan		0			10
Actuarial gain		828			2,955
Service cost		716			985
Interest cost		667			832
Benefits paid		(260	)		(321	)
Benefit obligation at end of period		11,366			16,187
The accumulated benefit obligation at December 28, 2002 and January 3, 2004 was $8,708 and $12,333, respectively.
Change in plan assets:
Fair value of plan assets at beginning of period		5,740			6,790
Actual (loss) gain on plan assets		(70	)		914
Employer contributions		1,380			2,408
Benefits paid		(260	)		(321	)
Fair value of plan assets at end of period		6,790			9,791
Employer contributions and benefits paid in the above table include only those amounts contributed directly to, or paid directly from, plan assets.
Funded status		(4,576	)		(6,396	)
Unrecognized prior service cost		6			14
Unrecognized net actuarial loss		1,515			4,104
Accrued pension cost	$	(3,055	)	$	(2,278	)
Amount recognized in the consolidated balance sheets:
Accrued benefit cost at beginning of period	$	(3,545	)	$	(3,055	)
Acquired plan		0			360
Net periodic pension cost		890			1,271
Contributions		1,380			2,408
Accrued pension cost at end of period	$	(3,055	)	$	(2,278	)

F-27

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(11)    Pension Benefits (Continued)

	December 28, 2002		January 3, 2004
Weighted-average assumptions as of December 28, 2002 and January 3, 2004
Discount rate	6.75	%	6.25	%
Rate of compensation increase	4.00	%	4.00	%
Expected long-term rate of return	7.25-8.25	%	6.50-8.25	%

        Net periodic cost includes the following components:

		Year ended									Thirteen Weeks Ended						Twenty-six Weeks Ended
		December 29, 2001			December 28, 2002			January 3, 2004			June 28, 2003			July 3, 2004			June 28, 2003			July 3, 2004
Service cost—benefits earned during the period		$	652		$	716		$	985		$	234		$	337		$	468		$	676
Interest cost on projected benefit obligation			601			667			832			206			257			412			517
Expected return on plan assets			(515	)		(503	)		(632	)		(158	)		(204	)		(316	)		(413	)
Net amortization and deferral			(53	)		10			86			21			46			42			93
	Net pension cost	$	685		$	890		$	1,271		$	303		$	436		$	606		$	873

        The asset allocation for the Company's pension plans at the end of 2002 and 2003, and the target allocation for 2004, by asset category, follows. The fair value of plan assets for these plans is $6,790 and $9,791 at the end of 2002 and 2003, respectively. The expected long-term rate of return on these plan assets was 8.25% in 2002 and 8.25% in 2003.

        The Company's pension plan assets are managed by outside investment managers; assets are rebalanced at the end of each quarter. The Company's investment strategy with respect to pension assets is to maximize return while protecting principal. The investment manager has the flexibility to adjust the asset allocation and move funds to the asset class that offers the most opportunity for investment returns.

			Percentage of Plan Assets at Year End
Asset Category	Target Allocation 2004
			2003		2002
Equity securities	62	%	88	%	39	%
Fixed income securities	37	%	7	%	40	%
Cash	1	%	5	%	21	%
Total	100	%	100	%	100	%

F-28

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(11)    Pension Benefits (Continued)

        Information about the expected cash flows for the pension plan follows:

	Pension Benefits
Company contribution
2004	$	1,300
Expected Benefit Payments
2004	$	353
2005		405
2006		439
2007		557
2008		617
2009-2013		4,627

        The Company sponsors a defined contribution plan covering substantially all of its employees. Employees may contribute to this plan and these contributions are matched at varying amounts by the Company. Contributions for the matching component of this plan amounted to $453, $523 and $587 for fiscal 2001, fiscal 2002 and fiscal 2003, respectively.

        Pension expense relating to a multi-employer pension plan amounted to $390, $459 and $559 for the fiscal 2001, fiscal 2002 and fiscal 2003, respectively.

(12)    Related-Party Transactions

        The Company is party to a management agreement (the "Management Agreement") with Bruckmann, Rosser, Sherrill & Co., Inc. ("BRS & Co."), the manager of BRS, pursuant to which BRS & Co. is paid an annual fee of $500 per year for certain management, business and organizational strategy, and merchant and investment banking services. The Management Agreement will expire on the earlier of December 27, 2006 and the date that BRS owns less than 20% of the outstanding common stock of the Company.

        The Company is also party to a transaction services agreement pursuant to which BRS & Co. will be paid a transaction fee for management, financial and other corporate advisory services rendered by BRS & Co. in connection with acquisitions by the Company, which fee will not exceed 1.0% of the total transaction value. In connection with the Ortega Acquisition, the Company paid transaction fees to BRS aggregating $1,000. The Company recorded such transaction fees as part of the Ortega Purchase Price. No such fees were paid in fiscal years 2001 and 2002.

        As described in Note 5, the Company leases a manufacturing and warehouse facility from the Chairman of the Board of Directors of the Company.

        "Due to related party" at December 28, 2002 and January 3, 2004 includes management fees to BRS.

F-29

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(13)    Commitments and Contingencies

        On January 17, 2001, the Company became aware that fuel oil from its underground storage tank at its Roseland, New Jersey facility had been released into the ground and into a brook adjacent to such property. Since January 17, 2001, together with the Company's environmental services firms, B&G has worked to clean-up the oil in cooperation with the New Jersey Department of Environmental Protection ("NJDEP"). After completion of the work the Company submitted the findings to the NJDEP along with recommendations for no further action. The NJDEP responded that additional investigation was required before it could agree to the no further action recommendations. The additional work has been conducted and the Company is awaiting the NJDEP's response. While the NJDEP could assert that more work is required, the cost of such work is not expected to have a material adverse effect on B&G's consolidated financial condition, results of operations or liquidity. The Company recorded a charge of $1,100 in the first quarter of fiscal 2001 to cover the expected cost of the clean-up. In the third quarter of fiscal 2001, B&G received an insurance reimbursement of $200 and accrued an additional $100 for certain remaining miscellaneous expenses. Management believes that substantially all estimated expenses relating to this matter have been incurred and paid as of January 3, 2004. At December 28, 2002 there was $100 accrued related to this matter.

        In January 2002, the Company was named as a third-party defendant in an action regarding environmental liability under the Comprehensive Environmental Response, Compensation and Liability Act, or Superfund, for alleged disposal of waste by White Cap Preserves, an alleged predecessor of the Company, at the Combe Fill South Landfill, a Superfund site. In February 2003, B&G paid $100 in settlement of all asserted claims arising from this matter, and in March 2003, a bar order was entered by the United States District Court for the District of New Jersey protecting B&G, subject to a limited re-opener clause, from any claims for contribution, natural resources damages and certain other claims related to the action until such time that the litigation is dismissed. The $100 and a portion of the legal fees were reimbursed by the purchaser of White Cap Preserves pursuant to an indemnity wherein they acquired that liability.

        The Company is involved in various other claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these other matters will not have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity.

        The Company is subject to environmental regulations in the normal course of business. Management believes that the cost of compliance with such regulations will not have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity.

        On January 3, 2004 and July 3, 2004 (unaudited), the Company had purchase commitments with various suppliers to purchase certain raw materials in the aggregate amount of approximately $8,926 and $10,566, respectively. Management believes that all such commitments will be fulfilled within one year.

F-30

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(14)    Quarterly Financial Data (unaudited)

		First Quarter			Second Quarter		Third Quarter			Fourth Quarter		Year
Net sales
	2003	$	67,454		$	76,369	$	83,310		$	101,223	$	328,356
	2002	$	66,210		$	77,850	$	70,900		$	78,717	$	293,677
Gross profit
	2003	$	20,066		$	23,507	$	26,085		$	32,524	$	102,182
	2002	$	20,705		$	24,274	$	22,197		$	22,794	$	89,970
Net income available to common stockholders
	2003	$	(1,047	)	$	742	$	(154	)	$	2,291	$	1,832
	2002	$	124		$	1,812	$	886		$	684	$	3,506
Basic net (loss) income available to common stockholders per common share
	2003	$	(9.92	)	$	7.03	$	(1.46	)	$	21.71	$	17.36
	2002	$	1.18		$	17.18	$	8.40		$	6.47	$	33.23
Diluted net (loss) income available to common stockholders per common share
	2003	$	(9.92	)	$	5.26	$	(1.46	)	$	16.25	$	12.99
	2002	$	0.88		$	12.85	$	6.28		$	4.86	$	24.87

F-31

Schedule II

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES

Schedule of Valuation and Qualifying Accounts

(Dollars in thousands)

Column A	Column B		Column C				Column D			Column E
			Additions
Description	Balance at beginning of period		Charged to costs and expenses		Charged to other accounts—describe		Deductions—describe			Balance at end of period
Year ended December 29, 2001:
Allowance for doubtful accounts	$	465	$	118	$	—	$	128	(a)	$	455
Environmental reserves		—	$	1,200		—	$	1,120	(b)	$	80
Year ended December 28, 2002:
Allowance for doubtful accounts	$	455	$	84		—	$	75	(a)	$	464
Environmental reserves	$	80	$	100		—	$	80	(c)	$	100
Year ended January 3, 2004:
Allowance for doubtful accounts	$	464	$	711		—	$	649	(a)	$	526
Environmental reserves	$	100	$	—		—	$	100	(c)	$	—

(a)

Represents bad-debt write-offs.

(b)

Represents payments of $870 and an insurance reimbursement of $250.

(c)

Represents payments.

F-32

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Nestlé Prepared Foods Company:

        We have audited the accompanying Statement of Net Assets Sold as of December 31, 2002 and the related Statement of Direct Revenue and Direct Expenses for the year ended December 31, 2002 of The Ortega Brand of Business ("Ortega"). These financial statements are the responsibility of Nestlé Prepared Foods Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

        We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        The accompanying financial statements were prepared to present the assets sold and the liabilities assumed pursuant to the Asset Purchase Agreement (the "Agreement") between Nestlé Prepared Foods Company, Ortega Holdings Inc. (formerly known as O Brand Acquisition Corp.) and B&G Foods, Inc. as described in note 2, and the direct revenue and direct expenses of Ortega, and are not intended to be a complete presentation of Ortega's financial position, results of operations, or cash flows.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets sold of Ortega as of December 31, 2002, and Ortega's direct revenue and direct expenses for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America.

        As discussed in note 2 to the financial statements, Ortega restated its statement of net assets sold as of December 31, 2002.

/s/  KPMG LLP    

Short Hills, New Jersey
October 10, 2003, except as to
the second paragraph
of note 2, which is as of
November 7, 2003

F-33

THE ORTEGA BRAND OF BUSINESS

Statements of Net Assets Sold

December 31, 2002
(Dollars in Thousands)

			Dec. 31, 2002		June 30, 2003
					(unaudited)
Assets:
	Inventory		$	6,347	$	6,658
	Property, Plant & Equipment, net			7,094		6,525
		Total Assets	$	13,441	$	13,183
Liabilities:
	Accrued Liabilities		$	2,157	$	1,660
		Total Liabilities		2,157		1,660
		Net Assets Sold	$	11,284	$	11,523

See accompanying Notes to the Financial Statements.

F-34

THE ORTEGA BRAND OF BUSINESS

Statements of Direct Revenue and Direct Expenses

Year Ended December 31, 2002
(Dollars in Thousands)

		Year Ended Dec. 31, 2002		Six Months Ended June 30, 2002		Six Months Ended June 30, 2003
				(unaudited)		(unaudited)
Direct Revenue, net		$	77,453	$	38,069	$	37,479
Direct Sales Commissions			1,790		451		1,273
Direct Cost of Sales			41,220		20,825		19,681
Direct Transportation			4,612		2,098		2,115
	Margin Contribution		29,831		14,695		14,410
Direct Marketing and Other Expenses			10,563		4,196		5,875
	Product Contribution		19,268		10,499		8,535
Direct Fixed Distribution			2,498		1,185		1,125
Direct Selling, Administrative and Other			7,663		3,746		4,153
Excess of Direct Revenue over Direct Expenses		$	9,107	$	5,568	$	3,257

See accompanying Notes to the Financial Statements.

F-35

THE ORTEGA BRAND OF BUSINESS
Notes to Financial Statements
(Dollars in Thousands)
December 31, 2002
(Information as of June 30, 2003 and for the six months ended
June 30, 2002 and June 30, 2003 is unaudited)

(1)    Background

        The Ortega brand of business ("Ortega") of Nestlé Prepared Foods Company (the "Seller") and certain of its affiliates (together with the Seller, "Nestlé") is a leading manufacturer of shelf-stable Mexican food products for the retail and foodservice markets in the United States of America. Ortega's products include taco shells, seasonings, dinner kits, taco sauce, peppers, refried beans, salsa and related Mexican food products sold under the Ortega brand.

        On July 29, 2003, B&G Foods, Inc. ("B&G") and Ortega Holdings Inc. (formerly known as O Brand Acquisition Corp.), a wholly-owned subsidiary of B&G (the "Buyer"), entered into an asset purchase agreement (the "Agreement") with the Seller, pursuant to which the Buyer purchased certain assets and assumed certain liabilities of Nestlé pertaining to the Ortega brand of Mexican food products and the Stoughton, Wisconsin manufacturing facility. This transaction was consummated on August 21, 2003. Excluded from the sale were the Ortega lines of cheese sauces, dipping cups and the Ortega ¡Amigo! dispensing units sold into the foodservice and club channels which Nestlé will continue to sell under the Ortega brand through a transitional license. Prior to this transaction, the Ortega business was operated as a part of Nestlé. During the year ended December 31, 2002, approximately 87% of Ortega sales were to retail customers with the remaining 13% to customers in the foodservice channel.

(2)    Basis of Presentation

        The Statement of Net Assets Sold and the Statement of Direct Revenue and Direct Expenses consist of account balances specifically identified by Nestlé's management. The accompanying financial statements were prepared to present only certain assets sold to and liabilities assumed by B&G pursuant to the Agreement and revenue and expenses related to the Ortega branded products of Nestlé. While these financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, they are not intended to be a complete presentation of the assets, liabilities, revenue and expenses of the Ortega brand of business.

        The Company has restated its statements of net assets sold at June 30, 2003 (unaudited) and December 31, 2002, to reflect a reduction of inventory in the amount of $1,618 and $2,139, respectively. This reduction was due to certain inventory at these respective dates that was held at a supplier and owned by the supplier, but was included in inventory when the Ortega account balances were identified by Nestle's management when preparing the statements of net assets sold for Ortega which were included in the Form 8-K/A filed by B&G Foods, Inc. with the Securities and Exchange Commission on October 20, 2003. The reduction of inventory had no effect on the accompanying statements of direct revenue and direct expenses of Ortega for the six month periods ended June 30, 2003 (unaudited) and 2002 (unaudited) and the year ended December 31, 2002 as Nestle also recorded an offsetting liability, which was not an assumed liability in the Agreement, in an amount equal to such inventory, and no amounts were recorded that effected Ortega's results of operations until such time that the products were shipped to third party customers.

        Nestlé does not account for Ortega as a separate entity. Accordingly, the information included in the accompanying financial statements has been obtained from Nestlé's consolidated financial records.

F-36

THE ORTEGA BRAND OF BUSINESS
Notes to Financial Statements
(Dollars in Thousands)
December 31, 2002
(Information as of June 30, 2003 and for the six months ended
June 30, 2002 and June 30, 2003 is unaudited) (Continued)

(2)    Basis of Presentation (Continued)

The financial statements include allocations as discussed in note 3. Nestlé's management believes that the allocations are reasonable; however, these allocated expenses are not necessarily indicative of costs that would have been incurred by Ortega on a stand-alone basis, since certain other expenses, as discussed in note 3, are incurred for services provided to, or on behalf of, Ortega that are not included in the accompanying financial statements. Tax expense has not been included in the Statement of Direct Revenue and Direct Expenses, as this expense is not specifically identifiable to Ortega.

        The Statement of Net Assets Sold includes only those assets and liabilities that are included in the Agreement. Additionally, the Statement of Direct Revenue and Direct Expenses excludes the results of discontinued operations, namely a frozen line of Ortega products that was launched in 1999 and subsequently discontinued in 2002.

        Under Nestlé's centralized cash management system, cash requirements of Ortega are provided directly by Nestlé, and cash generated by Ortega is remitted directly to Nestlé. Transaction systems (e.g., payroll, employee benefits, accounts receivable, accounts payable) used to record and account for cash transactions are provided by centralized company organizations outside the defined scope of the Ortega business. Most of the corporate systems are not designed to track assets/liabilities and receipts/payments on a product specific basis. Given these constraints, and the fact that only certain assets and liabilities of Ortega have been sold, a statement of cash flows could not be prepared.

(3)    Significant Accounting Policies

(a)

Revenue Recognition

        Revenue is recognized when the products are shipped and when the risks and rewards of ownership of the goods have been transferred to the buyer. Direct revenue represents the sale of products, net of sales rebates and an estimate of product returns. Volume, promotional, price, cash and other discounts and customer incentives are accounted for as a reduction of revenue in accordance with Emerging Issues Task Force ("EITF") No. 01-09, "Accounting for the Consideration Given by a Vendor to a Customer."

(b)

Direct Cost of Sales

        Direct cost of sales includes all variable and fixed costs associated with producing the product, including raw materials, packaging supplies, direct labor, indirect labor, the cost of goods purchased from third parties and fixed factory overheads including depreciation.

(c)

Direct Marketing and Other Expenses

        Direct marketing expenses represent all non-trade promotion marketing, which includes media advertising, fixed promotions and market research. Other expenses primarily include packaging design costs, product donations and plant trials. Direct marketing and other expenses includes allocated overhead expenses of $43, $173, and $359 for the six-month periods ended June 30, 2003 (unaudited) and June 30, 2002 (unaudited) and the year ended December 31, 2002, respectively. Direct marketing

F-37

THE ORTEGA BRAND OF BUSINESS
Notes to Financial Statements
(Dollars in Thousands)
December 31, 2002
(Information as of June 30, 2003 and for the six months ended
June 30, 2002 and June 30, 2003 is unaudited) (Continued)

(3)    Significant Accounting Policies (Continued)

and other expenses are allocated based on an estimate of the sales of Ortega compared to the combined total sales of the Seller and Nestlé USA, Inc. ("Nestlé USA"), an affiliate of the Seller.

(d)

Direct Fixed Distribution

        Direct fixed distribution expenses represent costs associated with the operation of Nestlé's centralized distribution facilities, including storage and handling, facility-related inventory management and order entry systems and related corporate administrative support services. Direct fixed distribution includes $281, $345, and $728 of allocated overhead costs for the six-month periods ended June 30, 2003 (unaudited) and June 30, 2002 (unaudited), and the year ended December 31, 2002, respectively, allocated to Ortega based on an estimate of the sales of Ortega compared to the combined total sales of the Seller and Nestlé USA.

(e)

Direct Selling, Administrative and Other Expenses

        Direct selling, administrative and other expenses are either specifically identifiable to Ortega, or are allocated to Ortega based on an estimate of the sales of Ortega compared to the combined total sales of the Seller and Nestlé USA. Direct selling, administrative and other expenses includes allocated overhead expenses of $2,819, $2,288, and $4,696 for the six-month periods ended June 30, 2003 (unaudited) and June 30, 2002 (unaudited), and the year ended December 31, 2002, respectively. Such allocated expenses represent those charges that are attributable to Ortega, and include Nestlé's related expenses, such as employee benefits, human resources, management information systems, finance and selling and other general and administrative expenses. Certain other expenses that are provided to Ortega by Nestlé but are not directly attributable or specifically identifiable to Ortega have been excluded from the allocation of direct selling, administrative and other expenses in the accompanying financial statements. These expenses primarily include Nestlé's corporate-related costs such as executive compensation, corporate identity promotional costs, training and conference center costs, derivative valuations, and general corporate expenses.

(f)

Inventory

        Finished goods inventories are stated at the lower of cost or market, with cost being determined using the average cost and first-in, first-out methods. Raw material inventories are stated at actual cost.

(g)

Property, Plant and Equipment, net

        Property, plant and equipment are stated at cost, net of accumulated depreciation directly related to the assets. Alterations and major overhauls that extend the lives or increase the capacity of the assets are capitalized. Ordinary repairs and maintenance are charged to operating costs. Depreciation is computed using the straight-line method over the estimated useful lives. Land is not depreciated.

F-38

THE ORTEGA BRAND OF BUSINESS
Notes to Financial Statements
(Dollars in Thousands)
December 31, 2002
(Information as of June 30, 2003 and for the six months ended
June 30, 2002 and June 30, 2003 is unaudited) (Continued)

(3)    Significant Accounting Policies (Continued)

        The rates of depreciation used are based on the following useful lives:

Land improvements	20 to 40 years
Buildings	10 to 50 years
Plant and machinery	5 to 17 years
Tools, furniture, and sundry	2 to 10 years
Vehicles	3 years
Information technology equipment	5 years

        When properties are retired or otherwise disposed of, related cost and accumulated depreciation are removed from the accounts. Any related gain or loss has been excluded from the Statement of Direct Revenue and Direct Expenses.

(h)

Use of Estimates

        The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Actual results could differ from these estimates. In addition, these financial statements include allocations and estimates that are not necessarily indicative of the costs and expenses that would have resulted if Ortega had been operated as a separate entity, or the future results of Ortega.

(4)    Inventory

        Inventory is as follows:

		December 31, 2002		June 30, 2003
				(unaudited)
Raw Materials		$	885	$	692
Finished Goods			5,462		5,966
	Total Inventory	$	6,347	$	6,658

F-39

THE ORTEGA BRAND OF BUSINESS
Notes to Financial Statements
(Dollars in Thousands)
December 31, 2002
(Information as of June 30, 2003 and for the six months ended
June 30, 2002 and June 30, 2003 is unaudited) (Continued)

(5)    Property, Plant and Equipment, net

        Property, plant and equipment are summarized as follows:

		December 31, 2002
Land		$	130
Buildings			2,516
Plant and Machinery			11,233
Furniture and Equipment			181
Vehicles			17
Information Technology Equipment			379
			14,456
Less Accumulated Depreciation			(7,362	)
	Property, Plant & Equipment, net	$	7,094

(6)    Accrued Liabilities

        Accrued liabilities are as follows:

		December 31, 2002		June 30, 2003
				(unaudited)
Accrued Sick Leave & Vacation		$	163	$	179
Accrued Broker Commissions			419		292
Accrued Coupon Redemption			1,387		978
Accrued Freight			188		211
	Total Accrued Liabilities	$	2,157	$	1,660

(7)    Commitments and Contingencies

        From time to time, Nestlé is involved in litigation arising from its ordinary course of business. Such litigation, as defined in the Agreement, is the responsibility of Nestlé.

        Ortega does not have any material commitments or contingencies.

F-40

         Through and including                        , 2004 (25 days after the date of this prospectus), all dealers effecting transactions in the EISs, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

20,776,985 Enhanced Income Securities (EISs)™

representing

20,776,985 Shares of Class A Common Stock
$148.6 million    % Senior Subordinated Notes due 2016

$                PER EIS

$19.0 million    % Senior Subordinated Notes due 2016

Joint Book-Running Managers

RBC CAPITAL MARKETS
CREDIT SUISSE FIRST BOSTON
MERRILL LYNCH & CO.

LEHMAN BROTHERS
PIPER JAFFRAY

P R O S P E C T U S

                        , 2004

The information in this prospectus is not complete and may be changed. We cannot sell these securities until the Securities and Exchange Commission declares our Registration Statement effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated October 6, 2004

PROSPECTUS

$200,000,000

             % Senior Notes
due 2011

This is an offering by B&G Foods Holdings Corp. of $200,000,000 of its    % Senior Notes due 2011. Interest is payable on            and            of each year, commencing on            , 2005. The notes will mature on            , 2011.

We may redeem all or part of the notes on or after            , 2008. Prior to            , 2007, we may redeem up to 35% of the aggregate principal amount of the notes issued under the indenture from the proceeds of one or more public equity offerings. Redemption prices are specified in this prospectus under "Description of Notes—Optional Redemption."

The notes will be our unsecured senior obligations and will be guaranteed on an unsecured senior basis by each of our existing and future domestic subsidiaries. The notes and the guarantees will rank pari passu in right of payment to all of our and the guarantors' existing and future unsecured senior debt and will rank senior in right of payment to the senior subordinated notes and all of our and such guarantors' other existing and future subordinated debt.

Investing in the notes involves risks. See Risk Factors beginning on page 27.

	Per Note		Total
Public Offering Price		%	$
Underwriting Discount		%	$
Proceeds to B&G Foods Holdings Corp.		%	$

Interest on the notes will accrue from          , 2004 to the date of delivery.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Lehman Brothers expects to deliver the notes on or about            , 2004, subject to conditions.

LEHMAN BROTHERS

RBC CAPITAL MARKETS	CREDIT SUISSE FIRST BOSTON
BNY CAPITAL MARKETS, INC.

                     , 2004

TABLE OF CONTENTS

	Page
Summary	1
Risk Factors	27
Forward-Looking Statements	38
Use of Proceeds	39
Capitalization	40
Selected Historical Consolidated Financial Data	42
Unaudited Pro Forma Condensed Combined Financial Data	45
Management's Discussion and Analysis of Financial Condition and Results of Operations	60
Business	76
Our Management	88
Ownership of Capital Stock	99
Certain Relationships and Related Transactions	102
Description of Certain Indebtedness	104
Description of Notes	107
Material U.S. Federal Income Tax Considerations	153
Underwriting	157
Legal Matters	158
Experts	158
Where You Can Find More Information	159
Index to Consolidated Financial Statements	F-1

        You should rely only upon the information contained in this prospectus. Neither we nor the underwriters have authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

INDUSTRY AND MARKET DATA

        In this prospectus we rely on and refer to information and statistics regarding the food industry. We obtained this information and these statistics from various third-party sources, discussions with our customers and our own internal estimates. We believe that these sources and estimates are reliable. Unless otherwise indicated, all statements in this prospectus regarding market share and brand position are measured by retail dollar share.

TRADEMARKS

AC'CENT®, B&G®, B&M®, B&G BLOCH GUGGENHEIMER® (logo), B&G SANDWICH TOPPERS®, BRER RABBIT®, COZY COTTAGE®, JOAN OF ARC®, LAS PALMAS®, MAPLE GROVE FARMS OF VERMONT®, ORTEGA®, POLANER, POLANER ALL FRUIT®, REGINA, SA-SON AC'CENT®, TRAPPEY'S®, UNDERWOOD®, VERMONT MAID®, and WRIGHT's® are registered trademarks of our company or one of our subsidiaries and BLOCH & GUGGENHEIMER™, RED DEVIL™, SA-SON™ and UP-COUNTRY ORGANICS™ are trademarks of our company or one of our subsidiaries.

EMERIL'S® is a registered trademark of Emeril's Food of Love Productions, L.L.C. All other trademarks used in this prospectus are trademarks or registered trademarks of their respective owners.

        Enhanced Income Securities (EISs)™ is a trademark used by RBC Capital Markets Corporation under license.

i

SUMMARY

The following is a summary of the principal features of this offering of the notes and should be read together with the more detailed information and financial data and statements contained elsewhere in this prospectus.

Simultaneously with the completion of this offering, B&G Foods, Inc. will be merged with and into B&G Foods Holdings Corp., the sole asset of which is the capital stock of B&G Foods, Inc. The surviving entity will be named B&G Foods, Inc. Throughout this prospectus, the terms "our," "we," "us," and "B&G Foods" refer to B&G Foods Holdings Corp. before the merger, and B&G Foods, Inc., after the merger, in each case together with their wholly owned subsidiaries, except where it is clear that the term refers only to B&G Foods individually or to B&G Foods, Inc. before the merger. We sometimes refer to B&G Foods Holdings Corp. as "B&G Holdings." Our fiscal year is the 52 or 53 week reporting period ending on the Saturday closest to December 31. Our fiscal year 2003 ended on January 3, 2004.

Our Company

Overview

        We manufacture, sell and distribute a diverse portfolio of shelf-stable foods, many of which have leading retail market shares in our relevant markets. In general, we position our retail products to appeal to the consumer desiring a high quality and reasonably priced branded product. In our relevant retail markets, 10 of our branded products hold number one or two retail market share nationally or regionally or are unique products. We complement our retail product sales with a growing institutional and food service business. Over the past five years, we have achieved consistent growth in net sales and EBITDA through a combination of internal growth, including long-term licensing of a brand, plus the addition of eight brands through acquisitions, our most recent being the acquisition of the Ortega line of branded Mexican food products in August 2003.

        In fiscal 2003, our net sales and EBITDA were $328.4 million and $61.9 million, having increased at compound annual growth rates since fiscal 2001 of 8.3% and 6.9%, respectively. Our pro forma as adjusted net sales and EBITDA for the latest twelve months ended July 3, 2004, reflecting the full year impact of the Ortega acquisition, were $377.9 million and $73.4 million, respectively. During the nine months ended July 3, 2004, which includes the results of the Ortega line of products after the completion of the integration of the acquired assets into our existing business, our net sales, EBITDA and EBITDA margin were $285.6 million, $56.0 million and 19.6%, respectively, compared to net sales, EBITDA and EBITDA margin of $222.5 million, $40.3 million and 18.1%, respectively, for the comparable period in the prior year nine month period ended June 28, 2003.

        We sell and distribute our products through a multiple-channel sales and distribution system including to the following:

•

supermarket warehouses;



•

distributors and food service accounts;



•

mass merchants, warehouse clubs and other non-food outlets;



•

specialty food distributors;



•

direct-store-organization on a regional basis to individual grocery stores in the greater New York Metropolitan area; and



•

catalogs and the Internet.

1

Products and Markets

        The following is a brief description of the products we offer under our brands:

Brand	Products	2003 Net Sales (Dollars in thousands)			Contribution to 2003 Pro Forma Net Sales
	Salsa, spices, peppers, taco sauces, taco kits, Mexican ingredients and taco shells	$	79,831	*	21.3	%
	Pure maple syrup, gourmet salad dressings, marinades and pancake mixes		48,680		13.0	%
	Pickles, relishes, peppers, olives and other related specialty items		46,259		12.4	%
	Fruit-based spreads and wet spices		35,959		9.6	%
	Seasonings, salad dressings, marinades, pepper sauces, pasta sauces, mustard and salsa		25,395		6.8	%
	Brick-oven baked beans and brown bread		24,465		6.5	%
	Meat spreads, including deviled ham, chicken and roast beef		22,431		6.0	%
	Mexican ingredients, including enchilada sauce, jalapenos, green chilis and crushed tomatillos		20,588		5.5	%
	All-natural flavor enhancer used generally on beef, poultry, fish and vegetables		17,709		4.7	%
	Peppers and hot sauces		14,012		3.7	%
	Vinegars and cooking wines		11,667		3.1	%
	Canned recipe beans		11,390		3.0	%
	Liquid smoke		5,460		1.5	%
	Flavor enhancer used primarily on beef, poultry, fish and vegetables		4,787		1.3	%
	Regular and blackstrap molasses		3,074		0.8	%
	Maple-flavored syrup		3,106		0.8	%
	Total Pro Forma Net Sales	$	374,813	*	100.0	%

*

Pro Forma for the Ortega acquisition.

2

Our Strengths

        We have experienced consistent net sales growth, strong operating margins and stable and growing free cash flow over the past five years due to the following competitive strengths:

        Portfolio of brands with leading market positions.    We have assembled a diverse portfolio of 16 brands consisting primarily of high margin products with strong market positions. We believe our portfolio of brands and products provides us with financial stability, cash flow diversity and the ability to mitigate the financial impact of seasonality or competitive pressure against any single brand or product.

        Diversity of customers and distribution channels.    We have strong representation in most U.S. food distribution channels and have a broad customer base. The diversity of our multiple-channel sales and distribution system enhances the stability of our financial results and our ability to capitalize on growth trends within a number of these distribution channels.

        Experienced management team.    We have an experienced management team, averaging over 28 years of industry experience and 16 years of experience with our company or our predecessor company.

        Successful track record of acquisitions and integration.    Since 1996, we have acquired and successfully integrated 16 shelf-stable brands. We seek to acquire shelf-stable products with leading market positions, high and sustainable margins and identifiable growth opportunities.

        Disciplined approach to operations.    We bring a disciplined approach to operations through a detailed budgeting process, daily review of our results and by providing employees with incentives to meet operating targets and improve cash flows. We have realized consistent EBITDA margins over the past three years, increasing these margins to 18.9% in fiscal 2003. During the nine months ended July 3, 2004, our EBITDA margins were 19.6%, as compared to EBITDA margins of 18.1% during the comparable nine month period ended June 28, 2003, reflecting the positive impact of the integration of the Ortega line of products into our existing business platform.

Business Strategy

        Our goal is to continue to increase sales, profitability and free cash flow by enhancing our existing portfolio of branded shelf-stable products and by capitalizing on our competitive strengths. We intend to implement our strategy through the following initiatives:

        Profitably grow established brands.    We have identified numerous opportunities to profitably grow our established brands through increased and focused consumer marketing and trade support.

        Leverage our unique multiple-channel sales and distribution system.    Our unique multiple-channel sales and distribution system allows us to capitalize on growth opportunities quickly and efficiently. We continue to strengthen our sales and distribution system in order to realize distribution economies of scale and provide an efficient, national platform for new products and product line extensions.

        Introduce new products.    We intend to introduce new products and product line extensions within our existing portfolio of brands and under new brands that we may license.

        Capitalize on higher growth segments of the food industry.    We intend to continue to focus on segments of the processed food industry characterized by high growth and high margins, such as the Mexican and other ethnic food segments, enabling us to leverage our distribution platform.

        Expand brand portfolio with new licensing arrangements and selective acquisitions.    We introduced our Emeril's brand products through a licensing arrangement with celebrity chef Emeril Lagasse in September 2000. Since introduction, we have been able to expand our Emeril's brand product line and retail distribution rapidly. We intend to pursue additional licensing arrangements with third parties to introduce and market other products. Additionally, we intend to expand our brand portfolio by making selective acquisitions of businesses that enhance our existing business platform and provide us with the opportunity to grow our free cash flow.

3

The Transactions

        Concurrently with this offering we will:

•

effect a number of internal corporate transactions, including merging B&G Foods, Inc. with B&G Foods Holding Corp., recapitalizing the equity interests of our existing stockholders, including, among other things, the conversion of each share of existing common stock into 109.8901 shares of Class B common stock;



•

enter into a $30.0 million senior secured revolving credit facility, which we refer to as the new revolving credit facility;



•

separately offer 20,776,985 Enhanced Income Securities, or EISs, representing 20,776,985 shares of Class A common stock and $148.6 million aggregate principal amount of    % senior subordinated notes due 2016; and



•

separately offer an additional $19.0 million aggregate principal amount of    % senior subordinated notes due 2016. The additional senior subordinated notes will be of the same series and have terms identical to the senior subordinated notes represented by the EISs.

        The closing of this offering is conditioned upon our completion of these transactions.

        We estimate that we will receive net proceeds in this offering and the concurrent offerings of the EISs and the additional senior subordinated notes of $523.9 million after deducting underwriting discounts, commissions, and other estimated offering expenses.

        We will use the net proceeds of this offering and the concurrent offering of the EISs and the additional senior subordinated notes and cash on hand:

•

to repay all outstanding borrowings under, and terminate, our current senior secured credit facility, which we refer to as our existing senior credit facility;



•

to retire our $220.0 million aggregate principal amount outstanding 9⁵/8% senior subordinated notes due 2007, which we refer to as our existing senior subordinated notes;



•

to repurchase all of our outstanding preferred stock from our existing stockholders; and



•

all remaining net proceeds will be used to repurchase 2,704,334 shares of our outstanding Class B common stock, options and warrants from our existing stockholders. Because we intend to use all remaining net proceeds to buy a fixed number of shares of Class B common stock from our existing stockholders, if the net proceeds that we receive in this offering are greater or less than anticipated, the price per share that we pay to our existing stockholders to redeem their shares of Class B common stock could be higher or lower than the price per share allocated to the Class A common stock included within the EISs. We do not intend to use any such additional proceeds for any other purpose.

        If the underwriters for the EIS offering exercise their over-allotment option with respect to the EISs in full, we will use all of the additional net proceeds to repurchase 5,231,335 shares of our then outstanding Class B common stock and warrants from Bruckmann, Rosser, Sherrill & Co., L.P. (whom we refer to in this prospectus as our sponsor investor), Canterbury Mezzanine Capital II, L.P., Protostar Equity Partners, L.P. (whom we refer to in this prospectus collectively with our sponsor investor as our existing financial investors) and certain other non-management stockholders.

        We refer to this offering, our entering into the new revolving credit facility, the concurrent offering of the EISs and the additional senior subordinated notes, the repayment in full and termination of the existing senior credit facility, the repurchase of a portion of the outstanding Class B common stock including outstanding warrants and options for our Class B common stock and all the preferred stock of our existing stockholders, the internal corporate transactions and the retirement of our existing senior subordinated notes collectively as the Transactions. We refer to all of the Transactions other than

4

this offering as the other Transactions. Each of the Transactions described above is conditioned upon our completion of the other Transactions.

        The following table illustrates the estimated sources and uses of the funds for the Transactions, assuming the Transactions all occurred on July 3, 2004. Actual amounts may differ.

Total Sources and Uses of Funds
(Dollars in thousands)

Sources(1)		Amount
% senior notes due 2011 offered hereby		$	200,000
EISs(2)			337,626
Additional      % senior subordinated notes due 2016			19,000
Cash on hand(3)			3,382
	Total sources	$	560,008

Uses		Amount
Repayment of existing senior credit facility(4)		$	148,954
Retirement of existing senior subordinated notes(5)			228,823
Repurchase of preferred equity(6)			119,488
Repurchase of Class B common stock, options and warrants from existing investors(7)(9)			24,537
Transaction fees, prepayment penalties, expenses and transaction bonuses(8)(9)			38,206
	Total uses	$	560,008

(1)

We do not expect any borrowings under the new revolving credit facility upon the completion of the Transactions.

(2)

If the over-allotment option with respect to the EIS offering is exercised in full, the net proceeds from this offering and the concurrent offerings of EISs and the additional senior subordinated notes are expected to be approximately $571.5 million.

(3)

Immediately following the closing of the Transactions, we expect to have a minimum of $10.0 million of cash on our consolidated balance sheet.

(4)

Reflects the repayment of $149.0 million of term loan borrowings under our existing senior credit facility and accrued and unpaid interest. The proceeds of the six-year term loan and of certain drawings under the five-year revolving credit facility were used to fund the acquisition of the Ortega line of products and to pay related transaction fees and expenses and to fully pay off our remaining obligations under the term loan of our then-existing term loan agreement. With respect to our existing senior credit facility, interest is determined based on several alternative rates, including the base lending rate per annum plus an applicable margin, or LIBOR plus an applicable margin (4.59% at July 3, 2004). We have no revolving credit facility borrowings under our existing senior credit facility.

(5)

Reflects the retirement of $220.0 million aggregate principal amount of our existing 9⁵/8% senior subordinated notes due 2007 plus accrued and unpaid interest.

(6)

Reflects the repurchase of all of our issued and outstanding 13% Series A cumulative preferred stock, 13% Series B cumulative preferred stock and Series C senior preferred stock.

(7)

Reflects the repurchase of 2,704,334 shares of our outstanding Class B common stock, including all of our outstanding options and a portion of our outstanding warrants to purchase Class B common stock. If the EIS underwriters exercise their over-allotment option with respect to the EIS offering in full, we will use all of the additional net proceeds to repurchase an additional 5,231,335 outstanding shares of our Class B common stock, including all of our remaining outstanding warrants, owned by certain of our existing stockholders. The holders of the existing warrants have notified us that any existing warrants not repurchased by us upon the initial closing of the Transactions or on or prior to the date of expiration of the EIS underwriters' over-allotment option will be exercised on such expiration date, and all holders of these remaining warrants will receive shares of Class B common stock pursuant to the terms of their warrants.

(8)

Includes (i) $20.2 million of debt issuance costs related to the Transactions, (ii) fees associated with the Class A common stock portion of the EISs of $14.2 million and (iii) other costs of $5.5 million which will be expensed when incurred. Of these fees, $1.7 million have been paid as of July 3, 2004.

(9)

Our board of directors has approved in principle a transaction bonus plan that will provide our six most senior executive officers upon completion of this offering cash compensation in an aggregate amount, if any, equal to the amount by which the aggregate value of the Class B common stock retained by all members of our management plus the aggregate cash

5

proceeds they receive upon the repurchase of their existing equity does not equal at least 10% of the total equity value of our company. If the initial public offering price of the EISs is $16.25, the mid-point of the expected range, we estimate the total compensation payable to the six most senior executive officers would be approximately zero and if the initial public offering price of the EISs is $15.50, the low-point of the expected range, the total compensation payable would be $2.1 million. Any such cash compensation paid to the six most senior executive officers will reduce the cash proceeds of the Transactions available to repurchase our existing equity and will not result in any increase in borrowings under our new revolving credit facility or reduce the amount of cash on our balance sheet at the closing date.

        The closing of this offering is conditioned upon our completion of the other Transactions.

        New Revolving Credit Facility.    Concurrently with this offering, we will enter into a $30.0 million new senior secured revolving credit facility. The new revolving credit facility will have a five-year maturity. The new revolving credit facility will be undrawn at closing, and we expect to have $29.4 million of availability immediately following this offering (net of $0.6 million reserved for issued and outstanding letters of credit). See "Description of Certain Indebtedness—New Revolving Credit Facility" for a summary of the terms of the new revolving credit facility.

        Enhanced Income Securities.    Concurrently with this offering, we will separately offer 20,776,985 EISs, representing 20,776,985 shares of Class A common stock and $148.6 million aggregate principal amount of    % senior subordinated notes due 2016. Holders of our EISs, will be entitled to receive quarterly interest payments at an assumed annual rate of 12.0% of the aggregate principal amount of senior subordinated notes represented by their EISs, or approximately $0.858 per EIS per year. In addition, holders of our EIS will also receive quarterly dividend payments on the shares of Class A common stock represented by their EISs if and to the extent dividends are declared by our board of directors and permitted by applicable law and the terms of our then existing indebtedness. See "—Dividend Payments to Holders of EISs."

        Additional Senior Subordinated Notes.    Concurrently with this offering, we will separately offer $19.0 million aggregate principal amount of    % senior subordinated notes due 2016. See "Description of Certain Indebtedness—New Senior Subordinated Notes."

        Retirement of the Existing Senior Subordinated Notes.    The existing senior subordinated notes bear cash interest at a rate of 9⁵/8% per year. Immediately following and subject to the completion of the Transactions, we intend to retire the $220.0 million aggregate principal amount outstanding of the existing senior subordinated notes.

        Repayment of the Existing Senior Credit Facility.    The existing senior credit facility consists of a term loan and a revolving credit facility. We expect to repay the outstanding principal amount outstanding under the existing senior credit facility of $149.0 million, consisting entirely of term loan borrowings, plus accrued and unpaid interest. These term loan borrowings bear interest at LIBOR plus an applicable margin (4.59% as of July 3, 2004). The terms of the existing senior credit facility allow us to prepay without premium or penalty.

Other Information About This Prospectus

        Unless we specifically state otherwise, the share, per share, option and warrant information included in this prospectus reflect the conversion in the merger of B&G Foods, Inc. with and into B&G Holdings of each of the shares of our existing common stock (which we refer to as our Class B common stock) into 109.8901 shares of our Class B common stock to become effective simultaneously with the closing of this offering. Throughout this prospectus, we have assumed an initial public offering price of $16.25 per EIS (comprised of $7.15 principal amount allocated to each senior subordinated note and $9.10 allocated to each share of Class A common stock).

        The information in this prospectus, unless otherwise indicated, does not take into account the exercise by the underwriters of their over-allotment option with respect to the EISs.

6

        Throughout this prospectus we use the terms "EBITDA" and "EBITDA margin," which are not indicators of performance or other measures determined in accordance with Generally Accepted Accounting Principles in the United States (GAAP) and are fully described under "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Our Corporate Information

        We are a Delaware corporation. Our corporate headquarters are located at Four Gatehall Drive, Suite 110, Parsippany, New Jersey 07054, and our telephone number is (973) 401-6500. Our web site address is www.bgfoods.com. The information contained on our web site is not part of this prospectus and is not incorporated in this prospectus by reference.

Credit Rating

        On May 4, 2004, Standard & Poor's Ratings Services and Moody's Investors Service issued press releases announcing changes to our corporate credit ratings. Standard & Poor's lowered our corporate credit and existing senior secured debt ratings to 'B' from 'B+' and lowered our existing subordinated debt ratings to 'CCC+' from 'B-'. Standard & Poor's assigned a 'BB-' rating to our new revolving credit facility, a 'B' rating to our senior notes and a 'CCC+' rating to our senior subordinated notes (including the senior subordinated notes comprising EISs). These ratings reflect, among other things, the impact of the offering of the EISs and the other Transactions. Moody's lowered our senior implied rating to 'B2' from 'B1' and our unsecured issuer rating to 'B3' from 'B2'. Moody's assigned a 'B1' rating to our new revolving credit facility, a 'B2' rating to our senior notes and a 'Caa1' rating to our senior subordinated notes (including the senior subordinated notes comprising EISs). The assignments of ratings by both Standard & Poor's Ratings Services and Moody's Investors Service are subject to review of final documentation. We expect ratings for our existing senior credit facility and existing senior subordinated notes will be withdrawn by both Standard & Poor's and Moody's upon closing of the Transactions.

7

The Offering

Issuer	B&G Foods Holdings Corp.
Notes Offered	$200,000,000 in aggregate principal amount of    % Senior Notes due 2011.
Maturity Date	, 2011.
Interest Payment Dates	and            of each year, commencing            , 2005.
Guarantees	Our obligations under the notes will be jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and future domestic subsidiaries. For a discussion of the risks relating to the guarantees, see "Risk Factors—Your right to receive payment on these notes is effectively subordinated to the rights of our existing and future secured creditors. Further, the guarantees of these notes are effectively subordinated to all the guarantors' existing and future secured indebtedness" and "—If the guarantees of the notes are held to be invalid or unenforceable or are limited in accordance with their terms, the notes would be structurally subordinated to the debt of our subsidiaries."
Ranking	The notes and the subsidiary guarantees will be our and the guarantors' general unsecured obligations and:
	•	will be effectively junior in right of payment to all of our and the guarantors' secured indebtedness and to the indebtedness and other liabilities of our non-guarantor subsidiary, Les Produits Alimentaires Jacques et Fils Inc.;
	•	will be pari passu in right of payment to all of our and the guarantors' existing and future unsecured senior debt; and
	•	will be senior in right of payment to all of our and the guarantors' future subordinated debt.
	As of July 3, 2004, after giving effect to the completion of the Transactions, we would have had $200.0 million principal amount of outstanding senior debt and $189.8 million principal amount (if the over-allotment option related to the EIS offering is exercised in full) of outstanding senior subordinated debt. In addition, as of July 3, 2004, after giving effect to the completion of the Transactions, we would have had the ability to borrow up to $29.4 million under our new senior credit facilities (net $0.6 million reserved for issued and outstanding letters of credit), which would be effectively senior in right of payment to the notes.
Optional Redemption	On or after            , 2008, we may redeem some or all of the notes at the redemption prices set forth under "Description of Notes—Optional Redemption."

8

	Prior to            , 2007, we may redeem up to 35% of the aggregate principal amount of the notes issued in this offering with the net proceeds of one or more equity offerings at the redemption price set forth under "Description of Notes—Optional Redemption."
Offer to Purchase	If we or any of the guarantors sell certain assets or experience specific kinds of changes in control, we must offer to purchase the notes at the prices set forth under "Description of Notes—Change of Control" and "—Asset Sales" plus accrued and unpaid interest, to the date of redemption.
Covenants	We will issue the notes under an indenture among us, the guarantors and the trustee. The indenture (among other things) will limit our ability and the ability of the guarantors to:
	•	incur additional indebtedness and issue preferred stock;
	•	make restricted payments;
	•	allow restrictions on the ability of certain subsidiaries to make distributions;
	•	sell all or substantially all of our assets or consolidate or merge with or into other companies;
	•	enter into certain transactions with affiliates;
	•	create liens; and
	•	enter into sale and leaseback transactions.
	Each of the covenants is subject to a number of important exceptions and qualifications. See "Description of Notes—Certain Covenants."
Use of Proceeds	We intend to use the net proceeds from this offering, together with the net proceeds from the concurrent offering of the EISs and the additional subordinated notes, to repay borrowings under our existing senior credit facility, retire our existing senior subordinated notes and repurchase all of our outstanding preferred stock and a portion of our outstanding Class B common stock. See "Use of Proceeds."

Risk Factors

        You should carefully consider the information under the heading "Risk Factors" and all other information in this prospectus before investing in the notes.

9

SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

        The following summary historical and pro forma financial consolidated data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Selected Historical Consolidated Financial Data," "Unaudited Pro Forma Condensed Combined Financial Data" and our audited and unaudited consolidated financial statements and notes to those statements included in this prospectus. Our historical consolidated statement of operations data for the fiscal years ended December 29, 2001 (fiscal 2001), December 28, 2002 (fiscal 2002) and January 3, 2004 (fiscal 2003) have been derived from our audited consolidated financial statements, included elsewhere in this prospectus. Our historical consolidated statement of operations data for the twenty-six weeks ended June 28, 2003 and July 3, 2004 have been derived from our unaudited consolidated financial statements, included elsewhere in this prospectus.

        The following unaudited pro forma statement of operations data for the latest twelve months ended July 3, 2004 reflects the effect of our acquisition of the Ortega line of products as if it occurred on June 29, 2003. The unaudited pro forma as adjusted statement of operations data for the latest twelve months ended July 3, 2004 reflect our acquisition of the Ortega line of products, this offering and the other Transactions as if they had occurred on June 29, 2003. The unaudited pro forma and pro forma as adjusted consolidated financial data does not purport to represent what our results would have been if the acquisition of the Ortega line of products, this offering and the other Transactions had occurred at the dates indicated and it does not purport to represent a projection of our future results.

																Latest Twelve Months Ended
	Fiscal Year Ended									Twenty-six Weeks Ended
																			July 3, 2004
	December 29, 2001			December 28, 2002			January 3, 2004			June 28, 2003			July 3, 2004			July 3, 2004
																			Pro Forma As Adjusted(11)
	Actual			Actual			Actual			Actual			Actual			Pro Forma(10)
										(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
	(Dollars in thousands, except ratios)
Statement of Operations Data(1):
Net sales	$	279,779	(2)	$	293,677		$	328,356		$	143,823		$	184,412		$	377,923		$	377,923
Cost of goods sold		192,525			203,707			226,174			100,250			125,960			257,483			257,483
Gross profit		87,254			89,970			102,182			43,573			58,452			120,440			120,440
Sales, marketing and distribution expenses		34,922	(2)		35,852			39,477			16,405			22,220			46,759			46,759
General and administrative expenses		14,120	(3)		4,911			6,313	(6)		2,725	(6)		2,355			5,943			6,943
Management fees-related party		500			500			500			250			250			500			—
Environmental clean-up expenses		950			100			—			—			—			—			—
Operating income		36,762			48,607			55,892			24,193			33,627			67,238			66,738
Gain on sale of assets		(3,112	)(4)		—			—			—			—			—			—
Derivative gain		—			(2,524	)(5)		—			—			—			—			—
Interest expense, net		29,847			26,626			31,205			13,997			15,606			31,111			38,560
Income before income taxes		10,027			24,505			24,687			10,196			18,021			36,127			28,178
Income taxes		4,029			9,260			9,519			3,925			6,956			13,945			10,876
Net income		5,998			15,245			15,168			6,271			11,065			22,182			17,302
Less: preferred stock dividends accumulated and related charges		10,352			11,739			13,336			6,576			7,690			14,450			—
Net (loss) income available to common stockholders	$	(4,354	)	$	3,506		$	1,832		$	(305	)	$	3,375		$	7,732		$	17,302
Other Financial Data(1):
EBITDA	$	54,164	(7)	$	56,431	(7)	$	61,906	(7)	$	26,934	(7)	$	36,864	(7)	$	73,863	(8)	$	73,363	(8)
Net cash provided by operating activities		21,470			26,417			27,431			11,353			9,932			28,161			21,201
Capital expenditures		(3,904	)		(6,283	)		(6,442	)		(3,065	)		(3,394	)		N/A			N/A
Payments for acquisition of business		—			—			(118,179	)		—			—			N/A			N/A
Net proceeds from sale of assets		24,090			—			—			—			—			N/A			N/A
Net cash (used in) provided by financing activities		(39,998	)		(19,351	)		89,470			(10,176	)		(750	)		N/A			N/A
Senior debt / EBITDA(13)		3.1x			1.0x			2.4x			0.8x	(12)		2.1x	(12)		2.0x			2.7x
Total debt / EBITDA		5.3x			4.9x			6.0x			4.7x	(12)		5.1x	(12)		5.0x			5.0x
EBITDA / Cash interest expense(14)		1.9x			2.4x			2.3x			2.2x	(12)		2.5x	(12)		2.7x			2.0x

10

        The table below shows unaudited summary historical financial data for the nine months ended June 28, 2003 and July 3, 2004. The nine months ended July 3, 2004 includes results of the Ortega brand previously acquired on August 21, 2003. This table should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Selected Historical Consolidated Financial Data" and our audited and unaudited consolidated financial statements and notes to those statements, included elsewhere in this prospectus.

        The results of operations for the nine months ended June 28, 2003 and July 3, 2004 are not necessarily indicative of the results to be expected for a full year.

	Nine Months Ended
	June 28, 2003			July 3, 2004
	(Unaudited)			(Unaudited)
	(Dollars in thousands)
Statement of Operations Data(1):
Net sales	$	222,540		$	285,635
Cost of goods sold		156,173			194,659
Gross profit		66,367			90,976
Sales, marketing and distribution expenses		25,775			35,478
General and administrative expenses		3,984			4,096
Management fees-related party		375			375
Environmental clean-up expenses		100			—
Operating income		36,133			51,027
Interest expense, net		20,836			23,588
Income before income taxes		15,297			27,439
Income tax expense		5,367			10,703
Net income		9,930			16,736
Less: preferred stock dividends accumulated and related charges		9,551			11,070
Net (loss) income available to common stockholders	$	379		$	5,666
Other Financial Data:
EBITDA(7)	$	40,288		$	56,046
Net cash provided operating activities		23,496			29,667
Capital expenditures		4,080			5,437
Net cash used in financing activities		(15,175	)		(13,125	)

        The table below shows our summary balance sheet data as of July 3, 2004 on an actual basis derived from our unaudited consolidated financial statements, included elsewhere in this prospectus, and on an as adjusted basis to reflect the application of the proceeds of this offering and the effects of the other Transactions as if they had occurred on July 3, 2004.

	As of July 3, 2004
	Actual		As Adjusted
	(Unaudited)		(Unaudited)
	(Dollars in thousands)
Summary Balance Sheet Data:
Cash and cash equivalents	$	13,926	$	10,544
Net working capital(9)		68,054		85,117
Total assets		564,765		570,914
Total debt		368,162		367,555
Mandatorily redeemable preferred stock		46,298		—
Total stockholders' equity		57,992		128,330

11

(1)

The purchase method of accounting was used to account for the acquisition of the Ortega line of products from Nestlé Prepared Foods Company on August 21, 2003. We completed the sale of our wholly owned subsidiary, Burns & Ricker, Inc., to Nonni's Food Company, Inc. on January 17, 2001. Therefore, period to period comparisons may not be comparable.

(2)

Certain amounts in fiscal 2001 aggregating $52.7 million have been reclassified from sales, marketing and distribution expenses to a reduction of net sales in accordance with Emerging Issues Task Force (EITF) Issue No. 00-14, "Accounting for Certain Sales Incentives," and EITF Issue No. 00-25, "Vendor Income Statement Characterization of Consideration to a Purchaser of the Vendor's Products or Services," as codified by EITF Issue No. 01-09. These EITF pronouncements, which we adopted in 2002, require us to classify certain coupon and promotional expenses as a reduction of net sales. The reclassification had no effect on operating income.

(3)

We adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets," as of December 30, 2001. Effective December 30, 2001, we ceased the amortization of goodwill and trademarks. Amortization expenses related to goodwill and trademarks were $8.5 million in fiscal 2001.

(4)

The gain on sale of assets of $3.1 million relates to the sale of our wholly owned subsidiary, Burns & Ricker, to Nonni's Food Company, Inc. on January 17, 2001.

(5)

Derivative gain reflects the change in fair value over the life of our interest rate swap agreement from the date we entered into the agreement to the date the swap agreement was terminated.

(6)

General and administrative expenses include an unusual bad debt expense incurred for 2003 of $0.6 million ($0.4 million, net of taxes) relating to Fleming Companies, Inc., which filed for Chapter 11 Bankruptcy on April 1, 2003.

(7)

We define EBITDA as net income before interest expense, net, income taxes, depreciation and amortization. We believe that the most directly comparable GAAP financial measure to EBITDA is net cash provided by operating activities. We present EBITDA because we believe it is a useful indicator of our historical debt capacity and ability to service debt. We also present this discussion of EBITDA because covenants in the indenture governing the notes, our new revolving credit facility and the indenture governing the senior subordinated notes contain ratios based on this measure. EBITDA is not a substitute for operating income or net income, as determined in accordance with generally accepted accounting principles. EBITDA is not a complete net cash flow measure because EBITDA is a measure of liquidity that does not include reductions for cash payments for an entity's obligation to service its debt, fund its working capital, capital expenditures and acquisitions and pay its income taxes and dividends. Rather, EBITDA is one potential indicator of an entity's ability to fund these cash requirements. EBITDA also is not a complete measure of an entity's profitability because it does not include costs and expenses for depreciation and amortization, interest and related expenses and income taxes. Set forth below is a reconciliation of net income to EBITDA and a reconciliation of EBITDA to net cash provided by operating activities.

		Fiscal Year Ended									Twenty-six Weeks Ended
		December 29, 2001			December 28, 2002			January 3, 2004			June 28, 2003			July 3, 2004
		Actual			Actual			Actual			Actual			Actual
											(Unaudited)			(Unaudited)
		(Dollars in thousands)
Net income		$	5,998		$	15,245		$	15,168		$	6,271		$	11,065
Income taxes			4,029			9,260			9,519			3,925			6,956
Interest expense, net			29,847			26,626			31,205			13,997			15,606
Depreciation and amortization			14,290			5,300			6,014			2,741			3,237
	EBITDA		54,164			56,431			61,906			26,934			36,864
Income tax expense			(4,029	)		(9,260	)		(9,519	)		(3,925	)		(6,956	)
Interest expense, net			(29,847	)		(26,626	)		(31,205	)		(13,997	)		(15,606	)
Deferred income taxes			3,832			5,532			4,382			2,254			3,138
Amortization of deferred financing and bond discount			1,972			2,686			2,839			1,487			1,284
Write-off of pre-existing deferred debt issuance costs			—			—			1,831			—			—
Gain on sale of assets			(3,112	)		—			—			—			—
Changes in assets and liabilities, net of effects of business combination			(1,510	)		(2,346	)		(2,803	)		(1,400	)		(8,792	)
	Net cash provided by operating activities	$	21,470		$	26,417		$	27,431		$	11,353		$	9,932

12

(8)

Set forth below is a reconciliation of net income to EBITDA and net cash provided by operating activities for fiscal 2003, the 2003 twenty-six week period, the 2004 twenty-six week period and the pro forma and pro forma as adjusted latest twelve months ended July 3, 2004.

		Fiscal Year Ended			Twenty-six Weeks Ended						Latest Twelve Months Ended
		January 3, 2004			June 28, 2003			July 3, 2004			July 3, 2004			July 3, 2004
		Actual			Actual			Actual			Pro Forma			Pro Forma As Adjusted
					(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
		(Dollars in thousands)
Net income		$	15,168		$	6,271		$	11,065		$	19,962		$	15,082
Income taxes			9,519			3,925			6,956			12,550			9,481
Interest expense, net			31,205			13,997			15,606			32,814			40,263
Depreciation			6,014			2,741			3,237			6,510			6,510
	EBITDA		61,906			26,934			36,864			71,836			71,336
Pro forma adjustments for Ortega acquisition:(A)
	Net income from Ortega		—			—			—			2,220			2,220
	Income taxes		—			—			—			1,395			1,395
	Interest expense, net		—			—			—			(1,703	)		(1,703	)
	Depreciation and amortization		—			—			—			115			115
	Pro forma EBITDA		61,906			26,934			36,864			73,863			73,363
Income tax expense			(9,519	)		(3,925	)		(6,956	)		(13,945	)		(10,876	)
Interest expense, net			(31,205	)		(13,997	)		(15,606	)		(31,111	)		(38,560	)
Deferred income taxes			4,382			2,254			3,138			5,266			5,266
Amortization of deferred financing and bond discount			2,839			1,487			1,284			2,452			2,203
Write-off of pre-existing deferred debt issuance costs			1,831			—			—			1,831			—
Changes in assets and liabilities, net of effects of business combination			(2,803	)		(1,400	)		(8,792	)		(10,195	)		(10,195	)
	Net cash provided by operating activities	$	27,431		$	11,353		$	9,932		$	28,161		$	21,201

The following tables illustrate our computation of EBITDA on a pro forma and pro forma as adjusted basis for the latest twelve months ended July 3, 2004 as presented above.

		Unaudited Pro Forma for the Ortega Acquisition (Dollars in thousands)
		Fiscal Year Ended January 3, 2004			Less: 2003 Twenty-six Weeks Ended June 28, 2003			Plus: 2004 Twenty-six Weeks Ended July 3, 2004			Latest Twelve Months Ended July 3, 2004
		Pro Forma			Pro Forma			Actual			Pro Forma
Net income		$	15,168		$	6,271		$	11,065		$	19,962
Income taxes			9,519			3,925			6,956			12,550
Interest expense, net			31,205			13,997			15,606			32,814
Depreciation			6,014			2,741			3,237			6,510
	EBITDA		61,906			26,934			36,864			71,836
Pro forma adjustments for Ortega acquisition:(A)
	Net income from Ortega		3,283			1,063			—			2,220
	Income taxes		2,081			686			—			1,395
	Interest expense, net		(195	)		1,508			—			(1,703	)
	Depreciation and amortization		659			544			—			115
	Pro forma EBITDA		67,734			30,735			36,864			73,863
Income tax expense			(11,600	)		(4,611	)		(6,956	)		(13,945	)
Interest expense, net			(31,010	)		(15,505	)		(15,606	)		(31,111	)
Deferred income taxes			4,382			2,254			3,138			5,266
Amortization of deferred financing and bond discount			2,335			1,167			1,284			2,452
Write-off of pre-existing deferred debt issuance costs			1,831			—			—			1,831
Changes in assets and liabilities, net of effects of business combination			(2,803	)		(1,400	)		(8,792	)		(10,195	)
	Pro forma net cash provided by operating activities	$	30,869		$	12,640		$	9,932		$	28,161

13

		Unaudited Pro Forma As Adjusted for the Transactions (Dollars in thousands)
		Fiscal Year Ended January 3, 2004			Less: 2003 Twenty-six Weeks Ended June 28, 2003			Plus: 2004 Twenty-six Weeks Ended July 3, 2004			Latest Twelve Months Ended July 3, 2004
		Pro Forma as Adjusted			Pro Forma as Adjusted			Pro Forma as Adjusted			Pro Forma as Adjusted
Pro forma as adjusted, excluding the Ortega acquisition:
	Net income		10,226		$	3,799		$	8,655		$	15,082
	Income taxes		6,411			2,371			5,441			9,481
	Interest expense, net		38,755			17,773			19,281			40,263
	Depreciation		6,014			2,741			3,237			6,510
EBITDA			61,406			26,684			36,614			71,336
Pro forma adjustments for Ortega acquisition:(A)
	Net income from Ortega		3,283			1,063			—			2,220
	Income taxes		2,081			686			—			1,395
	Interest expense, net		(195	)		1,508			—			(1,703	)
	Depreciation and amortization		659			544			—			115
Pro forma EBITDA			67,234			30,485			36,614			73,363
Income tax expense			(8,492	)		(3,057	)		(5,441	)		(10,876	)
Interest expense, net			(38,560	)		(19,281	)		(19,281	)		(38,560	)
Deferred income taxes			4,382			2,254			3,138			5,266
Amortization of deferred financing and bond discount			2,203			1,102			1,102			2,203
Changes in assets and liabilities, net of effects of business combination			(2,803	)		(1,400	)		(8,792	)		(10,195	)
	Pro forma as adjusted net cash provided by operating activities	$	23,964		$	10,103		$	7,340		$	21,201

(A)

For the fiscal year ended January 3, 2004 and the twenty-six weeks ended June 28, 2003, represents adjustments to EBITDA as if the Ortega acquisition had occurred on December 29, 2002. For the latest twelve months ended July 3, 2004, represents adjustments to EBITDA as if the Ortega acquisition had occurred on June 29, 2003. The pro forma adjustments for the Ortega acquisition represent not only the operational effects of the acquisition of Ortega but also the transactional effects of the Ortega acquisition itself, including the incurrence of additional indebtedness and the refinancing of a portion of our existing indebtedness at interest rates different than those in effect prior to the Ortega acquisition.

(9)

Net working capital is current assets excluding cash and cash equivalents minus current liabilities.

(10)

Our unaudited pro forma consolidated statement of operations data for the latest twelve months ended July 3, 2004 was derived from our unaudited pro forma condensed combined statement of operations data (pro forma for the Ortega acquisition) for the year ended January 3, 2004 and (i) subtracting from it our unaudited pro forma condensed combined statement of operations data (pro forma for the Ortega acquisition) for the twenty-six weeks ended June 28, 2003 and (ii) adding to it our unaudited pro forma condensed combined statement of operations data (pro forma for the Ortega acquisition) for the twenty-six weeks ended July 3, 2004.

(11)

Pro forma as adjusted operating income, income before income taxes, net income and net income available to common stockholders does not reflect the following nonrecurring charges that are directly attributable to this offering and the other Transactions which total $21.7 million ($13.3 million, net of taxes) which include: the write-off of existing bond discount being amortized of $0.7 million, write-off of existing deferred financing fees and cost associated with the retirement of existing senior subordinated notes of $13.4 million, payment of transaction bonuses of $1.0 million and repurchase of management stock options of $6.6 million. However, these nonrecurring charges directly attributable to this offering and the other Transacations, net of taxes, are charged to total stockholders' equity in the summary balance sheet data.

(12)

Ratios are calculated using the latest twelve months ended June 28, 2003 and July 3, 2004.

(13)

Senior debt, as defined in the indenture governing the existing senior subordinated notes, is equal to all of our outstanding debt excluding our existing senior subordinated notes.

14

			Fiscal Year Ended						Latest Twelve Months Ended
			December 29, 2001		December 28, 2002		January 3, 2004		June 28, 2003		July 3, 2004		July 3, 2004		July 3, 2004
									Actual		Actual		Pro Forma		Pro Forma As Adjusted
									(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
			(Dollars in thousands)
Senior secured credit facility:
	Revolving credit facility		$	—	$	—	$	—	$	—	$	—	$	—	$	—
	Term loan			168,962		54,856		149,625		44,679		148,875		148,875		—
Obligations under capital leases				313		—		—		—		—		—		—
Senior notes				—		—		—		—		—		—		200,000
		Senior debt	$	169,275	$	54,856	$	149,625	$	44,679	$	148,875	$	148,875	$	200,000
EBITDA				54,164		56,431		61,906		56,036		71,836		73,863		73,363
Senior debt/EBITDA				3.1x		1.0x		2.4x		0.8x		2.1x		2.0x		2.7x

(14)

Cash interest expense, calculated below, is equal to interest expense, net, less amortization of deferred financing and bond discount and write-off of pre-existing deferred debt issuance costs.

		Fiscal Year Ended									Latest Twelve Months Ended
		December 29, 2001			December 28, 2002			January 3, 2004			June 28, 2003			July 3, 2004			July 3, 2004			July 3, 2004
											Actual			Actual			Pro Forma			Pro Forma As Adjusted
											(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
		(Dollars in thousands)
Interest expense, net		$	29,847		$	26,626		$	31,205		$	28,746		$	32,814		$	31,111		$	38,560
Amortization of deferred financing and bond discount			(1,972	)		(2,686	)		(2,839	)		(2,974	)		(2,636	)		(2,335	)		(2,203	)
Write-off of pre-existing deferred debt issuance costs			—			—			(1,831	)		—			(1,831	)		(1,831	)		—
	Cash interest expense	$	27,875		$	23,940		$	26,535		$	25,772		$	28,347		$	26,945		$	36,357
EBITDA			54,164			56,431			61,906			56,036			71,836			73,863			73,363
EBITDA/Cash interest expense			1.9x			2.4x			2.3x			2.2x			2.5x			2.7x			2.0x

15

Dividend Payments to Holders of EISs

General

        Prior to the completion of this offering, our board of directors will adopt a dividend policy that reflects a basic judgment that our stockholders would be better served if we distributed our cash available to pay dividends to them instead of retaining it in our business. Under this policy, cash generated by our company in excess of operating needs, interest and principal payments on indebtedness, capital expenditures sufficient to maintain our properties and other assets and $6.0 million of dividend restricted cash (that can be used for the payment of dividends on the Class A common stock or for any other purpose other than the payment of dividends on the Class B common stock) would in general be distributed as regular quarterly cash dividends (up to the intended dividend rate set forth below) to the holders of our Class A common stock and as regular annual cash dividends (up to the permitted dividend rate set forth below) to the holders of our Class B common stock and not be retained by us as cash on our consolidated balance sheet.

        We currently intend to make our first dividend payment on our Class A common stock on January 30, 2005, which will be a partial quarterly dividend payment for the period commencing on the date of completion of this offering and ending on January 1, 2005. Under our dividend policy, subject to the assumptions and considerations set forth below under "—Assumptions and Considerations" and the risks set forth under "Risk Factors," we intend to pay quarterly dividends of $0.212 per share of Class A common stock and to continue to pay quarterly dividends at this rate for the first four full quarterly dividend payment periods following the closing of this offering.

        We currently intend to make our first dividend payment on our Class B common stock on February 20, 2006, which will be an annual dividend payment for the year ending on December 31, 2005. Under our Class B dividend policy, subject to the assumptions and considerations set forth below under "—Assumptions and Considerations" and the risks set forth below under "Risk Factors," we intend to pay an annual dividend per Class B share equal to Class B Available Cash (as defined below) for that period, divided by the number of Class B shares outstanding on the record date for such period, subject to the subordination provisions described below.

        The maximum amount of dividends that we are permitted to pay to holders of our Class B common stock assuming the underwriters exercise their over-allotment option in full is $0.848 per share per annum, or $6.4 million in the aggregate. In order to pay Class B dividends at the maximum permitted amount, our EBITDA for the twelve months ended December 31, 2005 would need to be at least $78.9 million. We expect our EBITDA for the twelve months ended December 31, 2005 will be less than that amount and consequently we do not expect to pay Class B dividends at the maximum permitted amount.

        "Class B Available Cash" means the lesser of

•

"excess cash" (See "Description of Notes—Certain Definitions" for the definition of excess cash) for the last four fiscal quarters, including the most recently completed fiscal quarter (the "Class B Testing Period"), minus the sum of the aggregate amount of the prior four Class A dividends, and minus dividend restricted cash of $6.0 million; for purposes of calculating excess cash as defined, for this purpose only, the aggregate amount set forth in the paragraph numbered 3 under the definition of excess cash shall be the greater of the aggregate amount of such capital expenditures or $6.5 million; or



•

the aggregate per share amount of dividends declared or to be declared on our Class A common stock (or 1.1 times such amount for dividends with respect to periods commencing after December 30, 2006) with respect to the annual period for which the dividends on our Class B common stock are to be paid multiplied by the number of shares of our Class B common stock issued and outstanding on the last day of such period.

16

        We intend to pay dividends quarterly on our Class A common stock on January 30, April 30, July 30 and October 30 to the holders of record as of December 31, March 31, June 30 and September 30, respectively. We intend to pay dividends on our Class B common stock annually, subject to the subordination provisions described below, on February 20 each year to holders of record on the preceding December 31. For years ending subsequent to January 2, 2010, we intend to pay dividends on our Class B common stock quarterly on January 30, April 30, July 30 and October 30 of each year to holders of record on the preceding December 31, March 31, June 30 and September 30. Under our certificate of incorporation, for each annual dividend payment period after the dividend payment period ending on December 30, 2006, and through the dividend payment period ending on January 2, 2010, if we declare and pay dividends on our Class A common stock, the holders of our Class B common stock will have the right (subject to the subordination provisions described below) to dividend payments equal to Class B Available Cash (up to 1.1 times the amount of dividends paid per share to holders of our Class A common stock). For quarterly periods subsequent to January 2, 2010, if we declare and pay dividends on our Class A, the holders of our Class B common stock will be entitled to dividend payments of 1.1 times the amount paid per share to the holders of our Class A common stock.

        We have not paid any dividends in the past.

        If we have any remaining cash after the payment of dividends as contemplated above, our board of directors will, in its sole discretion, decide to use that cash for those purposes it deems necessary including, but not limited to, funding additional capital expenditures or acquisitions, if any, repaying indebtedness, paying additional dividends or for general corporate purposes. However, notwithstanding this dividend policy, the amount of dividends, if any, for each dividend payment date, including the January 30, 2005 dividend payment date, will be determined by our board of directors on a quarterly basis after taking into account the factors set forth above and the dividend restrictions and other factors set forth below.

Subordination of Class B Dividends

        Under our organizational documents, with respect to the initial annual dividend payment period and through the dividend payment date(s) with respect to the quarterly and annual dividend payment periods ending January 2, 2010, dividends on our Class B common stock will be subordinated to the payment of dividends on our Class A common stock. Specifically,

•

an annual dividend on our Class B common stock may only be declared if we have declared and paid dividends on our Class A common stock no less than the quarterly rate of $0.212 per share for each of the four full fiscal quarters corresponding to such annual dividend payment period of the Class B common stock; and



•

no dividends on our Class B common stock may be declared with respect to any annual period unless the "Class B Threshold Amount" (as defined below) as of the last day of such period is at least $10.0 million.

        The subordination of dividends on our Class B common stock will be suspended upon the occurrence of any default or event of default under the indentures governing the senior notes and the senior subordinated notes and will become applicable again upon the cure of any default or event of default. Dividends on our Class B common stock will not be subordinated to dividends on our Class A common stock for any dividend period subsequent to January 2, 2010. If for any dividend payment date after the February 20, 2010 dividend payment date the amount of cash to be distributed is insufficient to pay dividends at the levels described above on our Class A and Class B common stock, any shortfall will reduce the dividends on the Class A and Class B common stock pro rata.

17

        "Class B Threshold Amount" as of any date means the amount of cash on our consolidated balance sheet as of such date calculated on a pro forma basis giving effect to the payment of any previously declared but unpaid dividends on any class of our capital stock and the payment of any dividends to be declared with respect to any class of our capital stock with respect to the period for which the Class B Threshold Amount is being calculated less any actual or funded borrowings under our new revolving credit facility (or any successor or additional revolving credit facility) as of such date.

Minimum EBITDA

        Subject to the assumptions and considerations set forth below under "—Assumptions and Considerations" and the risks set forth above and under "Risk Factors," we believe that our EBITDA for the 12-month period ending December 31, 2005 will be at least $73.4 million. However, as described below under "—Assumptions and Considerations," our results of operations may differ from our current expectation, which may adversely impact our ability to pay dividends at the levels described above, or at all. In accordance with our dividend policy if our EBITDA for the 12-month period ending December 31, 2005 is $73.4 million, the aggregate dividends we intend to pay on our Class A common stock and Class B common stock for the initial dividend payment periods would be $0.848 per share of Class A common stock (or $20.3 million in the aggregate) and $0.109 per share of Class B common stock (or $0.8 million in the aggregate), respectively. If the over-allotment option is not exercised, the aggregate dividends on our Class B common stock for the initial dividend payment periods would be $0.48 per share (or $6.1 million in the aggregate). We believe that, in order to fund dividends to holders of our Class A common stock at the rate of $0.848 per share per annum from cash generated by our business, our EBITDA for the 12-month period ending December 31, 2005 would need to be at least $66.5 million (assuming the over-allotment option is exercised in full). The Class B dividends are subject to the annual subordination provisions described above and may be reduced or not paid at all in any given year.

        We have chosen the 12-month period ending December 31, 2005 as the most relevant period for illustrating our ability to pay our intended quarterly dividend of $0.212 per share on our Class A common stock for the period from January 2, 2005 through December 31, 2005 because if our EBITDA for the 12-month period ending December 31, 2005 were at or above $66.5 million, we would be permitted to pay dividend on our Class A common stock at this level for the initial dividend payment periods under the restricted payment covenants in the indenture governing the notes, the indenture governing our senior subordinated notes and under the terms of our new revolving credit facility.

        The following table sets forth our calculation illustrating that $73.4 million of EBITDA (assuming the EIS over-allotment option is exercised in full) for the twelve month period ending December 31, 2005 would be sufficient to fund our intended dividends on our Class A common stock of $20.3 million in the aggregate and $0.8 million of Class B dividends in the aggregate and would satisfy our restricted

18

payment covenants. See "—Restrictions on Dividend Payments" below for a discussion of our restricted payment covenants.

Estimated Cash Available to Pay Dividends on Class A and Class B Common Stock Based on Estimated Minimum EBITDA (assuming full exercise of the EIS underwriters' over-allotment option)
		(Dollars in thousands)
Estimated minimum EBITDA for the twelve-month period ending December 31, 2005(1)		$	73,363
Less:
	Estimated capital expenditures(2)		7,250
	Estimated cash interest expense(3)		39,031
	Estimated cash income taxes(4)		—
	Estimated cash available to pay dividends on our Class A common stock(6)		27,082
Less:
Estimated dividends on Class A common stock			20,262
	Dividend restricted cash(5)		6,000
Estimated cash available to pay dividends on our Class B common stock(6)		$	820
Estimated fixed charge coverage ratio derived from the above(7)			1.9x
Estimated consolidated interest coverage ratio derived from the above(8)			1.8x
Estimated consolidated senior leverage ratio derived from the above(9)			2.7x
Estimated consolidated total leverage ratio derived from the above(10)			5.3x

        The table below illustrates for the fiscal year ended January 3, 2004 and the twelve months ended July 3, 2004, pro forma as adjusted to reflect the full 12 month impact of the Ortega acquisition and the Transactions as if they had occurred on December 29, 2002 and June 29, 2003, respectively, the amount of cash that would have been available for distribution to our stockholders subject to the assumptions described in the table.

		Assuming Full Exercise of the EIS Underwriters' EIS Over-Allotment Option
Pro Forma Cash Available to Pay Dividends		Fiscal Year Ended January 3, 2004			Twelve Months Ended July 3, 2004
		(Dollars in Thousands)
Net cash provided by operating activities		$	27,431		$	18,074
Interest expense, net			31,205			41,345
Income taxes			9,519			9,802
Amortization of deferred debt issuance costs and bond discount			(2,839	)		(2,314	)
Write-off of pre-existing deferred debt issuance costs			(1,831	)		—
Deferred income taxes			(4,382	)		(5,266	)
Changes in assets and liabilities, net of effects of business acquired			2,803			10,195
EBITDA			61,906			71,836
Pro forma adjustments for Ortega acquisition:(11)
	Net income from Ortega		3,283			2,220
	Interest expense, net		(195	)		(1,703	)
	Income taxes		2,081			1,395
	Depreciation and amortization		659			115
Pro forma EBITDA			67,734			73,863
Add-back of management fees-related party(12)			500			500
Add-back of excess corporate overhead costs allocated by the seller of Ortega(13)			3,143			—
Reduction for estimated additional public company administrative costs(12)			(1,000	)		(1,000	)
Pro forma EBITDA, as further adjusted			70,377			73,363
Reduction for estimated cash income tax expense(4)			—			—
Interest expense on    % senior notes(3)			(16,250	)		(16,250	)
Interest expense on    % senior subordinated notes(3)			(22,781	)		(22,781	)

19

Capital expenditures(2)			(7,250	)		(7,250	)
	Cash available to pay dividends	$	24,096		$	27,082

(1)

The estimated minimum EBITDA excludes one time charges that will be incurred during this period as part of this offering, including (i) non-cash expense of $6.6 million relating to the exercise of management options concurrent with the Transactions and (ii) payment of transaction bonuses of $1.0 million which will be funded with proceeds from this offering and the Transactions. See "Use of Proceeds."

Our estimated minimum EBITDA is not directly comparable to our historical EBITDA because we estimate we will incur annually approximately $1.0 million in incremental ongoing expenses associated with being a public EIS issuer, including director and officer liability insurance, expenses relating to the annual stockholders' meeting, printing expenses, investor relations expenses, additional filing fees, additional trustee fees, registrar and transfer agent fees, directors' fees, additional legal fees, listing fees and miscellaneous fees less existing management fees to related parties of $0.5 million that will no longer be paid following the consummation of this offering. We believe our estimated minimum EBITDA is directly comparable to our pro forma EBITDA as further adjusted because we have subtracted the estimated $1.0 million in incremental ongoing expenses associated with being a public EIS issuer and added the $0.5 million in management fees to our estimated minimum EBITDA.

(2)

Represents the mid-point of our expected range for capital expenditures for each of 2004 and 2005. Historically our capital expenditures have been predominantly used for maintaining our productive and information technology capacities and to a much lesser extent for increases in such capacities, and as a result we have not historically differentiated between such uses. Management believes that capital expenditures for each of fiscal years 2004 and 2005 within the expected range of $6.5 million to $8.0 million will be sufficient to allow us to maintain our productive and information technology capacities and to satisfy our foreseeable capacity growth needs for such fiscal years. Our capital expenditures for fiscal year 2003 were $6.4 million and our capital expenditures for the twelve months ended July 3, 2004 were $6.8 million. See "Management's Discussion and Analysis of Financial Conditions and Results of Operations—Liquidity and Capital Resources."

(3)

Represents our anticipated cash interest expense under our post-closing capital structure. Accordingly, it assumes 12.00% interest on $170.8 million (assuming the over allotment is exercised in full) of senior subordinated notes represented by EISs and $19.0 million of senior subordinated notes not represented by EISs. Assumes interest at 8.125% on $200.0 million of senior notes.

(4)

Represents our anticipated cash income tax expense under our post-closing capital structure assuming that our EBITDA for this period is up to $73.4 million, which is our pro forma EBITDA as further adjusted assuming full exercise of the EIS underwriters' over-allotment option for the twelve months ended July 3, 2004. Management estimates that our federal and state cash taxes for the twelve months ended December 31, 2005 should be approximately zero dollars taking into account projected refunds in respect of prior taxable years expected to be received in the third quarter of 2005 assuming that our EBITDA for this period is $73.4 million, which is our pro forma EBITDA as further adjusted assuming full exercise of the EIS underwriters' over-allotment option for the twelve months ended July 3, 2004. We will apply approximately $2.9 million of projected tax overpayments attributable to fiscal 2003 and 2004 to projected estimated tax payments due during the first and second quarters of fiscal 2005. In addition, the federal net operating loss projected for the 2004 fiscal year will be carried back, resulting in a projected cash refund of approximately $3.0 million which will be used in part to pay estimated taxes with respect to the third and fourth quarters of 2005 and in part to pay the balance of our fiscal 2005 projected state income tax liability. In computing our cash taxes, as adjusted for the Transactions for this period, we have assumed the following incremental deductions from taxable income resulting from the Transactions totaling $21.7 million: (i) approximately $13.4 million relating to the write-off of existing deferred financing costs and costs associated with the retirement of existing senior subordinated notes; (ii) approximately $6.6 million related to the deduction of other costs due to the exercise of certain management options; (iii) payment of transaction bonuses of $1.0 million; and (iv) write-off of existing bond discount of $0.7 million. Given that we expect our net cash taxes for the twelve month period ending December 31, 2005 to be zero dollars (assuming exercise of the EIS over-allotment option) and approximately $1.1 million (assuming no exercise), taking projected refunds into account, we have assumed our net cash taxes for the twelve month period ended July 3, 2004 presented above to also be zero dollars taking projected refunds into account, assuming the Transactions occurred at the beginning of the period. Although we expect our net cash income tax expense to be zero dollars for the twelve month period ending December 31, 2005 assuming that our EBITDA for this period is up to $73.4 million,

20

and that the EIS over-allotment option is exercised in future fiscal periods we expect to be required to pay net cash income taxes. Furthermore, if our EBITDA is greater than $73.4 million, we may be required to pay federal and/or state cash taxes for this period as well. In the event the EIS over-allotment is not exercised, we expect our net cash income tax expense for this period to be approximately $1.1 million.

(5)

Under our organizational documents, our EBITDA otherwise available for the payment of Class B dividends is reduced by an amount equal to $6.0 million annually.

(6)

Assuming full exercise of the underwriters' EIS over-allotment option.

			Dividends
		Number of Shares
			Per Share		Aggregate
Estimated dividends on our Class A common stock		23,893,533	$	0.848	$	20,262
Estimated dividends on our Class B common stock		7,556,446	$	0.109	$	820
	Estimated dividends on our outstanding common stock				$	21,082

The maximum amount of dividends that we are permitted to pay to holders of our Class B common stock assuming the EIS underwriters exercise their over-allotment option in full is $0.848 per share per annum, or $6.4 million in the aggregate. In order to pay Class B dividends at the maximum permitted amount, our EBITDA for the twelve months ended December 31, 2005 would need to be at least $78.9 million. We expect our EBITDA for the twelve months ended December 31, 2005 will be less than that amount and consequently we do not expect to pay Class B dividends at the maximum permitted amount.

(7)

Fixed charge coverage ratio is defined as EBITDA divided by cash interest expense. Under the indentures governing the senior subordinated notes and the senior notes, we may not pay dividends on our capital stock if our fixed charge coverage ratio for the four most recent fiscal quarters is less than 1.6 to 1.0.

(8)

Consolidated interest coverage ratio is defined as the ratio of our EBITDA for any period of four consecutive fiscal quarters to our consolidated interest expense for such period payable in cash. Under the terms of our new revolving credit facility, we may not pay dividends unless we maintain a consolidated interest coverage ratio of not less than 1.35 to 1.0.

(9)

Consolidated senior leverage ratio is defined as the ratio of our consolidated total debt, other than our senior subordinated notes, as of the last day of any period of four consecutive fiscal quarters to our EBITDA. Under the terms of our new revolving credit facility, we may not pay dividends unless we maintain a consolidated senior leverage ratio of not more than 3.5 to 1.0.

(10)

Consolidated total leverage ratio is defined as the ratio of our consolidated total debt of the last day of any period to our EBITDA for any period of four consecutive fiscal quarters. Under the terms of our new revolving credit facility, we may not pay dividends unless we maintain a consolidated total leverage ratio of not more than 6.0 to 1.0.

(11)

For the year ended January 3, 2004, represents adjustments to our historical EBITDA for the period from December 29, 2002 through August 20, 2003 (the day immediately prior to our acquisition of Ortega) as if the Ortega acquisition had occurred on December 29, 2002. For the latest twelve months ended July 3, 2004, represents adjustments to our historical EBITDA for the period from June 29, 2003 through August 20, 2003 (the day immediately prior to our acquisition of Ortega) as if the Ortega acquisition had occurred on June 29, 2003. The pro forma adjustments for the Ortega acquisition represent not only the operational effects of the acquisition of Ortega but also the transactional effects of the Ortega acquisition, including the incurrence of additional indebtedness and the refinancing of a portion of our existing indebtedness at interest rates different than those in effect prior to the Ortega acquisition.

(12)

Represents the add-back of $0.5 million of annual management fees to a related party and the reduction of $1.0 million for estimated annual additional public company administrative costs.

(13)

Represents the reduction of corporate overhead costs allocated by Nestlé to the Ortega line of products for the period prior to the acquisition. These allocations include costs related to employee benefits, human resources, management information systems, finance, selling and other general and administrative expenses. Had Ortega's operations been included in our operations and cost structure from December 29, 2002 through the date of acquisition, management believes these costs or allocations would not have occurred. In the results for the twelve months ended July 3, 2004, which reflects the full integration of the Ortega line of products into our business, these comparable costs or allocations did not occur.

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         Following the payment of dividends on our Class A common stock as contemplated by our dividend policy, we would have had cash available to pay dividends on our Class B common stock as follows:

	Assuming Full Exercise of the EIS Underwriters' Over-Allotment Option
	Fiscal Year Ended January 3, 2004			Twelve Months Ended July 3, 2004
Cash available to pay Class A common stock dividends	$	24,096		$	27,082
Class A common stock dividends		(20,262	)		(20,262	)
Dividend restricted cash		(6,000	)		(6,000	)
Cash available to pay Class B common stock dividends		(2,166	)		820
Class B common stock dividends(1)	$	—		$	820

(1)

The maximum amount of Class B dividends payable, would have been $0.0 and $0.8 million for the fiscal year ended January 3, 2004 and the twelve months ended July 3, 2004, respectively. Under our Class B dividend policy, the dividends paid on our Class B common stock in any year ending on or prior to January 2, 2010 will be equal to Class B Available Cash as defined above and are subordinated to dividends on our Class A common stock.

        As illustrated by the table above, for the fiscal year ended January 3, 2004 and the twelve months ended July 3, 2004, on a pro forma as adjusted basis to reflect the full twelve month impact of the Ortega acquisition and the Transactions as if they had occurred on December 29, 2002 and June 29, 2003, respectively, we would have had sufficient cash available to pay dividends to the holders of our Class A and Class B common stock at the level set forth above. We would not have paid any Class B dividends for the fiscal year ended January 3, 2004. In addition, if our actual capital expenditures were at the high-point of our expected range of capital expenditures instead of at the mid-point of our expected range, cash available to pay Class A common stock dividends and Class B common stock dividends would have been reduced by a further $750,000 during each period presented; consequently, we would have had sufficient cash available to pay dividends to the holders of our Class A common stock at the level set forth above and we would have further reduced our Class B dividends for the twelve months ended July 3, 2004 by $750,000.

Assumptions and Considerations

        Based upon a review and analysis conducted by our management and our board of directors and subject to the assumptions and considerations set forth below and the risks set forth under "Risk Factors," we believe that our EBITDA for the 12-month period ending December 31, 2005 will be at least $73.4 million, and we have determined that the assumptions as to capital expenditures, cash interest expense and cash taxes set forth in the preceding tables are reasonable. We considered numerous factors in establishing our belief concerning the EBITDA and cash available to pay dividends required to support our dividend policy and our belief that our minimum EBITDA for the 12-month period ending December 31, 2005 will be at least $73.4 million, including the following:

•

our pro forma as adjusted EBITDA for the twelve months ended July 3, 2004, reflecting the full year impact of the Ortega acquisition was $73.4 million;



•

for fiscal year 2003, our EBITDA was $61.9 million. Results for 2003 include the results of Ortega since the date of acquisition in August 2003 through the end of the fiscal period. Absent our acquisition of Ortega we would not be able to meet our estimated minimum EBITDA for the twelve-months ended December 31, 2005 of $73.4 million. With the pro forma effect of our acquisition of Ortega, our cash available to pay Class A and Class B dividends would have been sufficient to pay dividends at the levels set forth above. We would not have paid any Class B dividends for the fiscal year ended January 3, 2004. We believe, based upon our and Ortega's

22

historical performance and the other assumptions and considerations set forth under this heading, that our acquisition of Ortega provides us with the means to meet our estimated minimum EBITDA for the twelve months ended December 31, 2005 necessary to pay the Class A dividends in full;

•

we expect to make capital expenditures of between $6.5 million and $8.0 million for each of fiscal years 2004 and 2005. Historically, our capital expenditures have been predominantly used for maintaining our productive and information technology capacities and to a much lesser extent for increases in such capacities, and as a result we have not historically differentiated between such uses. Management believes that capital expenditures between the expected range of $6.5 million to $8.0 million will be sufficient to allow us to maintain our productive and information technology capacities and to satisfy our foreseeable capacity growth needs for such fiscal years. Our capital expenditures for fiscal year 2003 were $6.4 million and our capital expenditures for the twelve months ended July 3, 2004 were $6.8 million;



•

while our working capital balances may vary, there has not been a recent trend toward material working capital growth; our recent historical working capital usage includes, for example, our semi-annual interest payment on our existing senior subordinated notes of $10.6 million paid in our first and third quarters; we do not expect to have cash needs and do not anticipate having to borrow under our new revolving credit facility to fund changes in working capital in the aggregate for the 12-month period ending December 31, 2005; and



•

based upon a pro forma analysis of the impact of our new capital structure (including the payment of dividends at the level described above) on our operations and performance in prior years:



–

our new revolving credit facility would have had sufficient capacity to finance the fluctuations we experienced historically in working capital and our other cash needs; and



–

we do not anticipate borrowing under our new revolving credit facility to pay dividends for any quarterly dividend payment period through at least the quarterly dividend payment period ending on December 31, 2005.

        We have also assumed that:

•

our general business climate, including such factors as consumer demand for our products, competitive activity and costs of key commodities, labor and energy, will remain consistent with previous financial periods, except to the extent changes in our general business climate or such factors during the pertinent period are reasonably foreseeable; and



•

there will be no extraordinary business event such as a product recall or other regulatory event that might adversely affect our financial results, or any material adverse development that impairs our ability to manufacture, package and distribute our products or that impairs the market for or the pricing of our products, other than those events and developments the occurrence of which during the pertinent period are reasonably foreseeable.

See "Risk Factors—Risks Specific to Our Company" for a discussion of risks related to these assumptions.

        If our EBITDA for the 12-month period ending December 31, 2005 were to be below $66.5 million, if our assumptions as to capital expenditures, interest expense or the sufficiency of our new revolving credit facility to finance our working capital needs were to prove incorrect or if other assumptions stated above were to prove incorrect or if our capital expenditures are at the higher end of our expected range of capital expenditures, we would need either to reduce or eliminate dividends on our Class A common stock or, to the extent we were permitted to do so under the indenture governing our notes, the indenture governing our senior subordinated notes and the terms of our new revolving

23

credit facility, to fund a portion of our dividends with borrowings or from other sources. If we were to use working capital or permanent borrowings to fund dividends, we would have less cash and/or borrowing capacity available for future dividends and other purposes, which could negatively impact our financial condition, our results of operations and our ability to maintain or expand our business.

        We do not currently intend to borrow under our new revolving credit facility to fund the payment of any dividends on our Class B common stock.

        Sales of a number of our products tend to be seasonal. In the aggregate, however, our sales are not heavily weighted to any particular quarter due to the diversity of our product and brand portfolio. We purchase most of the produce used to make our shelf-stable pickles, relishes, peppers and other related specialty items during the months of July through October, and we purchase all of our maple syrup requirements during the months of April through July. Consequently, our liquidity needs are greatest during these periods. We expect to generate sufficient cash, in the aggregate, during the 12-month period ending December 31, 2005 to cover any changes in our working capital requirements. We will also have additional borrowing capacity of up to $30 million, less outstanding letters of credit ($0.6 million at July 3, 2004), under our new revolving credit facility if our internally generated cash is insufficient to cover changes in our working capital requirements.

        We cannot assure you that our EBITDA will in fact be at least $73.4 million (or $66.5 million, the minimum EBITDA required to support payment of dividends on the Class A common stock in accordance with our dividend policy) or that it will equal or exceed our historical EBITDA, and our belief that it will be at least $73.4 million is subject to all of the risks, considerations and factors identified in other sections of this prospectus, including those identified in the section entitled "Risk Factors."

        As noted above, we intend to pay dividends for the period from January 2, 2005 through December 31, 2005, the initial dividend payment periods. We have estimated our minimum EBITDA for the 12-month period ending December 31, 2005, which we believe is the most relevant 12-month period for determining cash flow available to pay our intended dividends on our Class A common stock and Class B common stock for the initial dividend payment periods. There can be no assurance that during or following the initial dividend payment periods we will pay dividends at the levels estimated above, or at all. Dividend payments are not mandatory or guaranteed, are within the absolute discretion of our board of directors and will be dependent upon many factors and future developments that could differ materially from our current expectations. Over time, our EBITDA and capital expenditure, working capital and other cash needs will be subject to uncertainties, which could impact the level of any dividends we pay in the future.

        Interest on indebtedness under our new revolving credit facility will be floating. As a result, our interest expense under our new revolving credit facility will increase if we have any outstanding borrowings under the revolving credit facility and may further increase if interest rates in the general economy rise. To the extent we finance capital expenditures, working capital or other cash needs with indebtedness under our revolving credit facility or otherwise, we will begin to incur incremental cash interest expense and debt service obligations that could reduce our cash available to pay dividends.

        Our intended policy to distribute rather than retain cash available to pay dividends (up to the intended dividend rates set forth above) is based upon our current assessment of our business and the environment in which we operate, and that assessment could change based on competitive or other developments (which could, for example, increase our need for capital expenditures or working capital), new acquisition opportunities or other factors. Our board of directors is free to depart from or change our dividend policy at any time and could do so, for example, if it were to determine that we had insufficient cash to take advantage of growth opportunities. Although management currently has no specific plans to increase capital spending to materially expand our business, management will evaluate

24

acquisition opportunities as they arise and may pursue opportunities that it believes may result in net increases to our cash available for distribution.

Restrictions on Dividend Payments

        Our ability to pay future dividends, if any, with respect to shares of our capital stock will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions, provisions of applicable law and other factors that our board of directors may deem relevant. Under Delaware law, our board of directors may declare dividends only to the extent of our "surplus" (which is defined as total assets at fair market value minus total liabilities, minus statutory capital), or if there is no surplus, out of our net profits for the then current and/or immediately preceding fiscal years. We do not anticipate that we will have sufficient earnings to pay dividends and therefore expect that we will pay dividends out of surplus. Although we believe we will have sufficient surplus to pay dividends at the intended level on our Class A common stock and Class B common stock during the initial dividend payment periods following the closing of the Transactions, our board of directors will seek periodically and from time to time to assess the appropriateness of the then current dividend policy before actually declaring any dividends.

        The indentures governing our notes and senior subordinated notes will restrict our ability to declare and pay dividends on our common stock as follows:

•

we may use up to 100% of our excess cash (as defined below) for the period (taken as one accounting period) from and including the first fiscal quarter beginning after the date of the indenture to the end of our most recently ended fiscal quarter for which internal financial statements are available at the time of such payment plus certain incremental funds described in the indenture for the payment of dividends so long as the fixed charge coverage ratio for the four most recent fiscal quarters for which internal financial statements are available is not less than 1.6 to 1.0;



•

at any time the fixed charge coverage ratio for the four preceding fiscal quarter period is less than 1.6 to 1.0, we may pay dividends on our common stock, in the quarter in which such payment is made, of up to $10.0 million in the aggregate plus certain incremental funds;



•

if our net cash balance is less than $10.0 million at the end of any fiscal year beginning with the fiscal year ended January 1, 2005, then we may only use up to 98% of our excess cash pursuant to the first bullet of this paragraph until the earlier of (a) the first fiscal year end thereafter at which our net cash balance (which is the amount of cash and cash equivalents set forth on our consolidated balance sheet as of such period end minus funded indebtedness under any secured revolving credit facility) equals or exceeds $10.0 million or (b) the first fiscal quarter thereafter at which our net cash balance exceeds $12.5 million; and



•

we may not pay any dividends on any dividend payment date if a default or event of default under the indenture has occurred or is continuing.

        Notwithstanding the foregoing restrictions set forth in the indentures, under the terms of the indentures we will be permitted to pay dividends on our Class A common stock at the intended dividend rate on January 30, 2005 dividend payment date for the partial quarterly dividend payment period ending January 1, 2005 and the first three full quarterly dividend payment periods ending April 2, 2005, July 2, 2005 and October 1, 2005 so long as no event of default has occurred and is continuing or would be caused by such dividend payments. See "Description of Notes" for a more complete description of the dividend restriction described above.

        Excess cash is defined in the indenture governing the senior subordinated notes, under the terms of the new revolving credit facility and in the indenture governing our notes. Excess cash is calculated as consolidated cash flow, as defined in the indentures and under the terms of the new revolving credit

25

facility (and which is equivalent to the term EBITDA), minus the sum of cash tax expense, cash interest expense, certain capital expenditures and certain repayment of indebtedness. Excess cash is not a substitute for operating income or net income, as determined in accordance with generally accepted accounting principles. Excess cash is not a complete net cash flow measure because excess cash is a measure of liquidity that does not include reductions for cash payments for an entity's obligation to fund changes in its working capital, acquisitions, if any, and repay its debt and pay its dividends. Rather, excess cash is one potential indicator of our ability to fund these cash requirements in compliance with our debt agreements. Excess cash is also not a complete measure of our profitability because it does not include costs and expenses for depreciation and amortization. We believe that the most directly comparable GAAP measure to excess cash is net cash provided by operating activities. We present a reconciliation of EBITDA (equivalent to consolidated cash flow) to net cash provided by operating activities for fiscal 2001, 2002 and 2003 and the twenty-six week period ended June 28, 2003 and twenty-six week period ended July 3, 2004 in "Management's Discussion and Analysis of Financial Condition and Results of Operations." We believe excess cash is indicative of our ability to declare and pay dividends on our common stock, including the Class A and Class B common stock, in compliance with the restricted payment covenants under the indenture governing the senior subordinated notes, the terms of our new revolving credit facility and the indenture governing the notes. See "Excess Cash" under "Description of Notes—Certain Definitions."

        Excess cash does not represent the amount we intend to distribute as dividends for any quarterly period but rather is a restriction on the maximum level of dividend payments, if any, that we will be permitted to declare and pay under the terms of the indentures governing our senior subordinated notes and notes and under and our new revolving credit facility.

        In addition, the terms of our new revolving credit facility will also restrict our ability to declare and pay dividends on our common stock. In accordance with the terms of our new revolving credit facility, we will not be permitted to declare or pay dividends unless we are permitted to do so under the indenture governing the notes and senior subordinated notes. In addition, our new revolving credit facility will not permit us to pay dividends unless we maintain:

•

a "consolidated interest coverage ratio" (defined as the ratio of our EBITDA for any period of four consecutive fiscal quarters to our consolidated interest expense for such period payable in cash) of not less than 1.35 to 1.0;



•

a "consolidated senior leverage ratio" (defined as the ratio of our consolidated total debt, other than our senior subordinated notes, as of the last day of any period of four consecutive fiscal quarters to our EBITDA) of not more than 3.5 to 1.0; and



•

a "consolidated total leverage ratio" (defined as the ratio of our consolidated total debt of the last day of any period to our EBITDA for any period of four consecutive fiscal quarters) of not more than 6.0 to 1.0.

        See "Description of Certain Indebtedness."

26

RISK FACTORS

Before you invest in the notes, you should carefully consider the risk factors set forth below as well as the other information contained in this prospectus. Any of the following risks could materially and adversely affect our business, consolidated financial condition, results of operations or liquidity. In such case, you may lose all or part of your original investment.

Risks Relating to this Offering

We have substantial indebtedness, which could:

•

restrict our ability to service the notes; and

•

impact our financing options and liquidity position.

        We currently have and following this offering and the other Transactions will continue to have a significant amount of indebtedness. At July 3, 2004, after giving pro forma effect to this offering and the other Transactions, we would have had $200.0 million of senior indebtedness and $167.6 million of senior subordinated indebtedness ($189.8 million if the over-allotment option related to the EIS offering is exercised in full).

        The degree to which we are leveraged on a consolidated basis could have important consequences to the holders of the notes, including:

•

our ability in the future to obtain additional financing for working capital, capital expenditures or acquisitions may be limited;



•

we may not be able to refinance our indebtedness on terms acceptable to us or at all;



•

a significant portion of our cash flow is likely to be dedicated to the payment of interest on our indebtedness, thereby reducing funds available for future operations and capital expenditures; and



•

we may be more vulnerable to economic downturns and be limited in our ability to withstand competitive pressures.

Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial indebtedness.

        While our new revolving credit facility will contain total leverage, senior leverage and cash interest coverage maintenance covenants and the indentures governing the notes and senior subordinated notes will contain incurrence covenants that will restrict our ability to incur debt as described under "Description of Notes," and "Description of Certain Indebtedness" as long as we meet these financial covenant tests we will be allowed to incur additional indebtedness. In addition, the indenture governing the notes will allow us to issue additional notes and additional senior subordinated notes with terms identical (other than issuance date) to the notes and the senior subordinated notes we are currently offering under certain circumstances.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control. We may not be able to repay or refinance the notes, the new revolving credit facility or the senior subordinated notes upon terms acceptable to us if at all.

        Our ability to make payments on and to refinance our indebtedness, including the senior subordinated notes, and to fund planned capital expenditures will depend on our ability to generate cash flow from operations in the future. This ability, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

27

        A significant portion of our cash flow from operations will be dedicated to servicing our debt requirements. In addition, we currently intend to distribute a significant portion of any remaining cash flow to our stockholders in the form of dividends. Moreover, prior to the maturity of the notes, we will not be required to make any payments of principal on the notes.

        Our ability to continue to expand our business will, to a certain extent, be dependent upon our ability to borrow funds under our new revolving credit facility and to obtain other third-party financing, including through the sale of securities. The new revolving credit facility will be subject to periodic renewal or must otherwise be refinanced. If we are unable to refinance our indebtedness, including our new revolving credit facility or the notes, on commercially reasonable terms or at all, we would be forced to seek other alternatives, including:

•

sales of assets;



•

sales of equity; and



•

negotiations with our lenders or noteholders to restructure the applicable debt.

        In addition, if we are unable to refinance the notes or the senior subordinated notes, our failure to repay all amounts due on the applicable maturity date would cause a default under the applicable indenture.

        If we are forced to pursue any of the above options, our business and/or the value of your investment in the notes could be adversely affected.

We are a holding company and we rely on dividends, interest and other payments, advances and transfers of funds from our subsidiaries to meet our debt service and other obligations.

        We are a holding company and all of our assets are held by our direct and indirect subsidiaries and we will rely on dividends and other payments or distributions from our subsidiaries to meet our debt service obligations and to enable us to pay dividends. The ability of our subsidiaries to pay dividends or make other payments or distributions to us will depend on their respective operating results and may be restricted by, among other things, the laws of their jurisdiction of organization (which may limit the amount of funds available for the payment of dividends), agreements of those subsidiaries, the new revolving credit facility, the terms of the indenture governing the notes and the covenants of any future outstanding indebtedness we or our subsidiaries incur.

We will be subject to restrictive debt covenants and other requirements related to our debt that will limit our business flexibility by imposing operating and financial restrictions on our operations.

        The agreements governing our indebtedness impose significant operating and financial restrictions on us. These restrictions prohibit or limit, among other things:

•

the incurrence of additional indebtedness and the issuance of certain preferred stock or redeemable capital stock;



•

the payment of dividends on, and purchase or redemption of, capital stock;



•

a number of other restricted payments, including investments;



•

specified sales of assets;



•

specified transactions with affiliates;



•

the creation of a number of liens; and



•

consolidations, mergers and transfers of all or substantially all of our assets.

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        The new revolving credit facility will require us to maintain specified financial ratios and satisfy financial condition tests, including, without limitation, the following: a maximum leverage ratio, a minimum interest coverage ratio and a maximum senior leverage ratio.

        Our ability to comply with the ratios or tests may be affected by events beyond our control, including prevailing economic, financial and industry conditions. A breach of any of these covenants, or failure to meet or maintain ratios or tests could result in a default under the new revolving credit facility, the indenture governing the notes and/or the indenture governing the senior subordinated notes. In addition, upon the occurrence of an event of default under the new revolving credit facility or the indenture governing the notes, the lenders could elect to declare all amounts outstanding under the new revolving credit facility and the notes, together with accrued interest, to be immediately due and payable. If we were unable to repay those amounts, the lenders could proceed against the security granted to them to secure that indebtedness. If the lenders accelerate the payment of the indebtedness, our assets may not be sufficient to repay in full this indebtedness and our other indebtedness, including the notes.

The indenture governing the notes, our new revolving credit facility and the indenture governing the senior subordinated notes will permit us to pay a significant portion of our free cash flow to stockholders in the form of dividends. Any amounts paid by us in the form of dividends to our stockholders will not be available in the future to satisfy our obligations to the holders of the notes and our other indebtedness.

        Although we expect the indenture governing the notes, our new revolving credit facility and the indenture governing the senior subordinated notes will have some limitations on our payment of dividends, they will permit us to pay a significant portion of our free cash flow to stockholders in the form of dividends. Following completion of the EIS offering, we intend to pay quarterly dividends on our Class A common stock and annual dividends on our Class B common stock as described herein. See "Summary—Divided Payments to Holders of EISs." Specifically, the indenture governing the notes permits us to use up to 100% of our excess cash (which is consolidated cash flow, as defined in the indenture, minus the sum of cash tax expense, cash interest expense, certain capital expenditures and certain repayment of indebtedness) for the period (taken as one accounting period) from and including the first fiscal quarter beginning after the date of the indenture to the end of our most recent fiscal quarter for which internal financial statements are available at the time of such payments, plus certain incremental funds described in the indenture for the payment of dividends, so long as the fixed charge coverage ratio for the four most recent fiscal quarters for which internal financial statements are available period is not less than 1.6 to 1.0, subject to certain limitations, as more fully described in "Description of Notes—Certain Covenants—Restricted Payments." In addition, at any time the fixed charge coverage ratio for such four-fiscal quarter period is less than 1.6 to 1.0, we may pay dividends on our common stock, in the quarter in which such payment is made, of up to $10.0 million in the aggregate plus certain incremental funds. The new revolving credit facility (subject to certain financial ratio requirements) and the indenture governing the notes will permit us to use up to 100% of our excess cash, as defined in the new revolving credit facility and the indenture governing the notes and described in detail in "Description of Notes—Certain Covenants" and "Description of Certain Indebtedness—New Revolving Credit Facility" plus certain other amounts under certain limited circumstances to fund dividends on our shares of common stock. Any amounts paid by us in the form of dividends will not be available in the future to satisfy our obligations to the holders of our notes and our other other indebtedness.

The realizable value of our assets upon liquidation may be insufficient to satisfy claims.

        At July 3, 2004 our total assets included intangible assets in the amount of $382.1 million, representing approximately 67.7% of our total consolidated assets. The value of these intangible assets will continue to depend significantly upon the continued profitability of the respective brands. As a

29

result, in the event of a default on the notes or any bankruptcy or dissolution of our company, the realizable value of these assets may be substantially lower and may be insufficient to satisfy the claims of our creditors.

We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture.

        Upon the occurrence of certain specific kinds of change of control events, we will be required to offer to repurchase all outstanding notes at 101% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of notes or that restrictions in our new senior credit facilities will not allow such repurchases. See "Description of Notes—Repurchase at the Option of Holders."

Your right to receive payments on these notes is effectively subordinated to the rights of our existing and future secured creditors. Further, the guarantees of these notes are effectively subordinated to all the guarantors' existing and future secured indebtedness.

        Holders of our secured indebtedness and the secured indebtedness of the guarantors will have claims that are prior to your claims as holders of the notes to the extent of the value of the assets securing that other indebtedness. Notably, we and certain of our subsidiaries, including the guarantors, are parties to the new revolving credit facility, which will be secured by liens on substantially all of our and the guarantors' assets. The notes will be effectively subordinated to all that secured indebtedness. In the event of any distribution or payment of our assets in any foreclosure, dissolution, winding-up, liquidation, reorganization, or other bankruptcy proceeding, holders of secured indebtedness will have prior claim to those assets that constitute their collateral. Holders of the notes will participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as the notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the notes. As a result, holders of notes may receive less, ratably, than holders of secured indebtedness.

        As of July 3, 2004, on a pro forma basis after giving effect to the Transactions, the aggregate amount of our secured indebtedness and the secured indebtedness of our subsidiaries would have been zero, and approximately $29.4 million would have been available for additional borrowing under the new revolving credit facility (net $0.6 million reserved for issued and outstanding letters of credit). We will be permitted to borrow substantial additional indebtedness, including additional secured debt, in the future under the terms of the indenture. See "Description of Certain Indebtedness—New Revolving Credit Facility."

Holders of the notes will be structurally subordinated to the debt of our non-guarantor subsidiaries.

        Our present foreign subsidiary and any future foreign or partially owned domestic subsidiaries will not be guarantors of the notes. As a result, no payments are required to be made to us from the assets of these subsidiaries.

        In the event of bankruptcy, liquidation or reorganization of any of the non-guarantor subsidiaries, holders of their indebtedness, including their trade creditors, would generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us for payment to you. As a result, the notes are effectively subordinated to the indebtedness of the non-guarantor subsidiaries.

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        As of July 3, 2004, our non-guarantor subsidiary, Les Produits Alimentaires Jacques et Fils Inc., had no net sales and total assets of $1.0 million or 0.2% of our consolidated assets and total liabilities, excluding liabilities owed to us, of $2.1 million or 0.4% of our consolidated liabilities.

If the guarantees of the notes are held to be invalid or unenforceable or are limited in accordance with their terms, the notes would be structurally subordinated to the debt of our subsidiaries.

        Under federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debt of the guarantor, if, among other things, the guarantor, at the time that it assumed the guarantee:

•

issued the guarantee to delay, hinder or defraud present or future creditors; or



•

received less than reasonably equivalent value or fair consideration for issuing the guarantee and, at the time it issued the guarantee:



•

was insolvent or rendered insolvent by reason of issuing the guarantee and the application of the proceeds of the guarantee;



•

was engaged or about to engage in a business or a transaction for which the guarantor's remaining assets available to carry on its business constituted unreasonably small capital;



•

intended to incur, or believed that it would incur, debts beyond its ability to pay the debts as they mature; or



•

was a defendant in an action for money damages, or had a judgment for money damages docketed against it if, in either case, after final judgment, the judgment is unsatisfied.

        In addition, any payment by the guarantor under its guarantee could be voided and required to be returned to the guarantor or to a fund for the benefit of the creditors of the guarantor or the guarantee could be subordinated to other debt of the guarantor.

        The measures of insolvency for the purposes of fraudulent transfer laws vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a person would be considered insolvent if, at the time it incurred the debt:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of its assets;



•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or



•

it could not pay its debts as they become due.

        We cannot be sure what standard a court would apply to determine whether the subsidiary guarantors were solvent at the relevant time. Regardless of the standard that the court uses, we cannot be sure that the issuance by the subsidiary guarantors of the subsidiary guarantees would not be voided or the subsidiary guarantees would not be subordinated to their other debt.

        The guarantee of the notes by any subsidiary guarantor could be subject to the claim that, since the guarantee was incurred for our benefit, and only indirectly for the benefit of the subsidiary guarantor, the obligations of the subsidiary guarantor were incurred for less than fair consideration. If such a claim were successful and it was proven that the subsidiary guarantor was insolvent at the time the guarantee was issued, a court could void the obligations of the subsidiary guarantor under the guarantee or subordinate these obligations to the subsidiary guarantor's other debt or take action detrimental to holders of the notes. If the guarantee of any subsidiary guarantor were voided, the notes would be effectively subordinated to the indebtedness of that subsidiary guarantor.

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Interest on the senior subordinated notes may not be deductible by us for U.S. federal income tax purposes, which could significantly reduce our future cash flow and impact our ability to make interest and dividend payments.

        If all or a portion of the senior subordinated notes were treated as equity rather than debt for U.S. federal income tax purposes, then a corresponding portion of the interest on the senior subordinated notes would not be deductible by us for U.S. federal income tax purposes. In addition, we would be subject to liability for U.S. withholding taxes on interest payments to non-U.S. holders if such payments were determined to be dividends. Our inability to deduct interest on the senior subordinated notes could materially increase our taxable income and, thus, our U.S. federal and applicable state income tax liability. Our liability for income taxes (and withholding taxes) if the senior subordinated notes were determined to be equity for income tax purposes would materially reduce our after-tax cash flow and would materially and adversely impact our ability to make interest and/or dividend payments and could impact our ability to continue as a going concern. In the case of foreign holders, treatment of the senior subordinated notes as equity for U.S. federal income tax purposes would subject such holders in respect of the senior subordinated notes to withholding or estate taxes in the same manner as with regard to common stock and could subject us to liability for withholding taxes that were not collected on payments of interest. Therefore, foreign holders would receive any such payments net of the tax withheld.

        Even if the IRS does not challenge the tax treatment of the senior subordinated notes, it is possible that we will at some point in the future, as a result of changes in circumstances or facts that come to light after this offering, conclude that we should establish a reserve for contingent tax liabilities associated with a disallowance of all or part of the interest deductions on the senior subordinated notes, although our present view is that no such reserve is necessary or appropriate. If we decide to maintain such a reserve, our ability to pay dividends on the shares of our common stock could be materially impaired and the market price and/or liquidity for the EISs or our common stock could be adversely affected.

        For discussion of these tax related risks, see "Management's Discussion and Analysis of Financial Conditions and Results of Operations—Critical Accounting Policies; Use of Estimates—Income Tax Expense Estimates and Policies."

The market price for the notes may be volatile.

        Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes offered hereby. The market for the notes, if any, may be subject to similar disruptions. Any such disruptions may adversely affect the value of your notes.

Risks Specific to Our Company

The packaged food industry is highly competitive.

        The packaged food industry is highly competitive. Numerous brands and products, including private label products, compete for shelf space and sales, with competition based primarily on product quality, convenience, price, trade promotion, consumer promotion, brand recognition and loyalty, customer service, effective advertising and promotional activities and the ability to identify and satisfy emerging consumer preferences. We compete with a significant number of companies of varying sizes, including divisions or subsidiaries of larger companies. Many of these competitors have multiple product lines, substantially greater financial and other resources available to them and may have lower fixed costs and/or are substantially less leveraged than our company. If we are unable to continue to compete successfully with these companies or if competitive pressures or other factors cause our products to lose market share or result in significant price erosion, our business, consolidated financial

32

condition, results of operations or liquidity could be materially and adversely affected. See "Business—Competition."

We may be unable to maintain our profitability in the face of a consolidating retail environment.

        Our largest customer, Wal-Mart Stores, Inc., accounted for 6.1% of our fiscal 2003 pro forma net sales and our ten largest customers together accounted for approximately 37.0% of our fiscal 2003 pro forma net sales. As the retail grocery trade continues to consolidate and our retail customers grow larger and become more sophisticated, our retail customers may demand lower pricing and increased promotional programs. Further, these customers are reducing their inventories and increasing their emphasis on private label products. If we fail to use our marketing expertise and unique products and category leadership positions to respond to these trends, or if we lower our prices or increase promotional support of our products and are unable to increase the volume of our products sold, our profitability may be adversely affected.

If we are unable to retain our key management personnel, our growth and future success may be impaired and our financial condition could suffer as a result.

        Our success depends to a significant degree upon the continued contributions of senior management, certain of whom would be difficult to replace. In addition, we do not maintain key-man life insurance on any of our executive officers. As a result, departure by our executive officers could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity. See "Our Management."

Most of our food product categories are mature and certain categories have experienced declining consumption rates from time to time. We may be unable to offset any reduction in net sales in these categories through increased trade spending for these categories or an increase in net sales in other categories.

        If consumption rates and sales in our mature food product categories continue to decline, our revenue and operating income may be adversely affected, and we may not be able offset this decrease in business with increased trade spending or an increase in sales or profitability of other products and product categories.

We may have difficulties integrating any future acquisitions or identifying new licensing arrangements.

        We may pursue additional acquisitions of food product lines and businesses. However, we may be unable to identify additional acquisitions or may be unable to integrate and manage any acquired product lines or businesses successfully or achieve a substantial portion of any anticipated cost savings from these acquisitions or other anticipated benefits in the timeframe we anticipate, or at all. In addition, any acquired product lines or businesses may require a greater amount of trade and promotional spending than we anticipate. Historically, we have grown net sales for some but not all of the brands we have acquired. Acquisitions involve numerous risks, including difficulties in the assimilation of the operations, technologies, services and products of the acquired companies, personnel turnover and the diversion of management's attention from other business concerns. Any inability by us to integrate and manage any acquired product lines or businesses in a timely and efficient manner, any inability to achieve a substantial portion of any anticipated cost savings or other anticipated benefits from these acquisitions in the time frame we anticipate or any unanticipated required increases in trade or promotional spending could adversely affect our business, consolidated financial condition, results of operations or liquidity. Moreover, future acquisitions by us could result in our incurring substantial additional indebtedness, being exposed to contingent liabilities or incurring the impairment of goodwill and other intangible assets, all of which could adversely affect our financial condition and results of operations. In addition, we intend to pursue licensing arrangements with third parties to expand our

33

brand and product offerings. However, we may be unable to identify additional licensing arrangements or achieve benefits anticipated from these arrangements.

We are vulnerable to fluctuations in the supply and price of raw materials and labor, manufacturing and other costs, and we may not be able to offset increasing costs by increasing prices to our customers.

        We purchase agricultural products, meat and poultry, other raw materials and packaging supplies from growers, commodity processors, other food companies and packaging manufacturers. While all such materials are available from numerous independent suppliers, raw materials are subject to fluctuations in price attributable to a number of factors, including changes in crop size, federal and state agricultural programs, export demand, weather conditions during the growing and harvesting seasons, insects, plant diseases and fungi. Although we enter into advance commodities purchase agreements from time to time, these contracts do not protect us from all increases in raw material costs. In addition, the cost of labor, manufacturing and packaging materials and pork and chicken and other costs related to the production and distribution of our food products have risen in recent years, and we believe that they may continue to rise in the foreseeable future. Over the past several years, due primarily to an increase in price competition, we and other manufacturers throughout the packaged food industry have been unable to offset increased costs by raising prices to our customers. If the cost of labor, raw materials or manufacturing or other costs of production and distribution of our food products continue to increase, and we are unable to offset these increases by raising prices or other measures, our profitability and financial condition could be negatively impacted.

We rely on co-packers for a significant portion of our manufacturing needs, and the inability to enter into additional or future co-packing agreements may result in our failure to meet customer demand.

        We rely upon co-packers for a significant portion of our manufacturing needs. The success of our business depends, in part, on maintaining a strong sourcing and manufacturing platform. We believe that there are a limited number of competent, high-quality co-packers in the industry, and if we were required to obtain additional or alternative co-packing agreements or arrangements in the future, we could not assure you that we would be able to do so on satisfactory terms or in a timely manner. Our inability to enter into satisfactory co-packing agreements could limit our ability to implement our business plan or meet customer demand. See "Business—Facilities and Production—Co-Packing Arrangements."

The loss of our exclusive license with Emeril's Food of Love Productions, L.L.C. or events or rumors relating to the Emeril's brand could adversely impact our operating results.

        Approximately 6.8% of our pro forma net sales come from our exclusive license agreement with Emeril's Food of Love Productions, L.L.C. (EFLP). The value of our license agreement depends in part on the reputation and integrity of Emeril Lagasse, under whose name the Emeril's products are marketed. Mr. Lagasse is a widely recognized chef who currently enjoys celebrity status for his ability to prepare gourmet foods. Consumer and customer recognition of Mr. Lagasse and the Emeril's brand and the association of this brand with safe and high quality food products form an integral part of our Emeril's products. Should Mr. Lagasse's popularity decline, or should our exclusive license with EFLP be lost or compromised for any reason, our operating results could be adversely impacted. In addition, EFLP may terminate the license agreement at any point if we fail to meet our obligations under the agreement.

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We rely on the performance of major retailers, wholesalers, specialty distributors and mass merchants for the success of our business, and should they perform poorly or give higher priority to other brands or products, our business could be adversely affected.

        We sell our products principally to retail outlets and wholesale distributors including, traditional supermarkets, food service outlets, mass merchants, warehouse clubs, non-food outlets and specialty food distributors. The replacement by or poor performance of our major wholesalers, retailers or chains or our inability to collect accounts receivable from our customers could materially and adversely affect our results of operations and financial condition. In addition, our customers offer branded and private label products that compete directly with our products for retail shelf space and consumer purchases. Accordingly, there is a risk that our customers may give higher priority to the products of our competitors. In the future, our customers may not continue to purchase our products or provide our products with adequate levels of promotional support.

We may be unable to anticipate changes in consumer preferences, which may result in decreased demand for our products.

        Our success will depend in part on our ability to anticipate and offer products that appeal to the changing tastes, dietary habits and product packaging preferences of consumers in the market categories in which we compete. If we are not able to anticipate, identify or develop and market products that respond to these changes in consumer preferences, demand for our products may decline and our operating results may be adversely affected. In addition, we may incur significant costs related to developing and marketing new products or expanding our existing product lines in reaction to what we perceive to be increased consumer preference or demand. Such development or marketing may not result in the volume of sales or profitability anticipated.

Severe weather conditions and natural disasters can affect crop supplies and reduce our operating results.

        Severe weather conditions and natural disasters, such as floods, droughts, frosts, earthquakes or pestilence, may affect the supply the raw materials that we use for our products. Our maple syrup products, for instance, are particularly susceptible to severe freezing conditions in Quebec, Canada and Vermont during the season in which the syrup is produced. Competing manufacturers can be affected differently by weather conditions and natural disasters depending on the location of their supplies. If our supplies of raw materials are reduced, we may not be able to find enough supplemental supply sources on favorable terms, which could adversely affect our business and operating results.

We are subject to environmental laws and regulations relating to hazardous materials, substances and waste used in or resulting from our operations. Liabilities or claims with respect to environmental matters could have a significant negative impact on our business.

        As with other companies engaged in similar businesses, the nature of our operations expose us to the risk of liabilities and claims with respect to environmental matters, including those relating to the disposal and release of hazardous substances. Furthermore, our operations are governed by laws and regulations relating to workplace safety and worker health which, among other things, regulate employee exposure to hazardous chemicals in the workplace. Any material costs incurred in connection with such liabilities or claims could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity. Any environmental or health and safety legislation or regulations enacted in the future, or any changes in how existing or future laws or regulations will be enforced, administered or interpreted may lead to an increase in compliance costs or expose us to additional risk of liabilities and claims, which could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity.

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Our operations are subject to numerous laws and governmental regulations, exposing us to potential claims and compliance costs that could adversely affect our business.

        Our operations are subject to extensive regulation by the United States Food and Drug Administration (FDA), the United States Department of Agriculture (USDA) and other national, state and local authorities. For example, we are subject to the Food, Drug and Cosmetic Act and regulations promulgated thereunder by the FDA. This comprehensive regulatory program governs, among other things, the manufacturing, composition and ingredients, packaging and safety of foods. Under this program the FDA regulates manufacturing practices for foods through its current "good manufacturing practices" regulations and specifies the recipes for certain foods. Furthermore, our processing facilities and products are subject to periodic inspection by federal, state and local authorities. Any changes in these laws and regulations could increase the cost of developing and distributing our products and otherwise increase the cost of conducting our business, which would adversely affect our financial condition. In addition, failure by us to comply with applicable laws and regulations, including future laws and regulations, could subject us to civil remedies, including fines, injunctions, recalls or seizures, as well as potential criminal sanctions, which could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity. See "Business—Government Regulation."

We may be subject to significant liability should the consumption of any of our products cause injury, illness or death.

        The sale of food products for human consumption involves the risk of injury to consumers. Such injuries may result from tampering by unauthorized third parties or product contamination or spoilage, including the presence of foreign objects, substances, chemicals, other agents or residues introduced during the growing, storage, handling or transportation phases of production. We have from time to time been involved in product liability lawsuits, none of which have been material to our business. While we are subject to governmental inspection and regulations and believe our facilities comply in all material respects with all applicable laws and regulations, if the consumption of any of our products causes, or is alleged to have caused, a health-related illness in the future we may become subject to claims or lawsuits relating to such matters. Even if a product liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused injury, illness or death could adversely affect our reputation with existing and potential customers and our corporate and brand image. Moreover, claims or liabilities of this sort might not be covered by our insurance or by any rights of indemnity or contribution that we may have against others. We maintain product liability insurance in an amount which we believe to be adequate. However, we cannot be sure that we will not incur claims or liabilities for which we are not insured or that exceed the amount of our insurance coverage.

        Furthermore, our products could potentially suffer from product tampering, contamination or spoilage or be mislabeled or otherwise damaged. Under certain circumstances, we may be required to recall products, leading to a material adverse effect on our business. Even if a situation does not necessitate a recall, product liability claims might be asserted against us. A product liability judgment against us or a product recall could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity.

Consumer concern regarding the safety and quality of food products or health concerns could adversely affect sales of certain of our products.

        If consumers in our principal markets lose confidence in the safety and quality of certain food products, our business could be adversely affected. The food industry is also subject to recent publicity concerning the health implications of obesity and trans fatty acids. Developments in any of these areas could cause our results to differ materially from results that have been or may be projected. For example, negative publicity about genetically modified organisms, whether or not valid, may discourage consumers from buying certain of our products or result in production and delivery disruptions.

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Litigation regarding our trademarks and any other proprietary rights may have a significant negative impact on our business.

        We own 106 trademarks which are registered in the United States, 23 trademarks which are registered with certain U.S. states and Puerto Rico, and 233 trademarks which are registered in foreign countries. In addition, we have seven trademark applications pending in the United States and foreign countries. We consider our trademarks to be of significant importance in our business. If, the actions we take to establish and protect our trademarks and other proprietary rights are not adequate to prevent imitation of our products by others or to prevent others from seeking to block sales of our products as an alleged violation of their trademarks and proprietary rights, it may be necessary for us to initiate or enter into litigation in the future to enforce our trademark rights or to defend ourself against claimed infringement of the rights of others. Any legal proceedings could result in an adverse determination that could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity.

Our financial well-being could be jeopardized by unforeseen changes in our employees' collective bargaining agreements or shifts in union policy.

        As of July 3, 2004, approximately 290 of our 796 employees were covered by collective bargaining agreements. Approximately 57 of our employees at our Roseland, New Jersey facility were represented by a collective bargaining agreement with the International Brotherhood of Teamsters, Chauffeurs, Warehousemen & Helpers of America (Local No. 863). Approximately 143 of our employees at our Portland and Biddeford, Maine facilities were represented by a collective bargaining agreement with the Bakery, Confectionery, Tobacco Workers and Grain Millers International Union (AFL-CIO, Local No. 334). Approximately 90 of our employees at our Stoughton, WI facility were represented by a collective bargaining agreement with the Drivers, Salesmen, Warehousemen, Milk Processors, Cannery, Dairy Employees and Helpers Union (Local No. 695). Although we consider our employee relations to be generally good, a prolonged work stoppage or strike at any facility with union employees could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity. In addition, if upon the expiration of existing collective bargaining agreements we are unable to reach new agreements without union action or any such new agreements are not on terms satisfactory to us, our business, consolidated financial condition, results of operations or liquidity could be materially and adversely affected. See "Business—Employees and Labor Relations."

Organized movements in the future, such as the recent grocer's strike in California, could significantly impact our sales and profitability.

        The grocer's strike in California, which began in October 2003 and ended March 2004, in response to proposed healthcare cuts by several large retail grocers, affected over 70,000 grocery workers in California, and had a negative impact on our net sales. Should a similar strike occur in California or elsewhere in the future, it may have a significant impact on our sales revenue and operating profits.

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FORWARD-LOOKING STATEMENTS

        This prospectus includes forward-looking statements, including without limitation the statements under "Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business." The words "believes," "anticipates," "plans," "expects," "intends," "estimates," "projects" and similar expressions are intended to identify forward-looking statements. These forward looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements, or industry results, to be materially different from any future results, performance, or achievements expressed or implied by any forward-looking statements. We believe important factors that could cause actual results to differ materially from our expectations include the following:

•

our substantial leverage;



•

intense competition, changes in consumer preferences, demand for our products, the effects of changing prices for our raw materials and other costs and local economic and market conditions;



•

our 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 markets in a consolidating environment at the retail and manufacturing levels, to improve productivity and to maintain access to credit markets;



•

the risks associated with the expansion of our business;



•

our possible inability to integrate any businesses we acquire;



•

our borrowing costs and credit ratings, which may be influenced by the credit ratings of our competitors;



•

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, as well as recent publicity concerning the health implications of obesity and trans fatty acids; and



•

the effects of currency movements in Canada and fluctuations in the level of our customers' inventories and credit and other business risks related to our customers operating in a challenging economic and competitive environment;



•

The risk that the senior subordinated notes may be treated as equities for U.S. federal income tax purposes; and



•

other factors discussed under "Risk Factors" or elsewhere in this prospectus.

        Developments in any of these areas, which are more fully described elsewhere in this prospectus and which descriptions are incorporated into this section by reference, could cause our results to differ materially from results that have been or may be projected by or on our behalf.

        All forward-looking statements included in this prospectus are based on information available to us on the date of this prospectus. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this prospectus.

        We caution that the foregoing list of important factors is not exclusive. We urge you not to unduly rely on forward-looking statements contained in this prospectus.

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USE OF PROCEEDS

The table below sets forth our estimate of the sources and uses of funds required to effect the Transactions, assuming the Transactions all occurred on July 3, 2004. See "Summary—The Transactions." The estimated sources and uses are based on an assumed initial public offering price of $16.25 per EIS. Actual amounts may vary from the amounts shown below.

Total Sources and Uses of Funds
(Dollars in thousands)

Sources(1)		Amount
% senior notes due 2011 offered hereby		$	200,000
EISs(2)			337,626
Additional      % senior subordinated notes due 2016			19,000
Cash on hand(3)			3,382
	Total sources	$	560,008

Uses		Amount
Repayment of existing senior credit facility(4)		$	148,954
Retirement of existing senior subordinated notes(5)			228,823
Repurchase of preferred equity(6)			119,488
Repurchase of Class B common stock, options and warrants from existing investors(7)(9)			24,537
Transaction fees, prepayment penalties, expenses and transaction bonuses(8)(9)			38,206
	Total uses	$	560,008

(1)

We do not expect any borrowings under the new revolving credit facility upon the completion of the Transactions.

(2)

If the over-allotment option is exercised in full with respect to the EIS offering, the net proceeds from this offering and the concurrent offerings of EISs and the additional senior subordinated notes are expected to be approximately $571.5 million.

(3)

Immediately following the closing of the Transactions, we expect to have a minimum of $10.0 million of cash on our consolidated balance sheet.

(4)

Reflects the repayment of $149.0 million of term loan borrowings under our existing senior credit facility and accrued and unpaid interest. The proceeds of the six-year term loan and of certain drawings under the five-year revolving credit facility were used to fund the acquisition of the Ortega line of products and to pay related transaction fees and expenses and to fully pay off our remaining obligations under the term loan of our then-existing term loan agreement. With respect to our existing senior credit facility, interest is determined based on several alternative rates, including the base lending rate per annum plus an applicable margin, or LIBOR plus an applicable margin (4.59% at July 3, 2004). We have no revolving credit facility borrowings under our existing senior credit facility.

(5)

Reflects the retirement of $220.0 million aggregate principal amount of our existing 9⁵/8% senior subordinated notes due 2007 plus accrued and unpaid interest.

(6)

Reflects the redemption of all of our issued and outstanding 13% Series A cumulative preferred stock, 13% Series B cumulative preferred stock and Series C senior preferred stock.

(7)

Reflects the repurchase of 2,704,334 million shares of our outstanding Class B common stock, including all of our outstanding options and a portion of our warrants to purchase Class B common stock. If the EIS underwriters exercise their over-allotment option with respect to the EIS offering in full, we will use all of the additional net proceeds to repurchase an additional 5,231,335 million outstanding shares of our Class B common stock, including all of our remaining outstanding warrants, owned by certain of our existing stockholders. The holders of the existing warrants have notified us that any existing warrants not repurchased by us upon the initial closing of the Transactions or on or prior to the date of expiration of the underwriters' over-allotment option will be exercised on such expiration date, and all holders of these remaining warrants will receive shares of Class B common stock pursuant to the terms of their warrants.

(8)

Includes (i) $20.2 million of debt issuance costs related to the Transactions, (ii) fees associated with the Class A common stock portion of the EISs of $14.2 million and (iii) other costs of $5.5 million which will be expensed when incurred. Of these fees, $1.7 million have been paid as of July 3, 2004.

(9)

Our board of directors has approved in principle a transaction bonus plan that will provide our six most senior executive officers upon completion of this offering cash compensation in an aggregate amount, if any, equal to the amount by which the aggregate value of the Class B common stock retained by all members of our management plus the aggregate cash proceeds they receive upon the repurchase of their existing equity does not equal at least 10% of the total equity value of our company. If the initial public offering price of the EISs is $16.25, the mid-point of the expected range, we estimate the total compensation payable to the six most senior executive officers would be approximately zero and if the initial public offering price of the EISs is $15.50, the low-point of the expected range, the total compensation payable would be $2.1 million. Any such cash compensation paid to the six most senior executive officers will reduce the cash proceeds of the Transactions available to repurchase our existing equity and will not result in any increase in borrowings under our new revolving credit facility or reduce the amount of cash on our balance sheet at the closing date.

39

CAPITALIZATION

        The following table sets forth our cash and cash equivalents and capitalization as of July 3, 2004:

•

on an actual basis, after giving effect to the merger of B&G Foods, Inc. into B&G Foods Holdings Corp. and the stock split in connection with the Transactions;



•

on a pro forma as adjusted basis as if this offering and the other Transactions had occurred on that date, assuming no exercise of the EIS underwriters' over-allotment option relating to the EIS offering; and



•

as further adjusted assuming full exercise of the EIS underwriters' over-allotment option relating to the EIS offering.

        You should read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Use of Proceeds," the audited consolidated financial statements and the notes to those statements included elsewhere in this prospectus and the financial data set forth under "Summary" and "Summary Historical and Pro Forma Consolidated Financial Data."

			As of July 3, 2004
			Actual			Pro Forma As Adjusted Assuming No Exercise of the EIS Underwriters' Over-Allotment Option			Pro Forma As Further Adjusted Assuming Full Exercise of the EIS Underwriters' Over-Allotment Option
			(Dollars in thousands)
Cash and cash equivalents			$	13,926		$	10,544		$	10,544
Long-term debt (including current maturities):
	Existing senior secured debt		$	148,875		$	—		$	—
	New revolving credit facility			—			—			—
	% senior notes due 2011 offered hereby			—			200,000			200,000
	Existing 95/8% senior subordinated notes due 2007			219,287			—			—
	% senior subordinated notes due 2016			—			167,555			189,839
		Total debt		368,162			367,555			389,839
Mandatorily redeemable preferred stock:				—			—			—
	Series C senior preferred stock, $0.01 par value per share. Authorized 25,000 shares; issued and outstanding 25,000 shares on an actual basis.			46,298			—			—
Stockholders' equity:
	13% Series A cumulative preferred stock, $0.01 par value per share. Authorized 22,000 shares; issued and outstanding 20,341 shares on an actual basis. No shares are authorized, issued and outstanding on an as adjusted basis and as adjusted for the EIS over-allotment			—			—			—
	13% Series B cumulative preferred stock, $0.01 par value per share. Authorized 35,000 shares; issued and outstanding 12,311 shares on an actual basis. No shares are authorized, issued and outstanding on an as adjusted basis and as adjusted for the EIS over-allotment			—			—			—
	Class A common stock, $0.01 par value per share. No shares authorized, issued and outstanding on an actual basis. 100,000,000 shares authorized, 20,776,985 shares issued and outstanding on an as adjusted basis, and 23,893,533 on an as adjusted basis for the EIS over-allotment			—			208	(2)		239	(2)
	Class B common stock, $0.01 par value per share. 250,000 shares authorized, 105,500 shares issued and outstanding on an actual basis. 25,000,000 shares authorized, 12,787,781 shares issued and outstanding on an as adjusted basis, and 7,556,446 on an as adjusted basis for the EIS over-allotment(1)			1	(1)		128	(2)		76	(2)
	Additional paid in capital			31,321			188,863	(3)		217,192	(3)
	Accumulated other comprehensive loss			(28	)		(28	)		(28	)
	Retained earnings (accumulated deficit)			26,698			(60,841	)(4)		(110,096	)(4)
		Total stockholders' equity		57,992			128,330			107,383
		Total capitalization	$	472,452		$	495,885		$	497,222

(1)

Excludes warrants to purchase 3,095,098 million shares of Class B common stock, with a nominal exercise price per share. Also excludes 803,623 vested options with an exercise price of $0.09 per share under all of our equity compensation plans. All such options (together with 30,770 unvested options with an exercise price of $0.09 per share under our equity compensation plans) and warrants to purchase 933,683 shares of our Class B common stock will be repurchased by us for cash simultaneously with this offering on the initial closing of the Transactions. If the EIS underwriters exercise their

40

over-allotment option in full we will repurchase warrants to purchase an additional 607,661 shares of our Class B common stock. The holders of the existing warrants have notified us that any warrants not repurchased by us upon the initial closing of the Transactions or on or prior to the date of expiration of the underwriters' over-allotment option will be exercised on such expiration date, and all holders of these remaining warrants will receive shares of Class B common stock pursuant to the terms of their warrants. Following the expiration date of the EIS underwriters' over-allotment option we will no longer have any options or warrants outstanding.

(2)

Changes to common stock, Class A and Class B (dollars in thousands):

Assuming no exercise of the EIS over-allotment option:
	Issuance of 20,776,985 shares of Class A common stock, $0.01 par value per share, represented by EISs	$	208
	Adjustment to reflect remaining 12,787,781 shares of Class B common stock, $0.01 par value per share, after repurchase of existing shares of common stock		127
Assuming full exercise of the EIS over-allotment option:
	Issuance of 23,893,533 shares of Class A common stock, $0.01 par value per share, represented by EISs	$	239
	Adjustment to reflect remaining 7,556,446 shares of Class B common stock, $0.01 par value per share, after repurchase of existing shares of common stock		75

(3)

Changes to additional paid-in capital (dollars in thousands):

Assuming no exercise of the over-allotment option:
	Additional paid-in capital as of July 3, 2004				$	31,321
	Conversion of existing common stock to Class B common stock		(1,054	)
	Repurchase of preferred stock Series A and B		(30,267	)
	Issuance of Class A common stock represented by EISs		188,863
		Total changes to additional paid-in capital			$	157,542
		Pro forma as adjusted assuming no exercise of the EIS over-allotment option			$	188,863
Assuming full exercise of the over-allotment option:
	Additional paid-in capital as of July 3, 2004				$	31,321
	Conversion of existing common stock to Class B common stock		(1,054	)
	Repurchase of preferred stock Series A and B		(30,267	)
	Issuance of Class A common stock represented by EISs		217,192
		Total changes to additional paid-in capital			$	185,871
		Pro forma as adjusted assuming full exercise of the EIS over-allotment option			$	217,192

(4)

Changes to retained earnings (accumulated deficit) (dollars in thousands):

Assuming no exercise of the over-allotment option:
	Retained earnings as of July 3, 2004				$	26,698
	Excess cost of repurchasing Class B common stock		(7,745	)
	Excess cost of repurchasing preferred stock Series A and B		(42,923	)
	Excess cost of repurchasing warrants and options		(15,737	)
	Fees related to the issuance of Class A common stock represented by EISs		(20,572	)
	Write-off of existing deferred financing cost		(8,944	)
	Tax effect of nonrecurring charges		8,382
		Total changes to retained earnings			$	(87,539	)
		Pro forma as adjusted assuming no exercise of the EIS over-allotment option			$	(60,841	)
Assuming full exercise of the over-allotment option:
	Retained earnings as of July 3, 2004				$	26,698
	Excess cost of repurchasing Class B common stock		(49,821	)
	Excess cost of repurchasing preferred stock Series A and B		(42,923	)
	Excess cost of repurchasing warrants and options		(21,267	)
	Fees related to the issuance of Class A common stock represented by EISs		(22,221	)
	Write-off of existing deferred financing cost		(8,944	)
	Tax effect of nonrecurring charges		8,382
		Total changes to retained earnings			$	(136,794	)
		Pro forma as adjusted assuming full exercise of the EIS over-allotment option			$	(110,096	)

41

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following selected historical consolidated financial data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our audited and unaudited consolidated financial statements and related notes to those statements included in this prospectus. The selected historical consolidated financial data as of and for the years ended January 1, 2000 (fiscal 1999), December 30, 2000 (fiscal 2000), December 29, 2001 (fiscal 2001), December 28, 2002 (fiscal 2002) and January 3, 2004 (fiscal 2003) have been derived from our consolidated financial statements, which have been audited by KPMG LLP, independent registered public accounting firm. The selected historical consolidated financial data for the twenty-six weeks ended June 28, 2003 and July 3, 2004 have been derived from our unaudited consolidated financial statements.

		Fiscal Year Ended															Twenty-six Weeks Ended
		January 1, 2000			December 30, 2000			December 29, 2001			December 28, 2002			January 3, 2004			June 28, 2003			July 3, 2004
																	(Unaudited)			(Unaudited)
		(Dollars in thousands, except ratios and per share data)
Statement of Operations Data(1):
Net sales(2)		$	336,112		$	351,416		$	279,779		$	293,677		$	328,356		$	143,823		$	184,412
Cost of goods sold			196,184			200,651			192,525			203,707			226,174			100,250			125,960
Gross profit			139,928			150,765			87,254			89,970			102,182			43,573			58,452
Sales, marketing and distribution expenses(2)			91,120			100,711			34,922			35,852			39,477			16,405			22,220
General and administrative expenses(3)			13,802			12,957			14,120			4,911			6,313	(6)		2,725	(6)		2,355
Management fees-related party			450			500			500			500			500			250			250
Environmental clean-up expenses			—			—			950			100			—			—			—
Special severance expenses			—			250			—			—			—			—			—
Operating income			34,556			36,347			36,762			48,607			55,892			24,193			33,627
Gain on sale of assets			—			—			(3,112	)(4)		—			—			—			—
Derivative gain			—			—			—			(2,524	)(5)		—			—			—
Interest expense, net			29,874			36,073			29,847			26,626			31,205			13,997			15,606
Income before income tax expense			4,682			274			10,027			24,505			24,687			10,196			18,021
Income tax expense			2,429			1,559			4,029			9,260			9,519			3,925			6,956
	Net income		2,253			(1,285	)		5,998			15,245			15,168			6,271			11,065
Less: preferred stock dividends accumulated			6,885			9,095			10,352			11,739			13,336			6,576			7,690
Net (loss) income available to common stockholders		$	(4,632	)	$	(10,380	)	$	(4,354	)	$	3,506		$	1,832		$	(305	)	$	3,375
Basic shares outstanding			102.5			102.5			104.7			105.5			105.5			105.5			105.5
Basic net (loss) income available to common stockholders per share		$	(45.19	)	$	(101.27	)	$	(41.59	)	$	33.23		$	17.36		$	(2.89	)	$	31.99
Diluted shares outstanding			102.5			102.5			104.7			141.0			141.0			105.5			141.0
Diluted net (loss) income available to common stockholders per share		$	(45.19	)	$	(101.27	)	$	(41.59	)	$	24.87		$	12.99		$	(2.89	)	$	23.94
Other Financial Data(1):
EBITDA(7)		$	49,704		$	52,101		$	54,164		$	56,431		$	61,906		$	26,934		$	36,864
Net cash provided by operating activities			13,227			24,201			21,470			26,417			27,431			11,353			9,932
Capital expenditures			(5,500	)		(5,891	)		(3,904	)		(6,283	)		(6,442	)		(3,065	)		(3,394	)
Payments for acquisition of business			(224,700	)		—			—			—			(118,179	)		—			—
Net proceeds from sale of assets			—			211			24,090			—			—			—			—
Net cash provided by (used in) financing activities			224,125			(12,831	)		(39,998	)		(19,351	)		89,470			(10,176	)		(750	)
Ratio of earnings to fixed charges(8)			1.2x			1.0x			1.3x			1.9x			1.8x			1.7x			2.1x
Senior debt/ EBITDA(11)			4.4x			4.0x			3.1x			1.0x			2.4x			0.8x	(10)		2.1x	(10)
Total debt/ EBITDA			6.9x			6.3x			5.3x			4.9x			6.0x			4.7x	(10)		5.1x	(10)
EBITDA/ Cash interest expense(12)			1.8x			1.5x			1.9x			2.4x			2.3x			2.2x	(10)		2.5x	(10)

42

	Fiscal Year Ended										Twenty-six Weeks Ended
	January 1, 2000		December 30, 2000		December 29, 2001		December 28, 2002		January 3, 2004		June 28, 2003		July 3, 2004
											(Unaudited)		(Unaudited)
	(Dollars in thousands)
Selected Balance Sheet Data(1):
Cash and cash equivalents	$	7,745	$	13,433	$	15,055	$	15,866	$	8,092	$	13,896	$	13,926
Net working capital(9)		51,662		55,602		34,787		54,100		59,245		50,220		68,054
Total assets		477,057		457,016		426,006		430,673		549,939		428,397		564,765
Total debt		340,892		329,323		289,275		273,796		368,796		263,735		368,162
Mandatorily redeemable preferred stock		25,099		28,752		32,931		37,714		43,188		40,359		46,298
Total stockholders' equity	$	32,968	$	28,028	$	29,861	$	40,351	$	49,991	$	43,993	$	57,992

(1)

The purchase method of accounting was used to account for (a) the acquisition of certain assets of the Polaner and related brands from International Home Foods, Inc. on February 5, 1999; (b) the acquisition of the Heritage Portfolio of Brands from the Pillsbury Company, Indivined B.V. and IC Acquisition on March 15, 1999 and (c) the acquisition of Ortega from Nestlé Prepared Foods Company on August 21, 2003. We completed the sale of our wholly owned subsidiary, Burns & Ricker, Inc. to Nonni's Food Company, Inc. on January 17, 2001. Burns & Ricker sales for fiscal 2000 were $26.4 million.

(2)

Certain amounts in fiscal 2001 aggregating $52.7 million have been reclassified from sales, marketing and distribution expenses to a reduction of net sales in accordance with EITF Issue No. 00-14, "Accounting for Certain Sales Incentives," and EITF Issue No. 00-25, "Vendor Income Statement Characterization of Consideration to a Purchaser of the Vendor's Products or Services," as codified by EITF Issue 01-09. These EITF pronouncements, which we adopted in 2002, require us to classify certain coupon and promotional expenses as a reduction of net sales. The reclassification has no effect on operating income. Due to the specificity of similar information not being available in our information systems for fiscal 1999 and 2000, we are unable to determine what the reclassification amounts should be for those years.

(3)

We adopted the provisions of SFAS No. 142, "Goodwill and Other Intangible Assets," as of December 30, 2001. Effective December 30, 2001, we ceased the amortization of goodwill and trademarks. Amortization expenses related to goodwill and trademarks were $9.2 million, $9.5 million and $8.5 million in fiscal 1999, 2000 and 2001, respectively.

(4)

The gain on sale of assets of $3.1 million relates to the sale of our wholly owned subsidiary, Burns & Ricker, to Nonni's Food Company, Inc. on January 17, 2001.

(5)

Derivative gain reflects the change in fair value over the life of our interest rate swap agreement from the date we entered into the agreement to the date the swap agreement was terminated.

(6)

General and administrative expenses include an unusual bad debt expense incurred for 2003 of $0.6 million ($0.4 million, net of taxes) relating to Fleming Companies, Inc., which filed for Chapter 11 Bankruptcy on April 1, 2003.

(7)

We define EBITDA as net income before interest expense, net, income taxes, depreciation and amortization. We believe that the most directly comparable GAAP financial measure to EBITDA is net cash provided by operating activities. We present EBITDA because we believe it is a useful indicator of our historical debt capacity and ability to service debt. We also present this discussion of EBITDA because covenants in the indenture governing the notes, our new revolving credit facility and the indenture governing the senior subordinated notes contain ratios based on this measure. EBITDA is not a substitute for operating income or net income, as determined in accordance with generally accepted accounting principles. EBITDA is not a complete net cash flow measure because EBITDA is a measure of liquidity that does not include reductions for cash payments for an entity's obligation to service its debt, fund its working capital, capital expenditures and acquisitions and pay its income taxes and dividends. Rather, EBITDA is one potential indicator of an entity's ability to fund these cash requirements. EBITDA also is not a complete measure of an entity's profitability because it does not include costs and expenses for depreciation and amortization, interest and related expenses and income taxes. Set forth below is a reconciliation of net income to EBITDA and a reconciliation of EBITDA to net cash provided by operating activities for fiscal 1999, 2000, 2001, 2002 and 2003 and for the twenty-six weeks ended June 28, 2003 and twenty-six weeks ended July 3, 2004.

		Fiscal Year Ended											For the Twenty-six Weeks Ended
		January 1, 2000		December 30, 2000			December 29, 2001		December 28, 2002		January 3, 2004		June 28, 2003		July 3, 2004
													(Unaudited)		(Unaudited)
		(Dollars in thousands)
Net income		$	2,253	$	(1,285	)	$	5,998	$	15,245	$	15,168	$	6,271	$	11,065
Income taxes			2,429		1,559			4,029		9,260		9,519		3,925		6,956
Interest expense, net			29,874		36,073			29,847		26,626		31,205		13,997		15,606
Depreciation and amortization			15,148		15,754			14,290		5,300		6,014		2,741		3,237
	EBITDA		49,704		52,101			54,164		56,431		61,906		26,934		36,864

43

		Fiscal Year Ended															For the Twenty-six Weeks Ended
		January 1, 2000			December 30, 2000			December 29, 2001			December 28, 2002			January 3, 2004			June 28, 2003			July 3, 2004
																	(Unaudited)			(Unaudited)
		(Dollars in thousands)
Income tax expense		$	(2,429	)	$	(1,559	)		(4,029	)		(9,260	)		(9,519	)		(3,925	)		(6,956	)
Interest expense, net			(29,874	)		(36,073	)		(29,847	)		(26,626	)		(31,205	)		(13,997	)		(15,606	)
Deferred income taxes			(268	)		2,150			3,832			5,532			4,382			2,254			3,138
Amortization of deferred financing and bond discount			1,477			1,843			1,972			2,686			2,839			1,487			1,284
Write-off of pre-existing deferred debt issuance costs			—			—			—			—			1,831			—			—
Gain on sale of assets			—			(93	)		(3,112	)		—			—			—			—
Changes in assets and liabilities, net of effects of business combination			(5,383	)		5,832			(1,510	)		(2,346	)		(2,803	)		(1,400	)		(8,792	)
	Net cash provided by operating activities	$	13,227		$	24,201		$	21,470		$	26,417		$	27,431		$	11,353		$	9,932

(8)

We have calculated the ratio of earnings to fixed charges by dividing earnings by fixed charges. For the purpose of this computation, earnings consist of income before income taxes plus fixed charges. Fixed charges consist of the sum of interest on indebtedness, amortized expenses related to indebtedness and an interest component of lease rental expense.

(9)

Net working capital is current assets excluding cash and cash equivalents minus current liabilities.

(10)

Ratios are calculated using the latest twelve months ended June 28, 2003 and July 3, 2004.

(11)

Senior debt, as defined in the indenture governing the existing senior subordinated notes, is equal to all of our outstanding debt excluding our existing senior subordinated notes.

			Fiscal Year Ended										For the Latest Twelve Months Ended
			January 1, 2000		December 30, 2000		December 29, 2001		December 28, 2002		January 3, 2004		June 28, 2003		July 3, 2004
													(Unaudited)		(Unaudited)
			(Dollars in thousands)
Senior secured credit facility:
	Revolving credit facility		$	—	$	—	$	—	$	—	$	—	$	—	$	—
	Term loan			220,000		208,750		168,962		54,856		149,625		44,679		148,875
Obligations under capital leases				892		573		313		—		—		—		—
		Senior debt	$	220,892	$	209,323	$	169,275	$	54,856	$	149,625	$	44,679	$	148,875
EBITDA				49,704		52,101		54,164		56,431		61,906		56,036		71,836
Senior debt/EBITDA				4.4x		4.0x		3.1x		1.0x		2.4x		0.8x		2.1x

(12)

Cash interest expense, calculated below, is equal to interest expense, net, less amortization of deferred financing and bond discount and write-off of pre-existing deferred debt issuance costs.

		Fiscal Year Ended															For the Latest Twelve Months Ended
		January 1, 2000			December 30, 2000			December 29, 2001			December 28, 2002			January 3, 2004			June 28, 2003			July 3, 2004
																	(Unaudited)			(Unaudited)
		(Dollars in thousands)
Interest expense, net		$	29,874		$	36,073		$	29,847		$	26,626		$	31,205		$	28,746		$	32,814
Amortization of deferred financing and bond discount			(1,477	)		(1,843	)		(1,972	)		(2,686	)		(2,839	)		(2,974	)		(2,636	)
Write-off of pre-existing deferred debt issuance costs			—			—			—			—			(1,831	)		—			(1,831	)
	Cash interest expense	$	28,397		$	34,230		$	27,875		$	23,940		$	26,535		$	25,772		$	28,347
EBITDA			49,704			52,101			54,164			56,431			61,906			56,036			71,836
EBITDA/Cash interest expense			1.8x			1.5x			1.9x			2.4x			2.3x			2.2x			2.5x

44

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

        On August 21, 2003, we acquired certain assets of Ortega for approximately $118.2 million including transaction costs, from Nestlé Prepared Foods Company. In connection with this transaction, we entered into a $200.0 million senior secured credit facility comprised of a $50.0 million five-year revolving credit facility and a $150.0 million six-year term loan facility. The proceeds of the term loan were used to fund the Ortega acquisition and refinance our then existing senior secured credit facility.

        The following unaudited pro forma condensed combined financial information of B&G Foods Holdings Corp. and subsidiaries as of and for the year ended January 3, 2004 and the twenty-six weeks ended June 28, 2003 and July 3, 2004 gives pro forma effect to the following transactions:

•

our acquisition of Ortega; and



•

borrowings used to fund the acquisition of Ortega.

        The unaudited pro forma as adjusted condensed combined financial information gives pro forma effect to:

•

the Ortega acquisition and related financing described above; and



•

this offering and the other Transactions, as defined under "Summary—The Transactions" on pages 4 and 5 of this prospectus.

        The following table sets forth the allocation of the Ortega purchase price. The cost of the Ortega acquisition has been allocated to tangible and intangible assets as of January 3, 2004 as follows:

	(Dollars in thousands)
Property, plant and equipment	$	5,964
Goodwill		76,310
Indefinite life intangible assets—trademarks		30,700
Other assets, principally net current assets		6,960
Other liabilities, principally net current liabilities		(2,039	)
Deferred income tax asset		284
	$	118,179

        The unaudited pro forma condensed combined statement of operations set forth below reflects pro forma adjustments that are based upon the historical statements of the acquired business giving effect to the transactions under the purchase method of accounting and the assumptions and adjustments described in the accompanying notes to the "Unaudited Pro Forma Condensed Combined Financial Statements" that we believe are reasonable. The unaudited pro forma condensed combined financial information does not purport to represent our results of operations or financial position that would have resulted had the transaction to which pro forma effect is given been consummated as of the date or for the period indicated.

        The unaudited pro forma condensed combined statements of operations and balance sheets and accompanying notes should be read in conjunction with the historical consolidated financial statements of our company and Ortega included in this prospectus.

45

	B&G Foods Holdings Corp. Unaudited Pro Forma Condensed Combined Statement of Operations For the Year Ended January 3, 2004 (In thousands, except per share data)
	B&G Foods Holdings Corp.(1)			Ortega(2)		Ortega Adjustments			Pro Forma for the Ortega Acquisition		Adjustments for the Transactions			Pro Forma As Adjusted for the Transactions
Net sales	$	328,356		$	46,457		—		$	374,813	$	—		$	374,813
Cost of goods sold		226,174			27,395		—			253,569		—			253,569
Gross profit		102,182			19,062		—			121,244		—			121,244
Sales, marketing and distribution expenses		39,477			13,893		(3,143	)(4)		50,227		—			50,227
General and administrative expenses		6,313	(3)		—		3,143	(4)		9,456		1,000	(7)		10,456
Management fees-related party		500			—		—			500		(500	)(7)		0
Operating income		55,892			5,169		0			61,061		(500	)		60,561	(8)
Interest expense, net		31,205			—		(195	)(5)		31,010		7,550	(9)		38,560
Income before income tax expense		24,687			5,169		195			30,051		(8,050	)		22,001	(8)
Income tax expense		9,519			—		2,081	(6)		11,600		(3,108	)(6)		8,492	(8)
Net income		15,168			5,169		(1,886	)		18,451		(4,942	)		13,509	(8)
Less: preferred stock dividends accumulated		13,336			—		—			13,336		(13,336	)(10)		—
Net income available to common stockholders	$	1,832		$	5,169	$	(1,886	)	$	5,115	$	8,394		$	13,509	(8)
Earnings per share data:
Basic common shares outstanding(11)(12)		11,593			—		—			11,593		N/A			N/A
Basic net income available to common stockholders per common share	$	0.16			N/A		N/A		$	0.44		N/A			N/A
Diluted common shares outstanding(11)(12)		15,492			—		—			15,492		N/A			N/A
Diluted net income available to common stockholders per common share	$	0.12			N/A		N/A		$	0.33		N/A			N/A
Basic and fully diluted:
Class A common stock		N/A			N/A		N/A			N/A		N/A		$	0.40	(21)
Class B common stock		N/A			N/A		N/A			N/A		N/A		$	0.40	(21)
Assumed cash dividends per share of common stock based upon intended dividend policy:
Class A common stock		N/A			N/A		N/A			N/A		N/A		$	0.85	(21)
Class B common stock		N/A			N/A		N/A			N/A		N/A		$	0.85	(21)

        See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

46

	B&G Foods Holding Corp. Unaudited Pro Forma Condensed Combined Statement of Operations For the Twenty-six Weeks Ended June 28, 2003 (In thousands, except per share data)
	B&G Foods Holdings Corp.(1)			Ortega(2)		Ortega Adjustments			Pro Forma for the Ortega Acquisition		Adjustments for the Transactions			Pro Forma As Adjusted for the Transactions
Net sales	$	143,823		$	37,479	$	—		$	181,302	$	—		$	181,302
Cost of goods sold		100,250			21,796		—			122,046		—			122,046
Gross profit		43,573			15,683		—			59,256		—			59,256
Sales, marketing and distribution expenses		16,405			12,426		(3,143	)(4)		25,688		—			25,688
General and administrative expenses		2,725	(3)		—		3,143	(4)		5,868		500	(7)		6,368
Management fees-related party		250			—		—			250		(250	)(7)		—
Operating income		24,193			3,257		—			27,450		(250	)		27,200	(8)
Interest expense, net		13,997			—		1,508	(5)		15,505		3,776	(9)		19,281
Income before income tax expense		10,196			3,257		(1,508	)		11,945		(4,026	)		7,919	(8)
Income tax expense		3,925			—		686	(6)		4,611		(1,554	)(6)		3,057
Net income		6,271			3,257		(2,194	)		7,334		(2,472	)		4,862	(8)
Less: preferred stock dividends accumulated		6,576			—		—			6,576		(6,576	)(10)		—
Net income available to common stockholders	$	(305	)	$	3,257	$	(2,194	)	$	758	$	4,104		$	4,862	(8)
Earnings per share data:
Basic common shares outstanding(11)(12)		11,593			—		—			11,593		N/A			N/A
Basic net income available to common stockholders per common share	$	(0.03	)		N/A		N/A		$	0.07		N/A			N/A
Diluted common shares outstanding(11)(12)		11,593			—		—			11,593		N/A			N/A
Diluted net income available to common stockholders per common share	$	(0.03	)		N/A		N/A		$	0.07		N/A			N/A
Basic and fully diluted:
Class A common stock		N/A			N/A		N/A			N/A		N/A		$	0.14	(21)
Class B common stock		N/A			N/A		N/A			N/A		N/A		$	0.14	(21)
Assumed cash dividends per share of common stock based upon intended dividend policy:
Class A common stock		N/A			N/A		N/A			N/A		N/A		$	0.42	(21)
Class B common stock		N/A			N/A		N/A			N/A		N/A		$	0.42	(21)

        See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

47

	B&G Foods Holding Corp. Unaudited Pro Forma Condensed Combined Statement of Operations For the Twenty-six Weeks Ended July 3, 2004 (In thousands, except per share data)
	B&G Foods Holdings Corp.(1)		Adjustments for the Transactions			Pro Forma As Adjusted for the Transactions
Net sales	$	184,412	$	—		$	184,412
Cost of goods sold		125,960		—			125,960
Gross profit		58,452		—			58,452
Sales, marketing and distribution expenses		22,220		—			22,220
General and administrative expenses		2,355		500	(7)		2,855
Management fees-related party		250		(250	)(7)		—
Operating income		33,627		(250	)		33,377	(8)
Interest expense, net		15,606		3,675	(9)		19,281
Income before income tax expense		18,021		(3,925	)		14,096	(8)
Income tax expense		6,956		(1,515	)(6)		5,441
Net income		11,065		(2,410	)		8,655	(8)
Less: preferred stock dividends accumulated		7,690		(7,690	)(10)		—
Net income available to common stockholders	$	3,375	$	5,280		$	8,655	(8)
Earnings per share data:
Basic common shares outstanding(11)(12)		11,593		N/A			N/A
Basic net income available to common stockholders per common share	$	0.29		N/A			N/A
Diluted common shares outstanding(11)(12)		15,492		N/A			N/A
Diluted net income available to common stockholders per common share	$	0.22		N/A			N/A
Basic and fully diluted:
Class A common stock		N/A		N/A		$	0.25	(21)
Class B common stock		N/A		N/A		$	0.25	(21)
Assumed cash dividends per share of common stock based upon intended dividend policy:
Class A common stock		N/A		N/A		$	0.42	(21)
Class B common stock		N/A		N/A		$	0.42	(21)

        See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

48

			B&G Foods Holdings Corp. and Subsidiaries Unaudited Pro Forma Condensed Combined Balance Sheets (Dollars in thousands)
			July 3, 2004(1)			Adjustments for the Transaction			As Adjusted for the Transaction
Assets
Cash and cash equivalents			$	13,926		$	(3,382	)(13)	$	10,544
Other current assets				115,607			(1,721	)(14)		113,886
Property, plant and equipment, net				44,081			—			44,081
Intangibles				382,110			—			382,110
Other assets				9,041			11,252	(14)		20,293
	Total assets		$	564,765		$	6,149		$	570,914
Liabilities and Stockholders' Equity
Current installments of long-term debt			$	1,500		$	(1,500	)(15)	$	—
Other current liabilities				45,845			(17,284	)(16)		28,561
Due to related party				208			—			208
Long-term debt, excluding current maturities				366,662			893	(15)		367,555
New revolving credit facility				—			—			—
Other liabilities				348			—			348
Deferred income taxes				45,912			—			45,912
	Total liabilities			460,475			(17,891	)		442,584
Mandatorily redeemable preferred stock				46,298			(46,298	)(17)		—
Stockholders' equity:
	13% Series A cumulative preferred stock			—			—			—
	13% Series B cumulative preferred stock			—			—			—
	Common stock, Class A			—			208	(18)		208
	Common stock, Class B			1			127	(18)		128
	Additional paid-in capital			31,321			157,542	(19)		188,863
	Accumulated other comprehensive loss			(28	)		—			(28	)
	Retained earnings (accumulated deficit)			26,698			(87,539	)(20)		(60,841	)
	Total stockholders' equity			57,992			70,338			128,330
		Total liabilities and stockholders' equity	$	564,765		$	6,149		$	570,914

        See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

49

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

(1)

Represents our historical consolidated statement of operations for the fiscal year ended January 3, 2004 and the twenty-six weeks ended June 28, 2003 and July 3, 2004 which are included elsewhere in this prospectus.



(2)

Represents Ortega's historical unaudited statement of direct revenue and direct expenses from January 1, 2003 through August 20, 2003 for the fiscal year ended January 3, 2004 and January 1, 2003 through June 30, 2003 for the twenty-six weeks ended June 30, 2003.



(3)

General and administrative expenses includes a bad debt expense incurred for fiscal 2003 and the twenty-six weeks ended June 28, 2003 of approximately $0.6 million ($0.4 million, net of tax) relating to Fleming Companies, Inc. which filed under Chapter 11 of the Bankruptcy Code on April 1, 2003.



(4)

Represents the classification of certain Ortega expenses to our reporting format. This amount represents corporate overhead allocations from Nestlé. These allocations represent charges that were attributable to Ortega and include Nestlé's related costs, such as employee benefits, human resources, management information systems, finance and selling and other general and administrative expenses.






Had Ortega's operations been included in our operations and cost structure from December 29, 2003, our management believes that they would have eliminated approximately $3.1 million of the Nestlé allocated costs for the period under Nestlé's ownership ($3.1 million for the period January 1, 2003 to June 30, 2003). No adjustments to the unaudited pro forma condensed combined statements of operations has been made for these projected cost savings.



(5)

Adjustment to eliminate our historical interest expense and to reflect our pro forma interest expense associated with borrowing for the acquisitions and amortization of deferred debt issuance costs (dollars in thousands):

	Year Ended January 3, 2004			Twenty-six Weeks Ended June 28, 2003
Historical net interest expense	$	(31,205	)(A)	$	(13,997	)
$220,000 existing senior subordinated notes (95/8%)		21,175			10,588
$150,000 term loan (5.0%)		7,500			3,750
Amortization of deferred debt issuance costs. In connection with (i) the issuance of the existing senior subordinated notes with interest payable semiannually on February 1 and August 1 of each year, of which $120,000 principal amount was originally issued in August 1997 and $100,000 principal amount was originally issued in March 2002 and (ii) the entering into of our $200,000 senior credit facility on August 21, 2003, we incurred approximately $9,583 and $5,299, respectively, in deferred debt issuance costs which are being amortized over the life of the related debt		2,335			1,167
Incremental reduction in interest expense	$	(195	)	$	1,508

^(A)

Included in our historical net interest expense for the year ended January 3, 2004, is a write-off of $1.8 million of deferred financing costs in connection with the payment in full during the third quarter of fiscal 2003 of term loan B under our then existing term loan agreement.

A 0.125% basis point increase in interest rates, applied to our borrowings for fiscal 2003, would have resulted in an increase in interest expense and a corresponding reduction in cash flow of approximately $0.2 million ($0.2 million for the twenty-six weeks ended June 28, 2003).

50

(6)

Adjustment to income tax expense to reflect the income tax expense on the Ortega income before tax expense (income expense was not allocated to Ortega in its historical unaudited statement of direct revenue and direct expenses) and to the tax effect of the Ortega pro forma adjustments using the statutory tax rate of 38.6% for fiscal 2003 and the 2003 twenty-six week period and 2004 twenty-six week period, which approximates our federal and state tax rate. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

We intend to account for our issuance of EISs as an issuance of the separate securities evidenced by such EISs and to allocate the proceeds received for each EIS between the common stock and senior subordinated note represented thereby in the amounts of their respective fair values at the time of issuance. Accordingly, we will account for the senior subordinated notes represented by the EISs as long-term debt bearing a stated interest rate and maturing on                , 2016. As discussed below, based on the opinion of tax counsel, we are of the view that the senior subordinated notes should be treated as debt for United States federal income tax purposes (although we have not sought a ruling from the IRS on this issue), and we intend to deduct annually interest expense of approximately $21.3 million on the senior subordinated notes from taxable income for United States federal and state income tax purposes. There can be no assurance that the classification of senior subordinated notes as debt (or the amount of interest expense deducted) will not be challenged by the IRS or will be sustained by a court of law if challenged.

If our treatment of the senior subordinated notes as debt is put at risk in the future as a result of a future ruling by the IRS or by a court of law, including an adverse ruling for EISs (or other similar securities) issued by other companies or as a result of a proposed adjustment by the IRS in an examination of our company or for any other reason, we will need to consider the effect of such developments on the determination of our future tax provisions and obligations. In the event the senior subordinated notes are required to be treated as equity for income tax purposes, then the cumulative interest expense associated with the senior subordinated notes for prior tax periods that are open to assessment and for future tax periods would not be deductible from taxable income and we would be required to recognize additional tax expense and establish a related income tax liability for prior period treatment. The additional tax due to the federal and state authorities would be based on our taxable income or loss for each of the years that we claimed the interest expense deduction and would materially and adversely affect our financial position, cash flow, and liquidity, and could affect our ongoing ability to make interest or dividend payments on the senior subordinated notes and dividend payments on the shares of common stock represented by the EISs and our ability to continue as a going concern. In addition, non-U.S. holders of our EISs could be subject to withholding taxes on the payment of interest treated as dividends on equity, which could subject us to additional liability for the withholding taxes that we do not collect on such payments. However, based on the opinion of our tax counsel, we do not currently intend to record a liability for a potential disallowance of this interest expense deduction or for the potential imposition of these withholding taxes.

A factor in the ongoing determination that no liability should be recorded in our consolidated financial statements with respect to the deductibility for income tax purposes of the interest on the senior subordinated notes is the veracity, at the time of the offering, of the representations that will be delivered by the purchasers of senior subordinated notes sold separately (not in the form of EISs). Procedures may be conducted in the future to confirm the veracity, at the time of this offering, of the purchaser representations. In addition, other factors indicating the existence, at the time of this offering, of any plan or pre-arrangement may also be relevant to this ongoing determination.

51

Consequently, even if the IRS does not challenge the federal income tax treatment of the senior subordinated notes, it is possible that we will at some point in the future, as a result of the findings of the procedures noted above, or IRS interpretations or other changes in circumstances, conclude that we should establish a reserve for tax liabilities associated with a disallowance of all or part of the interest deductions on the senior subordinated notes in the form of EISs, although our present view is that no such reserve is necessary or appropriate. If we decide to maintain such a reserve, our income tax provision, and related income tax payable, would be materially impacted. As a result, our ability to pay dividends on the shares of our common stock could be materially impaired and the market price and/or liquidity for the EISs or our common stock could be adversely affected.

(7)

Elimination of current annual and semi-annual management fee of $0.5 million and $0.3 million, respectively, paid to Bruckmann, Rosser, Sherrill & Co., Inc., which will no longer be paid upon the consummation of this offering and the other Transactions. Our management estimates ongoing incremental annual and semi-annual public company costs of $1.0 million and $0.5 million, respectively, as a result of this offering.



(8)

Nonrecurring charges directly attributable to this offering and the other Transactions total $21.7 million ($13.3 million, net of taxes) which include the write-off of bond discount of $0.7 million, write-off of current deferred financing fees and costs associated with the retirement of existing senior subordinated notes of $13.4 million, payment of transaction bonuses of $1.0 million and exercise of management stock options of $6.6 million. These charges, which we will recognize in the period in which the Transactions are consummated, are not reflected in the accompanying unaudited pro forma condensed combined statements of operations. They are recognized in the unaudited pro forma condensed combined balance sheet as a reduction in retained earnings (see note 20 of these Notes to Unaudited Pro Forma Condensed Combined Financial Statements).

In addition, our board of directors has approved in principle a transaction bonus plan that will provide our six most senior executive officers upon completion of this offering cash compensation in an aggregate amount, if any, equal to the amount by which the aggregate value of the Class B common stock retained by all members of our management plus the aggregate cash proceeds they receive upon the repurchase of their existing equity does not equal at least 10% of the total equity value of our company as determined by our board of directors or a special committee thereof. Any such cash compensation paid to the six most senior executive officers will reduce the cash proceeds of the Transactions available to repurchase our existing equity and will not result in any increase in borrowings under our new revolving credit facility or reduce the amount of cash on our balance sheet at the closing date. If the initial public offering price of the EISs is $16.25, the mid-point of the expected range, we estimate the total compensation payable to the six most senior executive officers would be approximately zero and if the initial public offering price of the EISs is $15.50, the low-point of the expected range, the total compensation payable would be $2.1 million. These charges, if any, which we will recognize in the period in which the Transactions are consummated, are not reflected in the accompanying unaudited pro forma condensed combined financial data.

52

(9)

Adjustment to reflect the increase in our interest expense related to the new revolving credit facility, the senior notes and the senior subordinated notes and the amortization of deferred debt issuance costs (dollars in thousands):

				Twenty-six Weeks Ended
	Year Ended January 3, 2004			June 28, 2003			July 3, 2004
Pro forma interest expense reflecting the acquisition of Ortega and related financing	$	(31,010	)	$	(15,505	)	$	—
Actual interest expense		—			—			(15,606	)
Amortization of deferred debt issuance costs. In connection with the (i) issuance of $30.0 million senior secured revolving facility due 2009, (ii) issuance of $200.0 million senior notes due 2011 and (iii) issuance of $148.6 million senior subordinated notes due 2016, including approximately $0.6 million, $7.6 million and $12.0 million, respectively, in deferred debt issuance costs which are being amortized over the life of the related debt		2,203			1,102			1,102
Interest expense relating to (i) $200.0 million of senior notes due 2011, (ii) $148.6 million of senior subordinated notes due 2016 and (iii) $19.0 million of senior subordinated notes due 2016		36,357			18,179			18,179
Incremental interest expense	$	7,550		$	3,776		$	3,675

A 0.125% increase in interest rates, applied to our borrowings, would have resulted in an increase in interest expense and a corresponding reduction in cash flow of approximately $0.3 million for the year ended January 3, 2004 and $0.1 million for the twenty-six weeks ended June 28, 2003 and July 3, 2004.

(10)

Eliminates the payment of preferred stock dividends, as all of the preferred stock will be retired.



(11)

The basic and diluted common shares reflect the conversion in the merger of B&G Foods, Inc. with and into B&G Holdings of each of our existing shares of common stock into 109.8901 shares of Class B common stock effective simultaneously with the closing of the Transactions. Our historical consolidated statements of operations for the fiscal year ended January 3, 2004 and the twenty-six weeks ended June 28, 2003 and July 3, 2004 have been retroactively adjusted for this stock split.



(12)

The adjustment to diluted common shares outstanding includes the offering of shares of our Class A common stock, and the repurchase of a portion of our Class B common stock; all of our outstanding options and a portion of our outstanding warrants, and the subsequent exercise of any remaining warrants on the date of expiration of the underwriters' over-allotment option.

53

(13)

Net change in cash is as follows (dollars in thousands):

EIS	$	337,626
% senior notes due 2011		200,000
Additional      % senior subordinated notes due 2016		19,000
Total additions		556,626
Repayment of existing senior credit facility(A)		148,954
Retirement of existing senior subordinated notes(B)		228,823
Repurchase of preferred equity and repurchase of Class B common stock from existing investors(C)		144,025
Transaction fees, prepayment penalties, expenses and other(D)		38,206
Total reductions		560,008
Net cash used to fund Transactions		3,382

^(A)

Reflects the repayment of $149.0 million of term loan borrowings under our existing senior credit facility and accrued and unpaid interest.

^(B)

Reflects the retirement of $220.0 million aggregate principal amount of existing senior subordinated notes and accrued and unpaid interest.

^(C)

Includes the (i) repurchase of all of our issued and outstanding 13% Series A cumulative preferred stock, 13% Series B cumulative preferred stock, and Series C senior preferred stock and (ii) repurchase of 2.7 million shares of our outstanding Class B common stock including all of our outstanding options and a portion of our outstanding warrants to purchase Class B common stock.

^(D)

Includes (i) $20.2 million of debt issuance costs related to the Transactions, (ii) fees associated with the Class A common stock portion of the EISs of $14.2 million and (iii) other costs of $5.5 million which will be expensed when incurred. Of these fees, $1.7 million have been paid as of July 3, 2004.



(14)

The increase in other assets includes the following (dollars in thousands):

Write-off of existing deferred financing costs	$	(8,944	)
New deferred financing costs:
Amount relating to senior secured revolving credit facility, to be amortized over five years	$	600
Amount relating to senior notes, to be amortized over seven years		7,554
Amount relating to senior subordinated notes, sold separately and as part of the EISs, to be amortized over twelve years		12,042
Net increase in other assets	$	11,252
Other current assets include $1.7 million of these costs paid as of July 3, 2004.

54

(15)

The net decrease in long-term debt reflects the following (dollars in thousands):

Repay all outstanding borrowings under, and terminate, our current senior secured credit facility	$	(148,875	)
Retire our $220.0 million aggregate principal amount outstanding 95/8% senior subordinated notes due 2007		(219,287	)
Issue $200.0 million aggregate principal amount of      % senior notes due 2011		200,000
Issue $19.0 million aggregate principal amount of      % senior subordinated notes due 2016		19,000
Issue $148.6 million aggregate amount of      % senior subordinated notes due 2016, represented by EISs		148,555
Net decrease in long-term debt	$	(607	)
Amount decreasing current installments of long-term debt		(1,500	)
Amount increasing long-term debt		893
Net decrease in long-term debt	$	(607	)

See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies; Use of Estimates—Accounting Treatment of EISs."



(16)

Payment of accrued interest of $8.9 million relating to the existing senior credit facility and the senior subordinated notes due 2007 and reduce income taxes payable by $8.4 million relating to nonrecurring charges as described in Note 8.



(17)

Reflects the liquidation of the Series C senior preferred stock, including the face value and accreted dividends totaling $46.3 million.



(18)

Changes to common stock, Class A and Class B (dollars in thousands):

Issuance of 20,776,985 shares Class A common stock, $0.01 par value per share, represented by EISs	$	208
Adjustment to reflect remaining 12,787,781 shares of Class B common stock, $0.01 par value per share, after repurchase of existing shares of common stock		127

See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies; Use of Estimates—Accounting Treatment of EISs."



(19)

Changes to additional paid-in capital (dollars in thousands):

Conversion of existing common stock to Class B common stock	$	(1,054	)
Repurchase of preferred stock Series A and B		(30,267	)
Issuance of Class A common stock represented by EISs		188,863
	$	157,542

55

(20)

Changes to retained earnings (accumulated deficit) (dollars in thousands):

Excess cost of repurchasing Class B common stock	$	(7,745	)
Excess cost of repurchasing preferred stock Series A and B		(42,923	)
Excess cost of repurchasing warrants and options		(15,737	)
Fees related to the issuance of Class A common stock represented by EISs		(20,572	)
Write-off of existing deferred financing cost		(8,944	)
Tax effect of nonrecurring charges		8,382
	$	(87,539	)

(21)

Prior to the completion of this offering, our board of directors will adopt a dividend policy that reflects a basic judgment that our stockholders would be better served if we distributed our cash available to pay dividends to them instead of retaining it in our business. Under our dividend policy, we intend to pay quarterly dividends of $0.212 per share of Class A common stock for the first four full quarterly dividend payment periods following the closing of this offering, and we intend to pay an annual dividend per share of Class B common stock equal to Class B Available Cash (as defined under "Dividend Payments to Holders of EISs") for the period, divided by the number of shares of Class B common stock outstanding on the record date for such period, subject to the subordination provisions described in "Dividend Payments to Holders of EISs." We have not declared or paid any dividends on our common stock in the past. Any declaration and payment of dividends on our common stock in the future is subject to the discretion of our board of directors.

This presentation does not represent the actual dividends that would have been paid with respect to our Class B common stock if the subordination provisions included in our organizational documents had been in effect during the periods presented. See "Dividend Payments to Holders of EISs—Subordination of Class B Dividends." Following the consummation of the offering, we will have two classes of common stock, designated as Class A common stock and Class B common stock, and as such we have presented pro forma basic and diluted earnings per share using the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock according to dividends declared and participation rights in undistributed earnings.

Basic earnings per share for our Class A and Class B common stock is calculated by dividing net income by the weighted average number of shares of Class A and Class B common stock outstanding. Diluted earnings per share for our Class A and Class B common stock will be the same as basic earnings per share, as following the consummation of the offering and the date of the expiration of the underwriters' over-allotment option there will be no other securities, options or warrants that can be converted into common stock.

Pro forma net income available to our common stockholders is allocated between our two classes of common stock, Class A common stock. The allocation among the two classes was

56

based upon the two-class method. Under the two-class method, earnings per share for each class of common stock is presented as follows:

			Fiscal Year Ended January 3, 2004			Twenty-six Weeks Ended June 28, 2003			Twenty-six Weeks Ended July 3, 2004
Net income			$	13,509		$	4,862		$	8,655
Less: dividends intended to be paid on common shares				28,463			14,232			14,232
Undistributed loss available to Class A and Class B common stockholders				(14,954	)		(9,370	)		(5,577	)
Basic and diluted allocation of undistributed loss:
	Class A common stock			(9,257	)		(5,800	)		(3,452	)
	Class B common stock			(5,697	)		(3,570	)		(2,125	)
		Total	$	(14,954	)	$	(9,370	)	$	(5,577	)
Weighted average common shares outstanding:
	Class A common stock			20,777			20,777			20,777
	Class B common stock			12,788			12,788			12,788
Undistributed earnings
Class A per share			$	(0.45	)	$	(0.28	)	$	(0.17	)
Class B per share				(0.45	)	$	(0.28	)	$	(0.17	)
Intended distributed earnings
Class A per share			$	0.85		$	0.42		$	0.42
Class B per share				0.85		$	0.42		$	0.42
Earnings per share
Class A per share			$	0.40		$	0.14		$	0.25
Class B per share				0.40		$	0.14		$	0.25

        We define EBITDA as net income before interest, income taxes, depreciation and amortization. We believe that the most directly comparable GAAP financial measure to EBITDA is net cash provided by (used in) operating activities. We present EBITDA because we believe it is a useful indicator of our historical debt capacity and ability to service debt. We also present this discussion of EBITDA because covenants in the indenture governing the notes, our new revolving credit facility and the indenture governing the senior subordinated notes contain ratios based on this measure. EBITDA is not a substitute for operating income or net income, as determined in accordance with generally accepted accounting principles. EBITDA is not a complete net cash flow measure because EBITDA is a measure of liquidity that does not include reductions for cash payments for an entity's obligation to service its debt, fund its working capital, capital expenditures and acquisitions and pay its income taxes and dividends. Rather, EBITDA is one potential indicator of an entity's ability to fund these cash requirements. EBITDA also is not a complete measure of an entity's profitability because it does not include costs and expenses for depreciation and amortization, interest and related expenses and income taxes. Set forth below is a reconciliation of net income to EBITDA and a reconciliation of our

57

historical EBITDA to net cash provided by (used in) operating activities for fiscal 2003 and the 2003 twenty-six weeks.

		For the Year Ended January 3, 2004 (Dollars in thousands)
		B&G Foods Holdings Corp.			Ortega			Ortega Adjustments			Pro Forma for the Ortega Acquisition			Adjustments for the Transactions			Pro Forma As Adjusted for the Transactions
Net income		$	15,168		$	5,169		$	(1,886	)	$	18,451		$	(4,942	)	$	13,509	(8)
Income taxes			9,519			—			2,081			11,600			(3,108	)		8,492
Interest expense, net			31,205			—			195			31,010			7,550			38,560
Depreciation			6,014			659			—			6,673			—			6,673
EBITDA			61,906			5,828			—			67,734			(500	)		67,234
Income tax expense			(9,519	)		—			(2,081	)		(11,600	)		3,108			(8,492	)
Interest expense, net			(31,205	)		—			195			(31,010	)		(7,550	)		(38,560	)
Deferred income taxes			4,382			—			—			4,382			—			4,382
Amortization of deferred financing and bond discount			2,839			(504	)		—			2,335			(132	)		2,203
Write-off of pre-existing deferred debt issuance costs			1,831			—			—			1,831			(1,831	)		—
Changes in assets and liabilities, net of effects of business combination			(2,803	)		—			—			(2,803	)		—			(2,803	)
	Net cash provided by (used in) operating activities	$	27,431		$	5,324		$	(1,886	)	$	30,869		$	(6,905	)	$	23,964

		For the Twenty-six Weeks Ended June 28, 2003 (Dollars in thousands)
		B&G Foods Holdings Corp.			Ortega			Ortega Adjustments			Pro Forma for the Ortega Acquisition			Adjustments for the Transactions			Pro Forma As Adjusted for the Transactions
Net income		$	6,271		$	3,257		$	(2,194	)	$	7,334		$	(2,472	)	$	4,862	(8)
Income taxes			3,925			—			686			4,611			(1,554	)		3,057
Interest expense, net			13,997			—			1,508			15,505			3,776			19,281
Depreciation			2,741			544			—			3,285			—			3,285
EBITDA			26,934			3,801			—			30,735			(250	)		30,485
Income tax expense			(3,925	)		—			(686	)		(4,611	)		1,554			(3,057	)
Interest expense, net			(13,997	)		—			(1,508	)		(15,505	)		(3,776	)		(19,281	)
Deferred income taxes			2,254			—			—			2,254			—			2,254
Amortization of deferred financing and bond discount			1,487			(320	)		—			1,167			(65	)		1,102
Changes in assets and liabilities, net of effects of business combination			(1,400	)		—			—			(1,400	)		—			(1,400	)
	Net cash provided by (used in) operating activities	$	11,353		$	3,481		$	(2,194	)	$	12,640		$	(2,537	)	$	10,103

58

		For the Twenty-six Weeks Ended July 3, 2004 (Dollars in thousands)
		B&G Foods Holdings Corp.			Adjustments for the Transactions			Pro Forma As Adjusted for the Transactions
Net income		$	11,065		$	(2,410	)	$	8,655	(8)
Income taxes			6,956			(1,515	)		5,441
Interest expense, net			15,606			3,675			19,281
Depreciation			3,237			—			3,237
EBITDA			36,864			(250	)		36,614
Income tax expense			(6,956	)		1,515			(5,441	)
Interest expense, net			(15,606	)		(3,675	)		(19,281	)
Deferred income taxes			3,138			—			3,138
Amortization of deferred financing and bond discount			1,284			(182	)		1,102
Changes in assets and liabilities, net of effects of business combination			(8,792	)		—			(8,792	)
	Net cash (used in) operating activities	$	9,932		$	(2,592	)	$	7,340

59

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under the heading "Risk Factors" and elsewhere in this prospectus. The following discussion should be read in conjunction with our consolidated financial statements and related notes thereto included elsewhere in this prospectus.

General

        We manufacture, sell and distribute a diversified portfolio of high quality, shelf-stable, branded food products, many of which have leading regional or national retail market shares. In general, we position our branded products to appeal to the consumer desiring a high quality and reasonably priced branded product.

        Our business strategy is to continue to increase sales, profitability and free cash flow by enhancing our existing portfolio of branded shelf-stable products and by capitalizing on our competitive strengths. We intend to implement our strategy through the following initiatives: profitably growing our established brands, leveraging our unique multiple-channel sales and distribution system, introducing new products, capitalizing on the higher growth mexican segment of the food industry, and expanding our brand portfolio with new licensing managements.

        Since 1996, we have acquired and successfully integrated 16 separate brands into our operations. We believe that successful future acquisitions, if any, will enhance our portfolio of existing business, further leveraging our existing platform.

        We completed the acquisition of certain assets of The Ortega Brand of Business from Nestlé Prepared Foods Company on August 21, 2003, which we refer to in this prospectus as "Ortega" or the "Ortega acquisition." The Ortega acquisition has been accounted for using the purchase method of accounting and, accordingly, the assets acquired, liabilities assumed and results of operations of the acquired business are included in our consolidated financial statements from the date of the acquisition. On January 17, 2001, we completed the sale of our wholly owned subsidiary, Burns & Ricker, Inc., to Nonni's Food Company, Inc. pursuant to a stock purchase agreement of the same date under which we sold all of the issued and outstanding capital stock of Burns & Ricker to Nonni's. The Ortega acquisition and the application of the purchase method of accounting and sale of Burns & Ricker affect comparability between periods.

        We are subject to a number of challenges that may adversely affect our businesses. These challenges, which are discussed below and under the headings "Forward-Looking Statements," "Risk Factors" and "Business" and elsewhere in this prospectus, include:

        Fluctuations in Commodity Prices:    We purchase raw materials, including agricultural products, meat and poultry from growers, commodity processors, other food companies and packaging manufacturers. Raw materials are subject to fluctuations in price attributable to a number of factors. In the past six to twelve months we have seen increasing prices in certain of these commodities, particularly in packaging materials, pork and chicken and we expect that this trend may continue. We manage this risk by entering into short-term supply contracts and advance commodities purchase agreements from time to time, and if necessary, by raising prices. There can be no assurance, however, that any price increases by us will offset the increased cost of these raw material commodities, or that we will be able to raise prices at all.

        Consolidation in the Retail Trade and Consequent Inventory Reductions:    As the retail grocery trade continues to consolidate and our retail customers grow larger and become more sophisticated, our retail customers may demand lower pricing and increased promotional programs. These customers are also reducing their inventories and increasing their emphasis on private label products. To date we have

60

been able to offset these trends by using our marketing expertise, unique products and category leadership to maintain and increase volume.

        Changing Customer Preferences:    Consumers in the market categories in which we compete frequently change their taste preferences, dietary habits and product packaging preferences. By anticipating, identifying or developing and marketing products that respond to these changes in consumer preferences, we have largely been able to offset this challenge.

        Consumer Concern Regarding Food Safety, Quality and Health:    The food industry is subject to consumer concerns regarding the safety and quality of certain food products, including the health implications of genetically modified organisms, obesity and trans fatty acids. By complying with applicable food and safety laws and regulations, we have been able to produce food products that generate consumer confidence in the safety and quality of our food products.

        Changing Valuations of the Canadian Dollar in Relation to the U.S. Dollar:    We purchase most of our maple syrup requirements from manufacturers located in Quebec, Canada. Over the past year the U.S. dollar has weakened against the Canadian dollar, which has in turn increased our costs relating to the production of our maple syrup products.

        To confront these challenges, we continue to take steps to build the value of our brands, to improve our existing portfolio of products with new product and marketing initiatives, to reduce costs through productivity and to address consumer concerns about food safety, quality and health.

        Fluctuations in commodity prices can lead to retail price volatility and intensive price competition, and can influence consumer and trade buying patterns. In fiscal 2003, our commodity costs for maple syrup, cucumbers and peppers have been higher than those incurred in fiscal 2002.

Critical Accounting Policies; Use of Estimates

        The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires our management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates made by management involve trade and consumer promotion expenses, allowances for excess, obsolete and unsaleable inventories, and the recoverability of goodwill, trademarks, property, plant and equipment and deferred tax assets. Actual results could differ from those estimates.

        Our significant accounting policies are described in note 2 to our consolidated financial statements included elsewhere in this prospectus. We believe the following critical accounting policies involve the most significant judgments and estimates used in the preparation of our consolidated financial statements.

        Trade and Consumer Promotion Expenses.    We offer various sales incentive programs to customers and consumers, such as price discounts, in-store display incentives, slotting fees and coupons. The recognition of expense for these programs involves use the of judgment related to performance and redemption estimates. Estimates are made based on historical experience and other factors. Actual expenses may differ if the level of redemption rates and performance vary from estimates.

        Inventories.    Inventories are valued at the lower of cost or market value and have been reduced by an allowance for excess, obsolete and unsaleable inventories. The estimate is based on our management's review of inventories on hand compared to estimated future usage and sales.

        Long-Lived Assets.    Long-lived assets, such as property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment

61

charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

        Goodwill and intangible assets (trademarks) not subject to amortization are tested annually for impairment, and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset's fair value.

        Accounting Treatment for EISs.    Our EISs include Class A common stock and senior subordinated notes. Upon completion of this offering, proceeds from the issuance of the EISs will first be allocated, based upon relative fair value at the issuance date, to the Class A common stock and the senior subordinated notes. We expect that the price paid in the EIS offering will be equivalent to the fair value of the Class A common stock and the senior subordinated notes, and that the price paid in the offering for the senior subordinated notes sold separately (not in the form of EISs) will be equivalent to their initial stated principal amount. We currently believe there are no embedded derivative features related to the EIS security that may require bifurcation under FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended (FAS 133). Therefore, we expect that we will allocate the entire proceeds of the EIS offering to the Class A common stock and the senior subordinated notes and that the allocation of the EIS proceeds to the Class A common stock and the senior subordinated notes will not result in a substantial premium or discount.

        We have concluded that the call option and the change in control put option in the senior subordinated notes do not warrant separate accounting under FAS 133 because they are clearly and closely related to the economic characteristics of the host debt instrument. Therefore, we expect that we will allocate the entire proceeds of the offering to the Class A common stock and the senior subordinated notes. Upon subsequent issuances, if any, of senior subordinated notes, we will evaluate whether the call option and the change in control put option in the senior subordinated notes warrant separate accounting under FAS 133. We expect that if there is a substantial discount or premium upon a subsequent issuance of senior subordinated notes, we may need to separately account for the call option and the change in control put option features as embedded derivatives for such subsequent issuance. If we determine that the embedded derivatives, if any, require separate accounting from the debt host contract under SFAS 133, the call option and the change in control put option associated with the senior subordinated notes will be recorded as derivative liabilities at fair value, with changes in fair value recorded as other non-operating income or expense. Any discount on the senior subordinated notes resulting from the allocation of proceeds to an embedded derivative will be amortized to interest expense over the life of the senior subordinated notes.

        The Class A common stock portion of each EIS will be included in stockholders' equity, net of the related portion of the EIS transaction costs allocated to Class A common stock, and dividends paid on the Class A common stock will be recorded as a reduction to retained earnings when declared by us. The senior subordinated note portion of each EIS will be included in long-term debt, and the related portion of the EIS transaction costs allocated to the senior subordinated notes will be capitalized as deferred financing costs and amortized to interest expense using the effective interest method. Interest on the senior subordinated notes will be charged to expense as accrued by us. We intend to determine the fair value of the Class A common stock and the senior subordinated notes with reference to a number of factors, including the sale of the senior subordinated notes sold separately from the EISs that have the same terms as the senior subordinated notes included in the EISs.

        Income Tax Expense Estimates and Policies.    As part of the income tax provision process of preparing our consolidated financial statements, we are required to estimate our income taxes. This process involves estimating our current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income and to the extent we believe the recovery is not likely, we must establish a valuation allowance. Further, to the extent that we establish a valuation allowance or increase this allowance in a financial accounting period, we must include a tax provision, or reduce our tax benefit in our consolidated

62

statement of operations. We use our judgment to determine our provision or benefit for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets.

        We have recorded deferred tax assets, a portion of which represents net operating loss carryforwards. A valuation allowance has been recorded for certain state net operating loss carryforwards.

        There are various factors that may cause those tax assumptions to change in the near term, and we may have to record a valuation allowance against our deferred tax assets. We cannot predict whether future U.S. federal income tax laws and regulations might be passed that could have a material effect on our results of operations. We assess the impact of significant changes to the U.S. federal and state income tax laws and regulations on a regular basis and update the assumption and estimates used to prepare our financial statements when new regulation and legislation is enacted.

        We intend to account for our issuance of EISs as an issuance of the separate securities evidenced by such EISs and to allocate the proceeds received for each EIS between the common stock and senior subordinated note represented thereby in the amounts of their respective fair values at the time of issuance. Accordingly, we will account for the senior subordinated notes represented by the EISs as long-term debt bearing a stated interest rate and maturing on            , 2016. As discussed below, based on the opinion of tax counsel, we are of the view that the senior subordinated notes should be treated as debt for United States federal income tax purposes (although we have not sought a ruling from the IRS on this issue), and we intend to deduct annually interest expense of approximately $21.3 million on the senior subordinated notes from taxable income for United States federal and state income tax purposes. There can be no assurance that the classification of senior subordinated notes as debt (or the amount of interest expense deducted) will not be challenged by the IRS or will be sustained by a court of law if challenged.

        If our treatment of the senior subordinated notes as debt is put at risk in the future as a result of a future ruling by the IRS or by a court of law, including an adverse ruling for EISs (or other similar securities) issued by other companies or as a result of a proposed adjustment by the IRS in an examination of our company or for any other reason, we will need to consider the effect of such developments on the determination of our future tax provisions and obligations. In the event the senior subordinated notes are required to be treated as equity for income tax purposes, then the cumulative interest expense associated with the senior subordinated notes for prior tax periods that are open to assessment and for future tax periods would not be deductible from taxable income and we would be required to recognize additional tax expense and establish a related income tax liability for prior period treatment. The additional tax due to the federal and state authorities would be based on our taxable income or loss for each of the years that we claimed the interest expense deduction and would materially and adversely affect our financial position, cash flow, and liquidity, and could affect our ongoing ability to make interest or dividend payments on the senior subordinated notes and dividend payments on the shares of common stock represented by the EISs and our ability to continue as a going concern. In addition, non-U.S. holders of our EISs could be subject to withholding taxes on the payment of interest treated as dividends on equity, which could subject us to additional liability for the withholding taxes that we do not collect on such payments. However, based on the opinion of our tax counsel, we do not currently intend to record a liability for a potential disallowance of this interest expense deduction or for the potential imposition of these withholding taxes.

        A factor in the ongoing determination that no liability should be recorded in our financial statements with respect to the deductibility for income tax purposes of the interest on the senior subordinated notes is the veracity, at the time of the offering, of the representations that will be delivered by the purchasers of senior subordinated notes sold separately (not in the form of EISs). Procedures may be conducted in the future to confirm the veracity, at the time of this offering, of the purchaser representations. In addition, other factors indicating the existence, at the time of this offering, of any plan or pre-arrangement may also be relevant to this ongoing determination.

        Consequently, even if the IRS does not challenge the federal income tax treatment of the senior subordinated notes, it is possible that we will at some point in the future, as a result of the findings of the procedures noted above, or IRS interpretations or other changes in circumstances, conclude that we should establish a reserve for tax liabilities associated with a disallowance of all or part of the interest deductions on the senior subordinated notes, although our present view is that no such reserve is necessary or

63

appropriate. If we decide to maintain such a reserve, our income tax provision, and related income tax payable, would be materially impacted. As a result, our ability to pay dividends on the shares of our common stock could be materially impaired and the market price and/or liquidity for the EISs or our common stock could be adversely affected.

        Stock-Based Compensation.    Certain of our officers, employees and non-employees have equity-based compensation arrangements under which they hold options to acquire shares of common stock of the company. For officers and employees, we account for our stock option plan in accordance with the provisions of Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. As such, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price. SFAS No. 123, "Accounting for Stock-Based Compensation," permits entities to recognize as expense over the vesting period the fair value of all stock-based awards on the date of grant. Alternatively, SFAS No. 123 allows entities to continue to apply the provisions of APB Opinion No. 25 and provide pro forma net income and pro forma earnings per share disclosures for employee stock option grants made in 1995 and future years as if the fair-value-based method defined in SFAS No. 123 had been applied. We have elected to continue to apply the provisions of APB Opinion No. 25 and provide the pro forma disclosure provisions of SFAS No. 123, as amended by SFAS No. 148. Upon the occurrence of a change in control, as defined in our stock option plan, any unvested outstanding options become immediately vested and exercisable in full. Simultaneously with, and subject to the closing of, this offering, all outstanding options under the stock option plan will be repurchased for cash and the stock option plan will be terminated. We will record stock compensation expense in the period in which this offering is closed based on the amount paid to the officers and employees in excess of the exercise price of the underlying option.

        The repurchase of non-employee stock options will be charged to equity up to the fair value of the stock options on the date of repurchase. Amounts paid in excess of fair value, if any, will be recognized as additional compensation expense.

        Certain holders of our mandatorily redeemable preferred stock were previously issued the existing warrants, which are exercisable to purchase shares of our common stock. The fair value of the warrants granted was determined using the Black Scholes pricing model. The warrants were accounted for as a discount of the mandatorily redeemable preferred stock and the accretion of such warrants is charged to net income available for common stockholders over the life of the warrants. As of July 3, 2004, all warrants are exercisable by the holders. Simultaneously with, and subject to the closing of, this offering, a portion of our outstanding warrants to purchase common stock will be repurchased for cash and charged to stockholders' equity in the period in which this offering is closed. The holders of the warrants have notified us that any existing warrants not repurchased by us upon the initial closing or on or prior to the date of expiration of the underwriters' over-allotment option will be exercised by the holders on such expiration date, and the holders of the remaining warrants will receive shares of Class B common stock pursuant to the terms of the warrants. Upon such exercise, there will be no change in stockholders' equity in the period from the initial closing date to the date of expiration of the underwriters' over-allotment option.

        Earnings Per Share.    Following the consummation of the offering, we will have two classes of common stock, designated as Class A common stock and Class B common stock, and we will present basic and diluted earnings per share using the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock according to dividends declared and participation rights in undistributed earnings.

        Net income available to our common stockholders will be allocated among our two classes of common stock. The allocation among the two classes will be based upon the two-class method. Basic earnings per share for our Class A and Class B common stock is calculated by dividing net income by the weighted average number of shares of Class A and Class B common stock outstanding. Diluted earnings per share for our Class A and Class B common stock will be the same as basic earnings per share, as following the consummation of this offering and the date of expiration of the underwriters' over-allotment option there will be no other securities, options or warrants that can be converted into common stock.

64

Results of Operations

        The following table sets forth the percentages of net sales represented by selected items reflected in our Consolidated Statements of Operations. The year-to-year comparisons of financial results are not necessarily indicative of future results:

		Fiscal Year Ended						Twenty-six Weeks Ended
		December 29, 2001		December 28, 2002		January 3, 2004		June 28, 2003		July 3, 2004
		Actual		Actual		Actual		Actual		Actual
Common Size Income Statement:
Net sales		100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold		68.8		69.4		68.9		69.7		68.3
	Gross profit	31.2		30.6		31.1		30.3		31.7
Sales, marketing and distribution expenses		12.5		12.2		12.0		11.4		12.0
General and administrative expenses		5.0		1.7		1.9		1.9		1.3
Management fees-related party		0.2		0.2		0.2		0.2		0.1
Environmental clean-up expenses		0.3		0.0		0.0		0.0		0.0
	Operating income	13.1		16.6		17.0		16.8		18.2
Gain on sale of assets		(1.1	)	0.0		0.0		0.0		0.0
Derivative gain		0.0		(0.9	)	0.0		0.0		0.0
Interest expense, net		10.7		9.1		9.5		9.7		8.5
	Income before income taxes	3.6		8.3		7.5		7.1		9.8
Provision for income taxes		1.4		3.2		2.9		2.7		3.8
	Net income	2.1		5.2		4.6		4.4		6.0
Preferred stock dividend accumulated and related charges		3.7		4.0		4.1		4.6		4.2
Net (loss) income available to common stockholders per common share		(1.6	)%	1.2	%	0.6	%	(0.2	)%	1.8	%

        As used in this section the terms listed below have the following meanings:

        Net Sales.    Our net sales represents gross sales of products shipped to customers plus amounts charged customers for shipping and handling, less cash discount, coupon redemption, slotting fees and trade promotional spending.

        Gross Profit.    Our gross profit is equal to our net sales less cost of goods sold. The primary components of our cost of goods sold are cost of internally manufactured products, purchases of finished goods from co-packers plus freight costs to our distribution centers and to our customers.

        Sales, Marketing and Distribution Expenses.    Our sales, marketing and distribution expenses include costs for marketing personnel, consumer programs, internal sales forces, brokerage costs and warehouse facilities.

        General and Administrative Expenses.    Our general and administrative expenses include administrative employee compensation and benefit costs, as well as information technology infrastructure and communication costs, office rent and supplies, professional services, management fees and other general corporate expenses.

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Non-GAAP Financial Measures

        Certain disclosures in this document include "non-GAAP (Generally Accepted Accounting Principles) financial measures." A non-GAAP financial measure is defined as a numerical measure of our financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in our consolidated balance sheets and related consolidated statements of operations, stockholders' equity, and cash flows. We present EBITDA (earnings before interest, taxes, depreciation and amortization) because we believe it is a useful indicator of our historical debt capacity and ability to service debt. We also present this discussion of EBITDA because covenants in the indenture governing our notes, our new revolving credit facility and the indenture governing the senior subordinated notes will contain ratios based on this measure.

        A reconciliation of EBITDA with the most directly comparable GAAP measure is included below for the fifty-three weeks ended January 3, 2004, the fifty-two weeks ended December 28, 2002, the fifty-two weeks ended December 29, 2001, the twenty-six weeks ended June 28, 2003 and the twenty-six weeks ended July 3, 2004 along with the components of EBITDA.

        EBITDA margin is calculated as a percentage of net sales.

        Reconciliation of EBITDA to Net Cash Provided By (Used In) Operating Activities.

											Twenty-six Weeks Ended
		Fiscal 2001			Fiscal 2002			Fiscal 2003			June 28, 2003			July 3, 2004
		(Dollars in millions)
Net income		$	6.0		$	15.2		$	15.2	(1)	$	6.3		$	11.1
Depreciation			14.3			5.3			6.0			2.7			3.2
Income tax expense			4.0			9.3			9.5			3.9			7.0
Interest expense, net			29.8			26.6			31.2			14.0			15.6
	EBITDA(2)		54.1			56.4			61.9			26.9			36.9
Income tax expense			(4.0	)		(9.3	)		(9.5	)		(3.9	)		(7.0	)
Interest expense, net			(29.8	)		(26.6	)		(31.2	)		(14.0	)		(15.6	)
Deferred income taxes			3.8			5.5			4.4			2.3			3.1
Amortization of deferred financing and bond discount			2.0			2.7			2.8			1.5			1.3
Write-off of pre-existing deferred debt issuance costs			—			—			1.8			—			—
Gain on sale of assets			(3.1	)		—			—			—			—
Changes in assets and liabilities, net of effects of business combination			(1.5	)		(2.3	)		(2.8	)		(1.4	)		(8.8	)
	Net cash provided by operating activities	$	21.5		$	26.4		$	27.4		$	11.4		$	9.9

(1)

Net income includes an unusual bad debt expense incurred for fiscal 2003 and the 2003 twenty-six week period of $0.6 million ($0.4 million, net of tax) relating to Fleming Companies, Inc. which filed for Chapter 11 Bankruptcy on April 1, 2003.

(2)

We define EBITDA as net income before interest expense, net, income taxes, depreciation and amortization. We believe that the most directly comparable GAAP financial measure to EBITDA is net cash provided (used in) by operating activities. The table above presents a reconciliation of EBITDA to net cash provided by operating activities. We present EBITDA because we believe it is a useful indicator of our historical debt capacity and ability to service our debt. We also present this discussion of EBITDA because covenants in the indenture governing our notes, our new revolving credit facility and the

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indenture governing the senior subordinated notes contain ratios based on this measure. EBITDA is not a substitute for operating income, net income or net cash flows provided by operating activities, as determined in accordance with generally accepted accounting principles. EBITDA is not a complete net cash flow measure because EBITDA is a measure of liquidity that does not include reductions for cash payments for an entity's obligation to service its debt, fund its working capital, capital expenditures and acquisitions and pay its income taxes and dividends. Rather, EBITDA is one potential indicator of an entity's ability to fund these cash requirements. EBITDA also is not a complete measure of an entity's profitability because it does not include costs and expenses for depreciation and amortization, interest and related expenses and income taxes. EBITDA, as we define it, may differ from similarly named measures used by other entities.

Twenty-six week period ended July 3, 2004 compared to twenty-six week period ended June 28, 2003.

        Net Sales.    Net sales increased $40.6 million or 28.2% to $184.4 million for the twenty-six week period ended July 3, 2004 from $143.8 million for the twenty-six week period ended June 28, 2003. The Ortega acquisition, which occurred August 21, 2003, accounted for $39.7 million of the sales increase. Sales of the our line of Maple Grove Farms Of Vermont, Emeril, Las Palmas and Regina products increased $2.0 million, $1.2 million, $0.5 million and $0.3 million or 9.2%, 9.5%, 5.0% and 5.8%, respectively, reflecting higher unit volume. These increases were offset by a reduction of sales in B&M Baked Beans, Polaner and Bloch & Guggenheimer products in the amounts of $2.1 million, $0.7 million and $0.7 million or 13.2%, 4.1% and 2.8%, respectively. All other brands increased, in the aggregate by, $0.4 million or 1.3%.

        Gross Profit.    Gross profit increased $14.9 million or 34.2% to $58.5 million for the twenty-six week period ended July 3, 2004 from $43.6 million for the twenty-six week period ended June 28, 2003. Gross profit expressed as a percentage of net sales increased to 31.7% in the twenty-six week period ended July 3, 2004 from 30.3% in the twenty-six week period ended June 28, 2003. The increase in gross profit percentage was primarily the result of the favorable business impact of the Ortega acquisition, partially offset by higher costs of maple syrup and pickle and pepper products, an increase in packaging costs and pepper production and an increase in trade spending.

        Sales, Marketing and Distribution Expenses.    Sales, marketing and distribution expenses increased $5.8 million or 35.5% to $22.2 million for the twenty-six week period ended July 3, 2004 from $16.4 million for the twenty-six week period ended June 28, 2003. These expenses as a percentage of net sales increased to 12.0% for the twenty-six week period ended July 3, 2004 from 11.4% for the twenty-six week period ended June 28, 2003. The Ortega acquisition accounted for $5.3 million of the increase in sales and marketing expenses for the twenty-six week period ended July 3, 2004. All other expenses increased $0.5 million.

        General and Administrative Expenses.    General and administrative expenses and management fees decreased $0.4 million or 12.4% to $2.6 million for the twenty-six week period ended July 3, 2004 from $3.0 million in the twenty-six week period ended June 28, 2003. Included in the twenty-six week period ended June 28, 2003 is a bad debt write-off of $0.6 million relating to Fleming Companies, Inc., which filed Chapter 11 bankruptcy on April 1, 2003.

        Operating Income.    As a result of the foregoing, operating income increased $9.4 million or 39.0% to $33.6 million for the twenty-six week period ended July 3, 2004 from $24.2 million for the twenty-six week period ended June 28, 2003. Operating income expressed as a percentage of net sales increased to 18.2% in the twenty-six week period ended July 3, 2004 from 16.8% in the twenty-six week period ended June 28, 2003.

        Interest Expense.    Interest expense, net, increased $1.6 million to $15.6 million for the twenty-six week period ended July 3, 2004 from $14.0 million in the twenty-six week period ended June 28, 2003. In addition, average debt outstanding increased approximately $100.0 million in the twenty-six week period ended July 3, 2004 verses the twenty-six week period ended June 28, 2003. See "—Liquidity and Capital Resources—Debt" below.

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        Income Tax Expense.    Income tax expense increased $3.0 million or 77.2% to $7.0 million for the twenty-six week period ended July 3, 2004 from $3.9 million in the twenty-six week period ended June 28, 2003. Our effective tax rate was 38.6% for the twenty-six week period ended July 3, 2004 and 38.5% for the twenty-six week period ended June 28, 2003.

Year Ended January 3, 2004 Compared to Year Ended December 28, 2002

        Net Sales.    Net sales increased $34.7 million or 11.8% to $328.4 million for the 53 week period ended January 3, 2004 (fiscal 2003) from $293.7 million for the 52 week period ended December 28, 2002 (fiscal 2002). The Ortega acquisition accounted for $33.4 million of the sales increase during fiscal 2003. Sales of our Maple Grove Farms of Vermont, Underwood, Emeril's and Bloch & Guggenheimer brands increased $2.2 million, $1.0 million, $0.9 million and $0.8 million or 4.8%, 4.7%, 3.7% and 1.7%, respectively, largely reflecting higher unit volume. Sales of our Joan of Arc, Regina, Ac'cent, Polaner and Sa-són brands decreased by $0.8 million, $0.7 million, $0.6 million, $0.5 million and $0.3 million, or 6.4%, 5.8%, 3.5%, 1.3% and 6.6%, respectively, largely reflecting lower unit volume. All other brands decreased, in the aggregate, $0.7 million or 0.9%.

        Gross Profit.    Gross profit increased $12.2 million or 13.6% to $102.2 million in fiscal 2003 from $90.0 million in fiscal 2002. Gross profit expressed as a percentage of net sales increased to 31.1% in fiscal 2003 from 30.6% in fiscal 2002. The increase in gross profit percentage was primarily the result of the favorable business impact of the Ortega acquisition and a reduction in co-pack costs for our Underwood, Joan of Arc and Las Palmas brands, partially offset by higher costs of maple syrup, the increased costs of pickle and pepper production and an increase in trade spending.

        Sales, Marketing and Distribution Expenses.    Sales, marketing and distribution expenses increased $3.6 million or 10.1% to $39.5 million for fiscal 2003 from $35.9 million for fiscal 2002. These expenses expressed as a percentage of net sales decreased to 12.0% in fiscal 2003 from 12.2% in fiscal 2002. The Ortega acquisition accounted for $3.3 million of the increase in sales and marketing expenses for fiscal 2003. For brands other than Ortega, marketing costs increased $0.2 million or 2.2% relating to additional spending on consumer marketing programs and brokerage expenses increased $0.4 million or 6.7% during fiscal 2003 as compared with prior year. All other expenses decreased $0.3 million during fiscal 2003.

        General and Administrative Expenses.    General and administrative expenses and management fees increased $1.4 million or 25.9% to $6.8 million in fiscal 2003 from $5.4 million in fiscal 2002. Included in fiscal 2003 is a bad debt write-off of $0.6 million relating to Fleming Companies, Inc., which filed Chapter 11 bankruptcy on April 1, 2003. Transitional expenses related to the Ortega acquisition accounted for $0.2 million of the increase, incentive compensation increased $0.4 million and computer equipment depreciation increased $0.2 million during fiscal 2003 as compared with prior year.

        Environmental Clean-Up Expenses.    We recorded a charge of $0.1 million, in fiscal 2002, relating to the Combe Fill South Landfill in New Jersey as described under "Business-Environmental Matters."

        Operating Income.    As a result of the foregoing, operating income increased $7.3 million or 15.0% to $55.9 million in fiscal 2003 from $48.6 million in fiscal 2002. Operating income expressed as a percentage of net sales increased to 17.0% in fiscal 2003 from 16.6% in fiscal 2002.

        Derivative Gain.    Income of $2.5 million was recorded in fiscal 2002 reflecting the change in fair value of our interest rate swap agreement since the date we entered into the agreement (March 21, 2002). The interest rate swap was terminated during the latter part of fiscal 2002.

        Interest Expense.    Interest expense, net, increased $4.6 million to $31.2 million in fiscal 2003 from $26.6 million in fiscal 2002. The increase is due primarily to the write-off of $1.8 million of deferred financing costs in connection with the payment in full during fiscal 2003 of the term loan B under our

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then-existing term loan agreement dated as of March 15, 1999. In addition, total debt increased due to borrowings under a credit facility in connection with the purchase of the Ortega acquisition.

        Income Tax Expense.    Income tax expense increased $0.2 million to $9.5 million in fiscal 2003 from $9.3 million in fiscal 2002. Our effective tax rate for fiscal 2003 was 38.6% as compared with 37.8% for fiscal 2002. Cash taxes due were $5.1 million in fiscal 2003 and $3.7 million in fiscal 2002.

        Preferred stock dividends accumulated and related charges.    Preferred stock dividends accumulated and related charges increased $1.6 million to $13.3 million for fiscal 2003 from $11.7 million in for fiscal 2002.

Year Ended December 28, 2002 Compared to Year Ended December 29, 2001

        Net Sales.    Net sales increased $13.9 million or 5.0% to $293.7 million fiscal 2002 from $279.8 million for the 52 week period ended December 29, 2001 (fiscal 2001). Sales of our Emeril's, Las Palmas, Maple Grove Farms of Vermont, Ac'cent, Trappey's, Wright's and Polaner brands increased $7.6 million, $2.6 million, $2.2 million, $2.2 million, $0.6 million, $0.3 million and $0.3 million or 45.1%, 14.5%, 5.1%, 13.5%, 4.2%, 6.0% and 0.7%, respectively, largely reflecting higher unit volume. Sales of our B&M baked beans and Sa-són brands decreased by $0.7 million and $0.5 million, or 2.6% and 9.3%, respectively. Our fiscal 2002 net sales increase was offset by $0.7 million, reflecting the disposition of the Burns & Ricker brand early in fiscal 2001.

        Gross Profit.    Gross profit increased $2.7 million or 3.1% to $90.0 million for fiscal 2002 from $87.3 million in fiscal 2001. Gross profit expressed as a percentage of net sales decreased to 30.6% in fiscal 2002 from 31.2% in fiscal 2001. The decrease in gross profit percentage resulted from higher costs of maple syrup, increased costs from the co-packers of the Underwood, Joan of Arc and Las Palmas brands and an increase in trade spending which is now included as a reduction to net sales. These cost increases were offset by a mix shift of products sold by us and a reduction in delivery expenses in an amount equal to 0.4% of net sales.

        Sales, Marketing and Distribution Expenses.    Sales, marketing and distribution expenses increased $0.9 million or 2.7% to $35.9 million for fiscal 2002 from $34.9 million for fiscal 2001. These expenses expressed as a percentage of net sales decreased to 12.2% in fiscal 2002 from 12.5% in fiscal 2001. Selling expenses increased $1.0 million or 8.4% relating to sales compensation and brokerage. Marketing costs increased $0.6 million or 7.5% relating to additional spending on consumer programs. These increases were partially offset by a decrease in warehousing costs of $0.8 million or 14.7% due to reductions in headcount and the elimination of one distribution center. All other costs increased $0.1 million or 1.2%.

        General and Administrative Expenses.    General and administrative expenses (including amortization of goodwill and trademark intangibles in fiscal 2001) and management fees decreased $9.2 million or 63.0% to $5.4 million in fiscal 2002 from $14.6 million in fiscal 2001. Amortization of goodwill and trademark intangibles with indefinite useful lives decreased from $8.5 million in fiscal 2001 to $0.0 in fiscal 2002 as a result of the implementation of the provisions of the Financial Accounting Standard Board's (FASB) Statement No. 142. All other general and administrative expenses collectively decreased $0.7 million due to a decrease in incentive compensation costs in fiscal 2002.

        Environmental Clean-Up Expenses.    As further described below under "Business—Environmental Matters," we recorded a charge of $0.1 million, in fiscal 2002, relating to the Combe Fill South Landfill in New Jersey. We recorded a charge of $1.0 million, net of insurance proceeds, in fiscal 2001 relating to the fuel oil tank leak at our Roseland, New Jersey facility.

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        Operating Income.    As a result of the foregoing, operating income increased $11.8 million or 32.2% to $48.6 million in fiscal 2002 from $36.8 million in fiscal 2001. Operating income expressed as a percentage of net sales increased to 16.6% in fiscal 2002 from 13.1% in fiscal 2001.

        Gain on Sale of Assets.    As further described in note 1 to our consolidated financial statements, we recorded a $3.1 million gain on the Burns & Ricker disposition in fiscal 2001.

        Derivative Gain.    Income of $2.5 million was recorded in fiscal 2002 reflecting the change in fair value of our interest rate swap agreement since the date we entered into the agreement (March 21, 2002). The interest rate swap was terminated during the latter part of fiscal 2002.

        Interest Expense.    Interest expense, net, decreased $3.2 million to $26.6 million in fiscal 2002 from $29.8 million in fiscal 2001 as a result of lower outstanding debt balances and reduced interest rates in fiscal 2002.

        Income Tax Expense.    Income tax expense increased $5.2 million to $9.3 million in fiscal 2002 from $4.0 million in fiscal 2001. Our effective tax rate for fiscal 2002 was 37.8% as compared with 40.2% for fiscal 2001. The decrease in the effective rate reflects the effect of the amortization of nondeductible goodwill and other intangibles and the implementation of state tax planning initiatives, resulting in the reduction in current and deferred state tax liabilities.

        Preferred stock dividends accumulated and related charges.    Preferred stock dividends accumulated and related charges increased $1.4 million to $11.7 million for fiscal 2002 from $10.4 million in for fiscal 2001.

Liquidity and Capital Resources

        Our primary liquidity requirements include debt service, capital expenditures, working capital needs and financing for acquisitions. See also, "—Commitments and Contractual Obligations" below. We will fund our liquidity needs primarily through cash generated from operations and to the extent necessary, through borrowings under the new revolving credit facility.

        Cash Flows.    Cash provided by operating activities decreased $1.4 million to $9.9 million for the 2004 twenty-six week period from $11.4 million in the 2003 twenty-six week period. The decrease was due to an increase in trade accounts receivable and inventory and a decrease in accrued expenses partially offset by an increase in trade accounts payable and net income as compared to the 2003 twenty-six week period. Working capital at July 3, 2004 was $82.0 million, an increase of $14.7 million over working capital at January 3, 2004 of $67.3 million. This change in working capital is due to an increase in accounts receivable and inventories primarily relating to the Ortega acquisition and a decrease in accrued expenses relating to accrued interest and accrued incentive compensation.

        Cash provided by operating activities increased $1.0 million or 3.8% to $27.4 million in fiscal 2003 from $26.4 million in fiscal 2002. This increase was primarily due to an increase in accounts payable, amortization of deferred debt issuance costs and depreciation partially offset by increases in accounts receivable and inventory. Working capital at January 3, 2004 was $67.3 million, a decrease of $2.7 million over working capital at December 28, 2002 of $70.0 million.

        Net cash used in investing activities for the 2004 twenty-six week period was $3.4 million as compared to net cash used in investing activities of $3.1 million for the 2003 twenty-six week period. Capital expenditures during the 2004 twenty-six week period of $3.4 million included purchases of manufacturing and computer equipment and were $0.3 million above the $3.1 million in similar capital expenditures for the 2003 twenty-six week period.

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        Net cash used in investing activities for fiscal 2003 was $124.6 million compared to net cash used in investing activities for fiscal 2002 of $6.3 million. Capital expenditures during fiscal 2003, which included purchases of manufacturing and computer equipment, were $6.4 million compared to $6.3 million for fiscal 2002. Investment expenditures during fiscal 2003 included $118.2 million for the Ortega acquisition.

        Net cash used in financing activities for the 2004 twenty-six week period was $0.8 million as compared to $10.2 million for the 2003 twenty-six week period. The net cash used by financing activities for the 2004 twenty-six week period included our required $0.8 million twenty-six week payment under term loan B of our then existing term-loan agreement. The net cash used by financing activities for the 2003 twenty-six week period included our required $0.2 million quarterly payment under term loan B and an additional prepayment of $10.0 million under term loan B.

        Net cash provided by financing activities for fiscal 2003 was $89.5 million compared to net cash used in financing activities for fiscal 2002 of $19.4 million. During fiscal 2003, we entered into a $150.0 million term loan in connection with the Ortega acquisition. The net cash provided by this financing activity was reduced by $54.9 million, $5.3 million and $0.3 million to pay off existing debt under our previous credit facility, to pay new deferred debt issuance costs and to make a required payment toward the new term loan, respectively. The net cash used by financing activities for fiscal 2002 included payments of deferred debt financing fees of $3.7 million, a payment of $38.3 million toward the remaining balance of term loan A under our then existing term-loan agreement and a partial prepayment of $75.8 million toward the term loan B, which such payments were partially offset by proceeds from the issuance of long-term debt of $98.8 million. The payments made toward term loan A and term loan B in fiscal 2002 totaled $114.1 million, and included $95.8 million in prepayments of term loan A and term loan B, our required $0.4 million quarterly payments under term loan B and an additional prepayment of $17.9 million under term loan B. In addition, a payment of $0.3 million was made toward capital leases in fiscal 2002.

        We believe that based on a number of factors, including our trademark and goodwill amortization for tax purposes from our prior acquisitions, and the income tax effects of the Transaction, including our call premium on our outstanding senior subordinated notes, other write-offs of existing deferred financing costs and the compensation expense associated with the exercise of certain management stock options, we will realize a significant reduction in cash taxes in 2004 and 2005, and further, we will realize a benefit to our cash taxes payable from such amortization for the taxable years 2004 through 2018, which will result in a further significant reduction in our cash taxes from 2005 through fiscal 2018.

        Prior to the completion of this offering our board of directors will adopt a dividend policy under which substantially all of the cash generated by our business in excess of operating needs, interest and principal payments on indebtedness, and capital expenditures sufficient to maintain our properties and assets would in general be distributed as regular cash dividends (up to the intended dividend rates set forth under "Summary—Dividend Payments to Holders of EISs") to the holders of our Class A and Class B common stock and not be retained by us as cash on our consolidated balance sheet. As a result, we may not retain a sufficient amount of cash to finance growth opportunities or unanticipated capital expenditure needs or to fund our operations in the event of a significant business downturn. We may have to forego growth opportunities or capital expenditures that would otherwise be necessary or desirable if we do not find alternative sources of financing. If we do not have sufficient cash for these purposes, our financial condition and our business will suffer.

        For the twenty-six weeks ended July 3, 2004, we had cash flow from operations of $9.9 million. If our cash flows from operations for future periods were to fall below our minimum expectations (or if our assumptions as to capital expenditures or interest expense were too low or our assumptions as to the sufficiency of our new revolving credit facility to finance our working capital needs were to prove incorrect), we would need either to reduce or eliminate dividends or, to the extent permitted under the indenture governing our senior notes, the indenture governing our senior subordinated notes and the

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terms of our new revolving credit facility, fund a portion of our dividends with borrowings or from other sources. If we were to use working capital or permanent borrowings to fund dividends, we would have less cash and/or borrowing capacity available for future dividends and other purposes, which could negatively impact our financial condition, our results of operations and our ability to maintain or expand our business.

        Acquisitions.    Our liquidity and capital resources have been significantly impacted by acquisitions and may be impacted in the foreseeable future by additional acquisitions. We have historically financed acquisitions with borrowings and cash flows from operations. Our interest expense has increased significantly as a result of additional indebtedness we have incurred as a result of our recent acquisitions, and will increase with any additional indebtedness we may incur to finance potential future acquisitions, if any. To the extent future acquisitions, if any, are financed by additional indebtedness, the resulting increase in debt and interest expense could have a negative impact on liquidity.

        On August 21, 2003, we consummated the Ortega acquisition for approximately $118.2 million in cash, including transaction costs, from Nestlé Prepared Foods Company. In connection with this transaction, we entered into a $200.0 million senior secured credit facility comprised of a $50.0 million five-year revolving credit facility and a $150.0 million six-year term loan facility. The proceeds of such senior secured credit facility were used to fund the Ortega acquisition and refinance our then-existing credit facility.

        In connection with the Ortega acquisition, we paid transaction fees to Bruckmann, Rosser, Sherrill & Co., Inc., a related party, aggregating $1.0 million for financial advisory services. We recorded such transaction fees as part of the transaction costs included in the Ortega purchase price.

        The Ortega acquisition has been accounted for using the purchase method of accounting and, accordingly, the assets acquired, liabilities assumed, and results of operations are included in the consolidated financial statements from the date of the Ortega acquisition. The excess of the Ortega purchase price over the fair value of identifiable net assets acquired represents goodwill. Trademarks are deemed to have an indefinite useful life and are not amortized.

        The following table sets forth the allocation of the Ortega purchase price. The cost of the Ortega acquisition has been allocated to tangible and intangible assets as follows (dollars in thousands):

Property, plant and equipment		$	5,964
Goodwill			76,310
Indefinite life intangible assets—trademarks			30,700
Other assets, principally net current assets			6,960
Other liabilities, principally net current liabilities			(2,039	)
Deferred income tax asset			284
	Total	$	118,179

        Environmental Clean-Up Costs.    See "Business—Environmental Matters," for a description of environmental matters.

        Debt.    As of July 3, 2004, we had outstanding $220.0 million of 9⁵/8% senior subordinated notes due 2007 with interest payable semiannually on February 1 and August 1 of each year. Subject to and as soon as practicable after the consummation of this offering and the Transactions, we intend to retire the $220.0 million aggregate principal amount plus accrued interest of the existing senior subordinated notes.

        On August 21, 2003, we entered into a newly amended and restated $200.0 million senior secured credit facility, which was further amended and restated as of September 9, 2003, comprised of a $50.0 million five-year revolving credit facility and a $150.0 million six-year term loan facility. The

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proceeds of the term loan and of certain drawings under the revolving credit facility were used to fund the Ortega acquisition and to pay related transaction fees and expenses and to fully pay off our remaining obligations under term loan B of our then-existing term loan agreement dated as of March 15, 1999. In connection therewith, we capitalized approximately $5.3 million of new deferred debt issuance costs related to the senior credit facility and, in accordance with the applicable guidance of the FASB's Emerging Issues Task Force, wrote off $1.8 million of deferred financing costs related to the our then-existing term loan B. For the senior credit facility, interest is determined based on several alternative rates, including the base lending rate per annum plus an applicable margin, or LIBOR plus an applicable margin (4.59% at July 3, 2004). The senior credit facility is secured by substantially all of our assets. The outstanding balances for the revolving credit facility and the term loan at July 3, 2004 were $0.0 million and $149.0 million, respectively. The available borrowing capacity under the revolving credit facility, net of outstanding letters of credit of $0.6 million, was approximately $49.4 million at July 3, 2004. We will use a portion of the net proceeds of this offering and the EIS offering and cash on hand, to repay all outstanding borrowings under, and terminate our existing senior credit facility.

        Concurrently with this offering, we are entering into a $30.0 million senior secured revolving credit facility. Interest will be determined based on several alternative rates as stipulated in the new revolving credit facility, including the base lending rate per annum plus an applicable margin, or LIBOR plus an applicable margin. The new revolving credit facility is secured by substantially all of our assets except our real property. The new revolving credit facility provides for mandatory prepayment based on asset dispositions and certain issuances of securities, as defined. The new revolving credit facility contains covenants that will restrict, among other things, our ability to incur additional indebtedness, pay dividends and create certain liens. The new revolving credit facility also contains certain financial maintenance covenants, which, among other things, specify maximum capital expenditure limits, a minimum interest coverage ratio and a maximum senior and total leverage ratio, each ratio as defined. Proceeds of the new revolving credit facility will be restricted to funding our working capital requirements, capital expenditures and acquisitions of companies in the same line of business as our company, subject to specified criteria. The new revolving credit facility will be undrawn on the date of consummation of this offering.

        We are offering $200.0 million aggregate principal amount of      % senior notes due 2011. In addition, concurrently with this offering, we are separately offering $148.6 million aggregate principal amount of    % senior subordinated notes due 2016 as part of our EIS offering and $19.0 million aggregate principal amount of additional     % senior subordinated notes due 2016 separate from our EIS offering. The indentures governing the notes and the senior subordinated notes will contain restrictions on our ability to pay dividends on our common stock.

        Although we believe that the senior subordinated notes should be treated as debt for U.S. federal income tax purposes in accordance with the opinion of our tax counsel, this conclusion cannot be assured. If all or a portion of the senior subordinated notes were treated as equity rather than debt for U.S. federal income tax purposes, then a corresponding portion of the interest on the senior subordinated notes would not be deductible by us for U.S. federal income tax purposes. In addition, we would be subject to liability for U.S. withholding taxes on interest payments to non-U.S. holders if such payments were determined to be dividends. Our inability to deduct interest on the senior subordinated notes could materially increase our taxable income and, thus, our U.S. federal and applicable state income tax liability. Our liability for income taxes (and withholding taxes) if the senior subordinated notes were determined to be equity for income tax purposes would materially reduce our after-tax cash flow and would materially and adversely impact our ability to make interest and/or dividend payments and could impact our ability to continue as a going concern.

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Future Capital Needs

        We are highly leveraged. On July 3, 2004, after giving pro forma effect to this offering and the other Transactions, our total long-term debt would have been $367.6 million and our stockholders' equity would have been $128.3 million.

        Our ability to generate sufficient cash to fund our operations depends generally on the results of our operations and the availability of financing. Our management believes that cash flows from operations in conjunction with the available borrowing capacity under the revolving credit facility, net of outstanding letters of credit, of approximately $29.4 million at July 3, 2004, after giving pro forma effect to this offering and the other Transactions, will be sufficient for the foreseeable future to fund operations, meet debt service requirements, fund capital expenditures and make future acquisitions, if any. We expect to make capital expenditures of between $6.5 million and $8.0 million for each of fiscal 2004 and 2005.

Recent Accounting Pronouncements

        In 2003, the FASB revised Statement No. 132 "Employers' Disclosures about Pensions and Other Postretirement Benefits". This Statement requires new annual disclosures about the types of plan assets, investment strategy, measurement date, plan obligations, and cash flows as well as the components of the net periodic benefit cost recognized in interim periods. In addition, SEC registrants are now required to disclose its estimates of contributions to the plan during the next fiscal year and the components of the fair value of total plan assets by type (i.e. equity securities, debt securities, real estate, and other assets). We adopted the provisions of this Statement, except for the disclosure of expected future benefit payments, which must be disclosed for fiscal years ending after June 15, 2004.

Related Party Transactions

        See "Certain Relationships and Related Transactions."

Off-balance Sheet Arrangements

        As of July 3, 2004, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Commitments and Contractual Obligations

        Our contractual obligations and commitments principally include obligations associated with our outstanding indebtedness and future minimum operating lease obligations as set forth in the following tables (the second of which gives pro forma effect to our acquisition of Ortega and is adjusted for this offering and the other Transactions) as of January 3, 2004. There have been no material changes outside the ordinary course of our business in the specified actual contractual obligations during the twenty-six week period ended July 3, 2004.

		Actual Payments Due by Period
Contractual Obligations:		Total		2004		2005		2006		2007		2008 and Thereafter
		(Dollars in thousands)
Long-term debt		$	368,796	$	1,500	$	1,500	$	1,500	$	220,671	$	143,625
Operating leases			12,391		3,742		3,238		1,927		1,438		2,046
Management fees-related parties			1,500		500		500		500		0		0
Purchase commitments			8,926		8,926		0		0		0		0
	Total contractual cash obligations	$	391,613	$	14,668	$	5,238	$	3,927	$	222,109	$	145,671

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		Pro Forma Payments Due by Period
Contractual Obligations:		Total		2004		2005		2006		2007		2008 and Thereafter
		(Dollars in thousands)
Long-term debt		$	367,555	$	0	$	0	$	0	$	0	$	367,555
Operating leases			12,391		3,742		3,238		1,927		1,438		2,046
Purchase commitments			8,926		8,926		0		0		0		0
	Total contractual cash obligations	$	388,872	$	12,668	$	3,238	$	1,927	$	1,438	$	369,601

Quantitative and Qualitative Disclosures About Market Risk

        In the normal course of operations, we are exposed to market risks arising from adverse changes in interest rates and our creditworthiness. Market risk is defined for these purposes as the potential change in the fair value of financial assets or liabilities resulting from an adverse movement in interest rates. As of July 3, 2004, our only variable rate borrowings were under the term loan and the revolving credit facility, which bear interest at several alternative variable rates as stipulated in the senior secured credit facility. A 100 basis point increase in interest rates, applied to our borrowings at July 3, 2004, would result in an annual increase in interest expense and a corresponding reduction in cash-flow of $0.9 million.

        We also have outstanding $220.0 million of 9⁵/8% senior subordinated notes due August 1, 2007 with interest payable semiannually on February 1 and August 1 of each year, of which $120.0 million principal amount was originally issued in August 1997 and $100.0 million principal amount was issued by us through a private offering of the notes completed on March 7, 2002. The fair value of the $220.0 million existing senior subordinated notes at July 3, 2004, based on quoted market prices, was $226.6 million.

        Upon consummation of this offering and the Transactions and the use of proceeds therefrom, we anticipate that our only variable rate borrowings will be under our new revolving credit facility which will be undrawn as of the closing date.

        On May 4, 2004, Standard & Poor's Ratings Services and Moody's Investors Service issued press releases announcing changes to our corporate credit ratings. Standard & Poor's lowered our corporate credit and existing senior secured debt ratings to 'B' from 'B+' and lowered our existing subordinated debt ratings to 'CCC+' from 'B-'. Standard & Poor's assigned a 'BB-' rating to our new revolving credit facility, a 'B' rating to our senior notes and a 'CCC+" rating to our senior subordinated notes (including the senior subordinated notes comprising EISs). These ratings reflect, among other things, the impact of the offering of the EISs and the other Transactions. Moody's lowered our senior implied rating to 'B2' from 'B1' and our unsecured issuer rating to 'B3' from 'B2'. Moody's assigned a 'B1' rating to our new revolving credit facility, a 'B2' rating to our senior notes and a 'Caa1' rating to our senior subordinated notes (including the senior subordinated notes comprising EISs). The assignments of ratings by both Standard & Poor's Ratings Services and Moody's Investors Service are subject to review of final documentation. We expect ratings for our existing senior credit facility and existing senior subordinated notes will be withdrawn by both Standard & Poor's and Moody's upon closing of the Transactions.

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BUSINESS

Overview

        We manufacture, sell and distribute a diverse portfolio of high quality, shelf-stable foods, many of which have leading retail market shares in our relevant markets. In general, we position our retail products to appeal to the consumer desiring a high quality and reasonably priced branded product. In our relevant retail markets, 10 of our branded products hold a number one or two retail market share position nationally or regionally or is a unique product. We complement our retail product sales with a growing institutional and food service business. Over the past five years, we have achieved consistent growth in net sales and EBITDA. In fiscal 2003, our net sales and EBITDA were $328.4 million and $61.9 million, having increased at compound annual growth rates since fiscal 2001 of 8.3% and 6.9%, respectively. Our results over the past five years were achieved through a combination of internal growth plus the addition of eight brands through acquisitions and one brand through a long-term license agreement, our most recent of which was the acquisition of the Ortega line of branded Mexican food products in August 2003. During the nine months ended July 3, 2004, which includes the results of the Ortega line of products after the completion of the integration of the acquired assets into our existing business, our net sales, EBITDA and EBITDA margin were $285.6 million, $56.0 million and 19.6%, respectively, compared to net sales, EBITDA and EBITDA margin of $222.5 million, $40.3 million and 18.1% respectively, for the comparable period in the prior year.

Products and Markets

        The following is a brief description of our brands and product lines:

        The Ortega brand has been in existence since 1897 and its products span the shelf-stable Mexican food segment including taco shells, seasonings, dinner kits, taco sauce, peppers, refried beans, salsa and related food products. Ortega products are distributed nationally. Ortega has the leading market share nationally in taco sauce.

        The Maple Grove Farms of Vermont brand is a leading brand of pure maple syrup in the United States. Other products under the Maple Grove Farms of Vermont label include a line of gourmet salad dressings, marinades, fruit syrups, confections and pancake mixes. Maple Grove Farms of Vermont products are distributed nationwide.

        The Bloch & Guggenheimer brand originated in 1889, and its pickle, pepper/pimentos and relish products are the leading brand in the New York metropolitan area. This line consists of shelf-stable pickles, relishes, peppers, olives and other related specialty items.

        The Polaner brand was introduced in 1880 and is comprised of a broad array of fruit-based spreads as well as jarred or bottled wet spices such as chopped garlic and basil. Polaner All Fruit is the number two national brand of fruit-juice sweetened fruit spread. The spreads are available in more than a dozen flavors. Recently, we introduced Polaner Reduced Sugar and Polaner No Sugar Fruit Spreads in Polaner's key markets.

        The Emeril's brand was introduced in September of 2000 under a licensing agreement with celebrity chef Emeril Lagasse. We offer a line of seasonings, salad dressings, marinades, pepper sauces, barbecue sauces and pasta sauces under the Emeril's brand name. In addition, we recently introduced mustards and salsas under the Emeril's brand name. Sales of Emeril's products for fiscal year 2003 were $25.4 million.

        The B&M brand was introduced in 1927 and is the original brand of brick-oven baked beans. The B&M line includes a variety of baked beans and brown bread. The B&M brand currently has a leading market share in the New England region.

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        The Underwood brand's "Underwood Devil" (logo) is among the oldest registered trademarks for a prepackaged food product in the United States. We market meat spreads of several types, including deviled ham, chicken and roast beef as well as liver pate and sardines under the Underwood brand name. We believe that no competitors offer a directly comparable product to our meat spreads.

        The Las Palmas brand originated in 1922 and primarily includes authentic Mexican enchilada sauce and various pepper products. The Las Palmas brand is the leading brand of enchilada sauce in the United States.

        The Ac'cent brand was introduced in 1947 as an all-natural flavor enhancer for meat preparation and is generally used on beef, poultry, fish and vegetables. We believe that Ac'cent is positioned as a unique flavor enhancer.

        The Trappey's brand includes two major categories of products under the brand, high quality peppers and hot sauces.

        The Regina brand includes vinegars and cooking wines. Vinegars and cooking wines are most commonly used in the preparation of salad dressings as well as in a variety of recipe applications, including sauces, marinades and soups. Regina brand wine vinegar is the number one selling wine vinegar in supermarkets nationwide.

        The Joan of Arc brand includes a full range of canned beans including kidney, chili and other beans under the Joan of Arc brand. Joan of Arc products are sold nationally with significant sales in the Midwest region.

        The Wright's brand was introduced in 1895 and is an all-natural seasoning that reproduces the flavor and aroma of pit smoking in meats, chicken and fish. Wright's is the number two brand in the United States and is offered in two flavors: Hickory and Mesquite.

        The Sa-són brand was introduced in 1947 as a flavor enhancer used primarily for Puerto Rican and Hispanic food preparation. The product is generally used on beef, poultry, fish and vegetables. The brand is the number three flavor enhancer in Puerto Rico as of 2003, the latest year for which we have data available. The brand's flavor enhancer is offered in four flavors: Original, Coriander and Achiote, Garlic and Onion, and Tomato.

        The Brer Rabbit brand currently offers mild and full-flavored molasses products and a black strap molasses product. Mild molasses is designed for table use and full-flavored molasses is typically used in baking, barbeque sauces and as a breakfast syrup. The Brer Rabbit brand currently holds the number two market share in the United States.

        The Vermont Maid brand has been in existence since 1919 and we offer maple-flavored syrup under the brand name. Vermont Maid syrup is available in regular, lite and butter lite varieties. Vermont Maid is mainly distributed in New England.

        We sell and distribute our products through a multiple-channel sales and distribution system including the following:

•

sales and shipments to supermarket warehouses;



•

sales and shipments to distributors and food service accounts;



•

sales and shipments to mass merchants, warehouse clubs and other non-food outlets;



•

sales and shipments to specialty food distributors;



•

direct-store-organization sales and shipments on a regional basis to individual grocery stores in the greater New York Metropolitan area; and



•

sales and shipments through export, catalogs and the Internet.

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        We believe our presence in these channels allows us to distribute additional product volume cost-effectively. We sell our brands primarily through broker sales networks to supermarket chains, food service outlets, mass merchants, warehouse clubs, non-food outlets and specialty food distributors. Our broker sales network handles the sale of our products at the customer level. Our sales managers supervise our broker activities as well as support our relationship with buyers from our key accounts. We distribute our products in the greater New York metropolitan area primarily through our direct-store-organization sales and distribution system, which we refer to as our DSO system. Our DSO system supports an organization of sales personnel who directly service over 2,000 individual grocery stores.

Processed Food Industry

        The processed food industry is one of the United States' largest industries. Due to its maturity, it is characterized by relatively stable sales growth, based on modest price and population increases. Over the last several years, the industry has experienced consolidation as competitors have shed non-core business lines and made strategic acquisitions to complement category positions, maximize economies of scale in raw material sourcing, production and distribution. A series of large mergers over the last twenty years has led to the formation of a few, very large companies with a presence in a variety of branded product categories.

        Retailers are demanding higher margins, while at the same time reducing inventory levels and increasing their emphasis on private label products in certain categories. The importance of sustaining strong relationships with retailers has become a critical success factor for food companies and is driving many initiatives such as category management and efficient customer response. These two initiatives focus on retailers' need to minimize inventory investment and maximize dollar sales for allocated store shelf space. Food companies with category leadership positions, value-added distribution and strong retail relationships have increasingly benefited from these initiatives as a way to maintain shelf space and maximize distribution efficiencies. In addition, the specialty foods, mass merchandiser, food service and private label markets and channels provide additional opportunities of growth for food companies.

Our Strengths

        We have experienced consistent net sales growth, strong operating margins and stable and growing free cash flow due to the following competitive strengths:

        Portfolio of brands with leading market positions.    We have assembled a diverse portfolio of 16 brands consisting primarily of high margin products with strong market positions. We believe our portfolio of brands and products provides us with financial stability, cash flow diversity and the ability to mitigate the financial impact of seasonality or competitive pressure against any single brand or product. Additionally, our leading market positions provide a platform from which we can introduce new products and extend existing product lines.

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        The following table lists our brands with number one, two or three retail market position in their relevant markets for the 52 weeks ended June 13, 2004, according to Information Resources, Inc., a nationally recognized independent research service.

		Retail Market Share
Brand
	Category(1)	Share Position	Percentage(2)
B&M	Baked Beans	#3 National	6.2	%
Bloch & Guggenheimer	Pickles and Relish	#1 Greater NY Metro	32.1	%
Bloch & Guggenheimer	Peppers/Pimentos	#1 Greater NY Metro	30.0	%
Brer Rabbit	Molasses	#2 National	22.9	%
Las Palmas	Enchilada Sauce	#1 National #1 Los Angeles Metro	31.0 76.6	% %
Maple Grove Farms of Vermont	Pure Maple Syrup	#2 National	34.3	%
Polaner	All Fruit	#2 National	45.3	%
Polaner	Wet Spices	#3 National	15.1	%
Regina	Wine Vinegar	#1 National	18.0	%
Ortega	Taco Sauce	#1 National	42.6	%
Wright's	Liquid Smoke	#2 National	34.8	%
Underwood	Deviled Meats	#3 National	5.9	%
Ac'cent	All-natural Flavor Enhancer	Unique Product	N/A

(1)

Categories are as defined by Information Resources, Inc.

(2)

Percentages are based on retail dollar share in the corresponding market.

        Diversity of customers and distribution channels.    We have strong representation in most U.S. food distribution channels. Our distribution efforts have focused on traditional supermarkets, food service outlets, mass merchants, warehouse clubs, non-food outlets, specialty food distributors and DSO channels. Our customers include The Kroger Co., Ahold USA, Safeway Inc., Wal-Mart Stores, Inc., SAM's CLUB, Costco Wholesale Corporation, SYSCO Corporation, US Food Service, Cracker Barrel Old Country Store, Gourmet Award, Kehe Food Distributors, Inc., Haddon House Food Products Inc., Wakefern Food Corp., Pathmark Stores Inc. and Stop & Shop Supermarket Co. In recent years, we have expanded our distribution efforts to also include specialty distributors, food service, specialty markets and export channels. The diversity of our multiple-channel sales and distribution system enhances the stability of our financial results and our ability to capitalize on growth trends within a number of these distribution channels. Our diverse distribution channels have also contributed to our ability to maintain a broad customer base, with sales to our ten largest customers accounting for approximately 37.0% of our pro forma net sales in fiscal year 2003 and no single customer accounting for more than 6.1% of our pro forma net sales in fiscal year 2003. Our focused DSO system, concentrated in the greater New York metropolitan area, provides us with strong relationships at the fragmented independent and small chain food retailer level, superior store penetration and preferred shelf product placement. This sales and distribution system enables us to introduce and sell new products effectively to our existing grocery customers. In fiscal 2003, 9.9% of our net sales were in the greater New York metropolitan area.

        Experienced management team.    We have an experienced management team, averaging over 28 years of industry experience and 16 years of experience with our company or our predecessor company. Our management team has operated successfully within a leveraged capital structure and has developed and implemented a business strategy which has enabled us to become one of the more successful manufacturers and distributors of a diverse portfolio of shelf-stable branded food products. Our senior management team has a strong interest in our continued success and will continue to hold approximately 4.1% of our fully diluted common shares outstanding following this offering assuming the over-allotment option with respect to the EISs is exercised in full.

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        Successful track record of acquisitions and integration.    Since 1996, we have acquired and successfully integrated 16 shelf-stable brands. We seek to acquire shelf-stable products with leading market positions, high and sustainable margins and identifiable growth opportunities. Our management has demonstrated an ability to improve performance of acquired operations by expanding distribution channels, enlarging geographic reach, managing trade and promotional spending more effectively, improving packaging and introducing new product line extensions. Our acquisitions have broadened our product offerings, and expanded our geographic reach and many have significantly increased our net sales and free cash flow reach. We believe that our ability to achieve operating efficiencies and economies of scale has enabled us to acquire and integrate new acquisitions in a timelier manner than most of our competitors.

        Disciplined approach to operations.    We bring a disciplined approach to operations through a detailed budgeting process, daily review of our results and by providing employees with incentives to meet operating targets and improve cash flows. We have realized consistent EBITDA margins over the past three years, increasing these margins to 18.9% in fiscal 2003. During the nine months ended July 3, 2004, our EBITDA margins were 19.6%, as compared to EBITDA margins of 18.1% during the comparable period in the prior year, reflecting the positive impact of the integration of the Ortega line of products into our existing business platform. Historically, we have utilized debt and cash flow from operations to finance growth in our business, including our acquisitions and we have operated successfully with a leveraged capital structure. We have been able to maintain and increase our profitability and free cash flow due to our strong market positions, strong relationships with our customers and suppliers, minimal corporate overhead, efficient and flexible manufacturing and sourcing and focused promotional and marketing spending.

Business Strategy

        Our goal is to continue to increase sales, profitability and free cash flow by enhancing our existing portfolio of branded shelf-stable products and by capitalizing on our competitive strengths. We intend to implement our strategy through the following initiatives:

        Profitably grow established brands.    We have identified numerous opportunities to profitably grow our established brands through increased and focused consumer marketing and trade support. Consumer marketing support, which has been limited historically, can help us to increase our sales within existing distribution channels and attract new consumers to our portfolio of brands. Additional slotting can also help us to broaden the geographic distribution of certain of our brands.

        Leverage our unique multiple-channel sales and distribution system.    Our unique multiple-channel sales and distribution system is one of our primary competitive strengths, allowing us to capitalize on growth opportunities quickly and efficiently. Our sales and distribution system enables us to introduce and sell new products effectively to existing and new customers. We continue to strengthen our sales and distribution system in order to realize distribution economies of scale and provide an efficient, national platform for new products and product line extensions. Grocery retailers have been the traditional market for our products. We believe that there are certain other retail markets that have the potential to grow faster than the grocery retail industry as a whole and that these other markets present growth opportunities for our brands. These other retail markets include mass merchants, warehouse club stores, convenience stores, drug stores and food services.

        Introduce new products.    We intend to introduce new products and product line extensions within our existing portfolio of brands and under new brands that we may license. Our management has a demonstrated capability of introducing new products, including Emeril's branded products, Cozy Cottage Sugar-free Syrup, the Polaner Sugar-free line and Underwood Premium Chunk Chicken Breast. We believe we are quicker and more economical in developing and launching new products than most traditional processed food companies as evidenced by our successful launch of our Emeril's branded products within four months of the product line's conception and its profitability in its first year of introduction.

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        Capitalize on higher growth Mexican segment of food industry.    We intend to continue to focus on segments of the processed food industry characterized by high growth and high margins, enabling us to leverage our distribution platform. With the acquisition of Ortega, we have established a strong national presence in the Mexican food segment. Combined with our Las Palmas and Trappey's brands, we are well-positioned to capitalize on this ethnic foods segment, which is expected to grow at a faster rate than the food industry as a whole. During the nine months ended July 3, 2004, the first nine months following the acquisition of Ortega, we have been able to increase Ortega's net sales by over 9.4% versus the comparable prior year period when the business was not owned by us.

        Expand brand portfolio with new licensing arrangements.    We introduced our Emeril's brand products through a licensing arrangement with celebrity chef Emeril Lagasse in September 2000. Since introduction, we have been able to expand our Emeril's brand product line and retail distribution rapidly. By selling Emeril's branded products to specialty food distributors in addition to grocery retailers, we were able to grow sales of Emeril's branded products since their introduction in September 2000 to $25.4 million in fiscal 2003. We intend to pursue additional licensing arrangements with third parties to introduce and market other products and to build on the success we achieved with our Emeril's line. See "—Trademarks and Licensing Agreements" below.

Acquisition Strategy

        Since 1996, we have successfully acquired and integrated 16 separate brands into our operations. We believe we are an attractive acquirer for small to mid-size independent food companies and brands and non-core divisions of larger processed food companies who have made a strategic decision to divest those properties. Successful future acquisitions can enhance our portfolio of existing businesses, further leveraging our existing platform.

        We intend to make selective acquisitions of processed food companies and non-core brands of larger processed food companies that have the following characteristics:

•

annual net sales under $100.0 million with strong margins that we believe we can sustain or improve;



•

strong brand equities;



•

leading market positions in their respective shelf-stable food categories;



•

opportunities to expand distribution and grow in our existing channels of distribution;



•

cost synergies with our existing manufacturing, sourcing, sales and distribution infrastructure; and



•

attractive valuations relative to cash flow of the acquired businesses.

        We have a disciplined approach and significant experience identifying, evaluating, acquiring, and integrating prospective acquisition targets. For each acquisition we have completed, we have utilized a multi-discipline internal task force with expertise in sourcing, manufacturing, distribution, billing, human resources and information technology as a means to quickly and successfully integrate acquired companies into our operations. For example, following our recent acquisition of the Ortega line of products, we integrated the entire business into our existing business within the first 30 days following the close of the acquisition. During the nine months ended July 3, 2004, the first three fiscal quarters following the acquisition of Ortega, we have been able to increase net sales of the Ortega line of products by over 9.4% versus the comparable prior year period and expand our EBITDA margin to 19.6%, compared to our EBITDA margin of 18.1% in the prior year period. We intend to continue to pursue acquisitions in which we believe we have opportunities to realize sales, earnings and free cash flow growth.

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        The following table lists our acquisitions completed since 1996:

Year Acquired	Company	Brands	Purchase Price(1) (Dollars in millions)
2003	Ortega	Ortega	$	118.2
1999	Heritage Brands	B&M	$	194.1
		Underwood
		Ac'cent
		Joan of Arc
		Sa-són
		Las Palmas
1999	Polaner	Polaner	$	30.6
1998	Maple Grove Farms of Vermont	Maple Grove Farms of Vermont	$	32.8
1997	Trappey's Brands	Trappey's	$	12.5
		Red Devil
1997	Selected Nabisco Brands	Regina	$	50.6
		Wright's
		Brer Rabbit
		Vermont Maid
1996	Bloch & Guggenheimer and Burns & Ricker	Bloch & Guggenheimer Burns & Ricker® (2)	$	70.0

(1)

Includes transaction fees and assumed debt, if any.

(2)

We sold Burns & Ricker in 2001 for $26.0 million as a strategic divestiture and to pay off a portion of our debt.

Sales, Marketing and Distribution

        Sales.    Our sales organization is aligned by distribution channels and consists of 86 employees, 21 regional sales managers and key account managers. Regional sales managers sell our products nationwide through national and regional food brokers, with separate organizations focusing on specialty, food service, grocery chain accounts and special markets. Our sales managers coordinate our broker sales efforts and make key account calls with buyers or distributors and supervise retail coverage of the products at the store level through brokers.

        Our sales strategy is centered around the individual brands. We set quotas for our sales force and allocate promotional spending for each of the brands. Regional sales managers coordinate promotions with customers. Additionally, our marketing department works in conjunction with the sales department to coordinate special account activities and marketing support, such as couponing and public relations.

        Over the past several years, we established a national sales force that is capable of supporting our current business as well as potential new acquisitions. We have primarily developed our national sales force internally, and did not integrate sales and marketing personnel from acquired companies in connection with most of our brand acquisitions. In the case of the Maple Grove Farms of Vermont acquisition, management retained the brand's sales force to serve the specialty channel related to that brand and for future specialty-oriented brands that we might develop, license or acquire in the future.

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This same sales force subsequently launched the Emeril's brand. The current national sales force is very experienced and was able to integrate Ortega within 30 days following the close of the acquisition.

        Our DSO sales force consists of seven managers and 31 sales representatives that work with individual stores in the New York metropolitan area. These sales representatives visit the 2,000 stores within the DSO area on a weekly or bi-weekly basis.

        Marketing.    Our marketing organization is aligned by brand and is responsible for the strategic planning for each of our brands. We focus on deploying promotional dollars where the spending will have the greatest impact. Marketing and trade spending support, on a national basis, typically consists of advertising trade promotions, coupons and cross-promotions with supporting products. Marketing support for the products distributed through the DSO system consists primarily of trade promotions aimed at gaining display activity to produce impulse sales. Consumer promotion and coupons supplement this activity. Our trade spending has remained stable as a percent of sales throughout fiscal 2002 and fiscal 2003, countering industry trends. Our rigorous in-house system tracks spending through the planning and execution phases and is used as a check on customer invoicing and deductions, as well. This system has allowed us to address rapidly any unauthorized deductions, improving the chance of recovering funds.

        Distribution.    We distribute our products through a multiple-channel system that we have developed as we have grown our business. The system operates primarily from three major distribution centers, which for fiscal 2003 shipped approximately 72% of orders on a full truckload basis via common carriers. We believe our distribution system has sufficient capacity to accommodate incremental product volume in a cost-effective manner, as demonstrated recently in the Ortega acquisition.

Customers

        Our top ten customers accounted for approximately 37% of our fiscal 2003 pro forma net sales, as if our acquisition of Ortega had occurred as of December 29, 2002, and no single customer accounted for more than 6.1% of our fiscal 2003 pro forma net sales.

Seasonality

        Sales of a number of our products tend to be seasonal. In the aggregate, however, our sales are not heavily weighted to any particular quarter due to the diversity of our product and brand portfolio.

        We purchase most of the produce used to make our shelf-stable pickles, relishes, peppers and other related specialty items during the months of July through October, and we purchase all of our maple syrup requirements during the months of April through July. Consequently, our liquidity needs are greatest during these periods.

Competition

        We face competition in each of our product lines. Numerous brands and products compete for shelf space and sales, with competition based primarily on product quality, convenience, price, trade promotion, consumer promotion, brand recognition and loyalty, customer service, advertising and other activities and the ability to identify and satisfy emerging consumer preferences. We compete with numerous companies of varying sizes, including divisions or subsidiaries of larger companies. Many of these competitors have multiple product lines, substantially greater financial and other resources available to them and may have lower fixed costs and/or be substantially less leveraged than we. Our ability to grow our business could be impacted by the relative effectiveness of, and competitive response to, our product initiatives, product innovation, advertising and promotional activities. In

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addition, from time to time, we experience margin pressure in certain markets as a result of competitors' pricing practices.

        Our most significant competitors for our pickles and peppers products are Vlasic® and Mt. Olive® branded products. In addition, J.M. Smucker is the main competitor for our fruit spread products marketed under the Polaner label. The Maple Grove Farms of Vermont pure maple syrup competes directly with the SpringTree™ brand in the pure maple syrup category. Our Vermont Maid syrup products also have a number of competitors in the general pancake syrup market, including Aunt Jemima®, Mrs. Buttersworth™ and Log Cabin®. The B&M Baked Bean and Joan of Arc products compete with Bush's® brand products. Ortega products compete with the Old El Paso® and Taco Bell® brands.

        In addition, our products compete not only against other brands in their respective product categories, but also against products in similar or related product categories. For example, our shelf-stable pickles compete not only with other brands of shelf-stable pickles, but also with products found in the refrigerated sections of grocery stores, and all our brands compete against private label store brands to varying degrees.

Facilities and Production

        Our corporate headquarters are located at Four Gatehall Drive, Suite 110, Parsippany, NJ 07054. Our manufacturing plants are generally located near major customer markets and raw materials. Of our six manufacturing facilities, five are owned and one is leased, as of July 3, 2004. Management believes that our manufacturing plants have sufficient capacity to accommodate our planned growth. As of July 3, 2004, we operated the manufacturing and warehouse facilities described in the table below:

Facility Location	Owned/ Leased	Description
Hurlock, MD	Owned	Manufacturing/Warehouse
Portland, ME	Owned	Manufacturing/Warehouse
New Iberia, LA	Owned	Manufacturing/Warehouse
Stoughton, WI	Owned	Manufacturing/Warehouse
St. Johnsbury, VT	Owned	Manufacturing/Warehouse
Hurlock, MD	Owned	Warehouse
St. Evariste, Quebec	Owned	Storage Facility
Sharptown, MD	Owned	Storage Facility
Parsippany, NJ	Leased	Headquarters
Roseland, NJ	Leased	Manufacturing/Warehouse
La Vergne, TN	Leased	Distribution Center
Houston, TX	Leased	Distribution Center
Biddeford, ME	Leased	Distribution Center
Seaford, DE	Leased	Distribution Center
Bentonville, AR	Leased	Sales Office

        Co-Packing Arrangements.    In addition to our own manufacturing plants, we source a significant portion of our products under "co-packing" agreements, a common industry practice in which manufacturing is outsourced to other companies. We regularly evaluate our co-packing arrangements to ensure the most cost-effective manufacturing of our products and to utilize Company-owned manufacturing facilities most effectively. Third parties produce Regina, Underwood, Las Palmas and Joan of Arc brand products and certain Emeril's and Ortega brand products under co-packing agreements or purchase orders. Underwood brand products are produced pursuant to a co-packing agreement that expires December 31, 2006, with automatic one-year extensions thereafter unless either

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party provides at least one year's prior notice. Las Palmas brand products are produced under a co-packing agreement that expires on December 31, 2005, with automatic one-year extensions thereafter unless either party provides at least nine months' prior notice. Joan of Arc brand products are produced under a co-packing agreement that is in effect until March 31, 2005 and then continues in effect for successive one-year periods unless either party provides written notice to the other party at least twelve months in advance. Regina brand products and certain Emeril's brand products are produced by co-packers on a purchase order basis. Ortega brand salsa and peppers are co-packed under agreements that expire on December 31, 2006 (after which we have three one-year extension options) and June 30, 2004 (with two automatic one-year extensions), respectively. Each of our co-packers produces products for other companies as well. We believe that there are alternative sources of co-packing production readily available for our products, although we may experience short term disturbances in our operations if we are required to change our co-packing productions.

Raw Materials

        We purchase agricultural products and other raw materials from a variety of suppliers, including growers, commodity processors and other food companies. Our principal raw materials include peppers, cucumbers, other vegetables, fruits, maple syrup, meat and poultry. We purchase our agricultural raw materials in bulk or pursuant to short-term supply contracts. We purchase most of our agricultural products between July 1 and October 31. We also use packaging materials, particularly glass jars and cans.

        The profitability of our business relies in part on the prices of raw materials, which can fluctuate due to a number of factors, including changes in crop size, national, state and local government-sponsored agricultural programs, export demand, natural disasters, weather conditions during the growing and harvesting seasons, general growing conditions and the effect of insects, plant diseases and fungi. Although we enter into advance commodities purchase agreements from time to time, we are still exposed to potential increases in raw material costs. Moreover, due to the competitive environment in which we operate, we may be unable to increase the prices of our products to offset any increase in the cost of raw materials. As a result, any such increase could have a material adverse effect on our profitability, financial condition, results of operations or liquidity.

Trademarks and Licensing Agreements

        We own 106 trademarks which are registered in the United States, 23 trademarks which are registered with certain U.S. states and Puerto Rico, and 233 trademarks that are registered in foreign countries. In addition, we have seven trademark applications pending in the United States and foreign countries. Examples of our trademarks and registered trademarks include Ac'cent, B&G, B&G Sandwich Toppers, B&M, Bloch & Guggenheimer, Brer Rabbit, Cozy Cottage, Joan of Arc, Las Palmas, Maple Grove Farms of Vermont, Ortega, Polaner, Regina, Sa-són, Trappey's, Underwood, Vermont Maid and Wright's. We consider our trademarks to be of special significance in our business. We are not aware of any circumstances that would negatively impact our trademarks. Our new revolving credit facility will be secured by substantially all of our assets (other than our real property), including our rights to our intellectual property.

        In June 2000 we entered into a license agreement with Emeril's Food of Love Productions, L.L.C. (EFLP). This license agreement grants us an exclusive license to use the intellectual property owned by EFLP relating to Mr. Lagasse, including the name "Emeril Lagasse" and pictures, photographs and other personality material, in connection with the manufacturing, marketing and distribution of dry seasoning, liquid seasoning, condiments, sauces, dressings and certain other products through retail channels in the United States, the Caribbean and Canada. We also have the right of first negotiation with respect to other shelf-stable grocery products. Under the license agreement, EFLP owns all of the recipes that it provides to us and all of our Emeril's brand products and related marketing materials are subject to the prior approval of EFLP, which approval may not be unreasonably withheld. In

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addition, we are prohibited from entering into similar arrangements with other chefs or celebrities in connection with any of the products covered by our agreement with EFLP.

        The license agreement has been extended through June 2005 and is subject to extension and renewal at our option for an indefinite period if we meet specified annual net sales results. Among other things, we are obligated to introduce and market new products in each year of the license agreement and to pay EFLP royalties based on annual net sales of our Emeril's brand products. The license agreement may be terminated by EFLP if we are in breach or default of any of our material obligations thereunder. We have also agreed to indemnify EFLP with respect to claims under the license agreement, including claims relating to any alleged unauthorized use of any mark, personality or recipe by us in connection with the products in the Emeril's line of products.

Employees and Labor Relations

        As of July 3, 2004, our workforce consisted of 796 employees. Of that total, 546 employees were engaged in manufacturing, 96 were engaged in marketing and sales, 122 were engaged in distribution and 32 were engaged in administration. Approximately 290 of our 796 employees, as of July 3, 2004, were covered by collective bargaining agreements. In general, we consider our employee and union relations to be good.

Legal Proceedings

        In the ordinary course of business, we are involved in various legal proceedings. We do not believe the outcome of these proceedings will have a material adverse effect on our consolidated financial condition, results of operations or liquidity.

        In January 2002, we were named as a third-party defendant in an action regarding environmental liability under the Comprehensive Environmental Response, Compensation and Liability Act, or Superfund, for alleged disposal of waste by White Cap Preserves, an alleged predecessor of our company, at the Combe Fill South Landfill, a Superfund site. In February 2003, we paid $0.1 million in settlement of all asserted claims arising from this matter, a portion of the legal fees were reimbursed by the purchaser of White Cap Preserves pursuant to an indemnity wherein they acquired that liability, and in March 2003 a bar order was entered by the United States District Court for the District of New Jersey protecting us, subject to a limited re-opener clause, from any claims for contribution, natural resources damages and certain other claims related to the action until such time that the litigation is dismissed.

Government Regulation

        Our operations are subject to extensive regulation by the United States Food and Drug Administration, the United States Department of Agriculture and other federal, state and local authorities regarding the processing, packaging, storage, distribution and labeling of our products. Our processing facilities and products are subject to periodic inspection by federal, state and local authorities. We believe that we are currently in substantial compliance with all material governmental laws and regulations and maintain all material permits and licenses relating to our operations. Nevertheless, there can be no assurance that we are in full compliance with all such laws and regulations or that we will be able to comply with any future laws and regulations in a cost-effective manner. Failure by us to comply with applicable laws and regulations could subject us to civil remedies, including fines, injunctions, recalls or seizures, as well as potential criminal sanctions, all of which could have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity.

        We are also subject to the Food, Drug and Cosmetic Act and the regulations promulgated thereunder by the FDA. This comprehensive regulatory program governs, among other things, the manufacturing, composition and ingredients, labeling, packaging and safety of food. For example, the FDA regulates manufacturing practices for foods through its current "good manufacturing practices" regulations and specifies the recipes for certain foods. In addition, the Nutrition Labeling and

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Education Act of 1990 prescribes the format and content of certain information required to appear on the labels of food products. We are subject to regulation by certain other governmental agencies, including the U.S. Department of Agriculture. Our management believes that our facilities and practices are sufficient to maintain compliance with applicable governmental regulations, although there can be no assurances in this regard.

        We are also subject to the U.S. Bio-Terrorism Act of 2002 which imposes on us new import and export regulations. Under the Act, among other things, we are required to provide specific information about the food products we ship into the U.S. and to register our manufacturing facilities with the FDA.

Environmental Matters

        Except as described below, we have not made any material expenditures during the last three fiscal years in order to comply with environmental laws or regulations. Based on our experience to date, we believe that the future cost of compliance with existing environmental laws and regulations (and liability for known environmental conditions) will not have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity, except as noted below. However, we cannot predict what environmental or health and safety legislation or regulations will be enacted in the future or how existing or future laws or regulations will be enforced, administered or interpreted, nor can we predict the amount of future expenditures that may be required in order to comply with such environmental or health and safety laws or regulations or to respond to such environmental claims.

        On January 17, 2001, we became aware that fuel oil from our underground storage tank at our Roseland, New Jersey facility had been released into the ground and into a brook adjacent to such property. Since January 17, 2001, together with our environmental services firms, we have worked to clean-up the oil in cooperation with the New Jersey Department of Environmental Protection (NJDEP). After completion of the work we submitted our findings to the NJDEP along with recommendations for no further action. The NJDEP responded that additional investigation was required before it could agree to the no further action recommendations. The additional work has been conducted and we are awaiting the NJDEP's response. While the NJDEP could assert that more work is required, the cost of such work is not expected to have a material adverse effect on our business, consolidated financial condition, results of operations or liquidity.

        We recorded a charge of $1.1 million in the first quarter of fiscal 2001 to cover the expected cost of the clean-up, which approximates the actual amount spent as of December 29, 2001. In the third quarter of fiscal 2001, we received an insurance reimbursement of $0.2 million and accrued an additional $0.1 million for certain remaining miscellaneous expenses. Our management believes that substantially all estimated expenses relating to this matter have been incurred and paid as of January 3, 2004.

        In January 2002, we were named as a third-party defendant in an action regarding environmental liability under the Comprehensive Environmental Response, Compensation and Liability Act, or Superfund, for alleged disposal of waste by White Cap Preserves, an alleged predecessor of our company, at the Combe Fill South Landfill in New Jersey, a Superfund site. In February 2003, we paid $0.1 million in settlement of all asserted claims arising from this matter, a portion of the legal fees were reimbursed by the purchaser of White Cap Preserves pursuant to an indemnity wherein they acquired that liability, and in March 2003, a bar order was entered by the United States District Court for the District of New Jersey protecting us, subject to a limited re-opener clause, from any claims for contribution, natural resources damages and certain other claims related to the action until such time that the litigation is dismissed.

        We are involved in various other claims and legal actions arising in the ordinary course of business. In the opinion of our management, the ultimate disposition of these other matters will not have a material adverse effect on our business, consolidated financial position, results of operations or liquidity.

        We are subject to environmental regulations in the normal course of business. Our management believes that the cost of compliance with such regulations will not have a material adverse effect on our business, consolidated financial position, results of operations or liquidity.

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OUR MANAGEMENT

Executive Officers and Directors

        The following table sets forth certain information with respect to our executive officers and the members of our board of directors. Other officers may also be appointed to fill certain positions. Each of our directors holds office until the next annual meeting of our stockholders or until his successor has been elected and qualified.

Name	Age	Position
Leonard S. Polaner	73	Chairman of the Board of Directors of B&G Foods and Director nominee for B&G Holdings
David L. Wenner	54	President, Chief Executive Officer and Director of B&G Holdings and B&G Foods
Robert C. Cantwell	47	Executive Vice President of Finance and Chief Financial Officer of B&G Holdings and B&G Foods
David H. Burke	62	Executive Vice President of Sales of B&G Foods
James H. Brown	62	Executive Vice President of Manufacturing of B&G Foods
Albert J. Soricelli, Jr.	51	Executive Vice President of Marketing and Strategic Planning of B&G Foods
Thomas J. Baldwin	45	Director B&G Holdings and B&G Foods
William F. Callahan III	63	Director of B&G Foods
James R. Chambers	47	Director of B&G Foods and Director nominee for B&G Holdings
Nicholas B. Dunphy	56	Director of B&G Holdings and B&G Foods
Alfred Poe	55	Director of B&G Foods and Director nominee for B&G Holdings
Stephen C. Sherrill	51	Director of B&G Holdings and B&G Foods
Cynthia T. Jamison	45	Director nominee for B&G Holdings

        Leonard S. Polaner, Chairman of the Board:    Leonard Polaner has been Chairman of the Board of B&G Foods since March 1993 when the Polaner business was sold to International Home Foods, Inc. Prior to that time, Mr. Polaner was the President and Chief Executive Officer of Polaner/B&G Inc., positions which he assumed upon joining the company in 1986. Mr. Polaner began his career in the food products industry in 1956 when, after earning his Masters Degree from Harvard Business School, he joined Polaner, a family-run business. He has been active in many industry trade groups, including the New York Preservers Association, where he served as President, and the International Jelly and Preservers Association, where he served as President and a member of the Board of Directors.

        David L. Wenner, President, Chief Executive Officer and Director:    David Wenner is President and Chief Executive Officer of B&G Holdings and B&G Foods, positions he has held since March 1993, and has been a director of B&G Holdings and B&G Foods since August 1997. Mr. Wenner joined our company in 1989 as Assistant to the President and was directly responsible for our distribution and Bloch & Guggenheimer operations. In 1991, he was promoted to Vice President. He continued to be responsible for distribution and assumed responsibility for all company operations. Prior to joining our company, Mr. Wenner spent 13 years at Johnson & Johnson in supervision and management positions, responsible for manufacturing, maintenance and purchasing. Mr. Wenner is active in industry trade groups and has served as President of Pickle Packers International.

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        Robert C. Cantwell, Executive Vice President of Finance, Chief Financial Officer:    Robert Cantwell is the Executive Vice President of Finance and Chief Financial Officer of B&G Holdings and B&G Foods. Mr. Cantwell joined our company in 1983 as the Assistant Vice President of Finance. In that position, Mr. Cantwell had responsibility for all financial reporting, including budgeting. Mr. Cantwell was promoted to his current position in 1991, assuming full responsibility for all financial matters, as well as management information systems, data processing, administration and corporate human resources. Prior to joining us, Mr. Cantwell spent four years at Deloitte & Touche, where he received accreditation as a Certified Public Accountant.

        David H. Burke, Executive Vice President of Sales:    David Burke is Executive Vice President of Sales of B&G Foods. Mr. Burke has an extensive background with major consumer products companies. His experience includes eight years with Procter & Gamble in sales and sales management and 12 years at Quaker Oats, where he was a Regional Sales Manager and later Director of Broker Sales. Mr. Burke also spent four years with Pet Inc. as Vice President of sales for their frozen foods business. Mr. Burke joined our company in 1990 as Vice President of Sales and was and continues to be responsible for sales of all our company's brands.

        James H. Brown, Executive Vice President of Manufacturing:    James Brown is Executive Vice President of Manufacturing of B&G Foods and has 28 years of experience in manufacturing with our company and Polaner. Mr. Brown has been responsible for all manufacturing at the Roseland facility since 1981. In 1994, he assumed responsibility for our company's other manufacturing facilities. Prior to joining Polaner in 1972, Mr. Brown worked at Kraft Foods for two years as a project engineer and spent four years in the U.S. Navy.

        Albert J. Soricelli, Jr., Executive Vice President of Marketing & Strategic Planning:    Albert Soricelli is Executive Vice President of Marketing and Strategic Planning of B&G Foods. Prior to joining our company in 2000, Albert Soricelli held various executive positions in the food and consumer products industry. Mr. Soricelli spent 18 years at American Home Foods in Madison, New Jersey where he held the position of Senior Vice President/General Manager. More recently, Mr. Soricelli served as President, Consumer Division, of Nice Pak Inc. in Orangeburg, New York, a baby wipe and wet wipe consumer product company. As Executive Vice President of Marketing & Strategic Planning for our company, Mr. Soricelli is responsible for marketing, acquisitions and divestitures.

        Thomas J. Baldwin, Director:    Thomas Baldwin has been a director of B&G Holdings and B&G Foods since 1997. Since March 2000, Mr. Baldwin has been a Managing Director of Bruckmann, Rosser, Sherrill & Co., Inc. From 1996 until February 2000, Mr. Baldwin was the Chief Executive Officer and a founding stockholder of Christmas Corner, Inc., a specialty retail chain that owns and operates seasonal Christmas stores. From 1990 until 1995, Mr. Baldwin was a Managing Director of the leveraged buyout firm Invus Group, Ltd. Mr. Baldwin is a director of The Sheridan Group, Inc.

        William F. Callahan III, Director:    William Callahan has been a director of B&G Foods since our company acquired Maple Grove Farms of Vermont, Inc. in 1998. Prior to that, Mr. Callahan was the Chief Executive Officer and owner of Maple Grove Farms of Vermont, Inc. Mr. Callahan began his career in the specialty foods business in 1975 when he acquired Maple Grove Farms of Vermont, Inc. Prior to such acquisition, Mr. Callahan was Vice President, Sales of Blyth, Eastman, Dillon and Co. in New York and a trial attorney for the U.S. Securities and Exchange Commission in New York. Mr. Callahan is a graduate of Georgetown University and the Boston University Law School. He has served as a member of the State of Vermont Chamber of Commerce, a member of the Vermont Maple Industry Council and the State of Vermont Agriculture Commissioner's Task Force.

        James R. Chambers, Director:    James Chambers has been a director of B&G Foods since 2001. Mr. Chambers is President and Chief Executive Officer of Remy Amerique, Inc., a subsidiary of Remy Cointreau. Prior to Remy, Mr. Chambers was Chief Executive Officer of Paxonix, Inc., a wholly owned

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subsidiary of MeadWestvaco Inc. from 2001 to 2002. During 2000, he was Chief Executive Officer and President of Netgrocer.com, Inc., an online grocery retailer. Prior to that, Mr. Chambers was Group President of Information Resources, Inc., one of the largest research consultancies in the United States, from 1997 to 1999. From 1981 through 1996, Mr. Chambers held various positions with Nabisco, Inc., including President-Refrigerated Foods, Senior Vice President of Sales and Customer Service and Vice President, Information Technology.

        Nicholas B. Dunphy, Director:    Nicholas Dunphy has been a director of B&G Holdings and B&G Foods since 2000. Mr. Dunphy is a Managing Partner of Canterbury Capital II, LLC, with more than 20 years' business and investment banking experience. Prior to co-founding Canterbury Capital II, LLC, in 1996, he was a managing director and founding partner of Barclays Mezzanine Group. Before joining Barclays in 1980, Mr. Dunphy qualified as a Chartered Accountant in Canada and subsequently spent five years with Toronto Dominion Bank. Mr. Dunphy earned a B.Sc. from Manchester University in England and a Masters in Business Administration from York University in Canada.

        Alfred Poe, Director:    Alfred Poe has been a director of B&G Foods since 1997. He is currently the Chief Executive Officer of Aja Restaurant Corp., serving as such since 1999. He was the Chief Executive Officer of Superior Nutrition Corporation, a provider of nutrition products, from 1997 to 2002. He was Chairman of the Board of the MenuDirect Corporation, a provider of specialty meals for people on restricted diets, from 1997 to 1999. Mr. Poe was a Corporate Vice President of Campbell's Soup Company from 1991 through 1996. From 1993 through 1996, he was the President of Campbell's Meal Enhancement Group. From 1982 to 1991, Mr. Poe held various positions, including Vice President, Brands Director and Commercial Director with Mars, Inc.

        Stephen C. Sherrill, Director:    Stephen Sherrill has been a director of B&G Holdings and B&G Foods since 1997. Mr. Sherrill has been a Managing Director of Bruckmann, Rosser, Sherrill & Co., Inc. since its formation in 1995. Mr. Sherrill was an officer of Citicorp Venture Capital from 1983 until 1994. Prior to that, he was an associate at the New York law firm of Paul, Weiss, Rifkind, Wharton & Garrison. Mr. Sherrill is a director of Doane Pet Care Enterprises, Inc., Remington Arms Company, Inc. and Alliance Laundry Systems LLC.

        Cynthia T. Jamison, Director nominee:    Cynthia Jamison is a nominee to our board of directors. Ms. Jamison currently serves as chief financial officer of Cosi, Inc. Ms. Jamison is a partner with Tatum CFO Partners, LLC. As a Tatum partner, she served as the chief financial officer of Savista Corporation (formerly eMac Digital, LLC) a software/BPO company owned by Kohlberg Kravis Roberts & Co. Prior to Savista, she was chief operating officer of SurePayroll, Inc., an internet payroll company, from August 2002 to August 2003. She has previously held several additional chief financial officer positions, including Near North Insurance, Inc., an insurance company, from March 2002 to July 2002; CultureWorx, Inc., a software company, from August 2000 to February 2002; Illinois Superconductor Corporation, a telecommunications company, from August 1999 to August 2000; and Chart House Enterprises, a restaurant company, from June 1998 to April 1999. From 1981 to 1998 she held various financial positions at Allied Domecq Retailing USA, Kraft General Foods, and Arthur Andersen. She has held board seats at Tractor Supply Company, Inc., and Horizon Organic Holdings, Inc. (both NASDAQ), where she sat on the companies' audit and compensation committees.

Composition of the Board After the Offering

        Prior to the consummation of the Transactions, we intend to increase the size of our board of directors and to appoint Messrs. Chambers, Poe and Polaner and Ms. Jamison to the board. Each of them has consented to so serve. Their appointment will be subject to the consummation of the Transactions. In addition, we expect that Mr. Baldwin will resign as a director. Therefore, following the consummation of the Transactions, including the merger of B&G Foods with and into B&G Holdings,

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we anticipate that our board of directors will consist of Messrs. Chambers, Dunphy, Poe, Polaner, Sherrill and Wenner and Ms. Jamison.

        So long as our sponsor investor, Bruckmann, Rosser, Sherrill & Co., L.P., together with its affiliates, beneficially owns more than 10% of the outstanding shares of Class A and Class B common stock in the aggregate on a fully-diluted basis, the holders of our Class B common stock will be entitled to elect two directors to the board of directors. In accordance with the restated stockholders agreement, so long as the holders of our Class B common stock have the right to elect two directors, the holders of our Class B common stock have agreed to vote for the two director nominees nominated by our sponsor investor.

Committees of the Board

        The standing committees of our board of directors will consist of an audit committee, a compensation committee and a nominating and governance committee.

Audit Committee

        The principal duties and responsibilities of our audit committee will be as follows:

•

to serve as an independent and objective party to monitor our financial reporting process and internal control systems;



•

to review and appraise the audit efforts of our independent registered public accounting firm and exercise ultimate authority over the relationship between us and our independent registered public accounting firm; and



•

to provide an open avenue of communication among the independent registered public accounting firm, financial and senior management and the board of directors.

        The audit committee will have the power to investigate any matter brought to its attention within the scope of its duties. It will also have the authority to retain counsel and advisors to fulfill its responsibilities and duties. Prior to the consummation of the Transactions, Messrs. Dunphy and Poe and Ms. Jamison will be appointed to our audit committee. Each is independent under the listing standards of the American Stock Exchange and as that term is used in Section 10A(m)(3) of the Securities Act of 1934, as amended. The board of directors has determined that Ms. Jamison qualifies as an audit committee financial expert as that term is defined by applicable SEC regulations, and she will be designated as the audit committee's financial expert.

Compensation Committee

        The principal duties and responsibilities of the compensation committee will be as follows:

•

to discharge the board of directors' responsibilities relating to the compensation of our executive officers and directors;



•

to have overall responsibility for evaluating and approving our executive officer and director compensation plans, policies and programs, as well as all our equity-based compensation plans and policies; and



•

to prepare an annual report on executive compensation for inclusion in our proxy statement filed with the Securities and Exchange Commission.

        Prior to the consummation of the Transactions, Messrs. Chambers and Poe and Ms. Jamison will be appointed to our compensation committee. Each is independent under the listing standards of the American Stock Exchange with respect to compensation committees.

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Nominating and Governance Committee

        The principal duties and responsibilities of the nominating and governance committee will be as follows:

•

to assist the board of directors by identifying individuals qualified to become board members and members of board committees, to recommend to the board of directors nominees for the next annual meeting of stockholders, and to recommend to the board of directors nominees for each committee of the board of directors;



•

to lead the board of directors in its annual review of the board's and management's performance;



•

to monitor our corporate governance structure; and



•

to periodically review and recommend to the board of directors any proposed changes to the corporate governance guidelines applicable to us.

        Prior to the consummation of the Transactions, Messrs. Chambers and Dunphy and Ms. Jamison will be appointed to our nominating and governance committee. Each is independent under the listing standards of the American Stock Exchange with respect to nominating and governance committees.

Director Compensation and Arrangements

        During the 2003 fiscal year, non-employee members of our board of directors receive compensation for their services as directors in the amount of $1,000 to $2,000 per meeting of the board of directors. After the consummation of the Transactions, non-employee members of our board of directors will receive compensation in the amount of $30,000 per year for each year they serve on the board of directors. Our directors are entitled to reimbursement of their reasonable out-of-pocket expenses in connection with their travel to and attendance at meetings of the board of directors or committees thereof.

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Executive Compensation

        The following table sets forth certain information with respect to annual and long-term compensation for services in all capacities for fiscal years 2003, 2002 and 2001 paid to our five most highly compensated executive officers who were serving as such at January 3, 2004.

Summary Compensation Table

								Long-Term Compensation(3)
	Annual Compensation
Name and Principal Position								Securities Underlying Options	All Other Compensation(4)
	Year	Salary		Bonus(1)		Other(2)
David L. Wenner President and Chief Executive Officer	2003 2002 2001	$	325,111 299,621 274,573	$	325,500 250,005 275,000	$	10,000 10,000 10,000	— — —	$	6,000 6,000 5,100
Robert C. Cantwell Executive Vice President of Finance and Chief Financial Officer	2003 2002 2001	$	241,132 229,854 216,688	$	175,000 139,653 159,600	$	10,000 10,000 10,000	— — —	$	6,000 6,000 5,100
David H. Burke Executive Vice President of Sales of B&G Foods	2003 2002 2001	$	233,102 222,102 209,698	$	163,100 129,502 147,000	$	10,000 10,000 10,000	— — —	$	6,000 6,000 5,100
Albert J. Soricelli Executive Vice President of Marketing and Strategic Planning of B&G Foods	2003 2002 2001	$	224,871 212,852 199,525	$	157,500 124,253 140,000	$	10,000 10,000 10,000	— — 95,061	$	6,000 6,000 5,100
James H. Brown Executive Vice President of Manufacturing of B&G Foods	2003 2002 2001	$	201,332 191,640 181,294	$	145,600 116,669 133,000	$	13,101 12,350 12,350	— — —	$	6,000 6,000 5,100

(1)

Annual bonus earned under our company's annual bonus plan.

(2)

Includes personal use of a company automobile or automobile allowances paid.

(3)

Number of shares of common stock underlying options, effected for the stock split.

(4)

Includes our company's matching contributions to the 401(k) plan.

Long-Term Incentive Plan

        Our executive officers and other senior employees to be identified by the compensation committee of our board of directors will be eligible to participate in our long-term incentive plan (LTIP). The purpose of the LTIP will be to strengthen the mutuality of interests between the LTIP participants and holders of EISs. The LTIP will be administered by our compensation committee, which shall have the power to, among other things, determine:

•

those individuals who will participate in the LTIP;



•

the level of participation of each participant in an incentive pool;



•

the conditions that must be satisfied in order for the participants to vest in their allocated incentive pool amounts (including establishing specified performance targets that must be achieved in order for a pool to be created and amounts to be allocated to the participants); and

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•

other conditions that the participants must satisfy in order to receive payment of their allocated amounts.

        Under the LTIP, the maximum amount that any one participant can receive in respect of a one-year performance period is $1.0 million. The LTIP is an unfunded plan.

        Under the LTIP, participants will be eligible to receive certain amounts, initially credited to accounts created for them on our books and records as a percentage of an incentive pool. The incentive pool will be established if "excess cash," as defined in the indentures governing the senior subordinated notes and the senior notes, determined on a per-EIS basis and without regard to distributions under the LTIP (referred to as the potential per EIS distributable amount), exceeds a minimum per EIS distributable cash target amount for each of three performance periods. The three initial performance periods will be the periods beginning on the date of the offering and ending on January 1, 2005 (the last day of fiscal 2004) and the fiscal years 2005 and 2006. Generally, and subject to a participant's continued employment with us, the amounts credited to a participant's account will vest at the end of this multi-year period. However, participants who terminate employment with us prior to the end of this multi-year period due to death or disability will fully vest in their accounts at the time of their termination of employment, and participants whose employment is terminated by us without "cause" prior to the end of the multi-year period will vest in a portion of their accounts at the time of their termination of employment. All payments under the LTIP will be made in cash.

        The per EIS distributable cash target amount will be set by the compensation committee for each performance period. If the per EIS distributable cash target amount is achieved for each relevant performance period, then the compensation committee will most likely establish a reserve for the incentive pool equal to a percentage of the "excess." The excess is the amount by which the potential per EIS distributable amount exceeds the per EIS distributable cash target amount, multiplied by the average number of EISs issued and outstanding during the performance period. For the initial performance period, the amount of the incentive pool reserve will be 20% of the excess.

        Under the LTIP, in the event of a fundamental change (such as a merger or sale of all or substantially all of the assets or business of our company or acquisition by another entity of more than a 50% interest in us) of B&G Foods, the current performance period shall be deemed to end on the last day of the month prior to the effective date of the fundamental change. The potential per EIS distributable amount and the per EIS distributable cash target amount will be pro rated for the number of months in such shortened performance period. If the pro rated potential per EIS distributable amount exceeds the pro rated per EIS distributable cash target amount, then the incentive pool for the shortened performance period will be established based on the excess described above for the shortened performance period and immediately prior to the effective time of the fundamental change, participants shall vest in any unvested account balances (including amounts credited in prior performance periods).

        The compensation committee will have the power to amend or terminate the LTIP at any time. We intend for the LTIP to be a performance-based compensation arrangement within the meaning of Section 162(m) of the Internal Revenue Code of 1986, in order to ensure the full deductibility of all payments made under the LTIP to our executive officers and other senior employees whose compensation could otherwise be subject to the limitations on deductibility under Section 162(m).

Management Employment Agreements

        Effective as of the consummation of this offering and the other Transactions, we have entered into employment agreements with Mr. Wenner, Mr. Cantwell, Mr. Burke, Mr. Soricelli and Mr. Brown. The agreement with Mr. Wenner provides that he will be employed as our chief executive officer at a base salary of $340,000. The agreement with Mr. Cantwell provides that he will be employed as our chief financial officer at a base salary of $250,000. The agreement with Mr. Burke provides that he will be

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employed as our executive vice president of sales at a base salary of $244,000. The agreement with Mr. Soricelli provides that he will be employed as our executive vice president of marketing at a base salary of $237,000. The agreement with Mr. Brown provides that he will be employed as our executive vice president of operations at a base salary of $208,000.

        The term of each of these agreements is for two years beginning on the offering date, subject to automatic one-year extensions, unless earlier terminated. Each agreement may be terminated by the employee at any time for any reason, provided that he gives us 60 days advance written notice of his resignation, subject to special notice rules in the event of a change in control or in the event that we substantially alter his duties so that he can no longer perform his duties in accordance with his agreement with us. The special notice rules are described below.

        Each agreement may also be terminated by us for any reason, including for "cause" (we must give 60 days advance written notice if the termination is without cause). As defined in each agreement, a termination for cause includes termination by us due to illegal conduct, habitual unexcused absence, habitual substance abuse, willful disclosure of confidential company information, intentional violation of our conflicts of interest policies, failure to comply with the lawful directions of the board of directors and, except with respect to Mr. Wenner, the chief executive officer, and willful misconduct or gross negligence that results in harm to us. The employee will be considered to be terminated without cause if he resigns because we have altered his duties so substantially that he can no longer perform them in accordance with his agreement with us or because his principal employment location has been moved by more than 45 miles. In this event, he must notify us within 30 days and must allow us 15 days to restore his duties. The employee will also be considered to be terminated without cause if he terminates his employment following a change in control. In this event, he must give us written notice of his resignation within 120 days after the change in control.

        Each employee's base salary as set forth above is subject to annual increases at the discretion of the board. Each employee is eligible to earn additional annual incentive compensation under our annual bonus plan, in amounts ranging from 50% to 100% of his base salary with respect to Mr. Wenner and 35% to 70% of his base salary with respect to Mr. Cantwell, Mr. Burke, Mr. Soricelli and Mr. Brown, if respective threshold or target performance benchmarks, as defined in the annual bonus plan, are met. Each employee is also eligible to participate in the LTIP described above. Each employee is also entitled to (1) receive individual disability and life insurance coverage, (2) receive other executive benefits, including a car and cellular phone allowance and (3) participate in all employee benefits plans maintained by us for our employees and (4) receive other customary employee benefits.

        In the case of termination by us without cause, termination by us due to the employee's disability, or a resignation by the employee described above that is considered to be a termination by us without cause, the employee will receive the following severance benefits, in addition to accrued and unpaid compensation and benefits, for a period of two years in the case of Mr. Wenner and for the severance period as defined below in the cases of Mr. Cantwell, Mr. Burke, Mr. Soricelli and Mr. Brown: (1) his annual base salary and incentive compensation awards at the threshold amount, (2) continuation of the other employment benefits described above, (3) if legally allowed, two additional years of service credit under our qualified pension plan with respect to Mr. Wenner or additional service credit under our qualified pension plan equal to the number of years in the severance period with respect to Mr. Cantwell, Mr. Burke, Mr. Soricelli and Mr. Brown and (4) outplacement services. The severance period, in the case of Mr. Cantwell, Mr. Burke, Mr. Soricelli and Mr. Brown, is the (1) period beginning on the date of the employee's termination of employment and ending on the second anniversary of the effective date of our employment agreement with him if his termination occurs within one year after the effective date of the employment agreement, (2) one year after his termination of employment if his termination occurs after the first anniversary of the effective date of the employment agreement and (3) two years after his termination of employment if his termination is

95

following a change in control. In addition, if the employee terminates his employment following a change in control and becomes subject to the "golden parachute" excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, his payments will be increased so that he will be in the same after-tax economic position that he would be in if the excise tax did not apply. If the employee's termination is due to his disability, his continued annual base salary will be reduced by amounts paid under a disability plan or insurance policy.

        During his employment and for one year after his voluntary resignation or termination for cause, each employee has agreed that he will not be employed or otherwise engaged by any food manufacturer operating in the United States that directly competes with our business. Receipt of the severance benefits is contingent on the employee's compliance with this agreement.

Annual Bonus Plan

        We maintain an annual bonus plan that provides for annual incentive awards to be made to key executives upon our company's attainment of pre-set annual financial objectives. The amount of the annual award to each executive is based upon a percentage of the executive's annualized base salary. Awards are normally paid in cash in a lump sum following the close of each plan year. Executives generally must be employed on the last day of a plan year to receive an award, however, the plan provides for proration of awards in the event of certain circumstances such as the executive's promotion or demotion, death or retirement.

Transaction Bonus Arrangement

        Upon completion of this offering we will pay a cash bonus of $1.0 million in the aggregate to members of our management other than the six most senior executive officers. In addition, our board of directors has approved in principle a transaction bonus plan that will provide our six most senior executive officers (including our five most highly compensated officers) upon completion of this offering cash compensation in an aggregate amount, if any, equal to the amount by which the aggregate value of the Class B common stock retained by all members of our management plus the aggregate cash proceeds they receive upon the repurchase of their existing equity does not equal at least 10% of the total equity value of our company. If the initial public offering price of the EISs is $16.25, the mid-point of the expected range, we estimate the total compensation payable to the six most senior executive officers would be approximately zero and if the initial public offering price of the EISs is $15.50, the low-point of the expected range, the total compensation payable would be $2.1 million. Any such cash compensation paid to the six most senior executive officers will reduce the cash proceeds of the Transactions available to repurchase our existing equity and will not result in any increase in borrowings under our new revolving credit facility or reduce the amount of cash on our balance sheet at the closing date.

Stock Option Plan

        In order to attract, retain and motivate selected employees and officers of our company, we adopted the B&G Foods Holdings Corp. 1997 Incentive Stock Option Plan for our and our subsidiaries' key employees. The option plan authorizes for grant to key employees and officers options for up to 736,263 shares of our common stock (after giving effect to the conversion in the merger of B&G Foods, Inc. with and into B&G Holdings of each of the shares of our existing common stock into 109.8901 shares of our Class B common stock). The option plan authorizes us to grant either (i) options intended to constitute incentive stock options under the Internal Revenue Code of 1986 or (ii) non-qualified stock options. The option plan provides that it may be administered by the Company's board of directors. Options granted under the option plan will be exercisable in accordance with the terms established by our board of directors. Upon the occurrence of a change in control as defined in the option plan any unvested outstanding options become immediately vested and

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exerciseable in full. Under the option plan, the board of directors determines the exercise price of each option granted, which in the case of incentive stock options, cannot be less than fair value. All option grants have been made with an exercise price equal to the fair value of our common stock as determined by a third party valuation. Options will expire on the date determined by the company's board of directors, which may not be later than the tenth anniversary of the date of grant. The options vest ratably over five years. During fiscal year 2001, options to purchase 76,923 shares of our common stock were granted to Albert Soricelli. No other options were granted during fiscal year 2001 and no options were granted during fiscal 2002 or 2003. As of July 3, 2004, options to purchase 728,020 shares of our common stock, all of which were incentive stock options, had been granted since the inception of the option plan. Simultaneously with, and subject to the closing of, the offering, all outstanding options under the option plan will be repurchased for cash and the option plan will be terminated.

Aggregate Option Exercises and Fiscal Year-End Option Value

        The following table sets forth certain information regarding options held by the named executive officers at January 3, 2004 (after giving effect to the 109.8901 for 1 conversion). None of the named executive officers exercised any options during fiscal 2003.

	Number of Shares of Class B Common Stock Underlying Unexercised Options at Fiscal Year End		Value of Unexercised In-the-Money Options at Fiscal Year End(1)
	Exercisable	Unexercisable	Exercisable		Unexercisable
David L. Wenner	76,923	—	$	693,076	$	—
Robert C. Cantwell	76,923	—		693,076		—
David H. Burke	76,923	—		693,076		—
Albert J. Soricelli, Jr.	46,153	30,770		415,838		277,238
James H. Brown	76,923	—		693,076		—

(1)

Value determined on a pro forma basis by reference to the anticipated value of the Class B common stock based upon the anticipated value of the Class A common stock represented by the EISs issued in the offering.

Compensation Committee Interlocks and Insider Participation

        Our board of directors has appointed a compensation committee comprised of Mr. Sherrill and Mr. Baldwin. Mr. Sherrill is a former officer of our company, although he received no compensation in such capacity. Mr. Baldwin is not and has not been an officer of our company. Each of Mr. Sherrill and Mr. Baldwin is a managing director of Bruckmann, Rosser, Sherrill & Co., Inc.

401(k) Plan

        We maintain a tax-qualified defined contribution plan with a cash or deferred arrangement intended to qualify under Section 401(k) of the Internal Revenue Code of 1986. Our employees become eligible to participate in the plan upon reaching age 21 and completing one year of employment with us. Each participant in the plan may elect to defer, in the form of contributions to the plan, up to 75.0% of compensation that would otherwise be paid to the participant in the applicable year, which percentage may be increased or decreased by the administrative committee of the plan, but is otherwise not to exceed the statutorily prescribed annual limit ($12,000 in 2003 if the participant is under age 50, and $14,000 in 2003 if age is 50 or over). We make a 50.0% matching contribution with respect to each participant's elective contributions, up to six percent of such participant's compensation. Matching contributions vest over a rolling five-year period.

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Pension Plan

	Estimated Annual Pension
Remuneration	(Years of Service)
	15		20		25		30		35
$  40,000	$	4,500	$	6,000	$	7,500	$	9,000	$	10,500
$  60,000	$	7,712	$	10,283	$	12,853	$	15,424	$	17,994
$  80,000	$	11,162	$	14,883	$	18,603	$	22,324	$	26,044
$100,000	$	14,612	$	24,083	$	24,353	$	29,224	$	34,094
$120,000	$	18,062	$	24,083	$	30,103	$	36,124	$	42,144
$140,000	$	21,512	$	28,683	$	35,853	$	43,024	$	50,194
$160,000	$	24,962	$	33,283	$	41,603	$	49,924	$	58,244
$180,000	$	28,412	$	37,883	$	47,353	$	56,824	$	66,294
$200,000	$	31,862	$	42,483	$	53,103	$	63,724	$	74,344

        Benefits under the plan are calculated generally under a formula of 0.75% of final average earnings, plus an additional 0.4% of final average earnings in excess of a 35-year average Social Security taxable wage base, in each case, multiplied by service limited to 35 years. The compensation covered by the pension plan is W-2 earnings and any amounts contributed to any tax qualified profit sharing plan or cafeteria plan, with compensation limited to $200,000 as required by Section 401(a)(17) of the Internal Revenue Code of 1986. As of January 3, 2004, the years of credited service for each of the executive officers named in the summary compensation table above were: Mr. Wenner, 14; Mr. Cantwell, 20; Mr. Burke, 13; Mr. Brown, 16; and Mr. Soricelli, four. The benefits listed in the pension plan table are not subject to deduction for Social Security or other offset amounts.

Equity Compensation Plan Information

        The following table provides information about our common stock that may be issued upon the exercise of stock options and stock units under all of our equity compensation plans in effect as of January 3, 2004 (after giving effect to the 109.8901 for 1 conversion). Simultaneously with, and subject to the closing of, this offering, we will repurchase all of our outstanding options for cash, and all of our equity compensation plans will be terminated.

					Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
		Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
			Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
Plan Category
		(a)	(b)		(c)
Equity compensation plans approved by security holders		728,020	$	0.09	8,243
Equity compensation plans not approved by security holders		75,603	$	0.09	0
	Total	803,623	$	0.09	8,243

Material Features of Individual Arrangements Not Approved by Securityholders

        Options to purchase 75,603 shares of our common stock have been granted pursuant to a license agreement with a third party that is neither a director, officer nor existing stockholder of our company nor an affiliate thereof. All of such options are exercisable at a price of $0.09 per share of common stock, are fully vested and expire on June 9, 2010. Simultaneously with, and subject to the closing of, this offering, we will repurchase all of our outstanding options for cash, including those granted pursuant to the licensing agreement.

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OWNERSHIP OF CAPITAL STOCK

        The following table sets forth information as of October 6, 2004 with respect to the beneficial ownership of our common stock before and after the completion of the Transactions, after giving effect to the conversion in the merger of each outstanding share of common stock into 109.8901 shares of Class B common stock, and shows the number of and percentage owned by:

•

each person or entity who owns five percent or more of common stock,



•

each director of our company,



•

the executive officers named in the summary compensation table, and



•

all of our directors and officers as a group.

Unless otherwise specified, all shares are directly held.

        Beneficial ownership of shares is determined under the rules of the Securities and Exchange Commission and generally includes any shares over which a person exercises sole or shared voting or investment power. Except as indicated by footnote, and subject to applicable community property laws, each person identified in the table possesses sole voting and investment power with respect to all shares of stock held by him. Shares subject to options or warrants currently exercisable or exercisable within 60 days of October 6, 2004 and not subject to repurchase on that date are deemed outstanding for calculating the percentage of outstanding shares of the person holding these options, but are not deemed outstanding for purposes of calculating the percentage ownership of any other person. After repaying all of our outstanding borrowings under our existing senior credit facility, retiring all of our existing senior subordinated notes and repurchasing all of our preferred stock, we will use all remaining net proceeds of this offering (after giving effect to the payment of transaction fees, prepayment penalties, expenses and transaction bonuses) to repurchase 2,704,334 shares of our Class B common stock, options and warrants (or 5,231,335 shares of Class B common stock, options and warrants if the underwriters' over-allotment option is exercised in full). Because we intend to use all remaining net proceeds to buy a fixed number of shares of Class B common stock from our existing stockholders, if the net proceeds that we receive in this offering are greater or less than anticipated, the price per share that we pay to our existing stockholders to redeem their shares of Class B common stock could be higher or lower than the price per share allocated to the Class A common stock included within the EISs. We do not intend to use any such additional proceeds for any other purpose.

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	Number and Percent of Shares Beneficially Owned Prior to the Transactions				Number and Percent of Shares Beneficially Owned After the Transactions Assuming No Exercise of the EIS Over- Allotment Option			Number and Percent of Shares Beneficially Owned After the Transactions Assuming Full Exercise of the EIS Over-Allotment Option on the Closing Date
Name of Beneficial Owner	Class B Common Stock		Percent		Class B Common Stock	Percentage of Total Common Shares		Class B Common Stock	Percentage of Total Common Shares
Bruckmann, Rosser, Sherrill & Co., L.P. (1)	11,046,311	(2)	83.4	%	10,166,011	30.3	%	5,542,337	17.6	%
Canterbury Mezzanine Capital II, L.P. (3)	1,083,287	(4)	8.5	%	1,002,041	3.0	%	546,295	1.7	%
Protostar Equity Partners, L.P.(5)	361,095		3.0	%	334,013	1.0	%	182,098	*—
Leonard S. Polaner (6)(7)	406,593	(8)	3.5	%	214,286	*		214,286	*
David L. Wenner (6)	406,593	(8)	3.5	%	214,286	*		214,286	*
David H. Burke (6)	406,593	(8)	3.5	%	214,286	*		214,286	*
James H. Brown (6)	406,593	(8)	3.5	%	214,286	*		214,286	*
Robert C. Cantwell (6)	406,593	(8)	3.5	%	214,286	*		214,286	*
Albert J. Soricelli (6)	375,823	(9)	3.2	%	214,286	*		214,286	*
Thomas J. Baldwin (6)(10)	54,945		*		—	—		—	—
Alfred Poe (6)	54,945		*		—	—		—	—
William F. Callahan III (6)	159,340		1.4	%	—	—		—	—
James R. Chambers (6)	—		—		—	—		—	—
Stephen C. Sherrill (6)(10)	215,240	(11)	1.9	%	199,061	*		108,534	*
Nicholas B. Dunphy (12)(13)	—		—		—	—		—	—
Cynthia T. Jamison	—		—		—	—		—	—
All directors and officers as a group (13 persons) (7)(10)(12)	2,893,258	(8)(9)(11)	24.0	%	1,484,777	4.4	%	1,394,250	4.4	%

*

Less than 1%

(1)

Includes shares held by certain other entities and individuals affiliated with Bruckmann, Rosser, Sherrill & Co., L.P. Bruckmann, Rosser, Sherrill & Co., L.P. disclaims beneficial ownership of such shares. Bruckmann, Rosser, Sherrill & Co., L.P. is a limited partnership, the sole general partner of which is BRS Partners, Limited Partnership and the manager of which is Bruckmann, Rosser, Sherrill & Co., Inc. The sole general partner of BRS Partners, Limited Partnership is BRSE Associates, Inc. Stephen C. Sherrill and Thomas J. Baldwin are stockholders of Bruckmann, Rosser, Sherrill & Co., Inc. and BRSE Associates, Inc. and may be deemed to share beneficial ownership of the shares shown as beneficially owned by Bruckmann, Rosser, Sherrill & Co., L.P. Mr. Sherrill and Mr. Baldwin disclaim beneficial ownership of any such shares. The address for Bruckman, Rosser, Sherrill & Co., L.P. is Two Greenwich Plaza, Suite 100, Greenwich, CT 06830.

(2)

Includes warrants to purchase 1,650,716 shares of Class B common stock, exercisable within 60 days of October 6, 2004.

(3)

Canterbury Mezzanine Capital II, L.P. is a limited partnership, the sole general partner of which is Canterbury Capital II, LLC. Nicholas B. Dunphy holds a minor membership interest in Canterbury Mezzanine and a membership interest in Canterbury Capital and may be deemed to share beneficial ownership of the shares shown as beneficially owned by Canterbury Mezzanine. Mr. Dunphy disclaims beneficial ownership of any such shares. The address for Canterbury Capital II, LLC is 600 Fifth Avenue, 23^rd Floor, New York, NY 10020.

(4)

Includes warrants to purchase 1,083,287 shares of Class B common stock, exercisable within 60 days of October 6, 2004.

(5)

Includes warrants to purchase 361,095 shares of Class B common stock, exercisable within 60 days of October 6, 2004. The address for Protostar Equity Partners, L.P. is 13-15 West 54^th Street, Fourth Floor, New York, NY 10019.

(6)

The address of such person is c/o B&G Foods, Inc., 4 Gatehall Drive, Suite 110, Parsippany, New Jersey, 07054.

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(7)

Includes 329,670 shares of Class B common stock issued to Ellen Polaner as Trustee under the Indenture of Leonard Polaner dated March 9, 1998 for the benefit of Steven Polaner, Doug Polaner and Max Polaner. Mr. Polaner disclaims beneficial ownership of such shares.

(8)

Includes 76,923 options to purchase 76,923 shares of Class B common stock exercisable within 60 days of October 6, 2004.

(9)

Includes 46,153 options to purchase 46,153 shares of Class B common stock exercisable within 60 days of October 6, 2004. Does not include 30,770 options to purchase 30,770 shares that are not yet vested but that will be repurchased concurrently with the offering.

(10)

With respect to Mr. Sherrill and Mr. Baldwin, directors of our company, excludes shares held by Bruckmann, Rosser, Sherrill & Co., L.P. and certain other entities and individuals affiliated with Bruckmann, Rosser, Sherrill & Co., L.P., of which shares Mr. Sherrill and Mr. Baldwin disclaim beneficial ownership.

(11)

Includes warrants to purchase 32,358 shares of Class B common stock, exercisable within 60 days of October 6, 2004.

(12)

With respect to Mr. Dunphy, a director of our company, excludes shares held by Canterbury Mezzanine, of which shares Mr. Dunphy disclaims beneficial ownership.

(13)

The address of Mr. Dunphy is c/o Canterbury Mezzanine Capital II, L.P., 600 Fifth Avenue, 23^rd Floor, New York, NY 10020.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Stockholders Agreement and Registration Rights Agreement

        Stockholders Agreement.    Bruckmann, Rosser, Sherrill & Co., L.P. (BRS), Canterbury Mezzanine Capital II, L.P., Protostar Equity Partners, L.P., entities and individuals affiliated with BRS, Canterbury and Protostar and certain members of our board of directors and our executive officers are parties to a securities holders agreement, dated as of December 22, 1999, containing agreements among such stockholders with respect to the capital stock and corporate governance of B&G Holdings and its subsidiaries. Concurrently with, and subject to the closing of, this offering, the agreement will be restated. A copy of the form of restated stockholders agreement is filed as an exhibit to the registration statement of which this prospectus is a part.

        The restated stockholders agreement will contain provisions that restrict the ability of our sponsor investors and our management stockholders from transferring any Class B common stock, except to their affiliates or as otherwise permitted pursuant to the terms of the restated stockholders agreement. Beginning on the 181^st day following this offering, the holders of our Class B common stock may sell shares of Class B common stock to a third party in a private sale (other than to the public), provided that the third-party purchaser becomes a party to the restated stockholders agreement and makes a representation that it and its related persons do not hold, and, for so long as it holds Class B common stock, will not acquire any separate senior subordinated notes (not in the form of EISs). The restrictions in this paragraph do not apply to sales to certain permitted transferees of the holders of our Class B common stock.

        The restated stockholders agreement will also contain a non-competition restriction that will apply to our management stockholders of Class B common stock and limit their ability to compete with us during their employment and for a period of ten months following any termination of employment (except a termination by us without cause).

        Repurchase of our Class B Common Stock.    Neither we nor the holders of shares of Class B common stock will have any repurchase right or obligation with respect to the Class B common stock. However, the restated stockholders agreement will provide that if we and the holders of shares of Class B common stock agree that we will repurchase any shares of Class B common stock from such holders that the price per share of Class B common stock to be repurchased will be equal to the per share fair market value of our Class A common stock at such time, which shall generally be equal to the price of the Class A common stock on the American Stock Exchange if the Class A common stock is then listed or if it is not then listed, as determined by an independent appraisal firm. The restated stockholders agreement will also provide that until the second anniversary following the consummation of this offering we will not be permitted to repurchase shares of Class B common stock if following any such repurchase the aggregate number of shares of Class B common stock that remains outstanding would be less that 3,144,998.

        Registration Rights Agreement.    Bruckmann, Rosser, Sherrill & Co., L.P., Canterbury Mezzanine Capital II, L.P., Protostar Equity Partners, L.P., entities and individuals affiliated with BRS, Canterbury and Protostar and certain members of our board of directors and our executive officers are parties to a registration rights agreement pursuant to which B&G Holdings has granted registration rights to the existing stockholders of B&G Holdings with respect to its common stock. Concurrently with, and subject to the closing of the offering, the registration rights agreement will be restated. A copy of the form of restated registration rights agreement is included in the restated stockholders agreement filed as an exhibit to the registration statement of which this prospectus is a part.

        The registration rights agreement will provide that following the earliest of:

•

the fifth anniversary of the closing of this offering;



•

the date upon which at least 10% of Class A common stock issued in this offering is held separately and not in the form of EISs so that a separate trading market in the Class A common

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stock has developed and has subsisted for at least 180 days, as evidenced by the listing of the Class A common stock on the American Stock Exchange, any other national stock exchange or Nasdaq or any other national quotation system, provided that at least one year has elapsed since the closing of this offering, and

•

any earlier date, provided that we first confirm that the exercise of the registration rights will not adversely affect our treatment of the EISs and the separate senior subordinated notes for financial reporting purposes,

holders of our Class B common stock may demand registration of their Class B common stock two times per year; provided, however, that not less than a specified minimum number of shares of Class B common stock is requested to be registered. Holders of Class B common stock will have rights to piggyback on any registration of Class B common stock.

        In addition, following the date upon which the demand registration rights become effective as set forth above, and after there has been a registration, if any, of the Class B common stock, holders of Class B common stock will have piggyback rights whenever (if at all) we register additional EISs or Class A common stock, subject to certain cutbacks (the Class B common stock would be the first to be cut back) and certain other conditions. We will have the right in the event of any demand registration to preempt such registration by offering to repurchase the shares of Class B common stock sought to be registered for their per share fair market value (as determined above under "—Repurchase of our Class B Common Stock").

Bruckmann, Rosser, Sherrill & Co., Inc. Management Agreement and Transaction Services Agreement

        We are party to a management services agreement with Bruckmann, Rosser, Sherrill & Co., Inc., the manager of Bruckmann, Rosser, Sherrill & Co., L.P., pursuant to which we pay Bruckmann, Rosser, Sherrill & Co., Inc. $500,000 per annum for management, business and organizational strategy and merchant and investment banking services rendered to us and B&G Holdings, which services include, but are not limited to, advice on corporate and financial planning, oversight of operations, including the manufacturing, marketing and sales of our products, development of business plans, the structure of our debt and equity capitalization and the identification and development of business opportunities. Any future increase in payments under the management agreement with Bruckmann, Rosser, Sherrill & Co., L.P. are restricted by the terms of the indentures governing our company's existing 9⁵/8% senior subordinated notes due 2007. Concurrently with, and subject to the closing of, the offering, the management agreement will be terminated.

        We and Bruckmann, Rosser, Sherrill & Co., Inc. also are party to a transaction services agreement pursuant to which Bruckmann, Rosser, Sherrill & Co., Inc. will be paid a transaction fee for management, financial and other corporate advisory services rendered by Bruckmann, Rosser, Sherrill & Co., Inc. in connection with acquisitions, divestitures and financings by us, which fee will not exceed 1.0% of the total transaction value. In connection with the acquisition of the Ortega line of products, we paid transaction fees to Bruckmann, Rosser, Sherrill & Co., Inc., aggregating $1.0 million for financial advisory services. We recorded such transaction fees as part of the transaction costs included in the Ortega purchase price. Concurrently with and subject to the closing of the offering, the transaction services agreement will be amended to provide that transaction fees will be payable as described above unless a majority of disinterested directors determine otherwise. Bruckmann, Rosser, Sherrill & Co., Inc. will not receive any transaction fees in connection with the Transactions.

Roseland Lease

        We are a party to a lease for our Roseland facility with 426 Eagle Rock Avenue Associates, a real estate partnership of which Leonard S. Polaner, our Chairman, is the general partner. We paid $59,600 per month in rent to 426 Eagle Rock Avenue Associates pursuant to the Roseland lease. Beginning April 1, 2004, our monthly rent increased to $68,500. The lease expires in 2009. In the opinion of management, the terms of the Roseland lease are at least as favorable to us as the terms that could have been obtained from an unaffiliated third party.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

New Revolving Credit Facility

        Concurrently with this offering, we will enter into a new senior secured revolving credit facility with availability of up to $30.0 million. Our direct and indirect domestic subsidiaries will guarantee our obligations under the new revolving credit facility. The new revolving credit facility will mature five years after the closing of this offering and the other Transactions.

        The new revolving credit facility will include a sub-limit for letters of credit, and any outstanding letters of credit will be deducted from availability under the new revolving credit facility. The amounts drawn under the new revolving credit facility will initially bear interest at either a base rate plus a margin or LIBOR plus a margin. We will pay customary commitment fees on the unused portion of the new revolving credit facility.

        The new revolving credit facility will be secured by first priority liens on substantially all of our assets and our subsidiaries' assets except our real property. The new revolving credit facility will contain a number of negative covenants restricting, among other things, optional payments and modifications of subordinated and other indebtedness; distributions, dividends and repurchases of capital stock and other equity interests (other than the payments of dividends in respect of our Class A and Class B common stock permitted by the indenture with respect to the notes) acquisitions and investments; indebtedness; liens; affiliate transactions; sales of assets; and capital expenditures.

        The new revolving credit facility will also contain the following financial covenants: a minimum interest coverage ratio, a maximum senior leverage ratio and a maximum total leverage ratio. We will be required to maintain:

•

a "consolidated interest coverage ratio" (defined as the ratio of our EBITDA for any period of four consecutive fiscal quarters to our consolidated interest expense for such period payable in cash) of not less than 1.35 to 1.0.



•

a "consolidated senior leverage ratio" (defined as the ratio of our consolidated total debt, other than our senior subordinated notes, as of the last day of any period of four consecutive fiscal quarters to our EBITDA) of not more than 3.5 to 1.0.



•

a "consolidated total leverage ratio" (defined as the ratio of our consolidated total debt of the last day of any period to our EBITDA for any period of four consecutive fiscal quarters) of not more than 6.0 to 1.0.

        We will not be permitted to pay dividends on our Class A or Class B common stock unless we remain in compliance with these specified financial covenants.

        The new revolving credit facility will contain customary events of default.

New Senior Subordinated Notes

        Concurrently with this offering, we will separately offer $148.6 million aggregate principal amount of    % senior subordinated notes due 2016 ($170.8 million aggregate principal amount if the EIS underwriters exercise their over-allotment option with respect to the EISs in full) as part of our EIS offering. Each EIS will initially represent one share of our Class A common stock and $7.15 principal amount    % senior subordinated notes.

        Concurrently with this offering, we will also separately offer an additional $19.0 million aggregate principal amount of    % senior subordinated notes due 2016.

Interest Payment Dates. Interest on the senior subordinated notes will be payable quarterly in arrears on January 30, April 30, July 30 and October 30 commencing on                        , 2005.

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        Maturity Date.    The senior subordinated notes will mature on,                         2016, unless earlier redeemed at our option as described below.

        Optional Redemption.    We may not redeem the notes prior to                        , 2009. On and after                , 2009, we may redeem for cash all or part of the senior subordinated notes upon not less than 30 or more than 60 days' notice by mail to the owners of senior subordinated notes, at redemption prices specified in the indenture governing the senior subordinated notes. If we redeem any senior subordinated notes, the senior subordinated notes and Class A common stock represented by each EIS will be automatically separated.

        Change of Control.    Upon the occurrence of a change of control, unless we have exercised our right to redeem all senior subordinated notes as described above, each holder of the senior subordinated notes will have the right to require us to repurchase that holder's senior subordinated notes at a price equal to 101% of the principal amount of the senior subordinated notes being repurchased, plus any accrued and unpaid interest to the date of repurchase. In order to exercise this right, a holder must separate the senior subordinated notes and Class A common stock represented by such holder's EISs.

        Ranking.    The senior subordinated notes will be unsecured obligations and will be subordinated in right of payment to all of our existing and future senior secured and senior unsecured indebtedness, including the indebtedness under our new revolving credit facility and our senior notes. The senior subordinated notes will rank pari passu in right of payment with all of our subordinated indebtedness.

        Note Guarantees.    The senior subordinated notes will be jointly and severally and fully and unconditionally guaranteed by all of our existing domestic subsidiaries and certain future domestic subsidiaries on an unsecured and subordinated basis on the terms set forth in the indenture governing the senior subordinated notes. The senior subordinated note guarantees will be subordinated in right of payment to all existing and future senior indebtedness of the guarantors, including the indebtedness under our new revolving credit facility and the senior notes. Our present foreign subsidiary, Les Produits Alimentaires Jacques et Fils Inc., and any future foreign or partially owned domestic subsidiaries will not be guarantors of our senior subordinated notes.

        Restrictive Covenants.    The indenture governing the senior subordinated notes will contain covenants with respect to us and will restrict the incurrence of additional indebtedness and the issuance of capital stock; the payment of dividends or distributions on, and redemption of, capital stock; a number of other restricted payments, including certain investments; specified creation of liens, sale-leaseback transactions and sales of assets; fundamental changes, including consolidation, mergers and transfers of all or substantially all of our assets; and specified transactions with affiliates.

Procedures Relating to Subsequent Issuances. The indenture governing the senior subordinated notes will provide that in the event we issue additional senior subordinated notes having substatially identical terms as the senior subordinated notes but a different CUSIP number, each holder of EISs or senior subordinated notes, as the case may be, agrees that a portion of such holder's senior subordinated notes, whether held as part of EISs or separately, will be automatically exchanged for a portion of the senior subordinated notes acquired by the holders of such subsequently issued senior subordinated notes, and the records of any record holders of senior subordinated notes will be revised to reflect such exchanges. Consequently, following each such subsequent issuance and exchange, without any action by such holder, each holder of EISs or separately held senior subordinated notes, as the case may be, will own an indivisible unit composed of notes of each separate issuance in the same proportion as each holder. However, the aggregate stated principal amount of notes owned by each holder will not change as a result of such subsequent issuance and exchange. The indenture governing the senior subordinated notes will permit issuances of additional notes upon exchange of shares of Class B common stock by the holders of our Class B common stock for EISs and for other permitted purposes, subject to

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compliance with certain debt covenants. The automatic exchange of notes summarized above should not impair the rights that any holder would otherwise have to assert a claim under applicable securities laws against us with respect to the full amount of senior subordinated notes purchased by such holder. However, subsequent issuance of senior subordinated notes by us may adversely affect the tax and non-tax treatment of the EISs and senior subordinated notes.

Existing Credit Facility

        We have an existing senior credit facility consisting of a term loan and a revolving credit facility. Immediately following and subject to the completion of the Transactions, we intend to repay the outstanding principal amount under the existing senior credit facility of $149.0 million, consisting entirely of term loan borrowings, plus accrued and unpaid interest and terminate the facility. With respect to the existing senior credit facility, interest is determined based on several alternative rates, including the base lending rate per annum plus an applicable margin, or LIBOR plus an applicable margin (4.59% at July 3, 2004). The terms of the existing senior credit facility allow us to prepay without premium or penalty.

Existing Senior Subordinated Notes

        As of July 3, 2004, B&G Foods had $220.0 million aggregate principal amount of 9⁵/8% Senior Subordinated Notes due 2007 outstanding. Immediately following and subject to the completion of the Transactions, we intend to retire the $220.0 million aggregate principal amount outstanding of the existing senior subordinated notes.

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DESCRIPTION OF NOTES

        You can find the definitions of certain terms used in this description under the subheading "Certain Definitions." In this description, the words "B&G Foods" refers only to B&G Foods, Inc. and its successor in accordance with the terms of the indenture, and not to any of its subsidiaries.

        B&G Foods will issue the notes under an indenture among itself, the Guarantors and The Bank of New York, as trustee. See "Notice to Investors." The terms of the notes will include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended.

        The following description is only a summary of the material provisions of the indenture. It does not restate the indenture in its entirety. We urge you to read the indenture because it, and not this description, define your rights as a holder of the notes. We have filed a copy of the indenture as an exhibit to the registration statement that includes this prospectus. Certain defined terms used in this description but not defined below under "—Certain Definitions" have the meanings assigned to them in the indenture.

        The registered holder of a note will be treated as the owner of it for all purposes. Only registered holders will have rights under the indenture.

Brief Description of the Notes and the Note Guarantees

The Notes

        The notes:

•

will be general unsecured obligations of B&G Foods;



•

will be pari passu in right of payment with all existing and future unsecured senior Indebtedness of B&G Foods;



•

will be senior in right of payment to the Senior Subordinated Notes and any future subordinated Indebtedness of B&G Foods; and



•

will be fully and unconditionally guaranteed by the Guarantors.

However, the notes will be effectively subordinated to all borrowings under the senior credit facility, which will be secured by substantially all of the assets of B&G Foods and the Guarantors. See "Risk Factors—Your right to receive payments on the notes is effectively subordinated to the rights of our existing and future secured creditors."

The Note Guarantees

        The notes will be jointly and severally and fully and unconditionally guaranteed by all of B&G Foods' Domestic Subsidiaries.

        Each guarantee of the notes:

•

will be a general unsecured obligation of the Guarantor;



•

will be pari passu in right of payment with all existing and future unsecured senior Indebtedness of that Guarantor; and



•

will be senior in right of payment to that Guarantor's guarantee of the Senior Subordinated Notes and to any future subordinated Indebtedness of that Guarantor.

        Not all of our Subsidiaries will guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-Guarantor Subsidiaries, the non-Guarantor Subsidiaries will pay the

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holders of their debt and trade creditors before they will be able to distribute any of their assets to us. The Guarantor Subsidiaries generated 100% of our pro forma consolidated net sales on a pro forma as adjusted basis for fiscal 2003 and 99.9% of our as adjusted consolidated assets as of January 3, 2004. As of the date of the indenture, our only non-Guarantor Subsidiary will be Les Produits Alimentaires Jacques et Fils Inc.

        As of the date of the indenture, all of our Subsidiaries will be "Restricted Subsidiaries." However, under the circumstances described below under the caption "—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries," we will be permitted to designate certain of our Subsidiaries as "Unrestricted Subsidiaries." Our Unrestricted Subsidiaries will not guarantee the notes and will not be subject to many of the restrictive covenants in the indenture.

Principal, Maturity and Interest

        B&G Foods will issue $200.0 million in aggregate principal amount of notes in this offering. B&G Foods may issue additional notes under the indenture ("Additional Notes") from time to time after this offering. Any issuance of additional notes is subject to all of the covenants in the indenture, including the covenant described below under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock." The notes and any additional notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. B&G Foods will issue notes in denominations of $1,000 and integral multiples of $1,000. The notes will mature on                        , 2011.

        Interest on the notes will accrue at the rate of            % per annum and will be payable semi-annually in arrears on                        and                         , commencing on                         , 2005. Interest on overdue principal and interest, if any, will accrue at a rate that is 1% higher than the then applicable interest rate on the notes. B&G Foods will make each interest payment to the holders of record on the immediately preceding                        and                         .

        Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid or provided for. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

        If a holder of notes has given wire transfer instructions to B&G Foods, B&G Foods will pay, or cause to be paid, all principal, interest and premium, if any, on that holder's notes in accordance with those instructions. All other payments on the notes will be made at the office or agency of the paying agent and registrar within the City and State of New York unless B&G Foods elects to make interest payments by check mailed to the noteholders at their address set forth in the register of holders.

Paying Agent and Registrar for the Notes

        The trustee will initially act as paying agent and registrar. B&G Foods may change the paying agent or registrar without prior notice to the holders of the notes, and B&G Foods or any of its Restricted Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

        A holder may transfer or exchange notes in accordance with the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes and holders will be required to pay all taxes due on transfer. B&G Foods will not be required to transfer or exchange any note selected for redemption.

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Also, B&G Foods will not be required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

Note Guarantees

        The notes will be guaranteed by each of B&G Foods' current and future Domestic Subsidiaries. The Note Guarantees will be joint and several obligations of the Guarantors and those obligations will be limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law. See "Risk Factors—If the guarantees of the notes are held to be invalid or unenforceable or are limited in accordance with their terms, the notes would be structurally subordinated to the debt of our subsidiaries."

        A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than B&G Foods or another Guarantor, unless:

(1)

immediately after giving effect to that transaction, no Default or Event of Default exists; and



(2)

either:



(a)

the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of that Guarantor under the indenture, its Note Guarantee pursuant to a supplemental indenture satisfactory to the trustee; or



(b)

the Net Proceeds of such sale or other disposition are applied in accordance with the "Asset Sale" provisions of the indenture.

        The Note Guarantee of a Guarantor will be released:

(1)

in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) B&G Foods or a Restricted Subsidiary of B&G Foods, if the sale or other disposition complies with the "Asset Sale" provisions of the indenture;



(2)

in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) B&G Foods or a Restricted Subsidiary of B&G Foods, if the sale or other disposition complies with the "Asset Sale" provisions of the indenture;



(3)

if B&G Foods designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture;



(4)

upon legal defeasance or satisfaction and discharge of the indenture as provided below under "—Legal Defeasance and Covenant Defeasance" and "—Satisfaction and Discharge"; or



(5)

if such Guarantor no longer constitutes a Domestic Subsidiary.

        See "—Repurchase at the Option of Holders—Asset Sales."

Optional Redemption

        At any time prior to            , 2007, B&G Foods may on any one or more occasions redeem up to 35% of the aggregate principal amount of notes issued under the indenture (including Additional Notes, if any) at a redemption price of            % of the principal amount, plus accrued and unpaid

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interest, if any, to the redemption date, with the net cash proceeds of one or more Public Equity Offerings of B&G Foods; provided that:

(1)

at least 65% of the aggregate principal amount of notes originally issued under the indenture (excluding notes held by B&G Foods and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and



(2)

the redemption occurs within 90 days of the date of the closing of such Public Equity Offering.

        Except pursuant to the preceding paragraph, the notes will not be redeemable at B&G Foods' option prior to                        , 2008.

        On or after                        , 2008, B&G Foods may redeem all or a part of the notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on                        of the years indicated below, subject to the rights of holders of notes on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2008		%
2009		%
2010 and thereafter	100.000	%

        Unless B&G Foods defaults in the payment of the redemption price, interest will cease to accrue on the notes or portions thereof called for redemption on the applicable redemption date.

Mandatory Redemption

        B&G Foods is not required to make mandatory redemption or sinking fund payments with respect to the notes.

Repurchase at the Option of Holders

Change of Control

        If a Change of Control occurs, each holder of notes will have the right to require B&G Foods to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that holder's notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer (subject to the conditions required by applicable law, if any), B&G Foods will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest, if any, on the notes repurchased to the date of purchase, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date. No earlier than ten and no later than 20 days following any Change of Control, B&G Foods will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in such notice. Holders electing to have a note purchased pursuant to a Change of Control Offer will be required to surrender the note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the note completed, to the paying agent at the address specified in the notice of Change of Control Offer prior to the close of business on the third business day prior to the Change of Control Payment Date.

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        Any Change of Control Offer will be made in compliance with all applicable laws, rules and regulations, including, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws in connection with the repurchase of notes pursuant to the Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, B&G Foods' compliance with those laws and regulations will not in and of itself cause a breach of its obligations under this covenant.

        On the Change of Control Payment Date, B&G Foods will, to the extent lawful:

(1)

accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;



(2)

deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and



(3)

deliver or cause to be delivered to the trustee the notes properly accepted together with an Officer's Certificate stating the aggregate principal amount of notes or portions of notes being purchased by B&G Foods.

        The paying agent will promptly mail to each holder of notes properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any. B&G Foods will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

        The provisions described above that require B&G Foods to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holders of the notes to require that B&G Foods repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

        B&G Foods will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by B&G Foods and purchases all notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to the indenture as described above under the caption "—Optional Redemption," unless and until there is a default in payment of the applicable redemption price.

        The occurrence of the events constituting a Change of Control under the Indenture could result in an event of default under the Credit Agreement and under B&G Foods' or its Subsidiaries' other Credit Facilities and debt instruments. The definition of "change of control" under the Credit Agreement is substantially the same as that in the Indenture. Following such an event of default under the Credit Agreement, the lenders under the Credit Agreement or such other Credit Facilities and debt instruments would have the right to require the immediate repayment of the Indebtedness thereunder in full, and might have the right to require such repayment prior to the Change of Control Payment Date on which B&G Foods would be required to repurchase the notes.

        No assurances can be given that B&G Foods will have funds available or otherwise will be able to purchase any notes upon the occurrence of a Change of Control. The provisions of the indenture relating to a Change of Control in and of themselves may not afford holders of the notes protection in the event of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction involving us that may adversely affect holders of the notes if such transaction is not the type of transaction included within the definition of a Change of Control. A transaction involving management or Affiliates of B&G Foods likewise will result in a Change of Control only if it is the type of

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transaction specified by the definition. The existence of the foregoing provisions relating to a Change of Control may or may not deter a third party from seeking to acquire us in a transaction which constitutes a Change of Control and may or may not discourage or make more difficult the removal of incumbent management.

        The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of B&G Foods and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require B&G Foods to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of B&G Foods and its Subsidiaries taken as a whole to another Person or group may be uncertain.

        The provisions of the indenture related to B&G Foods' obligations to make a Change of Control Offer may be waived or modified with the written consent of the holders of a majority in aggregate principal amount of the notes then outstanding.

Asset Sales

        B&G Foods will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)

B&G Foods (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and



(2)

at least 75% of the consideration received in the Asset Sale by B&G Foods or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:



(a)

any liabilities, as shown on B&G Foods' most recent consolidated balance sheet, of B&G Foods or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Note Guarantee) that are assumed by the transferee of any such assets and B&G Foods or such Restricted Subsidiary is released from further liability;



(b)

any securities, notes or other obligations received by B&G Foods or any such Restricted Subsidiary from such transferee that are converted by B&G Foods or such Restricted Subsidiary into cash within 180 days after such Asset Sale, to the extent of the cash received in that conversion; and



(c)

any stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of this covenant.

        Any Asset Sale pursuant to a condemnation, appropriation or other similar taking, including by deed in lieu of condemnation, or pursuant to the foreclosure or other enforcement of a Permitted Lien or exercise by the related lienholder of rights with respect to any of the foregoing, including by deed or assignment in lieu of foreclosure, will not be required to satisfy the conditions set forth in the preceding paragraph. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, B&G Foods (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds, at its option:

(1)

to repay, prepay or purchase Indebtedness and other Obligations under a Credit Facility and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;



(2)

to acquire all or substantially all of the assets of another Permitted Business, or to acquire any Capital Stock of another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of B&G Foods;

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(3)

to make a capital expenditure;



(4)

to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; or



(5)

any combination of the foregoing clauses (1) through (4).

        In the case of clauses (2) and (4) above, B&G Foods will be deemed to have complied with its obligations in the preceding paragraph if it enters into a binding commitment to acquire such assets or Capital Stock prior to 360 days after the receipt of the applicable Net Proceeds; provided that such binding commitment will be subject only to customary conditions and such acquisition is completed within 180 days following the expiration of the aforementioned 360 day period. If the acquisition contemplated by such binding commitment is not consummated on or before such 180^th day, and B&G Foods has not applied the applicable Net Proceeds for another purpose permitted by the preceding paragraph on or before such 180^th day, such commitment shall be deemed not have been a permitted application of Net Proceeds. Pending the final application of any Net Proceeds, B&G Foods may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture.

        Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this covenant will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, within 30 days thereof, B&G Foods will make an Asset Sale Offer to all holders of notes and all holders of other Indebtedness that is pari passu with the notes (containing provisions similar to those set forth in the indenture with respect to offers) to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, B&G Foods may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

        Any Asset Sale Offer will be made in compliance with all applicable laws, rules and regulations, including, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, B&G Foods' compliance with those laws and regulations will not in and of itself cause a breach of its obligations under this covenant.

        The agreements governing B&G Foods' other Indebtedness contain, and future agreements may contain, prohibitions of certain events, including events that would constitute an Asset Sale. The exercise by the holders of notes of their right to require B&G Foods to repurchase the notes upon an Asset Sale could cause a default under these other agreements, even if the Asset Sale itself does not, due to the financial effect of such repurchases on B&G Foods. In the event an Asset Sale occurs at a time when B&G Foods is prohibited from purchasing notes, B&G Foods could seek the consent of its senior lenders to purchase notes or could attempt to refinance the borrowings that contain such prohibition. If B&G Foods does not obtain a consent or repay those borrowings, B&G Foods will remain prohibited from purchasing notes. In that case, B&G Foods' failure to purchase tendered notes would constitute an Event of Default under the indenture which could, in turn, constitute a default under the other indebtedness. Finally, B&G Foods' ability to pay cash to the holders of notes upon a repurchase may be limited by B&G Foods' then existing financial resources.

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Selection and Notice

        If less than all of the notes are to be redeemed or purchased in an offer to purchase at any time, the trustee will select notes for redemption on a pro rata basis unless otherwise required by law or applicable stock exchange requirements.

        Notes that are redeemed in part must be in multiples of $1,000 only. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its address last shown upon the registry books of B&G Foods' registrar, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture. Notices of redemption may not be conditional.

        If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed; provided that the principal amount specified must be $1,000 or an integral multiple thereof. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of notes called for redemption.

Certain Covenants

Restricted Payments

        B&G Foods will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1)

declare or pay any dividend or make any other payment or distribution on account of B&G Foods' or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving B&G Foods or any of its Restricted Subsidiaries) or to the direct or indirect holders of B&G Foods' or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of B&G Foods and other than dividends or distributions payable to B&G Foods or a Restricted Subsidiary of B&G Foods);



(2)

purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving B&G Foods) any Equity Interests (other than any such Equity Interest owned by a wholly owned Restricted Subsidiary of B&G Foods) of B&G Foods or any direct or indirect parent of B&G Foods;



(3)

make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of B&G Foods or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among B&G Foods and any of its Restricted Subsidiaries), except a payment of interest or principal at the Stated Maturity thereof; or



(4)

make any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (4) being collectively referred to as "Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment, no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment and:

(1)

if the Fixed Charge Coverage Ratio for B&G Foods' four most recent fiscal quarters for which internal financial statements are available is not less than 1.6 to 1.0, such Restricted

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Payment, together with the aggregate amount of all other Restricted Payments made by B&G Foods and its Restricted Subsidiaries since the date of the indenture (except for Restricted Payments made pursuant to clause (1) (so long as such Restricted Payment was previously included for purposes of this calculation (to the extent required to be so included) at the time of its declaration), (2), (3), (6), (11), (13), (14) or (15) of the next succeeding paragraph), is less than the sum, without duplication of:

(a)

Excess Cash of B&G Foods for the period (taken as one accounting period) from and including the first fiscal quarter beginning after the date of the indenture to the end of B&G Foods' most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment; plus

(b)

100% of the aggregate net cash proceeds received by B&G Foods since the date of the indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of B&G Foods (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of B&G Foods that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of B&G Foods); plus

(c)

100% of the Fair Market Value as of the date of issuance of any Equity Interests (other than Disqualified Stock) issued since the date of the indenture by B&G Foods as consideration for the purchase by B&G Foods or any of its Restricted Subsidiaries of all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business (including by means of a merger, consolidation or other business combination permitted under the indenture); plus

(d)

to the extent that any Restricted Investment that was made after the date of the indenture is sold for cash or other property or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment or the Fair Market Value of such other property (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment; plus

(e)

to the extent that any Unrestricted Subsidiary of B&G Foods designated as such after the date of the indenture is redesignated as a Restricted Subsidiary after the date of the indenture or merges or consolidates with or into, or is liquidated into, B&G Foods or any of its Restricted Subsidiaries, the lesser of (i) the Fair Market Value of B&G Foods' Investment in such Subsidiary as of the date of such redesignation or (ii) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the date of the indenture (the amount determined at any time pursuant to items (b), (c), (d) and (e) being referred to as the "Incremental Funds"); minus

(f)

the aggregate amount of Restricted Payments made in reliance on Incremental Funds pursuant to this clause (1) or clause (2) below; or



(2)

if the Fixed Charge Coverage Ratio for B&G Foods' four most recent fiscal quarters for which internal financial statements are available is less than 1.6 to 1.0, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by B&G Foods and its Restricted Subsidiaries since the beginning of the fiscal quarter in which such Restricted Payment is made (such Restricted Payments for purposes of this clause (2) meaning

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only distributions on B&G Foods' common stock), is less than the sum, without duplication, of:

(a)

$10.0 million less the aggregate amount of all Restricted Payments made by B&G Foods pursuant to this clause (2)(a) during the period ending on the last day of the fiscal quarter of B&G Foods immediately preceding the fiscal quarter in which such Restricted Payment is made and beginning on the date of the indenture, plus

(b)

Incremental Funds to the extent not previously expended pursuant to this clause (2) or clause (1) above;

provided that only Restricted Payments that are distributions on B&G Foods' common stock may be made pursuant to this clause (2).

        The preceding provisions will not prohibit:

(1)

the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of the indenture;



(2)

so long as no Default has occurred and is continuing or would be caused thereby, the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the sale within 10 business days (other than to a Subsidiary of B&G Foods) of, Equity Interests of B&G Foods (other than Disqualified Stock) or from the contribution of common equity capital to B&G Foods within 10 business days; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (1)(b) of the preceding paragraph;



(3)

so long as no Default has occurred and is continuing or would be caused thereby, the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of B&G Foods or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness or issuance of Disqualified Stock permitted to be issued by the covenant described below under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock" within 10 business days from such incurrence or issuance;



(4)

the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of B&G Foods to the holders of its Equity Interests on a pro rata basis;



(5)

so long as no Default has occurred and is continuing or would be caused thereby, the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of B&G Foods or any Restricted Subsidiary of B&G Foods held by any current or former officer, director or employee of B&G Foods or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option plan or any other management or employee benefit plan or agreement, shareholders' agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $2.0 million in any calendar year; provided, further, that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds received by B&G Foods or any of its Restricted Subsidiaries (to the extent contributed to B&G Foods) from sales of Equity Interests (other than Disqualified Stock) of B&G Foods to officers, directors or employees of B&G Foods or any of its Restricted Subsidiaries that occur after the date of the indenture (provided that the amount of such cash proceeds used for any such repurchase, redemption, acquisition or retirement will not increase the amount available for

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Restricted Payments under clause (1)(b) of the preceding paragraph and provided that B&G Foods may elect to apply all or any portion of the aggregate increase contemplated by this proviso in any calendar year); provided, further, that cancellation of Indebtedness owing to B&G Foods from members of management of B&G Foods or any Restricted Subsidiary in connection with a repurchase of Equity Interests of B&G Foods will not be deemed to constitute a Restricted Payment;

(6)

so long as no Default has occurred and is continuing or would be caused thereby, the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options;



(7)

so long as no Default has occurred and is continuing or would be caused thereby, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of B&G Foods or any Restricted Subsidiary of B&G Foods issued on or after the date of the indenture in accordance with the covenant described below under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock";



(8)

so long as no Default has occurred and is continuing or would be caused thereby, upon the occurrence of a Change of Control and within 60 days after the completion of the related Change of Control Offer, any purchase or redemption of Indebtedness of B&G Foods or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee required pursuant to the terms thereof as a result of such Change of Control at a purchase or redemption price not to exceed 101% of the outstanding principal amount thereof, plus accrued and unpaid interest thereon, if any; provided, however, that such purchase or redemption is not made, directly or indirectly, from the proceeds of (or made in anticipation of) any issuance of Indebtedness by B&G Foods or any of its Restricted Subsidiaries;



(9)

repurchases of Capital Stock deemed to occur upon the exercise of stock options if the Capital Stock represents a portion of the exercise price thereof;



(10)

payments of dividends to B&G Foods solely to enable it to make payments to holders of its Capital Stock in lieu of the issuance of fractional shares of its Capital Stock;



(11)

so long as no Default has occurred and is continuing or would be caused thereby, the acquisition of any shares of Disqualified Stock of B&G Foods in exchange for other shares of Disqualified Stock of B&G Foods or with the net cash proceeds from an issuance of Disqualified Stock by B&G Foods within 10 business days of such issuance, in each case that is permitted to be issued under the covenant described below under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock";



(12)

so long as no Default has occurred and is continuing or would be caused thereby, the First Four Dividend Payments;



(13)

the repurchase of shares of our Class B common stock on the date of the indenture or on the closing date(s) of the exercise of the over-allotment option relating to the EISs (which closing date(s) shall occur on or before            , 2004);



(14)

so long as no Default has occurred and is continuing or would be caused thereby, other Restricted Payments in an aggregate amount not to exceed $10.0 million since the date of the indenture; and



(15)

so long as no Default has occurred and is continuing or would be caused thereby, the repurchase of shares of our Class B common stock issued on or before the date of the indenture with the proceeds of an issuance of EISs or, if no EISs are outstanding on the date of repurchase, the issuance of Senior Subordinated Notes and B&G Foods' Class A common stock, in either case completed substantially contemporaneously with such repurchase and, in

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respect of any Senior Subordinated Notes, incurred pursuant to clause (19) of the second paragraph of the covenant described below under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock," provided that such transactions may only be consummated in accordance with the Securities Holders Agreement, provided, further, that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (1)(b) of the preceding paragraph.

        If B&G Foods' Net Cash Balance is less than $10.0 million at the end of any fiscal year beginning with the fiscal year ended January 1, 2005, then until the earlier of (a) the first fiscal year end thereafter at which B&G Foods' Net Cash Balance equals or exceeds $10.0 million and (b) the first fiscal quarter end thereafter at which B&G Foods' Net Cash Balance equals or exceeds $12.5 million, the amount of Excess Cash that B&G Foods may use to make dividends or other distributions on its common stock pursuant to the second clause (1) of the first paragraph of this covenant shall be reduced to 98.0% thereof.

        For purposes of this covenant, the amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by B&G Foods or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this covenant will be determined by the Board of Directors of B&G Foods whose resolution with respect thereto will be delivered to the trustee to the extent that such Fair Market Value exceeds $10.0 million. For purposes of determining compliance with this covenant, in the event that a Restricted Payment meets the criteria of more than one of the exceptions described in clauses (1) through (15) above or is entitled to be made pursuant to the first paragraph of this covenant, B&G Foods will be permitted, in its sole discretion, to classify the Restricted Payment in any manner that complies with this covenant.

Incurrence of Indebtedness and Issuance of Preferred Stock

        B&G Foods will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt), and B&G Foods will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that B&G Foods may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for B&G Foods' most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

        The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

(1)

the incurrence by B&G Foods and any of its Restricted Subsidiaries of Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1)(with letters of credit being deemed to have a principal amount equal to the maximum potential liability of B&G Foods and its Restricted Subsidiaries thereunder) not to exceed the greater of (x) $50.0 million and (y) the amount of the Borrowing Base as of the date of such incurrence;

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(2)

the incurrence by B&G Foods and its Restricted Subsidiaries of the Existing Indebtedness;



(3)

the incurrence of up to $190.0 million of Senior Subordinated Notes and the related guarantees thereof by B&G Foods and the Guarantors;



(4)

the incurrence by B&G Foods and the Guarantors of Indebtedness represented by the notes and the related Note Guarantees to be issued on the date of the indenture;



(5)

the incurrence by B&G Foods or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of B&G Foods or any of its Restricted Subsidiaries (whether through the direct purchase of assets or the Equity Interests of any Person owning such assets), in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (5), not to exceed $20.0 million at any time outstanding;



(6)

the incurrence by B&G Foods or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), (6), (17) or (18) of this paragraph;



(7)

the incurrence by B&G Foods or any of its Restricted Subsidiaries of intercompany Indebtedness between or among B&G Foods and any of its Restricted Subsidiaries; provided, however, that:



(a)

if B&G Foods or any Guarantor is the obligor on such Indebtedness and the payee is not B&G Foods or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the notes, in the case of B&G Foods, or the Note Guarantee, in the case of a Guarantor; and



(b)

(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than B&G Foods or a Restricted Subsidiary of B&G Foods and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either B&G Foods or a Restricted Subsidiary of B&G Foods, will be deemed, in each case, to constitute an incurrence of such Indebtedness by B&G Foods or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (7);



(8)

the issuance by any of B&G Foods' Restricted Subsidiaries to B&G Foods or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:



(a)

any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than B&G Foods or a Restricted Subsidiary of B&G Foods; and



(b)

any sale or other transfer of any such preferred stock to a Person that is not either B&G Foods or a Restricted Subsidiary of B&G Foods,

will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (8);

(9)

the incurrence by B&G Foods or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business;

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(10)

the guarantee by B&G Foods or any of its Restricted Subsidiaries of Indebtedness of B&G Foods or a Restricted Subsidiary of B&G Foods that was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the notes, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;



(11)

the incurrence by B&G Foods or any of its Restricted Subsidiaries of Indebtedness in respect of bankers' acceptances, performance, bid and surety bonds and completion guarantees provided in the ordinary course of business;



(12)

the incurrence by B&G Foods or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business;



(13)

the incurrence of Indebtedness arising from agreements of B&G Foods or any of its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any business, assets or a Restricted Subsidiary, other than the Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided, however, that:



(a)

such Indebtedness is not reflected on the balance sheet of B&G Foods or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (a)); and



(b)

the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by B&G Foods and Restricted Subsidiaries in connection with such disposition;



(14)

the incurrence of Indebtedness owed to any Person in connection with worker's compensation, self-insurance, health, disability or other employee benefits or property, casualty or liability insurance provided by such Person to B&G Foods or any of its Restricted Subsidiaries, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business and consistent with past practices;



(15)

pledges, deposits or payments made or given in the ordinary course of business in connection with or to secure statutory, regulatory or similar obligations, including obligations under health, safety or environmental obligations, or arising from guarantees to suppliers, lessors, licenses, contractors, franchisees or customers of obligations, other than Indebtedness, made in the ordinary course of business;



(16)

the incurrence of Indebtedness by B&G Foods or any of its Restricted Subsidiaries issued to directors, officers or employees of B&G Foods or any of its Restricted Subsidiaries in connection with the redemption or purchase of Capital Stock that, by its terms, is subordinated to the notes, is not secured by any assets of B&G Foods or any of its Restricted Subsidiaries and does not require cash payments prior to the Stated Maturity of the notes, in an aggregate principal amount at any time outstanding not to exceed $2.0 million;



(17)

the incurrence of Indebtedness by B&G Foods or any Restricted Subsidiary to finance the acquisition (including, without limitation, by way of a merger) of Capital Stock of any Person engaged in, or assets used or useful in, a Permitted Business; provided that the Fixed Charge Coverage Ratio for B&G Foods' most recently ended four full fiscal quarters for which

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internal financial statements are available immediately preceding the date on which such Indebtedness is incurred would have been at least 1.75 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the Indebtedness had been incurred at the beginning of such four-quarter period;

(18)

the incurrence by B&G Foods or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (18), not to exceed $20.0 million; and



(19)

the incurrence by B&G Foods of Indebtedness in the form of Senior Subordinated Notes in connection with the issuance of EISs or, if there are no EISs outstanding on the date of such issuance, the issuance of our Class A common stock, (and in each case, the incurrence of the related guarantees in respect of such Senior Subordinated Notes by the Guarantors), provided that (a) no Default or Event of Default has occurred and is continuing at the time of such issuance or would be caused thereby, (b) the ratio of the aggregate principal amount of such Senior Subordinated Notes over the number of additional shares of B&G Foods' Class A common stock issued contemporaneously therewith shall not exceed (i) the equivalent ratio with respect to the EISs outstanding immediately prior to such issuance, or (ii) if there are no EISs outstanding immediately prior to such issuance, the equivalent ratio with respect to the EISs outstanding on the date of the indenture, and (c) B&G Foods uses the proceeds of such issuance solely to repurchase shares of Class B common stock issued on or before the date of the indenture from holders thereof in accordance with the Securities Holders Agreement.

        B&G Foods will not incur, and will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of B&G Foods or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the notes and the applicable Note Guarantee on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of B&G Foods solely by virtue of being unsecured or by virtue of being secured on a first or junior Lien basis.

        For purposes of determining compliance with this "Incurrence of Indebtedness and Issuance of Preferred Stock" covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (19) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, B&G Foods will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. Indebtedness under Credit Facilities outstanding on the date on which notes are first issued and authenticated under the indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that B&G Foods or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

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        The amount of any Indebtedness outstanding as of any date will be:

(1)

the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;



(2)

the principal amount of the Indebtedness, in the case of any other Indebtedness; and



(3)

in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:



(a)

the Fair Market Value of such assets at the date of determination; and



(b)

the amount of the Indebtedness of the other Person.

Liens

        B&G Foods will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind (other than Permitted Liens) to secure Indebtedness of any kind on any asset now owned or hereafter acquired, unless all payments due under the indenture and the notes are secured on an equal and ratable basis with the obligations so secured (or, if such obligations are subordinated by their terms to the notes or the Note Guarantees, prior to the obligations so secured) until such time as such obligations are no longer secured by a Lien.

Dividend and Other Payment Restrictions Affecting Subsidiaries

        B&G Foods will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1)

pay dividends or make any other distributions on its Capital Stock to B&G Foods or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to B&G Foods or any of its Restricted Subsidiaries;



(2)

make loans or advances to B&G Foods or any of its Restricted Subsidiaries; or



(3)

transfer any of its properties or assets to B&G Foods or any of its Restricted Subsidiaries.

        However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1)

agreements governing Existing Indebtedness and any other agreement, including Credit Facilities and the Senior Subordinated Note Indenture, as in effect on the date of the indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the indenture;



(2)

the indenture, the notes and the Note Guarantees;



(3)

applicable law, rule, regulation or order;



(4)

any instrument governing Indebtedness or Capital Stock of a Person acquired by B&G Foods or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any

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Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;

(5)

customary non-assignment provisions in contracts, licenses and other commercial agreements entered into in the ordinary course of business;



(6)

purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph;



(7)

any agreement for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;



(8)

Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are, in the good faith judgment of the senior management or Board of Directors of B&G Foods, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;



(9)

any restriction on the transfer of assets under any Lien permitted under the indenture imposed by the holder of the Lien;



(10)

provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business or with the approval of B&G Foods' Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and



(11)

restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Merger, Consolidation or Sale of Assets

        B&G Foods will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not B&G Foods is the surviving entity); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets (such amounts to be computed on a consolidated basis) of B&G Foods and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(1)

either: (a) B&G Foods is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than B&G Foods) or to which such sale, assignment, transfer, conveyance or other disposition has been made is either (i) a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia or (ii) a partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia that has at least one Restricted Subsidiary that is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia, which corporation becomes the co-issuer of the notes pursuant to a supplemental indenture reasonably satisfactory to the trustee;



(2)

the Person formed by or surviving any such consolidation or merger (if other than B&G Foods) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of B&G Foods under the notes and the indenture pursuant to agreements reasonably satisfactory to the trustee;

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(3)

immediately after such transaction, no Default or Event of Default exists; and



(4)

B&G Foods or the Person formed by or surviving any such consolidation or merger (if other than B&G Foods), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either:



(a)

be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock"; or



(b)

have a Fixed Charge Coverage Ratio that is equal to or greater than the Fixed Charge Coverage Ratio of B&G Foods immediately prior to such consolidation, merger, sale, assignment, transfer, conveyance or other disposition.

        In addition, B&G Foods will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.

        This "Merger, Consolidation or Sale of Assets" covenant will not apply to:

(1)

a merger of B&G Foods with an Affiliate solely for the purpose of reincorporating B&G Foods in another jurisdiction; or



(2)

any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among B&G Foods and its Restricted Subsidiaries.

Transactions with Affiliates

        B&G Foods will not, and will not permit any of its Restricted Subsidiaries to, on or after the date of the indenture, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of B&G Foods (each, an "Affiliate Transaction"), unless:

(1)

the Affiliate Transaction is on terms that are no less favorable to B&G Foods or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by B&G Foods or such Restricted Subsidiary with a Person that is not an Affiliate of B&G Foods; and



(2)

B&G Foods delivers to the trustee:



(a)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors of B&G Foods set forth in an Officer's Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of B&G Foods or, if none, a disinterested representative appointed by the Board of Directors for such purpose; and



(b)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, an opinion as to the fairness to B&G Foods or such Subsidiary of such Affiliate Transaction from a financial point of view or that such Affiliate Transaction is not less favorable to B&G Foods and its Restricted Subsidiaries than could reasonably be expected to be obtained in a comparable transaction with a Person that is not an Affiliate of B&G Foods, as issued by an accounting, appraisal or investment banking firm of national standing.

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        The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1)

any employment agreement, officer or director indemnification agreement or any similar arrangement entered into by B&G Foods or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;



(2)

transactions between or among B&G Foods and/or its Restricted Subsidiaries;



(3)

transactions with a Person (other than an Unrestricted Subsidiary of B&G Foods) that is an Affiliate of B&G Foods solely because B&G Foods owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;



(4)

fees and compensation paid to officers and employees of B&G Foods or any Restricted Subsidiaries, to the extent such fees and compensation are reasonable and customary, and payment of reasonable directors' fees to Persons who are not otherwise Affiliates of B&G Foods;



(5)

any issuance or sale of Equity Interests (other than Disqualified Stock) of B&G Foods to Affiliates, employees, officers and directors of B&G Foods or any of its Restricted Subsidiaries;



(6)

Restricted Payments that are permitted by the provisions of the indenture described above under the caption "—Restricted Payments";



(7)

fees payable to BRS or an Affiliate of BRS under the Transaction Services Agreement;



(8)

maintenance in the ordinary course of business of customary benefit programs or arrangements for employees, officers or directors, including vacation plans, health and life insurance plans, deferred compensation plans and retirement or savings plans and similar plans;



(9)

loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding;



(10)

any agreement as in effect and entered into as of the date of the indenture, including the Securities Holders Agreement, or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the holders of the notes in any material respect than the original agreement as in effect on the date of the indenture;



(11)

any transaction or series of transactions between B&G Foods or any Restricted Subsidiary and any of their Joint Ventures; provided that (a) such transaction or series of transactions is in the ordinary course of business between B&G Foods or such Restricted Subsidiary and such Joint Venture and (b) with respect to any such Affiliate Transaction involving aggregate consideration in excess of $5.0 million, such Affiliate Transaction complies with clause (1) of the preceding paragraph and such Affiliate Transaction has been approved by the Board of Directors of B&G Foods;



(12)

any service, purchase, lease, supply or similar agreement entered into in the ordinary course of business between B&G Foods or any Restricted Subsidiary and any Affiliate that is a customer, client, supplier or purchaser or seller of goods or services, so long as the senior management or Board of Directors of B&G Foods determines in good faith that any such agreement is on terms no less favorable to B&G Foods or such Restricted Subsidiary than those that could be obtained in a comparable arms'-length transaction with an entity that is not an Affiliate; and

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(13)

the payment of all fees and expenses related to the Transactions.

Business Activities

        B&G Foods will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to B&G Foods and its Restricted Subsidiaries taken as a whole, as reasonably determined in good faith by the Board of Directors of B&G Foods.

Additional Note Guarantees

        If B&G Foods or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the date of the indenture, then that newly acquired or created Domestic Subsidiary will become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel (subject to customary assumptions and exceptions) satisfactory to the trustee within 10 business days of the date on which it was acquired or created; provided that any Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries

        The Board of Directors of B&G Foods may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary the aggregate Fair Market Value of all outstanding Investments owned by B&G Foods and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the covenant described above under the caption "—Restricted Payments" or under the definition of Permitted Investments, as determined by B&G Foods. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of B&G Foods may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

        Any designation of a Subsidiary of B&G Foods as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officer's Certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption "—Restricted Payments." If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of B&G Foods as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock," B&G Foods will be in default of such covenant. The Board of Directors of B&G Foods may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of B&G Foods; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of B&G Foods of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock," calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

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Limitation on Sale and Leaseback Transactions

        B&G Foods will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that B&G Foods or any Guarantor may enter into a sale and leaseback transaction if:

(1)

B&G Foods or that Guarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in the first paragraph of the covenant described above under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock" and (b) incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the caption "—Liens";



(2)

the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction; and



(3)

the transfer of assets in that sale and leaseback transaction is permitted by, and B&G Foods applies the proceeds of such transaction in compliance with, the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales."

No Amendment to Subordination Provisions

        Without the consent of the holders of at least a majority in aggregate principal amount of the notes then outstanding, B&G Foods will not amend, modify or alter the Senior Subordinated Note Indenture in any way to:

(1)

increase the rate of or change the time for payment of interest on any Senior Subordinated Notes;



(2)

increase the principal of, advance the final maturity date of or shorten the Weighted Average Life to Maturity of any Senior Subordinated Notes;



(3)

alter the redemption provisions or the price or terms at which B&G Foods is required to offer to purchase any Senior Subordinated Notes; or



(4)

amend the provisions of Article 10 of the Senior Subordinated Note Indenture (which relate to subordination).

Payments for Consent

        B&G Foods will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes unless such consideration is offered to be paid and is paid to all holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Reports

        Whether or not required by the rules and regulations of the SEC, so long as any notes are outstanding, B&G Foods will furnish to the holders of notes or cause the trustee to furnish to the holders of notes, within the time periods specified in the SEC's rules and regulations:

(1)

all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if B&G Foods were required to file such reports; and

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(2)

all current reports that would be required to be filed with the SEC on Form 8-K if B&G Foods were required to file such reports;

provided, however, that the availability of the foregoing materials on the SEC's EDGAR service or on B&G Foods' website shall be deemed to satisfy B&G Foods' delivery obligations hereunder.

        All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on B&G Foods' consolidated financial statements by B&G Foods' independent registered public accounting firm. In addition, B&G Foods will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will make such information available to securities analysts and prospective investors upon request.

        If at any time B&G Foods is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, B&G Foods will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. B&G Foods will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept B&G Foods' filings for any reason, B&G Foods will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if B&G Foods were required to file those reports with the SEC.

        If B&G Foods has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of B&G Foods and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of B&G Foods.

        In addition, B&G Foods and the Guarantors agree that, for so long as any notes remain outstanding, if at any time they are not required to file the reports required by the preceding paragraphs, they will furnish to the holders of notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

        Each of the following will be an "Event of Default" under the indenture:

(1)

default for 30 consecutive days in the payment when due of interest on the notes;



(2)

default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the notes;



(3)

failure by B&G Foods or any of its Restricted Subsidiaries to comply with the provisions described under the caption "—Certain Covenants—Merger, Consolidation or Sale of Assets";



(4)

failure by B&G Foods or any of its Restricted Subsidiaries for 30 days to comply with the provisions described under the captions "—Repurchase at the Option of the Holders—Change of Control" or "—Asset Sales";



(5)

failure by B&G Foods or any of its Restricted Subsidiaries for 60 days after written notice to B&G Foods by the trustee or the holders of at least 25% in aggregate principal amount of the

128

notes then outstanding voting as a single class to comply with any of the other agreements in the indenture;

(6)

default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by B&G Foods or any of its Restricted Subsidiaries (or the payment of which is guaranteed by B&G Foods or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of the indenture, if that default:



(a)

is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default"); or



(b)

results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10.0 million or more;

(7)

failure by B&G Foods or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after their entry;



(8)

except as permitted by the indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee;



(9)

a payment of dividends by B&G Foods on its common stock (A) during the continuance of an Event of Default, (B) pursuant to the second clause (1) under "Restricted Payments" when the then-available financial statements presented to the Board of Directors show a Fixed Charge Coverage Ratio of less than 1.6 to 1.0, or (C) pursuant to the second clause (2) under "Restricted Payments," when the then-available financial statements presented to the board of directors show that the amount of dividends exceeds the amount permitted to be paid under such clause; and



(10)

certain events of bankruptcy or insolvency described in the indenture with respect to B&G Foods or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.

        In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to B&G Foods, any Restricted Subsidiary of B&G Foods that is a Significant Subsidiary or any group of Restricted Subsidiaries of B&G Foods that, taken together, would constitute a Significant Subsidiary, all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding notes may declare all the notes to be due and payable immediately.

        Holders of the notes may not enforce the indenture or the notes except as provided in the indenture. Subject to certain limitations, holders of a majority in aggregate principal amount of the then outstanding notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from holders of the notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium, if any.

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        Subject to the provisions of the indenture relating to the duties of the trustee, in case an Event of Default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any holders of notes unless such holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no holder of a note may pursue any remedy with respect to the indenture or the notes unless:

(1)

such holder has previously given the trustee notice that an Event of Default is continuing;



(2)

holders of at least 25% in aggregate principal amount of the then outstanding notes have requested the trustee to pursue the remedy;



(3)

such holders have offered the trustee reasonable security or indemnity against any loss, liability or expense;



(4)

the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and



(5)

holders of a majority in aggregate principal amount of the then outstanding notes have not given the trustee a direction inconsistent with such request within such 60-day period.

        The holders of a majority in aggregate principal amount of the then outstanding notes by notice to the trustee may, on behalf of the holders of all of the notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the notes.

        B&G Foods is required to deliver to the trustee annually a statement regarding compliance with the indenture. Upon becoming aware of any Default or Event of Default, B&G Foods is required to deliver to the trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees, Affiliates and Stockholders

        No past, present or future director, officer, employee, direct or indirect incorporator, Affiliate, stockholder or controlling Person, of B&G Foods or any Guarantor, as such, or any successor entity, will have any liability for any obligations of B&G Foods or the Guarantors under the notes, the indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

        B&G Foods may at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding notes and all obligations of the Guarantors discharged with respect to their Note Guarantees ("Legal Defeasance"). If Legal Defeasance occurs, B&G Foods and the Guarantors will be deemed to have paid and discharged all amounts owed under the notes and the Note Guarantees, and the indenture will cease to be of further effect as to the notes and Note Guarantees, except for:

(1)

the rights of holders of outstanding notes to receive payments in respect of the principal of, or interest or premium, if any, on, such notes when such payments are due from the trust referred to below;

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(2)

B&G Foods' obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;



(3)

the rights, powers, trusts, duties and immunities of the trustee, and B&G Foods' and the Guarantors' obligations in connection therewith; and



(4)

the Legal Defeasance and Covenant Defeasance provisions of the indenture.

        In addition, B&G Foods may, at its option and at any time, elect to have the obligations of B&G Foods and the Guarantors released with respect to certain covenants (including its obligation to make Change of Control Offers and Asset Sale Offers) that are described in the indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under "—Events of Default and Remedies" will no longer constitute an Event of Default with respect to the notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

(1)

B&G Foods must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or independent registered public accounting firm, to pay the principal of, or interest and premium, if any, on, the outstanding notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and B&G Foods must specify whether the notes are being defeased to such stated date for payment or to a particular redemption date;



(2)

in the case of Legal Defeasance, B&G Foods must deliver to the trustee an opinion of counsel (subject to customary assumptions and exceptions) reasonably acceptable to the trustee confirming that (a) B&G Foods has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel (subject to customary assumptions and exceptions) will confirm that, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts and at the same times as would have been the case if such Legal Defeasance had not occurred;



(3)

in the case of Covenant Defeasance, B&G Foods must deliver to the trustee an opinion of counsel (subject to customary assumptions and exceptions) reasonably acceptable to the trustee confirming that the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;



(4)

no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which B&G Foods or any Guarantor is a party or by which B&G Foods or any Guarantor is bound;



(5)

such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the indenture) to

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which B&G Foods or any of its Subsidiaries is a party or by which B&G Foods or any of its Subsidiaries is bound;

(6)

B&G Foods must deliver to the trustee an Officer's Certificate stating that the deposit was not made by B&G Foods with the intent of preferring the holders of notes over the other creditors of B&G Foods with the intent of defeating, hindering, delaying or defrauding any creditors of B&G Foods or others; and



(7)

B&G Foods must deliver to the trustee an Officer's Certificate and an opinion of counsel (subject to customary assumptions and exceptions), each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

        Except as provided in the next two succeeding paragraphs, the indenture or the notes or the Note Guarantees may be amended, modified or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any past or existing Default or Event of Default or compliance with any provision of the indenture or the notes or the Note Guarantees may be waived with the consent of the holders of a majority in aggregate principal amount of the then outstanding notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

        Without the consent of each holder of notes affected, an amendment, modification, supplement or waiver may not (with respect to any notes held by a non-consenting holder):

(1)

reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;



(2)

reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes (other than provisions relating to the covenants described above under the caption "—Repurchase at the Option of Holders");



(3)

reduce the rate of or change the time for payment of interest, including default interest, on any note;



(4)

waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the then outstanding notes and a waiver of the payment default that resulted from such acceleration);



(5)

make any note payable in money other than that stated in the notes;



(6)

make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of, or interest or premium, if any, on, the notes;



(7)

waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption "—Repurchase at the Option of Holders");



(8)

amend the covenant described above under the caption "—Certain Covenants—Restricted Payments" in any way that would permit B&G Foods to take any action described in clauses (1) or (2) of the first paragraph of such covenant when it would not have otherwise been permitted to take such action under the terms of such covenant as in effect on the date of the indenture;

132

(9)

release any Guarantor from any of its obligations under its Note Guarantee or the indenture, except in accordance with the terms of the indenture; or



(10)

make any change in the preceding amendment, supplement and waiver provisions that requires each holder's consent.

        The consent of the holders of notes is not necessary under the indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

        After an amendment under the indenture becomes effective, B&G Foods is required to mail to holders of notes a notice briefly describing such amendment. However, the failure to give such notice to all holders of notes, or any defect therein, will not impair or affect the validity of the amendment.

        Notwithstanding the preceding, without the consent of any holder of notes, B&G Foods, the Guarantors and the trustee may amend, modify or supplement the indenture or the notes or the Note Guarantees:

(1)

to cure any ambiguity, omission, defect or inconsistency;



(2)

to provide for uncertificated notes in addition to or in place of certificated notes;



(3)

to provide for the assumption of B&G Foods' or a Guarantor's obligations to holders of notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of B&G Foods' or such Guarantor's assets, as applicable;



(4)

to make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rights under the indenture, the notes or the Note Guarantees of any such holder;



(5)

to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;



(6)

to conform the text of the indenture, the Note Guarantees or the notes to any provision of this Description of Notes to the extent that such provision in this Description of Notes was intended to be a verbatim recitation of a provision of the indenture, the Note Guarantees or the notes;



(7)

to provide for the issuance of additional notes in accordance with the limitations set forth in the indenture as of the date of the indenture;



(8)

to comply with the provisions of DTC or the trustee with respect to the provisions of the indenture and the notes relating to transfers and exchanges of notes or beneficial interests in the notes; or



(9)

to evidence the release of any Guarantor permitted to be released under the terms of the indenture or to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes.

Satisfaction and Discharge

        The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

(1)

either:



(a)

all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust or segregated and held in trust by B&G Foods or any Guarantor and thereafter repaid to B&G Foods or discharged from their trust, have been delivered to the trustee for cancellation; or

133

(b)

all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and B&G Foods or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the notes not delivered to the trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;



(2)

no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which B&G Foods or any Guarantor is a party or by which B&G Foods or any Guarantor is bound;



(3)

B&G Foods or any Guarantor has paid or caused to be paid all sums payable by it under the indenture; and



(4)

B&G Foods has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or on the redemption date, as the case may be.

        In addition, B&G Foods must deliver an Officer's Certificate and an opinion of counsel (subject to customary assumptions and exceptions) to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

        If the trustee becomes a creditor of B&G Foods or any Guarantor, the indenture limits the right of the trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if the indenture has been qualified under the Trust Indenture Act) or resign.

        The holders of a majority in aggregate principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of notes, unless such holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

Book-Entry, Delivery and Form

        Except as set forth below, the notes will be issued in registered, global form in minimum denominations of $1,000 and integral multiples of $1,000 in excess of $1,000. Notes will be issued at the closing of this offering only against payment in immediately available funds.

        The notes initially will be represented by one or more notes in registered, global form without interest coupons (collectively, the "Global Notes"). The Global Notes will be deposited upon issuance with the trustee as custodian for The Depository Trust Company ("DTC"), in New York, New York, and registered in the name of DTC or its nominee, in each case, for credit to an account of a direct or indirect participant in DTC as described below.

134

        Except as set forth below, the Global Notes may be transferred, in whole but not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for definitive notes in registered certificated form ("Certificated Notes") except in the limited circumstances described below. See "—Exchange of Global Notes for Certificated Notes." Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of notes in certificated form.

        Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants, which may change from time to time.

Depository Procedures

        The following operations and procedures are solely within the control of DTC's settlement system and are subject to changes by it. B&G Foods takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters. However, B&G Foods will remain responsible for any actions DTC and participants take in accordance with instructions provided by B&G Foods.

        DTC has advised B&G Foods that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

        DTC has also advised B&G Foods that, pursuant to procedures established by it:

(1)

upon deposit of the Global Notes, DTC will credit the accounts of the Participants designated by the initial purchasers with portions of the principal amount of the Global Notes; and



(2)

ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

        Investors who are Participants may hold their interests therein directly through DTC. Investors who are not Participants may hold their interests therein indirectly through organizations which are Participants. All interests in a Global Note may be subject to the procedures and requirements of DTC. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of the Participants, which in turn act on behalf of the Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

        Except as described below, owners of interests in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or "holders" thereof under the indenture for any purpose.

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        Payments in respect of the principal of, and interest and premium, if any, on, a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. Under the terms of the indenture, B&G Foods and the trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither B&G Foods, the trustee nor any agent of B&G Foods or the trustee has or will have any responsibility or liability for:

(1)

any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Notes; or



(2)

any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

        DTC has advised B&G Foods that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe that it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or B&G Foods. Neither B&G Foods nor the trustee will be liable for any delay by DTC or any of the Participants or the Indirect Participants in identifying the beneficial owners of the notes, and B&G Foods and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

        Transfers between the Participants will be effected in accordance with DTC's procedures, and will be settled in same-day funds.

        DTC has advised B&G Foods that it will take any action permitted to be taken by a holder of notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants.

        Although DTC has agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, it is under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Except for actions taken by DTC or its Participants or indirect Participants or their respective agents in accordance with our instructions, none of B&G Foods, the trustee and any of their respective agents will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

        A Global Note is exchangeable for Certificated Notes if:

(1)

DTC (a) notifies B&G Foods that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, B&G Foods fails to appoint a successor depositary within 120 days after the date of such notice from the depository;

136

(2)

B&G Foods, at its option, notifies the trustee in writing that it elects to cause the issuance of the Certificated Notes; or



(3)

there has occurred and is continuing a Default or Event of Default with respect to the notes.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Same Day Settlement and Payment

        B&G Foods will make, or cause to be made, payments in respect of the notes represented by the Global Notes (including principal, premium, if any, and interest, if any) by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. B&G Foods will make all payments of principal, interest and premium, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such holder's registered address. The notes represented by the Global Notes are expected to be eligible to trade in The PORTAL^SM Market and to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. B&G Foods expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Certain Definitions

        Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all defined terms used therein, as well as any other capitalized terms used herein for which no definition is provided.

        "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.

        "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.

137

        "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 B&G Foods and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption "—Repurchase at the Option of Holders—Change of Control" and/or the provisions described above under the caption "—Certain Covenants—Merger, Consolidation or Sale of Assets" and not by the provisions of the Asset Sale covenant; and



(2)

the issuance or sale of Equity Interests in any of B&G Foods' Restricted Subsidiaries (other than directors' qualifying shares or shares required by applicable law to be held by a Person other than B&G Foods or a Restricted Subsidiary) or the sale of Equity Interests in any of its Subsidiaries.

        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 $1.5 million or (b) net proceeds of less than $1.5 million;



(2)

a transfer of assets between or among B&G Foods and its Restricted Subsidiaries;



(3)

an issuance of Equity Interests by a Restricted Subsidiary of B&G Foods to B&G Foods or to a Restricted Subsidiary of B&G Foods;



(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 the indenture; and



(7)

a Restricted Payment that complies with the covenant described above under the caption "—Certain Covenants—Restricted Payments" or a Permitted Investment.

        "Asset Sale Offer" has the meaning assigned to that term in the indenture governing the notes.

        "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."

        "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.

138

        "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.

        "BRS" means Bruckmann, Rosser, Sherrill & Co. Inc.

        "Borrowing Base" means, as of any date, an amount equal to:

(1)

85% of the face amount of all accounts receivable owned by B&G Foods and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date that were not more than 90 days past due; plus

(2)

50% of the book value of all inventory, net of reserves, owned by B&G Foods and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date,

        in each case determined in accordance with GAAP.

        "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 Stock" means:

(1)

in the case of a corporation, corporate stock including, without limitation, corporate stock represented by EISs and corporate stock outstanding upon the separation of EISs into the securities represented thereby;



(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;

139

(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 Investors Service, Inc. or Standard & Poor's Rating Services 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 Investors Service, Inc. or Standard & Poor's Rating Services.

        "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 B&G Foods 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 Principal or a Related Party of a Principal;



(2)

the adoption of a plan relating to the liquidation or dissolution of B&G Foods;



(3)

the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any "person" (as defined above), other than the Principals and their Related Parties, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of B&G Foods, measured by voting power rather than number of shares; or



(4)

the first day on which a majority of the members of the Board of Directors of B&G Foods are not Continuing Directors.

        "Change of Control Offer" has the meaning assigned to that term in the indenture governing the notes.

        "Change of Control Payment Date" has the meaning assigned to that term in the indenture governing the notes.

        "Consolidated Cash Flow" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1)

an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus

(2)

provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(3)

the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(4)

depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period and including, without limitation, any Mark-to-Market Adjustment) and other non-cash expenses

140

(excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus

(5)

if such period includes the quarter ended September 27, 2003, $2.2 million; plus

(6)

fees and expenses related to the Transactions not to exceed $12.0 million in the aggregate actually incurred within three months of the date of the indenture; plus

(7)

charges incurred within 180 days of the date of the indenture attributable to the write-off of bond discount and the write-off of deferred financing fees and costs, relating to the pay off of existing Indebtedness in an amount not to exceed $18.2 million; minus

(8)

non-cash items increasing such Consolidated Net Income for such period (including, without limitation, any Mark-to-Market Adjustment), other than the accrual of revenue in the ordinary course of business,

        in each case, on a consolidated basis and determined in accordance with GAAP.

        "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; and



(3)

the cumulative effect of a change in accounting principles will be excluded.

        "Continuing Directors" means, as of any date of determination, any member of the Board of Directors of B&G Foods who:

(1)

was a member of such Board of Directors on the date of the indenture; or



(2)

was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

        "Credit Agreement" means that certain Credit Agreement, to be dated as of                    , 2004 by and among B&G Foods, the Guarantors, Lehman Commercial Paper, Inc., as administrative agent, and the lenders from time to time party thereto, providing initially for up to $30.0 million of revolving credit borrowings, 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 (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.

141

        "Credit Facilities" means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case, with banks or other lenders 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) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (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 (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.

        "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.

        "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 B&G Foods 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 B&G Foods may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption "—Certain Covenants—Restricted Payments." The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the indenture will be the maximum amount that B&G Foods 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.

        "Domestic Subsidiaries" means any Restricted Subsidiary of B&G Foods that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of B&G Foods.

        "Enhanced Income Securities" or "EISs" means the units of B&G Foods comprised of Senior Subordinated Notes and common stock.

        "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).

        "Excess Cash" means, with respect to any specified Person for any period, the Consolidated Cash Flow of that Person for such period, minus the sum of the following, each determined for such period on a consolidated basis:

(1)

cash 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

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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 Assets Sales as provided in "—Repurchase at the Option of Holders—Asset Sales" and (c) through a refinancing involving the incurrence of new long-term Indebtedness.

        "Existing Indebtedness" means Indebtedness of B&G Foods and its Restricted Subsidiaries (other than Indebtedness under the Credit Agreement and the Senior Subordinated Notes) in existence on the date of the indenture, reduced to the extent such amounts are repaid, refinanced or retired.

        "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 Board of Directors of B&G Foods (unless otherwise provided in the indenture).

        "First Four Dividend Payments" means the dividend payments contemplated to be made by B&G Foods to holders of Class A common stock on January 30, 2005, April 30, 2005, July 30, 2005 and October 30, 2005 for the partial quarterly dividend payment period ending January 1, 2005 and the full quarterly dividend payment periods ending April 2, 2005, July 2, 2005 and October 1, 2005, provided that the dollar amount of such dividend payments in the aggregate shall not be greater than the levels set forth in this prospectus under "Dividend Payments to Holders of EISs."

        "Fixed Charge Coverage Ratio" means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow 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 Cash Flow for such reference period will be calculated on a pro forma basis in accordance with Regulation S-X under the Securities Act;



(2)

the Consolidated Cash Flow 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;

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(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;



(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, amortization of debt issuance costs and original issue discount, 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; 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 B&G Foods (other than Disqualified Stock) or to B&G Foods or a Restricted Subsidiary of B&G Foods, 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 the indenture; minus

(6)

charges incurred within 180 days of the date of the indenture attributable to the write-off of bond discount and the write-off of deferred financing fees and costs relating to the pay off of existing Indebtedness in an amount not to exceed $18.2 million.

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        "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 the indenture.

        "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)

BGH Holdings, Inc., Bloch & Guggenheimer, Inc., Heritage Acquisition Corp., Maple Grove Farms of Vermont, Inc., Ortega Holdings Inc., Polaner, Inc., Trappey's Fine Foods, Inc. and William Underwood Company; and



(2)

any other Subsidiary of B&G Foods that executes a Note Guarantee in accordance with the provisions of the 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 the indenture.

        "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.

        "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 B&G Foods.

        "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

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(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.

        "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 B&G Foods or any Subsidiary of B&G Foods sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of B&G Foods such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of B&G Foods, B&G Foods will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of B&G Foods' Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption "—Certain Covenants—Restricted Payments." The acquisition by B&G Foods or any Subsidiary of B&G Foods of a Person that holds an Investment in a third Person will not be deemed to be an Investment by B&G Foods or such Subsidiary in such third Person if the purpose of such acquisition by B&G Foods or such Subsidiary was not the Investment in such third Person. Except as otherwise provided in the 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.

        "Joint Venture" means any joint venture between B&G Foods and/or any Restricted Subsidiary and any other Person if such joint venture is:

(1)

owned 50% or less by B&G Foods and/or any of its Restricted Subsidiaries; and



(2)

not directly or indirectly controlled by or under direct or indirect common control of B&G Foods and/or any of its Restricted Subsidiaries.

        "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.

        "Mark-to-Market Adjustment" means any non-cash expense or income resulting from current or future mark-to-market accounting that B&G Foods may apply with respect to any EISs, shares of B&G Foods Class A common stock, shares of B&G Foods Class B common stock or the Senior Subordinated Notes issued in connection with the Transactions or at any time thereafter.

        "Net Cash Balance" means, with respect to any specified Person for any fiscal period end, the amount of cash and cash equivalents set forth on such Person's balance sheet as of such period end minus the amount of any funded Indebtedness of such Person outstanding under any secured revolving credit facilities.

146

        "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 B&G Foods 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 and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

        "Non-Recourse Debt" means Indebtedness:

(1)

as to which neither B&G Foods 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 B&G Foods 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 B&G Foods or any of its Restricted Subsidiaries.

        "Note Guarantee" means the Guarantee by each Guarantor of B&G Foods' obligations under the indenture and the notes, executed pursuant to the provisions of the indenture.

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

        "Officers' Certificate" means the officers' certificate to be delivered upon the occurrence of specified events as set forth in the indenture.

        "Permitted Business" means the business of B&G Foods and its Subsidiaries as existing on the date of the indenture 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 B&G Foods or in a Restricted Subsidiary of B&G Foods;



(2)

any Investment in Cash Equivalents;

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(3)

any Investment by B&G Foods or any Restricted Subsidiary of B&G Foods in a Person, if as a result of such Investment:



(a)

such Person becomes a Restricted Subsidiary of B&G Foods; 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, B&G Foods or a Restricted Subsidiary of B&G Foods;



(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 the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales";



(5)

any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of B&G Foods;



(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 B&G Foods 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;



(8)

loans or advances to directors, officers, employees and consultants made in the ordinary course of business of B&G Foods or the Restricted Subsidiary of B&G Foods in an aggregate principal amount not to exceed $2.0 million at any one time outstanding;



(9)

repurchases of the notes;



(10)

intercompany loans to the extent permitted by the covenant described above under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock";



(11)

loans by B&G Foods in an aggregate principal amount not exceeding $3.0 million to employees of B&G Foods or its Restricted Subsidiaries to finance the sale of B&G Foods' Capital Stock by B&G Foods 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 (1)(b) of the first paragraph of the covenant described above under the caption "—Certain Covenants—Restricted Payments";



(12)

any Investment in existence on the date of the indenture;



(13)

receivables owing to B&G Foods 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 B&G Foods or any of its Restricted Subsidiaries; and



(15)

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 (15) that are at the time outstanding, not to exceed $10.0 million; provided that if an Investment made pursuant to this clause (15) is made in any Person that is not a Restricted Subsidiary of B&G Foods at the date of the making of the Investment and such Person becomes a Restricted

148

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 (15).

        "Permitted Liens" means:

(1)

Liens on assets of B&G Foods or any of its Restricted Subsidiaries securing Indebtedness and other Obligations under Credit Facilities that were permitted by the terms of the indenture to be incurred and/or securing certain Hedging Obligations;



(2)

Liens in favor of B&G Foods or the Guarantors;



(3)

Liens on property of a Person existing at the time such Person is merged with or into or consolidated with B&G Foods or any Subsidiary of B&G Foods; 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 B&G Foods or the Subsidiary;



(4)

Liens on property (including Capital Stock) existing at the time of acquisition of the property by B&G Foods or any Subsidiary of B&G Foods; 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 clause (5) of the second paragraph of the covenant entitled "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" covering only the assets acquired with or financed by such Indebtedness;



(7)

Liens existing on the date of the indenture;



(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 (or to secure) the notes (or the Note Guarantees);



(12)

Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the indenture; provided, however, that:



(a)

the new Lien shall be 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

149

(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 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)

any interest or title of a lessor under any Capital Lease Obligation permitted to be incurred under the indenture; provided that such Liens do not extend to any property or assets which is not leased property subject to such Capital Lease Obligation;



(16)

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;



(17)

leases or subleases granted to third Persons not interfering with the ordinary course of business of B&G Foods or any of its Restricted Subsidiaries;



(18)

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;



(19)

deposits, in an aggregate not to exceed $250,000 at any one time outstanding, made in the ordinary course of business to secure liability to insurance carriers;



(20)

Liens under licensing agreements for use of intellectual property entered into in the ordinary course of business;



(21)

judgment Liens not giving rise to an Event of Default;



(22)

Liens on the assets of a Restricted Subsidiary of B&G Foods that is not a Guarantor securing Indebtedness of that Restricted Subsidiary; provided that such Indebtedness was permitted to be incurred by the covenant described above under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock";



(23)

Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by B&G Foods or any of its Restricted Subsidiaries in the ordinary course of business; and



(24)

Liens incurred in the ordinary course of business of B&G Foods or any Subsidiary of B&G Foods with respect to obligations that do not exceed $10.0 million at any one time outstanding.

        "Permitted Refinancing Indebtedness" means any Indebtedness of B&G Foods 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 B&G Foods 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

150

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 equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;



(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 of notes 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 B&G Foods 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.

        "Principals" means the members of management of B&G Foods or any of the B&G Foods' Restricted Subsidiaries as of the date of the indenture.

"Public Equity Offering" means an offer and sale of Capital Stock (other than Disqualified Stock or Enhanced Income Securities) of B&G Foods pursuant to a registration statement that has been declared effective by the SEC pursuant to the Securities Act (other than a registration statement on Form S-8 or otherwise relating to equity securities issuable under any employee benefit plan of B&G Foods).

        "Related Party" means:

(1)

any controlling stockholder, 66²/3% or more owned Subsidiary, or immediate family member (in the case of an individual) of any Principal; or



(2)

any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Persons beneficially holding a 66²/3% or more controlling interest of which consist of any one or more Principals and/or such other Persons referred to in the immediately preceding clause (1).

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Subsidiary" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

        "Securities Holders Agreement" means the Second Amended and Restated Securities Holders Agreement dated as of                    , 2004 among BRS, certain of our existing stockholders, certain members of our board of directors and our executive officers, as in effect on the date of the indenture.

        "Senior Subordinated Note Indenture" means the indenture relating to the Senior Subordinated Notes, dated the same date as the indenture with respect to the notes.

        "Senior Subordinated Notes" means B&G Foods'    % Senior Subordinated Notes due 2016.

151

        "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 the indenture.

        "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 of the indenture, 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).

        "Transaction Services Agreement" means the amended and restated Transaction Services Agreement, dated as of                    , 2004, between BRS and B&G Foods, as in effect on the date of the indenture.

        "Transactions" has the meaning given in the prospectus related to the notes dated            , 2004.

        "Unrestricted Subsidiary" means any Subsidiary of B&G Foods that is designated by the Board of Directors of B&G Foods 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 the covenant described above under the caption "—Certain Covenants—Transactions with Affiliates," is not party to any agreement, contract, arrangement or understanding with B&G Foods or any Restricted Subsidiary of B&G Foods unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to B&G Foods or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of B&G Foods;



(3)

is a Person with respect to which neither B&G Foods 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



(4)

has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of B&G Foods or any of its Restricted Subsidiaries.

        "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.

152

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

        The following describes the material U.S. federal income tax consequences (and certain U.S. federal estate tax consequences to Non-U.S. Holders (as defined below)) of the purchase, ownership and disposition of notes as of the date hereof by U.S. Holders (as defined below) and Non-U.S. Holders (as defined below). Except where noted, this discussion deals only with notes held as capital assets by holders who acquired notes upon their original issuance at their initial offering price and does not deal with special situations, such as those of:

•

dealers in securities or currencies,



•

financial institutions,



•

regulated investment companies,



•

real estate investment trusts,



•

tax-exempt entities,



•

insurance companies,



•

persons holding notes as a part of a hedging, integrated, conversion or constructive sale transaction or a straddle,



•

traders in securities that elect to use a mark-to-market method of accounting for their securities holdings,



•

persons liable for alternative minimum tax,



•

investors in pass-through entities or



•

U.S. Holders (as defined below) of notes whose "functional currency" is not the U.S. dollar.

        Furthermore, the discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof, and such authorities may be repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive basis, so as to result in U.S. federal income tax consequences different from those discussed below.

        A "U.S. Holder" of notes means a holder that is for U.S. federal income tax purposes:

•

an individual citizen or resident of the United States,



•

a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States or any political subdivision thereof,



•

an estate the income of which is subject to U.S. federal income taxation regardless of its source, or



•

a trust if it (1) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

        If a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes holds notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding notes you are urged to consult your own tax advisors.

        If you are considering the purchase of notes, we urge you to consult your own tax advisors concerning the particular U.S. federal, state, local and foreign tax consequences to you of the

153

acquisition, ownership and disposition of the notes and the application of the U.S. federal income tax laws to your particular situation.

Consequences to U.S. Holders

Taxation of Interest

        If you are a U.S. Holder, you will be required to recognize as ordinary income any interest paid or accrued on the notes, in accordance with your regular method of accounting for U.S. federal income tax purposes. In general, if the terms of a debt instrument entitle you to receive payments other than fixed periodic interest that exceed the issue price of the instrument, you might be required to recognize additional interest as "original issue discount" over the term of the instrument. We believe that the notes will not be issued with original issue discount.

Sale, Exchange or Retirement of Notes

        On the sale, exchange, retirement or other disposition of your note:

•

You will have taxable gain or loss equal to the difference between the amount received by you (to the extent such amount does not represent accrued but unpaid interest, which will be treated as such) and your adjusted tax basis in the note. Your adjusted tax basis in a note generally will equal the cost of the note.



•

Your gain or loss will be capital gain or loss, and will be long-term capital gain or loss if you held the note for more than one year. For an individual, the maximum tax rate on long-term capital gains is currently 15%. The deductibility of capital losses is subject to limitations.

Information Reporting and Backup Withholding

        In general, information reporting requirements will apply to payments of principal and interest on the notes and to the proceeds of sale of the notes paid to a U.S. Holder other than certain exempt recipients (such as corporations). A backup withholding tax will apply to such payments if you fail to provide a taxpayer identification number or certification of other exempt status or fail to report in full interest income.

        Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability provided the required information is furnished timely by you to the IRS.

Consequences to Non-U.S. Holders

        The following discussion applies only to Non-U.S. Holders. A "Non-U.S. Holder" is a holder, other than an entity or arrangement classified as a partnership for U.S. federal income tax purposes, that is not a U.S. Holder. Special rules may apply to certain Non-U.S. Holders, such as:

•

U.S. expatriates,



•

"controlled foreign corporations,"



•

"passive foreign investment companies,"



•

"foreign personal holding companies,"



•

corporations that accumulate earnings to avoid U.S. federal income tax, and



•

investors in pass-through entities that are subject to special treatment under the Code.

154

Such Non-U.S. Holders are urged to consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them.

U.S. Federal Withholding Tax

        Subject to the discussion below concerning backup withholding, no withholding of U.S. federal income tax should be required with respect to the payment of principal or interest on notes owned by you under the "portfolio interest rule," provided that:

•

you do not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote within the meaning of section 871(h)(3) of the Code and the regulations thereunder,



•

you are not a controlled foreign corporation that is related to us through stock ownership,



•

you are not a bank whose receipt of interest on the notes is described in section 881(c)(3)(A) of the Code, and



•

you satisfy the statement requirement (described generally below) set forth in section 871(h) and section 881(c) of the Code and the regulations thereunder.

        To satisfy the requirement referred to in the final bullet above, you, or a financial institution holding the notes on your behalf, must provide, in accordance with specified procedures, our paying agent with a statement to the effect that you are not a U.S. person. Currently, these requirements will be met if (1) you provide your name and address, and certify, under penalties of perjury, that you are not a U.S. person (which certification may be made on an IRS Form W-8BEN), or (2) a financial institution holding the notes on your behalf certifies, under penalties of perjury, that such statement has been received by it and furnishes a paying agent with a copy thereof. The statement requirement referred to in the final bullet above may also be satisfied with other documentary evidence with respect to a note held in an offshore account or through certain foreign intermediaries.

        If you cannot satisfy the requirements of the "portfolio interest rule" described in the bullets above, payments of interest made to you will be subject to a 30% withholding tax unless you provide us or our paying agent, as the case may be, with a properly executed:

•

IRS Form W-8BEN claiming an exemption from or reduction in withholding under the benefit of an applicable income tax treaty, or



•

IRS Form W-8ECI stating that interest paid on the notes is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States.

Alternative documentation may be applicable in certain situations such as in the case of non-U.S. governments or flow-through entities organized under non-U.S. law.

U.S. Federal Income Tax

        If you are engaged in a trade or business in the United States and interest on the notes is effectively connected with the conduct of such trade or business (or, if certain tax treaties apply, is attributable to your U.S. permanent establishment), you, although exempt from the withholding tax discussed above (provided the certification requirements described above are satisfied), will be subject to U.S. federal income tax on such interest on a net income basis in the same manner as if you were a U.S. Holder. In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lesser rate under an applicable income tax treaty) of such amount, subject to adjustments.

155

Sale, Exchange or Retirement of Notes

        Any gain realized upon the sale, exchange, retirement or other disposition of notes generally will not be subject to U.S. federal income tax unless:

•

such gain is effectively connected with your conduct of a trade or business in the United States, or



•

you are an individual, you are present in the United States for 183 days or more in the taxable year of such sale, exchange, retirement or other disposition, and certain other conditions are met.

U.S. Federal Estate Tax

        Notes beneficially owned by an individual who at the time of death is a Non-U.S. Holder should not be subject to U.S. federal estate tax, provided that any payment to such individual on the notes would be eligible for exemption from the 30% U.S. federal withholding tax under the rules described above under "Consequences to Non-U.S. Holders—U.S. Federal Withholding Tax" without regard to the statement requirement described therein.

Information Reporting and Backup Withholding

        The amount of interest payments and the amount of tax, if any, withheld with respect to such payments will be reported annually to the IRS. Copies of the information returns reporting such interest payments and withholding may also be made available to the tax authorities in the country in which you reside under the provisions of an applicable income tax treaty.

        In general, backup withholding will be required with respect to payments made by us or any paying agent to you, unless a statement described under "Consequences to Non-U.S. Holders—U.S. Federal Withholding Tax" has been received (and we or the paying agent do not have actual knowledge or reason to know that you are a U.S. person).

        Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale of notes within the United States or conducted through U.S.-related financial intermediaries unless a statement described in the final bullet under "Consequences to Non-U.S. Holders—U.S. Federal Withholding Tax" has been received (and we or the paying agent do not have actual knowledge or reason to know that you are a U.S. person) or you otherwise establish an exemption.

        Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability provided the required information is furnished timely by you to the IRS.

156

UNDERWRITING

        Under the terms and subject to the conditions contained in an underwriting agreement, dated                             , 2004, we have agreed to sell to the underwriters named below, for whom Lehman Brothers Inc. is acting as representative, the following respective principal amounts of the notes.

Underwriter		Principal Amount of Securities to Be Purchased
Lehman Brothers Inc.		$
RBC Capital Markets Corporation
Credit Suisse First Boston LLC
BNY Capital Markets, Inc.
	Total	$

        The underwriting agreement will provide that the obligation of the underwriters to pay for and accept delivery of the notes is subject to certain conditions, including delivery of certain legal opinions by legal counsel. Subject to the terms and conditions of the underwriting agreement, the underwriters are committed to take and pay for all of the notes if any are taken.

        The underwriters propose to offer the notes initially at the public offering price on the cover page of this prospectus and may offer the notes to certain dealers at that price less a selling concession of        % of the principal amount per note. These dealers and the underwriters may allow a discount of        % of the principal amount per note on sales to other broker/dealers. After the initial public offering, the representative may change the public offering price and concession and discount to broker/dealers.

        Subject to Regulation M, in connection with the offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids.

•

Stabilizing transactions permit bids to purchase the notes so long as the stabilizing bids do not exceed a specified maximum.



•

Over-allotment involves sales by the underwriters of notes in excess of the principal amount of notes the underwriters are obligated to purchase, which creates a syndicate short position. The underwriters will close out any short position by purchasing notes in the open market.



•

Syndicate covering transactions involve purchases of notes in the open market after the distribution has been completed in order to cover syndicate short positions. A short position is likely to be created if the underwriters are concerned that there may be downward pressure on the price of the notes in the open market after pricing that could adversely affect investors who purchase in the offering.



•

Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the notes originally sold by such syndicate member are purchased in a stabilizing transaction or a syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of the notes or preventing or retarding a decline in the market price of the notes. As a result, the price of the notes may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.

        The notes are a new issue of securities with no established trading market. We have been advised by the underwriters that they intend to make a market in the notes, but they are not obligated to do so

157

and may discontinue any market making at any time without notice. We cannot assure you as to the liquidity of the trading market for the notes. The notes will not be listed on any securities exchange.

        We have agreed to indemnify the underwriters against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments which the underwriters may be requested to make in that respect. We have also agreed, during the period ending 90 days from the date of this prospectus, not to issue, sell, offer to sell, grant any option for the sale of, or otherwise dispose of any debt securities (except for the notes) with substantially similar terms to the notes.

        This prospectus in electronic format may be made available on the underwriters' web site or through other online services maintained by the underwriters or by their affiliates. Prospective investors may view offering terms online and may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online distributions will be made on the same basis as other allocations.

        Other than the prospectus in electronic format, the information on the underwriters' web site and any information contained in any other web site maintained by the underwriters or their affiliates is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us or the underwriters and should not be relied upon by investors.

Other Arrangements

        Affiliates of Credit Suisse First Boston LLC own an aggregate of less than 1% of Bruckmann, Rosser, Sherrill & Co., L.P., our sponsor investor. Some of the underwriters have provided, and may continue to provide, from time to time investment banking, commercial banking, advisory and other services to us for customary fees and expenses in the ordinary course of their business. Affiliates of Lehman Brothers Inc. are the arranger and administrative agent under our existing senior secured credit facility (including the senior revolving credit facility and senior term loan) and are lenders under our senior revolving credit facility which is currently undrawn. An affiliate of BNY Capital Markets, Inc. will be the trustee for these notes and our senior subordinated notes and will act as the transfer agent for our common stock and EISs, for which they will receive customary fees.

        We anticipate that Lehman Brothers Inc. will be the lead arranger and that affiliates of Lehman Brothers Inc., RBC Capital Markets Corporation and BNY Capital Markets, Inc. will be agents and/or under our new revolving credit facility and will receive customary fees relating thereto. In addition, we anticipate that affiliates of some or all of the underwriters will be lenders under our new revolving credit facility and will receive customary fees relating thereto.

        We also anticipate that the underwriters will be underwriters in connection with our concurrent EIS offering and senior subordinated notes offering and will receive customary fees related thereto.

LEGAL MATTERS

        The validity of the issuance and sale of the notes offered hereby, as well as the validity of the issuance of the subsidiary guarantees by the Delaware and Massachusetts subsidiary guarantors, will be passed upon for us by Dechert LLP, New York, New York. The validity of the issuance of the subsidiary guarantee by the Vermont subsidiary guarantor will be passed upon for us by Lisman, Webster, Kirkpatrick & Leckerling, P.C., Burlington, Vermont. Certain legal matters relating to this offering will be passed upon for the underwriters by Latham & Watkins LLP, New York, New York.

EXPERTS

        The consolidated financial statements and schedule of B&G Foods Holdings Corp. and subsidiaries as of December 28, 2002 and January 3, 2004, and for each of the fiscal years ended December 29, 2001, December 28, 2002 and January 3, 2004, have been included herein and in the registration

158

statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

        The financial statements of The Ortega Brand of Business as of December 31, 2002 and for the year then ended have been included herein and in the registration statement in reliance upon the report of KPMG LLP, independent accountants, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing. The report of KPMG LLP refers to the restatement of the Ortega Statement of Net Assets Sold as of December 31, 2002.

WHERE YOU CAN FIND MORE INFORMATION

        We have filed a Registration Statement on Form S-1 with the SEC regarding this offering. This prospectus, which is part of the registration statement, does not contain all of the information included in the registration statement, and you should refer to the registration statement and its exhibits to read that information. As a result of the effectiveness of the registration statement, we are subject to the informational reporting requirements of the Exchange Act of 1934 and, under that Act, we will file reports, proxy statements and other information with the SEC. As required by the terms of the indentures governing our existing senior subordinated notes, prior to its merger with and into B&G Holdings, B&G Foods filed these reports with the SEC. You may read and copy the registration statement, the related exhibits and the reports, proxy statements and other information we file with the SEC at the SEC's public reference facilities maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You can also request copies of those documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The SEC also maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file with the SEC. The site's Internet address is www.sec.gov.

        You may also request a copy of these filings, at no cost, by writing or telephoning us at:

B&G Foods, Inc.
Four Gatehall Drive, Suite 110
Parsippany, NJ 07054
(973) 401-6500

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
B&G Foods Holdings Corp. and Subsidiaries:
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 28, 2002, January 3, 2004 and July 3, 2004 (unaudited)	F-3
Consolidated Statements of Operations for the years ended December 29, 2001, December 28, 2002, January 3, 2004 and for the thirteen and twenty-six weeks ended June 28, 2003 (unaudited) and July 3, 2004 (unaudited)	F-4
Consolidated Statements of Changes in Stockholders' Equity and Comprehensive Income (Loss) for the years ended December 29, 2001, December 28, 2002 and January 3, 2004 and for the thirteen and twenty-six weeks ended July 3, 2004 (unaudited)	F-5
Consolidated Statements of Cash Flows for the years ended December 29, 2001, December 28, 2002 and January 3, 2004 and for the twenty-six weeks ended June 28, 2003 (unaudited) and July 3, 2004 (unaudited)	F-6
Notes to Consolidated Financial Statements	F-7
Schedule II—Valuation and Qualifying Accounts	F-32
The Ortega Brand of Business:
Independent Auditors' Report	F-33
Statements of Net Assets Sold as of December 31, 2002 and June 30, 2003 (unaudited)	F-34
Statements of Direct Revenue and Direct Expenses for the year ended December 31, 2002 and for the six months ended June 30, 2002 (unaudited) and June 30, 2003 (unaudited)	F-35
Notes to Financial Statements	F-36

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
B&G Foods Holdings Corp.:

        We have audited the accompanying consolidated balance sheets of B&G Foods Holdings Corp. and subsidiaries as of December 28, 2002 and January 3, 2004, and the related consolidated statements of operations, stockholders' equity and cash flows for the years ended December 29, 2001, December 28, 2002 and January 3, 2004. In connection with our audits of the consolidated financial statements, we also have audited the schedule of valuation and qualifying accounts for the years ended December 29, 2001, December 28, 2002 and January 3, 2004. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of B&G Foods Holdings Corp. and subsidiaries as of December 28, 2002 and January 3, 2004, and the results of their operations and their cash flows for the years ended December 29, 2001, December 28, 2002 and January 3, 2004, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ KPMG LLP

New York, New York
February 10, 2004

F-2

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES

Consolidated Balance Sheets

(Dollars in thousands, except per share data)

			December 28, 2002			January 3, 2004			July 3, 2004
									(Unaudited)
Assets
Current assets:
	Cash and cash equivalents		$	15,866		$	8,092		$	13,926
	Trade accounts receivable, less allowance for doubtful accounts of $464 and $526 in 2002 and 2003 and $508 in 2004 (unaudited), respectively			21,900			22,348			25,845
	Inventories			67,536			80,789			84,447
	Prepaid expenses			2,024			2,336			5,200
	Deferred income taxes			1,485			115			115
		Total current assets		108,811			113,680			129,533
Property, plant and equipment, net				37,414			43,940			44,081
Goodwill				112,319			188,629			188,629
Trademarks				162,781			193,481			193,481
Other assets				9,348			10,209			9,041
		Total assets	$	430,673		$	549,939		$	564,765
Liabilities and Stockholders' Equity
Current liabilities:
	Current installments of long-term debt		$	370		$	1,500		$	1,500
	Trade accounts payable			18,826			19,816			23,805
	Accrued expenses			19,441			24,819			22,040
	Due to related party			208			208			208
		Total current liabilities		38,845			46,343			47,553
Long-term debt, excluding current maturities				273,426			367,296			366,662
Other liabilities				291			347			348
Deferred income taxes				40,046			42,774			45,912
		Total liabilities		352,608			456,760			460,475
Commitments and contingencies (Notes 5, 6, 12 and 13)
Mandatorily redeemable preferred stock:
	Series C senior preferred stock, $0.01 par value per share, liquidation value $37,664 and $43,122 in 2002 and 2003, and $46,224 in 2004 (unaudited), respectively. Designated 25,000 shares; issued and outstanding 25,000 shares in 2002, 2003 and 2004 (unaudited)			37,714			43,188			46,298
Stockholders' equity:
	13% Series A cumulative preferred stock, $0.01 par value per share, liquidation value of $41,109 and $46,453 in 2002 and 2003, and $49,608 in 2004 (unaudited), respectively. Designated 22,000 shares; issued and outstanding 20,341 shares in 2002, 2003 and 2004 (unaudited)			—			—			—
	13% Series B cumulative preferred stock, $0.01 par value per share, liquidation value of $19,496 and $22,031 in 2002 and 2003, and $23,656 in 2004 (unaudited), respectively. Designated 35,000 shares; issued and outstanding 12,311 shares in 2002, 2003 and 2004 (unaudited)			—			—			—
	Common stock, $0.01 par value per share. Authorized 250,000 shares; issued and outstanding 105,500 shares in 2002, 2003 and 2004 (unaudited)			1			1			1
	Additional paid-in capital			31,345			31,329			31,321
	Accumulated other comprehensive loss			(20	)		(74	)		(28	)
	Retained earnings			9,025			18,735			26,698
		Total stockholders' equity		40,351			49,991			57,992
		Total liabilities and stockholders' equity	$	430,673		$	549,939		$	564,765

See accompanying Notes to Consolidated Financial Statements.

F-3

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES

Consolidated Statements of Operations

(Dollars in thousands, except per share data)

			Year ended								Thirteen Weeks Ended				Twenty-six Weeks Ended
			December 29, 2001			December 28, 2002			January 3, 2004		June 28, 2003		July 3, 2004		June 28, 2003			July 3, 2004
											(Unaudited)		(Unaudited)		(Unaudited)			(Unaudited)
Net sales (Note 2(h))			$	279,779		$	293,677		$	328,356	$	76,369	$	93,735	$	143,823		$	184,412
Cost of goods sold				192,525			203,707			226,174		52,862		64,269		100,250			125,960
		Gross profit		87,254			89,970			102,182		23,507		29,466		43,573			58,452
Operating expenses:
	Sales, marketing and distribution expenses (Note 2(h))			34,922			35,852			39,477		8,962		11,362		16,405			22,220
	General and administrative expenses			14,120			4,911			6,313		1,093		820		2,725			2,355
	Management fees—related party			500			500			500		125		125		250			250
	Environmental clean-up expenses			950			100			—		—		—		—			—
		Operating income		36,762			48,607			55,892		13,327		17,159		24,193			33,627
Other expenses:
	Gain on sale of assets			(3,112	)		—			—		—		—		—			—
	Derivative gain			—			(2,524	)		—		—		—		—			—
	Interest expense, net			29,847			26,626			31,205		6,774		7,794		13,997			15,606
Income before income taxes				10,027			24,505			24,687		6,553		9,365		10,196			18,021
Provision for income taxes				4,029			9,260			9,519		2,523		3,614		3,925			6,956
		Net income	$	5,998		$	15,245		$	15,168	$	4,030	$	5,751	$	6,271		$	11,065
		Less: preferred stock dividends accumulated and related charges		10,352			11,739			13,336		3,288		3,783		6,576			7,690
		Net (loss) income available to common stockholders	$	(4,354	)	$	3,506		$	1,832	$	742	$	1,968	$	(305	)	$	3,375
		Basic net (loss) income available to common stockholders per common share (Note 2)	$	(41.59	)	$	33.23		$	17.36	$	7.03	$	18.65	$	(2.89	)	$	31.99
		Diluted net (loss) income available to common stockholders per common share (Note 2)	$	(41.59	)	$	24.87		$	12.99	$	5.26	$	13.96	$	(2.89	)	$	23.94

See accompanying Notes to Consolidated Financial Statements.

F-4

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity and Comprehensive Income (Loss)
(Dollars in thousands, except per share information)

		Preferred Stock Series A			Preferred Stock Series B									Accumulated Other Comprehensive (Loss) Income
								Common Stock									Accumulated (Deficit) Retained Earnings
											Additional Paid-in Capital									Total Stockholders' Equity
		Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 30, 2000		20,321	$	—	12,311	$	—	102,500	$	1	$	31,327		$	(12	)	$	(3,288	)	$	28,028
	Foreign currency translation	—		—	—		—	—		—		—			(36	)		—			(36	)
	Net income	—		—	—		—	—		—		—			—			5,998			5,998
Comprehensive income																					5,962
Accretion of series C senior preferred stock		—		—	—		—	—		—		—			—			(4,163	)		(4,163	)
Accretion of series C senior preferred stock warrants		—		—	—		—	—		—		(16	)		—			—			(16	)
Issuance of series A preferred stock, at $1,000 per share		20		—	—		—	—		—		20			—			—			20
Issuance of common stock, at $10 per share		—		—	—		—	3,000		—		30			—			—			30
Balance at December 29, 2001		20,341		—	12,311		—	105,500		1		31,361			(48	)		(1,453	)		29,861
	Foreign currency translation	—		—	—		—	—		—		—			28			—			28
	Net income	—		—	—		—	—		—		—			—			15,245			15,245
Comprehensive income																					15,273
Accretion of series C senior preferred stock		—		—	—		—	—		—		—			—			(4,767	)		(4,767	)
Accretion of series C senior preferred stock warrants		—		—	—		—	—		—		(16	)		—			—			(16	)
Balance at December 28, 2002		20,341		—	12,311		—	105,500		1		31,345			(20	)		9,025			40,351
	Foreign currency translation	—		—	—		—	—		—		—			(54	)		—			(54	)
	Net income	—		—	—		—	—		—		—			—			15,168			15,168
Comprehensive income												—			—						15,114
Accretion of series C senior preferred stock		—		—	—		—	—		—		—			—			(5,458	)		(5,458	)
Accretion of series C senior preferred stock warrants		—		—	—		—	—		—		(16	)		—			—			(16	)
Balance at January 3, 2004		20,341	$	—	12,311	$	—	105,500	$	1	$	31,329		$	(74	)	$	18,735		$	49,991
	Foreign currency translation (unaudited)	—		—	—		—	—		—		—			46			—			46
	Net income (unaudited)	—		—	—		—	—		—		—			—			11,065			11,065
Comprehensive income (unaudited)		—		—	—		—	—		—		—			—			—			11,111
Accretion of series C senior preferred stock (unaudited)		—		—	—		—	—		—		—			—			(3,102	)		(3,102	)
Accretion of series C senior preferred stock warrants (unaudited)		—		—	—		—	—		—		(8	)		—			—			(8	)
Balance at July 3, 2004 (unaudited)		20,341	$	—	12,311	$	—	105,500	$	1	$	31,321		$	(28	)	$	26,698		$	57,992

See accompanying Notes to Consolidated Financial Statements.

F-5

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Dollars in thousands)

				Year ended									Twenty-six Weeks Ended
				December 29, 2001			December 28, 2002			January 3, 2004			June 28, 2003			July 3, 2004
													(Unaudited)			(Unaudited)
Cash flows from operating activities:
	Net income			$	5,998		$	15,245		$	15,168		$	6,271		$	11,065
		Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization				14,290			5,300			6,014			2,741			3,237
	Amortization of deferred debt issuance costs and bond discount				1,972			2,686			2,839			1,487			1,284
	Write-off of deferred debt issuance costs				—			—			1,831			—			—
	Deferred income taxes				3,832			5,532			4,382			2,254			3,138
	Gain from sale of assets				(3,112	)		—			—			—			—
	Provision for doubtful accounts				118			84			711			585			—
	Changes in assets and liabilities, net of effects from business acquired:
			Trade accounts receivable		2,432			(363	)		(1,159	)		1,979			(3,497	)
			Inventories		(2,788	)		(1,394	)		(6,542	)		(1,574	)		(3,658	)
			Prepaid expenses		303			(234	)		(63	)		(1,626	)		(2,864	)
			Other assets		(400	)		33			(1	)		(1	)		—
			Trade accounts payable		(3,525	)		(2,430	)		990			517			3,989
			Accrued expenses		2,263			1,903			3,205			(1,308	)		(2,763	)
			Due to related party		—			—			—			—			—
			Other liabilities		87			55			56			28			1
	Net cash provided by operating activities				21,470			26,417			27,431			11,353			9,932
Cash flows from investing activities:
	Capital expenditures				(3,904	)		(6,283	)		(6,442	)		(3,065	)		(3,394	)
	Net proceeds from sale of assets				24,090			—			—			—			—
	Payments for acquisition of business				—			—			(118,179	)		—			—
	Net cash provided by (used in) investing activities				20,186			(6,283	)		(124,621	)		(3,065	)		(3,394	)
Cash flows from financing activities:
	Payments of long-term debt				(40,048	)		(114,417	)		(55,231	)		(10,176	)		(750	)
	Proceeds from issuance of long-term debt				—			98,760			150,000			—			—
	Proceeds from issuance of equity and capital contributions				50			—			—			—			—
	Payments of debt issuance costs				—			(3,694	)		(5,299	)		—			—
			Net cash (used in) provided by financing activities		(39,998	)		(19,351	)		89,470			(10,176	)		(750	)
	Effect of exchange rate fluctuations on cash and cash equivalents				(36	)		28			(54	)		(82	)		46
			Net increase (decrease) in cash and cash equivalents		1,622			811			(7,774	)		(1,970	)		5,834
Cash and cash equivalents at beginning of period					13,433			15,055			15,866			15,866			8,092
Cash and cash equivalents at end of period				$	15,055		$	15,866		$	8,092		$	13,896		$	13,926
Supplemental disclosures of cash flow information:
	Cash interest			$	29,966		$	22,975		$	26,483		$	12,621		$	15,262
	Cash income taxes			$	271		$	3,778		$	3,708		$	337		$	1,666
Non-cash transactions:
	Accretion of Series C senior preferred stock warrants			$	16		$	16		$	16		$	8		$	8
	Accretion of Series C senior preferred stock dividends			$	4,163		$	4,767		$	5,458		$	2,636		$	3,102

See accompanying Notes to Consolidated Financial Statements.

F-6

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts)

(1)    Nature of Operations

Organization

        B&G Foods Holdings Corp. and subsidiaries (the "Company") is majority owned by Bruckmann, Rosser, Sherrill & Co., L.P. ("BRS"), a private equity investment firm, and minority owned by management, directors and certain other investors. The Company's only asset and operations consist of its ownership of B&G Foods, Inc. and its subsidiaries (collectively "B&G Foods").

Nature of Operations

        The Company operates in one industry segment and manufactures, sells and distributes a diverse portfolio of high quality branded, shelf-stable food products. The Company's products include pickles, peppers, jams and jellies, canned meats and beans, spices, syrups, hot sauces, maple syrup, salad dressings, taco shells, seasonings, dinner kits, taco sauces, refried beans, salsa and other specialty food products which are sold to retailers and food service establishments. The Company distributes these products to retailers in the greater New York metropolitan area through a direct-store-organization sales and distribution system and elsewhere in the United States through a nationwide network of independent brokers and distributors. Sales of a number of the Company's products tend to be seasonal; however, in the aggregate, the Company's sales are not heavily weighted to any particular quarter. Sales during the first quarter of the fiscal year are generally below that of the following three quarters.

Business and Credit Concentrations

        The Company's exposure to credit loss in the event of non-payment of accounts receivable by customers is represented in the amount of such receivables. The Company performs ongoing credit evaluations of its customers' financial condition. As of January 3, 2004, the Company does not believe it has any significant concentration of credit risk with respect to its trade accounts receivable. The Company had no customers in fiscal 2001, 2002 or 2003 that exceeded 10% of consolidated net sales.

Disposition

        On January 17, 2001, the Company completed the sale of its wholly owned subsidiary, Burns & Ricker, Inc. ("Burns & Ricker"), to Nonni's Food Company, Inc. ("Nonni's") (the "B&R Disposition") pursuant to a stock purchase agreement of the same date under which the Company sold all of the issued and outstanding capital stock of Burns & Ricker to Nonni's for $26,000 in cash. The gain on the sale, net of transaction expenses, was approximately $3,100. The Company applied the net cash proceeds from the B&R Disposition toward the partial prepayment of term loans, as required under the Company's then existing credit facility.

Acquisition and Accounting

        On August 21, 2003, the Company acquired certain assets of The Ortega Brand of Business ("Ortega" or the "Ortega Acquisition") for approximately $118,179 in cash (the "Ortega Purchase Price"), including transaction costs, from Nestlé Prepared Foods Company ("Nestlé"). The Ortega Purchase Price was subject to a final adjustment based upon a defined inventory calculation in the related purchase agreement. In connection with this transaction, the Company entered into a $200,000 senior secured credit facility comprised of a $50,000 five-year revolving credit facility and a $150,000

F-7

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(1)    Nature of Operations (Continued)

six-year term loan facility. The proceeds of such senior secured credit facility were used to fund the Ortega Acquisition and refinance the Company's then-existing credit facility. See Note 6 (Long-term Debt).

        In connection with the Ortega Acquisition, the Company paid transaction fees to Bruckmann, Rosser, Sherrill & Co., Inc., a related party, aggregating $1,000. The Company recorded such transaction fees as part of the Ortega Purchase Price.

        The Ortega Acquisition has been accounted for using the purchase method of accounting and, accordingly, the assets acquired, liabilities assumed, and results of operations are included in the consolidated financial statements from the date of the Ortega Acquisition. The excess of the Ortega Purchase Price over the fair value of identifiable net assets acquired represents goodwill. Trademarks are deemed to have an indefinite useful life and are not amortized.

        The following table sets forth the allocation of the Ortega Purchase Price. The cost of the Ortega Acquisition has been allocated to tangible and intangible assets as follows:

Property, plant and equipment		$	5,964
Goodwill			76,310
Indefinite-life intangible assets—trademarks			30,700
Other assets, principally net current assets			6,960
Other liabilities, principally net current liabilities			(2,039	)
Deferred income tax asset			284
	Total	$	118,179

Unaudited Pro Forma Summary of Operations

        The following unaudited pro forma summary of operations for the fiscal years ended December 28, 2002 and January 3, 2004 and for the thirteen and twenty-six weeks ended June 28, 2003 presents the operations of the Company as if the Ortega Acquisition had occurred as of the beginning of each period presented. In addition to including the results of operations of the Ortega business, the unaudited pro forma information gives effect to interest on additional borrowings and changes in depreciation and amortization of property, plant and equipment.

	Year ended (unaudited)
					Thirteen Weeks Ended (Unaudited)		Twenty-six Weeks Ended (Unaudited)
	December 28, 2002		January 3, 2004
					June 28, 2003		June 28, 2003
Net sales	$	371,130	$	374,813	$	95,406	$	181,302
Net income		17,807		18,451		4,673		7,334
Basic net income (loss) available to common stockholders per common share	$	57.52	$	48.48	$	13.13	$	7.18
Diluted net income (loss) available to common stockholders per common share	$	43.04	$	36.28	$	9.82	$	5.38

F-8

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(1)    Nature of Operations (Continued)

        The unaudited pro forma information presented above does not purport to be indicative of the results that actually would have been attained if the Ortega Acquisition, and the related financing transactions, had occurred as of the beginning of each period presented and is not intended to be a projection of future results.

(2)    Summary of Significant Accounting Policies

(a)    Fiscal Year and Basis of Presentation

        The Company utilizes a 52-53 week fiscal year ending on the Saturday closest to December 31. Fiscal years 2001 and 2002 contain 52 weeks each. Fiscal year 2003, which ended January 3, 2004, contains 53 weeks.

        The financial statements are presented on a consolidated basis. All intercompany balances and transactions have been eliminated.

(b)    Interim Financial Information

        The consolidated financial statements and information in the notes to consolidated financial statements as of July 3, 2004 and for the thirteen and twenty-six weeks ended June 28, 2003 and July 3, 2004 are unaudited. In management's opinion, the unaudited consolidated financial statements include all adjustments, consisting of normal and recurring adjustments, that the Company considers necessary for a fair presentation, in all material respects, of its consolidated financial position, operating results, and cash flows for the interim date and the periods presented. The unaudited results of operations for the thirteen and twenty-six weeks ended July 3, 2004 are not necessarily indicative of the results to be expected for the full year or future periods.

(c)    Cash and Cash Equivalents

        For purposes of the consolidated statements of cash flows, all highly liquid debt instruments with maturities of three months or less when acquired are considered to be cash and cash equivalents.

(d)    Inventories

        Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out and average cost methods.

(e)    Property, Plant and Equipment

        Property, plant and equipment are stated at cost. Plant and equipment under capital leases are stated at the present value of the minimum lease payments. Depreciation on plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets, 12 to 20 years for buildings and improvements, 5 to 10 years for machinery and equipment, and 3 to 5 years for office furniture and vehicles. Plant and equipment held under capital leases and leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. Expenditures for maintenance, repairs and minor replacements are charged to current operations. Expenditures for major replacements and betterments are capitalized.

F-9

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(2)    Summary of Significant Accounting Policies (Continued)

(f)    Goodwill and Trademarks

        The Company adopted the Financial Accounting Standard Board's ("FASB") Statement of Financial Accounting Standard ("SFAS") No. 142 "Goodwill and Other Intangible Assets" on December 30, 2001. Goodwill and intangible assets not subject to amortization are tested for impairment at least annually in accordance with the provisions of SFAS No. 142. SFAS No. 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 144, "Accounting for Impairment or Disposal of Long-Lived Assets."

        Prior to the adoption of SFAS No. 142, goodwill was amortized on a straight line basis over 40 years and trademarks were amortized on a straight-line basis over 31 to 40 years. The amount of goodwill and other intangible asset impairment, if any, was measured based on projected discounted future net operating cash flows using a discount rate reflecting the Company's average cost of funds.

(g)    Deferred Debt Issuance Costs

        Debt issuance costs are capitalized and amortized using the effective interest method over the term of the related debt agreements and are classified as other non-current assets. Amortization of deferred debt issuance costs for fiscal years 2001, 2002 and 2003 was $1,972, $2,508 and $2,608, respectively. During the third quarter of fiscal 2003, a write-off of $1,831 of deferred debt costs was incurred in connection with the payment in full of the Term Loan B under the Company's then-existing Term Loan Agreement dated as of March 15, 1999.

(h)    Revenue Recognition

        Revenues are recognized when products are shipped. The Company reports all amounts billed to a customer in a sale transaction as revenue, including those amounts related to shipping and handling. Shipping and handling costs are included in cost of goods sold. As further described below, certain coupons and promotional expenses are recorded as a reduction of net sales.

        In April 2001, the Emerging Issue Task Force ("EITF") reached a consensus with respect to EITF Issue No. 00-25, "Vendor Income Statement Characterization of Consideration to a Purchaser of the Vendor's Products or Services" (as codified by EITF Issue 01-09), which became effective for the Company in the first quarter of 2002. The consensus includes a conclusion that consideration from a vendor to a retailer is presumed to be a reduction to the selling prices of the vendor's products and, therefore, should be characterized as a reduction of sales when recognized in the vendor's income statement. As required, the Company implemented the provisions of such EITF consensus in the first quarter of fiscal 2002 and, as a result, has reclassified certain prior period expenses as a reduction of net sales. Such reclassification reduces sales and gross margin, but does not have an impact on the Company's operating income or net income. Such expenses reclassified in accordance with the EITF consensus, as a reduction of net sales and sales, marketing and distribution expenses was $51,200 million for fiscal 2001.

        As required, the Company implemented the provisions of EITF Issue No. 00-14, "Accounting for Certain Sales Incentives" (as codified by EITF Issue 01-09) and Issue No. 00-25, "Vendor Income Statement Characterization of Consideration to a Purchaser of the Vendor's Products or Services" in the

F-10

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(2)    Summary of Significant Accounting Policies (Continued)

first quarter of fiscal 2002. The following table summarizes the reclassification of the prior period amounts as if the aforementioned new EITF consensuses had been implemented effective December 31, 2000:

	Year Ended December 29, 2001
	As Previously Presented		Reclassified
Net sales	$	332,433	$	279,779
Gross profit	$	139,908	$	87,254
Sales, marketing and distribution expenses	$	87,576	$	34,922

(i)    Advertising Costs

        Advertising costs are expensed as incurred. Advertising costs amounted to approximately $1,833, $2,202 and $3,499, for the fiscal years 2001, 2002, and 2003, respectively.

(j)    Income Taxes

        Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities of the Company are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax asset will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

(k)    Pension Plans

        The Company has defined benefit pension plans covering substantially all of its employees. The Company's funding policy is to contribute annually the amount recommended by its actuaries.

        In 2003, the FASB revised Statement No. 132, "Employers' Disclosures about Pensions and Other Postretirement Benefits." The FASB's revision of Statement No. 132 requires new annual disclosures about the types of plan assets, investment strategy, measurement date, plan obligations and cash flows as well as the components of the net periodic benefit cost recognized in interim periods. In addition, SEC registrants are now required to disclose its estimates of contributions to the plan during the next fiscal year and the components of the fair value of total plan assets by type (e.g., equity securities, debt securities, real estate and other assets). The Company adopted the provisions of Statement No. 132 (revised), except for expected future benefit payments, which must be disclosed for fiscal years ending after June 15, 2004.

(l)    Fair Value of Financial Instruments

        Cash and cash equivalents, trade accounts receivable, trade accounts payable, accrued expenses and due to related party are reflected in the consolidated balance sheets at carrying value, which

F-11

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(2)    Summary of Significant Accounting Policies (Continued)

approximates fair value due to the short-term nature of these instruments. The fair value of the $220,000 Senior Subordinated Notes at January 3, 2004, based on quoted market prices, was $226,600. The carrying value of the Company's remaining borrowings approximates their fair value based on the current rates available to the Company for similar instruments.

(m)    Use of Estimates

        The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management of the Company to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates made by management involve trade and consumer promotion expenses, allowances for excess, obsolete and unsaleable inventories, and the recoverability of goodwill, trademarks, property, plant and equipment and deferred tax assets. Actual results could differ from those estimates.

(n)    Impairment of Long-Lived Assets

        In accordance with SFAS No. 144, long-lived assets, such as property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the consolidated balance sheet.

        Goodwill and trademarks not subject to amortization are tested annually for impairment, and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset's fair value.

        The Company performed an assessment to determine whether goodwill of the Company was impaired as of December 29, 2001, December 28, 2002 and January 3, 2004. In connection therewith, the Company determined that its operations consisted of one reporting unit. Under SFAS No. 142, goodwill impairment is deemed to exist if the net book value of a reporting unit exceeds its estimated fair value. The Company determined that, as of December 29, 2001 and December 28, 2002 and January 3, 2004, the fair value of the Company's single reporting unit exceeded its carrying amount, and therefore there is no indication that goodwill was impaired as of such dates. The Company will perform its annual impairment review each fiscal year end to measure goodwill for impairment.

        Effective as of December 30, 2001, the Company ceased the amortization of goodwill and all trademarks having indefinite useful lives. For fiscal 2001, amortization expense related to goodwill was $3,100 and $5,400 for trademarks.

F-12

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(2)    Summary of Significant Accounting Policies (Continued)

        The following table reconciles previously reported net income to net income adjusted as if the provisions of SFAS No. 142 were in effect in fiscal 2001:

	Year ended December 29, 2001
Reported net income	$	5,998
Add back: Goodwill amortization, net of income taxes		1,839
Add back: Trademark amortization, net of income taxes		3,271
Adjusted net income	$	11,108

        Prior to the adoption of SFAS No. 142 and No. 144, the Company accounted for long-lived assets in accordance with SFAS No. 121, "Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of." The impairment criteria and measurement requirements of SFAS No. 144 are substantially unchanged from those of SFAS No. 121 for assets held and used.

(o)    Derivative Financial Instruments

        The Company accounts for its derivative and hedging transactions in accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," and SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities" (collectively referred to as "Statement No. 133"). Statement No. 133 establishes accounting and reporting standards for derivative instruments and for hedging activities and requires an entity to recognize all derivative instruments either as an asset or a liability in the balance sheet and to measure such instruments at fair value. These fair value adjustments are to be included either in the determination of net income or as a component of accumulated other comprehensive income (loss) depending on the nature of the transaction. The Company has only limited involvement with derivative financial instruments and does not use them for trading purposes (see Note 6).

        In April 2003, the FASB issued Statement No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." Statement No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities." The Company adopted Statement No. 149 on July 1, 2003 and will apply it prospectively, as applicable.

(p)    Stock Option Plan

        The Company accounts for its stock option plan in accordance with the provisions of Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees", and related interpretations. As such, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price. SFAS No. 123, "Accounting for Stock-Based Compensation", permits entities to recognize as expense over the vesting period the fair value of all stock-based awards on the date of grant. Alternatively, SFAS No. 123 allows entities to continue to apply the provisions of APB Opinion No. 25 and provide pro forma net income and pro forma earnings per share disclosures for employee stock option grants made in 1995 and future years as if the

F-13

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(2)    Summary of Significant Accounting Policies (Continued)

fair-value-based method defined in SFAS No. 123 had been applied. The Company has elected to continue to apply the provisions of APB Opinion No. 25 and provide the pro forma disclosure provisions of SFAS No. 123.

        The following table illustrates the pro forma effect on net (loss) income if the fair value based method had been applied to all outstanding and unvested awards in each period.

															Twenty-six Weekes Ended
											Thirteen Weekes Ended
		Year ended
											June 28, 2003		July 3, 2004		June 28, 2003			July 3, 2004
		2001			2002			2003
Net income as reported		$	5,998		$	15,245		$	15,168		$	4,030	$	5,751	$	6,271		$	11,065
Add stock-based employee compensation expense included in reported net income, net of tax			—			—			—			—		—		—			—
Deduct stock-based employee compensation expense determined under fair-value-based method for all awards, net of tax			(1	)		(1	)		(1	)		—		—		—			—
	Pro forma net income	$	5,997		$	15,244		$	15,167		$	4,030	$	5,751	$	6,271		$	11,065
	Basic net (loss) income available to common stockholders per common share	$	(41.59	)	$	33.22		$	17.35		$	7.03	$	18.65	($	2.89	)	$	31.99
	Diluted net (loss) income available to common stockholders per common share	$	(41.59	)	$	24.86		$	12.99		$	5.26	$	13.96	$	(2.89	)	$	23.94

(q)    Adoption of New Accounting Standards

        In May 2003, the FASB issued Statement No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". Statement No. 150 establishes standards with respect to how an issuer classifies and measures in its statements of financial position certain financial instruments with characteristics of both liabilities and equity. Statement No. 150 requires that an issuer classify a financial instrument that is within the scope of such Statement as a liability because such financial instrument embodies an obligation of the issuer. The Company adopted Statement No. 150 on June 1, 2003 which has not impacted the Company's accounting for the mandatorily redeemable preferred stock.

        In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities, an interpretation of ARB No. 51". This Interpretation addresses the consolidation by business enterprises of variable interest entities as defined in the Interpretation. The Interpretation applies immediately to variable interests in variable interest entities created after January 31, 2003, and to variable interests in variable interest entities obtained after January 31, 2003. The application of this Interpretation has not had a material effect on the Company's consolidated financial statements.

(r)    Reclassifications

        Certain amounts in 2001 and 2002 have been reclassified to conform with the 2003 presentation.

F-14

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(2)    Summary of Significant Accounting Policies (Continued)

(s)    Earnings Per Share

        The Company calculates earnings per share in accordance with SFAS No. 128, "Earnings Per Share." Basic earnings per share is calculated by dividing net (loss) income available to common shares (net (loss) income less dividends accumulating during the period for 13% Series A and B cumulative preferred stock and Series C senior preferred stock and other charges) by the weighted average common shares outstanding during the period. Diluted earnings per share is calculated similarly, except that it includes the dilutive effect of the assumed exercise of outstanding options and warrants (see note 10). Diluted loss per share is the same as basic loss per share because the Company's outstanding options and warrants are not included in the calculation, since the inclusion of such potential shares would be anti-diluted. The mandatorily redeemable preferred stock is excluded from the calculation as their conversion is contingent upon an initial public offering by the Company, see note 9.

	Fiscal Year Ended							Thirteen Weeks Ended				Twenty-six Weeks Ended
	December 29, 2001			December 28, 2002		January 3, 2004		June 28, 2003		July 3, 2004		June 28, 2003			July 3, 2004
	(Shares in thousands)											(Unaudited)			(Unaudited)
								(Unaudited)		(Unaudited)
Net income	$	5,998		$	15,245	$	15,168	$	4,030	$	5,571	$	6,271		$	11,065
Less: preferred stock dividends accumulated and related charges		10,352			11,739		13,336		3,288		3,783		6,576			7,690
(Loss) income available to common stockholders	$	(4,354	)	$	3,506	$	1,832	$	742	$	1,968	$	(305	)	$	3,375
Weighted average basic shares outstanding		104.7			105.5		105.5		105.5		105.5		105.5			105.5
Basic net (loss) income available to common stockholders per common share	$	(41.59	)	$	33.23	$	17.36	$	7.03	$	18.65	$	(2.89	)	$	31.99
Weighted average diluted shares outstanding		104.7			141.0		141.0		141.0		141.0		105.5			141.0
Diluted net (loss) income available to common stockholders per common share	$	(41.59	)	$	24.87	$	12.99	$	5.26	$	13.96	$	(2.89	)	$	23.94

(3)    Inventories

      Inventories consist of the following:

		December 28, 2002		January 3, 2004		July 3, 2004
						(Unaudited)
Raw materials and packaging		$	13,601	$	14,916	$	22,250
Work in process			1,623		1,555		984
Finished goods			52,312		64,318		61,213
	Total	$	67,536	$	80,789	$	84,447

F-15

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts)

(4)    Property, Plant and Equipment, net

        Property, plant and equipment, net consists of the following:

		December 28, 2002			January 3, 2004			July 3, 2004
								(Unaudited)
Land		$	3,012		$	3,149		$	3,148
Buildings and improvements			14,431			17,146			17,248
Machinery and equipment			37,924			46,404			47,353
Office furniture and vehicles			7,472			8,759			8,751
Construction-in-progress			—			15			2,333
			62,839			75,473			78,833
Less: accumulated depreciation			(25,425	)		(31,533	)		(34,752	)
	Total	$	37,414		$	43,940		$	44,081

(5)    Leases

        The Company has several noncancelable operating leases, primarily for its corporate headquarters, warehouses, transportation equipment and machinery. These leases generally require the Company to pay all executory costs such as maintenance, taxes and insurance.

        The Company leases a manufacturing and warehouse facility from the Chairman of the Board of Directors of the Company under an operating lease which expires in April 2009. Total rent expense associated with this lease was $769 for fiscal years 2001, 2002 and 2003.

        Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) for the periods set forth below are as follows:

Years ended December:			Third Parties		Related Party
		2004	$	3,742	$	787
		2005		3,238		822
		2006		1,927		822
		2007		1,438		822
		2008		1,426		822
		Thereafter		620		274
	Total		$	12,391	$	4,349

        Total rental expense was $3,116, $2,957 and $3,161, for the fiscal years 2001, 2002 and 2003, respectively.

F-16

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(6)    Long-term Debt

        Long-term debt consists of the following:

			December 28, 2002		January 3, 2004		July 3, 2004
							(Unaudited)
Senior secured credit facility:
	Revolving credit facility		$	—	$	—	$	—
	Term Loan			—		149,625		148,875
	Term Loan B			54,856		—		—
95/8% Senior Subordinated Notes due August 1, 2007, net of unamortized discount of $1,060 and $829 at December 28, 2002 and January 3, 2004, respectively				218,940		219,171		219,287
		Total long-term debt		273,796		368,796		368,162
Less current installments				370		1,500		1,500
		Long-term debt, excluding current installments	$	273,426	$	367,296	$	366,662

        On March 15, 1999, the Company, specifically its wholly owned subsidiary B&G Foods, entered into a $280,000 senior secured credit facility (the "Prior Senior Secured Credit Facility"). The Prior Senior Secured Credit Facility was comprised of a $60,000 five-year Revolving Credit Facility, a $70,000 (initial amount) five-year Term Loan Facility ("Term Loan A") and a $150,000 (initial amount) seven-year Term Loan Facility ("Term Loan B" and collectively with Term Loan A, the "Term Loan Facilities"). Interest on the Prior Senior Secured Credit Facility was determined based on several alternative rates as stipulated in the Prior Senior Secured Credit Facility, including the base lending rate per annum plus an applicable margin or LIBOR plus an applicable margin. At December 28, 2002 the interest rate for Term Loan B was 5.40%. At December 29, 2001, the interest rate for Term Loan A and Term Loan B was 7.31% and 6.17% to 7.56%, respectively. The Prior Senior Secured Credit Facility was secured by substantially all of the Company's assets.

        On August 21, 2003, the Company, specifically its wholly owned subsidiary B&G Foods, entered into a newly amended and restated $200,000 senior secured credit facility, which was further amended and restated as of September 9, 2003 (the "Senior Secured Credit Facility"), comprised of a $50,000 five-year revolving credit facility ("Revolving Credit Facility") and a $150,000 six-year term loan facility ("Term Loan"). The proceeds of the Term Loan and of certain drawings under the Revolving Credit Facility were used: (i) to fund the Ortega Acquisition and to pay related transaction fees and expenses; and (ii) to fully pay off the Company's remaining obligations under Term Loan B of the Company's Prior Senior Secured Credit Facility. In connection therewith, the Company capitalized approximately $5,300 of new deferred debt issuance costs related to the Senior Secured Credit Facility and, in accordance with the applicable guidance of the FASB's Emerging Issues Task Force, wrote off $1,831 of deferred financing costs related to the Company's then-existing Term Loan B. With respect to the Senior Secured Credit Facility, interest is determined based on several alternative rates, including the base lending rate per annum plus an applicable margin, or LIBOR plus an applicable margin (4.52% at January 3, 2004 and 4.59% at July 3, 2004 (unaudited)). The Senior Secured Credit Facility is secured by substantially all of the Company's assets. The Senior Secured Credit Facility provides for mandatory prepayments upon the occurrence of certain events, including material asset dispositions and issuances

F-17

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(6)    Long-term Debt (Continued)

of securities. The Senior Secured Credit Facility contains covenants that restrict, among other things, the Company's ability to incur additional indebtedness, pay dividends and create certain liens. The Senior Secured Credit Facility also contains certain financial covenants, which, among other things, specify and define maximum capital expenditure limits, a minimum total interest coverage ratio and a maximum leverage ratio. Proceeds of the Senior Secured Credit Facility are restricted to funding the Company's working capital requirements, capital expenditures and acquisitions of companies in the same line of business as the Company, subject to certain additional criteria. The Senior Secured Credit Facility limits expenditures on acquisitions to $50,000 per acquisition unless the Company can satisfy certain leverage ratio requirements. The outstanding balances for the Revolving Credit Facility and the Term Loan at January 3, 2004 were $0 and $149,625 and at July 3, 2004 (unaudited) were $0 and $148,875, respectively.

        The Revolving Credit Facility requires an annual commitment fee of an amount equal to 0.5% of the average daily unused portion of the Revolving Credit Facility. The Revolving Credit Facility also provides a maximum commitment for letters of credit of $5,000. The available borrowing capacity under the Revolving Credit Facility, net of outstanding letters of credit of $1,300, was approximately $48,700 at January 3, 2004 and, net of outstanding letters of credit of $636, was approximately $49,364 at July 3, 2004 (unaudited).

        The Company, specifically its wholly owned subsidiary B&G Foods, has outstanding $220,000 of 9⁵/8% Senior Subordinated Notes (the "Notes") due August 1, 2007 with interest payable semiannually on February 1 and August 1 of each year, of which $120,000 principal amount was originally issued in August 1997 and $100,000 principal amount (the "New Notes") was issued by the Company through a private offering of the notes completed on March 7, 2002 at a discount of $1,240. The Notes contain certain transfer restrictions. The proceeds from the issuance of the New Notes were used to pay off, in its entirety, the then outstanding balance under the Company's then-existing Term Loan A, and to reduce the amount outstanding under the Company's then-existing Term Loan B, and pay related deferred debt issuance costs.

        As part of a registration rights agreement dated March 7, 2002, the Company agreed to offer to exchange an aggregate principal amount of up to $220,000 of its 9⁵/8% Senior Subordinated Notes due 2007 (the "Exchange Notes") for a like principal amount of its Notes outstanding (the "Exchange Offer"). The terms of the Exchange Notes are identical in all material respects to those of the Notes (including principal amount, interest rate, maturity and guarantees), except for certain transfer restrictions and registration rights relating to the New Notes. The Exchange Offer was completed on June 27, 2002.

        The indentures for the Notes contain certain covenants that, among other things, limit the ability of the Company to incur additional debt, pay dividends or make certain other restricted payments, enter into certain transactions with affiliates, make certain asset dispositions, merge or consolidate with, or transfer substantially all of its assets to, another person, as defined, encumber assets under certain circumstances, restrict dividends and other payments from subsidiaries, engage in sale and leaseback transactions, issue capital stock, as defined, or engage in certain business activities.

        The Notes are redeemable at the option of the Company, in whole or in part, at any time at 103.208% of their principal amount plus accrued and unpaid interest and Liquidated Damages (as

F-18

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(6)    Long-term Debt (Continued)

defined in the indentures), if any, beginning August 1, 2003, 101.604% beginning August 1, 2004 and 100% beginning August 1, 2005. Upon the occurrence of a Change in Control, as defined, the Company will be required to make an offer to repurchase the Notes at a price equal to 101% of the principal amount, together with accrued and unpaid interest and Liquidated Damages, as defined, if any, to the date of repurchase. The Notes are not subject to any sinking fund requirements.

        On March 21, 2002, the Company entered into an interest rate swap agreement with a major financial institution pursuant to which the Company agreed to pay a variable rate of three-month LIBOR plus 5.65% on a notional amount of $100,000 in exchange for a fixed rate of 9.625%. Because the interest rate swap did not qualify as an effective hedge, changes in the fair value are recorded in the consolidated statement of operations. The Company sold the interest rate swap agreement on August 7, 2002 for $2,524. Included in the fiscal 2002 consolidated statement of operations is a derivative gain representing the change in fair value of the interest rate swap of $2,524.

        The Company has no assets or operations independent of its direct and indirect subsidiaries. All of the Company's indirect wholly owned subsidiaries (the "Guarantors") jointly and severally, and fully and unconditionally, guarantee the Notes (the "Subsidiary Guarantees"). There are no significant restrictions on the ability of the Company or any of its Guarantors, to obtain funds from its subsidiaries by dividend or loan. Consequently, separate financial statements have not been presented for the Guarantors because management has determined that they would not be material to investors. The Subsidiary Guarantee of each Guarantor is subordinate to the prior payment in full of all senior debt, as defined. As of January 3, 2004, the Company and its subsidiaries had senior debt and additional liabilities (including trade accounts payable, accrued expenses, amounts due to related parties, deferred income taxes and other liabilities) aggregating approximately $456,760.

        At December 28, 2002, January 3, 2004 and July 3, 2004 (unaudited) accrued interest of $9,328, $9,726 and $8,902, respectively, is included in accrued expenses in the accompanying consolidated balance sheets.

        The aggregate maturities of long-term debt are as follows:

Years ended December:
	2004		$	1,500
	2005			1,500
	2006			1,500
	2007			220,671
	2008			143,625
		Total	$	368,796

F-19

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(7)    Income Taxes

        Income taxes consist of the following:

			Year ended
			December 29, 2001		December 28, 2002		January 3, 2004
Current:
	Federal		$	54	$	3,252	$	4,150
	State			168		476		987
		Subtotal		222		3,728		5,137
Deferred:
	Federal			2,995		4,694		3,754
	State			812		838		628
		Subtotal		3,807		5,532		4,382
		Total	$	4,029	$	9,260	$	9,519

        Income tax expense differs from the expected income tax expense (computed by applying the U.S. federal income tax rate of 34% to income before income tax expense) as a result of the following:

			Year ended
			December 29, 2001			December 28, 2002		January 3, 2004
Computed expected tax expense			$	3,409		$	8,332	$	8,394
Increase (decrease):
	State income taxes, net of federal income tax benefit			647			867		1,066
	Nondeductible expenses, principally amortization of goodwill in 2001			855			61		59
	Gain on sale of assets			(844	)		—		—
	Other			(38	)		—		—
		Total	$	4,029		$	9,260	$	9,519

F-20

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(7)    Income Taxes (Continued)

        The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below:

			December 28, 2002			January 3, 2004
Deferred tax assets:
	Accounts receivable, principally due to allowance		$	44		$	48
	Inventories, principally due to additional costs capitalized for tax purposes			355			948
	Accruals and other liabilities not currently deductible			1,539			1,989
	Net operating loss carryforwards			3,338			2,560
	Deferred financing costs			206			871
		Total gross deferred tax assets		5,482			6,416
Less valuation allowance				(1,282	)		(1,282	)
		Net deferred tax assets		4,200			5,134
Deferred tax liabilities:
	Plant and equipment			(4,559	)		(5,470	)
	Intangible assets			(37,439	)		(42,070	)
	Derivative gain			(763	)		(253	)
		Total gross deferred tax liabilities		(42,761	)		(47,793	)
		Net deferred tax liability	$	(38,561	)	$	(42,659	)

        In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income and reversal of deferred tax liabilities over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences, net of the existing valuation allowances at December 28, 2002 and January 3, 2004. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during future periods are reduced. The valuation allowance at December 28, 2002 and January 3, 2004 was $1,282 and represents the allowance for certain fully reserved state net operating loss carryforwards of $23,206 and $22,955, respectively, which are available to offset future state taxable income, if any, through 2007. The Company established a valuation allowance for the deferred tax assets associated with state net operating loss carryforwards at December 28, 2002 because management believes that based upon historical and projected state taxable income, it is not more likely than not that the deferred tax asset related to such net operating loss carryforwards will not be realized. Any future utilization of acquired state net operating loss carryforwards will result in an adjustment to goodwill to the extent it reduces the valuation allowance.

F-21

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(7)    Income Taxes (Continued)

        At January 3, 2004, the Company has net operating loss carryforwards for federal income tax purposes of $3,566 which are available to offset future federal taxable income, if any, through 2020. As a result of the Company's acquisitions in prior years, the annual utilization of the net operating loss carryforwards acquired is limited under certain provisions of the Internal Revenue Code.

(8)    Redeemable Preferred Stock

        The Company's Certificate of Incorporation provides that they may issue 100,000 shares of Preferred Stock, $.01 par value per share, 22,000 of which are currently designated as the 13% Series A Cumulative Preferred Stock (the "13% Series A Cumulative Preferred Stock"), 35,000 shares of which are currently designated as the 13% Series B Cumulative Preferred Stock (the "13% Series B Cumulative Preferred Stock") and 25,000 of which are currently designated as the Series C Senior Preferred Stock (the "Series C Senior Preferred Stock"(See note 9)).

        With respect to dividend rights and rights on liquidation, winding up and dissolution of the Company, the Series C Senior Preferred Stock ranks senior to the 13% Series B Cumulative Preferred Stock and each rank senior to the 13% Series A Cumulative Preferred Stock. The Series C Senior Preferred Stock, the 13% Series B Cumulative Preferred Stock and the 13% Series A Cumulative Preferred Stock each rank senior to the Common Stock of the Company.

13% Series A Cumulative Preferred Stock

        Dividends.    Each holder of 13% Series A Cumulative Preferred Stock is entitled to receive, when, as and if declared by the Board of Directors of the Company, out of funds legally available therefor, cash dividends on each share of 13% Series A Cumulative Preferred Stock at a rate per annum equal to 13%, which dividends are cumulative without interest, whether or not earned or declared, on a daily basis, and are payable annually in arrears. These dividends amount to $20,768 and $26,113 as of December 28, 2002 and January 3, 2004. The liquidation value aggregates to $41,109 and $46,453 as of December 28, 2002 and January 3, 2004.

        Optional Redemption.    The Company may, at its option, redeem at any time, from any source of funds legally available therefore, in whole or in part, any or all of the shares of 13% Series A Cumulative Preferred Stock, at a redemption price equal to 100% of the then effective liquidation preference per share, plus an amount equal to a prorated dividend for the period from the dividend payment date immediately prior to the redemption date to the redemption date.

13% Series B Cumulative Preferred Stock

        Dividends.    Each holder of 13% Series B Cumulative Preferred Stock is entitled to receive, when, as and if declared by the Board of Directors of the Company, out of funds legally available therefor, cash dividends on each share of 13% Series B Cumulative Preferred Stock at a rate per annum equal to 13%, which dividends are cumulative without interest, whether or not earned or declared, on a daily basis, and are payable annually in arrears. These dividends amount to $9,496 and $12,031 as of December 28, 2002 and January 3, 2004. The liquidation value aggregates to $19,496 and $22,031 as of December 28, 2002 and January 3, 2004.

F-22

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(8)    Redeemable Preferred Stock (Continued)

        Optional Redemption.    The Company may, at its option, redeem at any time, from any source of funds legally available therefore, in whole or in part, any or all of the shares of 13% Series B Cumulative Preferred Stock, at a redemption price equal to 100% of the then effective liquidation preference per share, plus an amount equal to a prorated dividend for the period from the dividend payment date immediately prior to the redemption date to the redemption date.

        Warrants.    The holders of the 13% Series B Cumulative Preferred Stock received warrants exercisable to purchase an aggregate of 11,735.61 shares of Common Stock, with an exercise price of $0.01 per share and an expiration date of December 22, 2009. These warrants remain outstanding at January 3, 2004.

(9)    Mandatorily Redeemable Preferred Stock

Series C Senior Preferred Stock

        Dividends.    When and as declared by the Company's Board of Directors and to the extent permitted under the General Corporation Law of the State of Delaware, the Company will pay preferential dividends to the holders of the Series C Senior Preferred Stock. Dividends on each share of Series C Senior Preferred Stock (each a "Senior Share") accrue at a rate of 14% per annum. Such dividends accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Company legally available for the payment of dividends. To the extent that all accrued dividends are not paid on each June 30 and December 31 of each year beginning June 30, 2000 (the "Dividend Reference Dates"), all dividends which have accrued on each Senior Share outstanding during the six-month period (or other period in the case of the initial Dividend Reference Date) ending upon each such Dividend Reference Date will be accumulated and added to the liquidation value of such Senior Shares. These dividends amount to $12,664 and $18,122 as of December 28, 2002 and January 3, 2004. The liquidation value aggregates to $37,664 and $43,122 as of December 28, 2002 and January 3, 2004. Such dividends are charged to net income available to common stockholders.

        In the sole discretion of the Company, any dividends accruing on the Senior Shares may be paid, in lieu of cash dividends, by the issuance of additional Senior Shares (including fractional Senior Shares) having an aggregate liquidation value at the time of such payment equal to the amount of the dividend to be paid; provided, that if the Company pays less than the total amount of dividends then accrued on the Senior Preferred Stock in the form of additional Senior Shares, such payment in Senior Shares shall be made pro rata to the holders of Senior Shares based upon the aggregate accrued but unpaid dividends on the Senior Shares held by each such holder.

        Mandatory Redemption.    On the earliest of (x) December 22, 2009, (y) the date of consummation of a change in control as defined in the Certificate of Designation for the Series C Senior Preferred Stock and (z) six months after the date of consummation of an initial public offering (the "Scheduled Redemption Date"), the Company is required to redeem all issued and outstanding Senior Shares, at a price per Senior Share equal to the liquidation value of $25,000 (plus all accumulated, accrued and unpaid dividends thereon).

F-23

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(9)    Mandatorily Redeemable Preferred Stock (Continued)

        Optional Redemption.    The Company may at any time, except within ninety days prior to the date of consummation of an initial public offering, redeem all or any portion of the Series C Senior Preferred Stock then outstanding at a price per Series C Senior Share equal to the optional redemption prices (expressed as percentages of liquidation value thereof) set forth below plus all accumulated, accrued and unpaid dividends thereon, if any, to the applicable redemption date, if redeemed during the 12-month period beginning on December 22 in the years indicated below:

Year	Percentage
1999	107	%
2000	106	%
2001	105	%
2002	104	%
2003	103	%
2004	102	%
2005	101	%
2006 and thereafter	100	%

        Notwithstanding the foregoing sentence and subject to the rights of the holders of Senior Shares described below with respect to conversion, upon the consummation at any time of an initial public offering, the Company may redeem all or any portion of the Series C Senior Preferred Stock then outstanding at a price per Senior Share equal to the liquidation value thereof (plus all accumulated, accrued and unpaid dividends thereon).

        For each Senior Share which is to be redeemed, the Company will be obligated on the redemption date to pay to the holder thereof an amount in immediately available funds (or other assets of the Companys resulting from a change in control in the case of a redemption pursuant to a change in control) equal to the liquidation value thereof (plus all accumulated, accrued and unpaid dividends thereon).

        Optional Conversion.    Upon the consummation of an initial public offering (the "Conversion Event"), each Senior Share shall, at the one-time option of the holder of such Senior Share, be converted (and the rights of the holder of the Senior Shares shall cease) into a number of shares of the Company's Common Stock equal to the (i) liquidation value of such Senior Share as of the date of such Conversion Event (plus all accumulated, accrued and unpaid dividends thereon) divided by (ii) the price at which each share of Common Stock is concurrently sold in such initial public offering.

        Warrants.    The holders of Senior Shares received warrants exercisable to purchase an aggregate of 16,429.86 shares of Common Stock, with an exercise price of $0.01 per share and an expiration date of December 22, 2009. The fair value of the warrants granted during 1999 was $10 on the date of issuance using the Black Scholes pricing model with the following weighted assumptions:

	2001
Expected dividend yield	0.0%
Risk-free interest rate	4.75%
Expected life	10 years
Expected annual volatility	67%

F-24

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(9)    Mandatorily Redeemable Preferred Stock (Continued)

        The warrants were accounted for as a discount of the mandatorily redeemable preferred stock and the accretion of such warrants are charged to net income available for common stockholders.

(10)    Capital Stock and Stock Option Plan

        1997 Incentive Stock Option Plan.    In 1997, the Company adopted the B&G Foods Holdings Corp. 1997 Incentive Stock Option Plan (the "Option Plan") for the Company's and its subsidiaries' key employees. The Option Plan authorizes for grant to key employees and officers options for up to 6,700 shares of Holding's common stock. The Option Plan authorizes the Company to grant either (i) options intended to constitute incentive stock options under the Internal Revenue Code of 1986 or (ii) non-qualified stock options. The Option Plan provides that it may be administered by the Company's Board of Directors or a committee designated by Companys' Board of Directors. The Company's Board of Directors has designated a committee comprised of Stephen C. Sherrill and Thomas J. Baldwin. Options granted under the Option Plan will be exercisable in accordance with the terms established by the Company's Board of Directors. Under the Option Plan, the Company's Board of Directors determines the exercise price of each option granted, which in the case of incentive stock options, cannot be less than fair value. All option grants have been made at fair value as determined by a third party valuation. Options will expire on the date determined by the Company's Board of Directors, which may not be later than the tenth anniversary of the date of grant. The options vest ratably over 5 years. During fiscal year 2001, options to purchase 700 shares of our common stock were granted to an executive of the Company. No other options were granted during fiscal year 2001 and no options were granted during fiscal 2002 or 2003. As of January 3, 2004, options to purchase 6,625 shares of our common stock, all of which were incentive stock options, had been granted since the inception of the Option Plan, and 75 additional shares were available for grant under the plan.

        Other Stock Options.    Pursuant to the terms of a license agreement between Emeril's Food of Love Productions, LLC ("EFLP") and B&G Foods, Inc. dated June 2000, the Company granted EFLP and William Morris Agency, Inc. 619 and 69 stock options, respectively. All such options are exercisable at a price of $10.00 per share of Common Stock, are fully vested and expire on June 9, 2010. The Company recorded the options at fair value and expensed such options in 2000.

        The per share weighted average fair value of stock options granted during 2001 was $8.33 on the date of grant using the Black Scholes option-pricing model with the following weighted assumptions:

	2001
Expected dividend yield	0.0%
Risk-free interest rate	4.9%
Expected life	10 years
Expected annual volatility	67%

F-25

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(10)    Capital Stock and Stock Option Plan (Continued)

        Stock option activity during the periods indicated is as follows:

		Number of shares	Option exercise price per share		Weighted-avg. exercise price per share
Options outstanding at December 30, 2000		6,613	$	10.00	$	10.00
	Granted	700		10.00		10.00
	Canceled	—		—		—
Options outstanding at December 29, 2001		7,313	$	10.00		10.00
	Granted	—		—		—
	Canceled	—		—		—
Options outstanding at December 28, 2002		7,313	$	10.00		10.00
	Granted	—		—		—
	Canceled	—		—		—
Options outstanding at January 3, 2004		7,313	$	10.00		10.00
Options exercisable at January 3, 2004		7,033	$	10.00		10.00

        At January 3, 2004, the exercise prices and weighted-average remaining contractual life of outstanding options were $10.00 per share and three to seven years, respectively.

        At December 28, 2002 and January 3, 2004, the number of options exercisable was 6,205 and 6,345, respectively, and the weighted-average exercise price of those options were $10.00 per share.

        Warrants.    As of January 3, 2004, the Company had issued and outstanding presently exercisable warrants to purchase an aggregate of 28,165.47 shares of Common Stock, with an exercise price of $0.01 per share and an expiration date of December 22, 2009.

F-26

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts)

(11)    Pension Benefits

        The Company has defined benefit pension plans covering substantially all of its employees. The benefits are based on years of service and the employee's compensation, as defined. The Company makes annual contributions to the plans equal to the maximum amount that can be deducted for income tax purposes. The following table sets forth our defined benefit pension plans' benefit obligation, fair value of plan assets and funded status recognized in the consolidated balance sheets:

	December 28, 2002			January 3, 2004
Change in benefit obligation:
Benefit obligation at beginning of period	$	9,415		$	11,366
Acquired plan		0			360
Amendment to plan		0			10
Actuarial gain		828			2,955
Service cost		716			985
Interest cost		667			832
Benefits paid		(260	)		(321	)
Benefit obligation at end of period		11,366			16,187
The accumulated benefit obligation at December 28, 2002 and January 3, 2004 was $8,708 and $12,333, respectively.
Change in plan assets:
Fair value of plan assets at beginning of period		5,740			6,790
Actual (loss) gain on plan assets		(70	)		914
Employer contributions		1,380			2,408
Benefits paid		(260	)		(321	)
Fair value of plan assets at end of period		6,790			9,791
Employer contributions and benefits paid in the above table include only those amounts contributed directly to, or paid directly from, plan assets.
Funded status		(4,576	)		(6,396	)
Unrecognized prior service cost		6			14
Unrecognized net actuarial loss		1,515			4,104
Accrued pension cost	$	(3,055	)	$	(2,278	)
Amount recognized in the consolidated balance sheets:
Accrued benefit cost at beginning of period	$	(3,545	)	$	(3,055	)
Acquired plan		0			360
Net periodic pension cost		890			1,271
Contributions		1,380			2,408
Accrued pension cost at end of period	$	(3,055	)	$	(2,278	)

F-27

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(11)    Pension Benefits (Continued)

Weighted-average assumptions as of December 28, 2002 and January 3, 2004
Discount rate	6.75	%	6.25	%
Rate of compensation increase	4.00	%	4.00	%
Expected long-term rate of return	7.25-8.25	%	6.50-8.25	%

        Net periodic cost includes the following components:

		Year ended									Thirteen Weeks Ended						Twenty-six Weeks Ended
		December 29, 2001			December 28, 2002			January 3, 2004			June 28, 2003			July 3, 2004			June 28, 2003			July 3, 2004
Service cost—benefits earned during the period		$	652		$	716		$	985		$	234		$	337		$	468		$	676
Interest cost on projected benefit obligation			601			667			832			206			257			412			517
Expected return on plan assets			(515	)		(503	)		(632	)		(158	)		(204	)		(316	)		(413	)
Net amortization and deferral			(53	)		10			86			21			46			42			93
	Net pension cost	$	685		$	890		$	1,271		$	303		$	436		$	606		$	873

        The asset allocation for the Company's pension plans at the end of 2002 and 2003, and the target allocation for 2004, by asset category, follows. The fair value of plan assets for these plans is $6,790 and $9,791 at the end of 2002 and 2003, respectively. The expected long-term rate of return on these plan assets was 8.25% in 2002 and 8.25% in 2003.

        The Company's pension plan assets are managed by outside investment managers; assets are rebalanced at the end of each quarter. The Company's investment strategy with respect to pension assets is to maximize return while protecting principal. The investment manager has the flexibility to adjust the asset allocation and move funds to the asset class that offers the most opportunity for investment returns.

			Percentage of Plan Assets at Year End
Asset Category	Target Allocation 2004
			2003		2002
Equity securities	62	%	88	%	39	%
Fixed income securities	37	%	7	%	40	%
Cash	1	%	5	%	21	%
Total	100	%	100	%	100	%

F-28

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(11)    Pension Benefits (Continued)

        Information about the expected cash flows for the pension plan follows:

	Pension Benefits
Company contribution
2004	$	1,300
Expected Benefit Payments
2004	$	353
2005		405
2006		439
2007		557
2008		617
2009-2013		4,627

        The Company sponsors a defined contribution plan covering substantially all of its employees. Employees may contribute to this plan and these contributions are matched at varying amounts by the Company. Contributions for the matching component of this plan amounted to $453, $523 and $587 for fiscal 2001, fiscal 2002 and fiscal 2003, respectively.

        Pension expense relating to a multi-employer pension plan amounted to $390, $459 and $559 for the fiscal 2001, fiscal 2002 and fiscal 2003, respectively.

(12)    Related-Party Transactions

        The Company is party to a management agreement (the "Management Agreement") with Bruckmann, Rosser, Sherrill & Co., Inc. ("BRS & Co."), the manager of BRS, pursuant to which BRS & Co. is paid an annual fee of $500 per year for certain management, business and organizational strategy, and merchant and investment banking services. The Management Agreement will expire on the earlier of December 27, 2006 and the date that BRS owns less than 20% of the outstanding common stock of the Company.

        The Company is also party to a transaction services agreement pursuant to which BRS & Co. will be paid a transaction fee for management, financial and other corporate advisory services rendered by BRS & Co. in connection with acquisitions by the Company, which fee will not exceed 1.0% of the total transaction value. In connection with the Ortega Acquisition, the Company paid transaction fees to BRS aggregating $1,000. The Company recorded such transaction fees as part of the Ortega Purchase Price. No such fees were paid in fiscal years 2001 and 2002.

        As described in Note 5, the Company leases a manufacturing and warehouse facility from the Chairman of the Board of Directors of the Company.

        "Due to related party" at December 28, 2002 and January 3, 2004 includes management fees to BRS.

F-29

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(13)    Commitments and Contingencies

        On January 17, 2001, the Company became aware that fuel oil from its underground storage tank at its Roseland, New Jersey facility had been released into the ground and into a brook adjacent to such property. Since January 17, 2001, together with the Company's environmental services firms, B&G has worked to clean-up the oil in cooperation with the New Jersey Department of Environmental Protection ("NJDEP"). After completion of the work the Company submitted the findings to the NJDEP along with recommendations for no further action. The NJDEP responded that additional investigation was required before it could agree to the no further action recommendations. The additional work has been conducted and the Company is awaiting the NJDEP's response. While the NJDEP could assert that more work is required, the cost of such work is not expected to have a material adverse effect on B&G's consolidated financial condition, results of operations or liquidity. The Company recorded a charge of $1,100 in the first quarter of fiscal 2001 to cover the expected cost of the clean-up. In the third quarter of fiscal 2001, B&G received an insurance reimbursement of $200 and accrued an additional $100 for certain remaining miscellaneous expenses. Management believes that substantially all estimated expenses relating to this matter have been incurred and paid as of January 3, 2004. At December 28, 2002 there was $100 accrued related to this matter.

        In January 2002, the Company was named as a third-party defendant in an action regarding environmental liability under the Comprehensive Environmental Response, Compensation and Liability Act, or Superfund, for alleged disposal of waste by White Cap Preserves, an alleged predecessor of the Company, at the Combe Fill South Landfill, a Superfund site. In February 2003, B&G paid $100 in settlement of all asserted claims arising from this matter, and in March 2003, a bar order was entered by the United States District Court for the District of New Jersey protecting B&G, subject to a limited re-opener clause, from any claims for contribution, natural resources damages and certain other claims related to the action until such time that the litigation is dismissed. The $100 and a portion of the legal fees were reimbursed by the purchaser of White Cap Preserves pursuant to an indemnity wherein they acquired that liability.

        The Company is involved in various other claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these other matters will not have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity.

        The Company is subject to environmental regulations in the normal course of business. Management believes that the cost of compliance with such regulations will not have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity.

        On January 3, 2004 and July 3, 2004 (unaudited), the Company had purchase commitments with various suppliers to purchase certain raw materials in the aggregate amount of approximately $8,926 and $10,566, respectively. Management believes that all such commitments will be fulfilled within one year.

F-30

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 28, 2002 and January 3, 2004
(Dollars in thousands, except per share amounts) (Continued)

(14)    Quarterly Financial Data (unaudited)

		First Quarter			Second Quarter		Third Quarter			Fourth Quarter		Year
Net sales
	2003	$	67,454		$	76,369	$	83,310		$	101,223	$	328,356
	2002	$	66,210		$	77,850	$	70,900		$	78,717	$	293,677
Gross profit
	2003	$	20,066		$	23,507	$	26,085		$	32,524	$	102,182
	2002	$	20,705		$	24,274	$	22,197		$	22,794	$	89,970
Net income available to common stockholders
	2003	$	(1,047	)	$	742	$	(154	)	$	2,291	$	1,832
	2002	$	124		$	1,812	$	886		$	684	$	3,506
Basic net (loss) income available to common stockholders per common share
	2003	$	(9.92	)	$	7.03	$	(1.46	)	$	21.71	$	17.36
	2002	$	1.18		$	17.18	$	8.40		$	6.47	$	33.23
Diluted net (loss) income available to common stockholders per common share
	2003	$	(9.92	)	$	5.26	$	(1.46	)	$	16.25	$	12.99
	2002	$	0.88		$	12.85	$	6.28		$	4.86	$	24.87

F-31

Schedule II

B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES

Schedule of Valuation and Qualifying Accounts

(Dollars in thousands)

Column A	Column B		Column C				Column D			Column E
			Additions
Description	Balance at beginning of period		Charged to costs and expenses		Charged to other accounts—describe		Deductions—describe			Balance at end of period
Year ended December 29, 2001:
Allowance for doubtful accounts	$	465	$	118	$	—	$	128	(a)	$	455
Environmental reserves		—	$	1,200		—	$	1,120	(b)	$	80
Year ended December 28, 2002:
Allowance for doubtful accounts	$	455	$	84		—	$	75	(a)	$	464
Environmental reserves	$	80	$	100		—	$	80	(c)	$	100
Year ended January 3, 2004:
Allowance for doubtful accounts	$	464	$	711		—	$	649	(a)	$	526
Environmental reserves	$	100	$	—		—	$	100	(c)	$	—

(a)

Represents bad-debt write-offs.

(b)

Represents payments of $870 and an insurance reimbursement of $250.

(c)

Represents payments.

F-32

INDEPENDENT AUDITORS REPORT

The Board of Directors
Nestlé Prepared Foods Company:

        We have audited the accompanying Statement of Net Assets Sold as of December 31, 2002 and the related Statement of Direct Revenue and Direct Expenses for the year ended December 31, 2002 of The Ortega Brand of Business ("Ortega"). These financial statements are the responsibility of Nestlé Prepared Foods Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

        We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        The accompanying financial statements were prepared to present the assets sold and the liabilities assumed pursuant to the Asset Purchase Agreement (the "Agreement") between Nestlé Prepared Foods Company, Ortega Holdings Inc. (formerly known as O Brand Acquisition Corp.) and B&G Foods, Inc. as described in note 2, and the direct revenue and direct expenses of Ortega, and are not intended to be a complete presentation of Ortega's financial position, results of operations, or cash flows.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets sold of Ortega as of December 31, 2002, and Ortega's direct revenue and direct expenses for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America.

        As discussed in note 2 to the financial statements, Ortega restated its statement of net assets sold as of December 31, 2002.

/s/  KPMG LLP    

Short Hills, New Jersey
October 10, 2003, except as to
the second paragraph
of note 2, which is as of
November 7, 2003

F-33

THE ORTEGA BRAND OF BUSINESS

Statements of Net Assets Sold

December 31, 2002
(Dollars in Thousands)

			Dec. 31, 2002		June 30, 2003
					(unaudited)
Assets:
	Inventory		$	6,347	$	6,658
	Property, Plant & Equipment, net			7,094		6,525
		Total Assets	$	13,441	$	13,183
Liabilities:
	Accrued Liabilities		$	2,157	$	1,660
		Total Liabilities		2,157		1,660
		Net Assets Sold	$	11,284	$	11,523

See accompanying Notes to the Financial Statements.

F-34

THE ORTEGA BRAND OF BUSINESS

Statements of Direct Revenue and Direct Expenses

Year Ended December 31, 2002
(Dollars in Thousands)

		Year Ended Dec. 31, 2002		Six Months Ended June 30, 2002		Six Months Ended June 30, 2003
				(unaudited)		(unaudited)
Direct Revenue, net		$	77,453	$	38,069	$	37,479
Direct Sales Commissions			1,790		451		1,273
Direct Cost of Sales			41,220		20,825		19,681
Direct Transportation			4,612		2,098		2,115
	Margin Contribution		29,831		14,695		14,410
Direct Marketing and Other Expenses			10,563		4,196		5,875
	Product Contribution		19,268		10,499		8,535
Direct Fixed Distribution			2,498		1,185		1,125
Direct Selling, Administrative and Other			7,663		3,746		4,153
Excess of Direct Revenue over Direct Expenses		$	9,107	$	5,568	$	3,257

See accompanying Notes to the Financial Statements.

F-35

THE ORTEGA BRAND OF BUSINESS
Notes to Financial Statements
(Dollars in Thousands)
December 31, 2002
(Information as of June 30, 2003 and for the six months ended
June 30, 2002 and June 30, 2003 is unaudited)

(1)    Background

        The Ortega brand of business ("Ortega") of Nestlé Prepared Foods Company (the "Seller") and certain of its affiliates (together with the Seller, "Nestlé") is a leading manufacturer of shelf-stable Mexican food products for the retail and foodservice markets in the United States of America. Ortega's products include taco shells, seasonings, dinner kits, taco sauce, peppers, refried beans, salsa and related Mexican food products sold under the Ortega brand.

        On July 29, 2003, B&G Foods, Inc. ("B&G") and Ortega Holdings Inc. (formerly known as O Brand Acquisition Corp.), a wholly-owned subsidiary of B&G (the "Buyer"), entered into an asset purchase agreement (the "Agreement") with the Seller, pursuant to which the Buyer purchased certain assets and assumed certain liabilities of Nestlé pertaining to the Ortega brand of Mexican food products and the Stoughton, Wisconsin manufacturing facility. This transaction was consummated on August 21, 2003. Excluded from the sale were the Ortega lines of cheese sauces, dipping cups and the Ortega ¡Amigo! dispensing units sold into the foodservice and club channels which Nestlé will continue to sell under the Ortega brand through a transitional license. Prior to this transaction, the Ortega business was operated as a part of Nestlé. During the year ended December 31, 2002, approximately 87% of Ortega sales were to retail customers with the remaining 13% to customers in the foodservice channel.

(2)    Basis of Presentation

        The Statement of Net Assets Sold and the Statement of Direct Revenue and Direct Expenses consist of account balances specifically identified by Nestlé's management. The accompanying financial statements were prepared to present only certain assets sold to and liabilities assumed by B&G pursuant to the Agreement and revenue and expenses related to the Ortega branded products of Nestlé. While these financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, they are not intended to be a complete presentation of the assets, liabilities, revenue and expenses of the Ortega brand of business.

        The Company has restated its statements of net assets sold at June 30, 2003 (unaudited) and December 31, 2002, to reflect a reduction of inventory in the amount of $1,618 and $2,139, respectively. This reduction was due to certain inventory at these respective dates that was held at a supplier and owned by the supplier, but was included in inventory when the Ortega account balances were identified by Nestle's management when preparing the statements of net assets sold for Ortega which were included in the Form 8-K/A filed by B&G Foods, Inc. with the Securities and Exchange Commission on October 20, 2003. The reduction of inventory had no effect on the accompanying statements of direct revenue and direct expenses of Ortega for the six month periods ended June 30, 2003 (unaudited) and 2002 (unaudited) and the year ended December 31, 2002 as Nestle also recorded an offsetting liability, which was not an assumed liability in the Agreement, in an amount equal to such inventory, and no amounts were recorded that effected Ortega's results of operations until such time that the products were shipped to third party customers.

        Nestlé does not account for Ortega as a separate entity. Accordingly, the information included in the accompanying financial statements has been obtained from Nestlé's consolidated financial records.

F-36

THE ORTEGA BRAND OF BUSINESS
Notes to Financial Statements
(Dollars in Thousands)
December 31, 2002
(Information as of June 30, 2003 and for the six months ended
June 30, 2002 and June 30, 2003 is unaudited) (Continued)

(2)    Basis of Presentation (Continued)

The financial statements include allocations as discussed in note 3. Nestlé's management believes that the allocations are reasonable; however, these allocated expenses are not necessarily indicative of costs that would have been incurred by Ortega on a stand-alone basis, since certain other expenses, as discussed in note 3, are incurred for services provided to, or on behalf of, Ortega that are not included in the accompanying financial statements. Tax expense has not been included in the Statement of Direct Revenue and Direct Expenses, as this expense is not specifically identifiable to Ortega.

        The Statement of Net Assets Sold includes only those assets and liabilities that are included in the Agreement. Additionally, the Statement of Direct Revenue and Direct Expenses excludes the results of discontinued operations, namely a frozen line of Ortega products that was launched in 1999 and subsequently discontinued in 2002.

        Under Nestlé's centralized cash management system, cash requirements of Ortega are provided directly by Nestlé, and cash generated by Ortega is remitted directly to Nestlé. Transaction systems (e.g., payroll, employee benefits, accounts receivable, accounts payable) used to record and account for cash transactions are provided by centralized company organizations outside the defined scope of the Ortega business. Most of the corporate systems are not designed to track assets/liabilities and receipts/payments on a product specific basis. Given these constraints, and the fact that only certain assets and liabilities of Ortega have been sold, a statement of cash flows could not be prepared.

(3)    Significant Accounting Policies

(a)

Revenue Recognition

        Revenue is recognized when the products are shipped and when the risks and rewards of ownership of the goods have been transferred to the buyer. Direct revenue represents the sale of products, net of sales rebates and an estimate of product returns. Volume, promotional, price, cash and other discounts and customer incentives are accounted for as a reduction of revenue in accordance with Emerging Issues Task Force ("EITF") No. 01-09, "Accounting for the Consideration Given by a Vendor to a Customer."

(b)

Direct Cost of Sales

        Direct cost of sales includes all variable and fixed costs associated with producing the product, including raw materials, packaging supplies, direct labor, indirect labor, the cost of goods purchased from third parties and fixed factory overheads including depreciation.

(c)

Direct Marketing and Other Expenses

        Direct marketing expenses represent all non-trade promotion marketing, which includes media advertising, fixed promotions and market research. Other expenses primarily include packaging design costs, product donations and plant trials. Direct marketing and other expenses includes allocated overhead expenses of $43, $173, and $359 for the six-month periods ended June 30, 2003 (unaudited) and June 30, 2002 (unaudited) and the year ended December 31, 2002, respectively. Direct marketing

F-37

THE ORTEGA BRAND OF BUSINESS
Notes to Financial Statements
(Dollars in Thousands)
December 31, 2002
(Information as of June 30, 2003 and for the six months ended
June 30, 2002 and June 30, 2003 is unaudited) (Continued)

(3)    Significant Accounting Policies (Continued)

and other expenses are allocated based on an estimate of the sales of Ortega compared to the combined total sales of the Seller and Nestlé USA, Inc. ("Nestlé USA"), an affiliate of the Seller.

(d)

Direct Fixed Distribution

        Direct fixed distribution expenses represent costs associated with the operation of Nestlé's centralized distribution facilities, including storage and handling, facility-related inventory management and order entry systems and related corporate administrative support services. Direct fixed distribution includes $281, $345, and $728 of allocated overhead costs for the six-month periods ended June 30, 2003 (unaudited) and June 30, 2002 (unaudited), and the year ended December 31, 2002, respectively, allocated to Ortega based on an estimate of the sales of Ortega compared to the combined total sales of the Seller and Nestlé USA.

(e)

Direct Selling, Administrative and Other Expenses

        Direct selling, administrative and other expenses are either specifically identifiable to Ortega, or are allocated to Ortega based on an estimate of the sales of Ortega compared to the combined total sales of the Seller and Nestlé USA. Direct selling, administrative and other expenses includes allocated overhead expenses of $2,819, $2,288, and $4,696 for the six-month periods ended June 30, 2003 (unaudited) and June 30, 2002 (unaudited), and the year ended December 31, 2002, respectively. Such allocated expenses represent those charges that are attributable to Ortega, and include Nestlé's related expenses, such as employee benefits, human resources, management information systems, finance and selling and other general and administrative expenses. Certain other expenses that are provided to Ortega by Nestlé but are not directly attributable or specifically identifiable to Ortega have been excluded from the allocation of direct selling, administrative and other expenses in the accompanying financial statements. These expenses primarily include Nestlé's corporate-related costs such as executive compensation, corporate identity promotional costs, training and conference center costs, derivative valuations, and general corporate expenses.

(f)

Inventory

        Finished goods inventories are stated at the lower of cost or market, with cost being determined using the average cost and first-in, first-out methods. Raw material inventories are stated at actual cost.

(g)

Property, Plant and Equipment, net

        Property, plant and equipment are stated at cost, net of accumulated depreciation directly related to the assets. Alterations and major overhauls that extend the lives or increase the capacity of the assets are capitalized. Ordinary repairs and maintenance are charged to operating costs. Depreciation is computed using the straight-line method over the estimated useful lives. Land is not depreciated.

F-38

THE ORTEGA BRAND OF BUSINESS
Notes to Financial Statements
(Dollars in Thousands)
December 31, 2002
(Information as of June 30, 2003 and for the six months ended
June 30, 2002 and June 30, 2003 is unaudited) (Continued)

(3)    Significant Accounting Policies (Continued)

        The rates of depreciation used are based on the following useful lives:

Land improvements	20 to 40 years
Buildings	10 to 50 years
Plant and machinery	5 to 17 years
Tools, furniture, and sundry	2 to 10 years
Vehicles	3 years
Information technology equipment	5 years

        When properties are retired or otherwise disposed of, related cost and accumulated depreciation are removed from the accounts. Any related gain or loss has been excluded from the Statement of Direct Revenue and Direct Expenses.

(h)

Use of Estimates

        The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Actual results could differ from these estimates. In addition, these financial statements include allocations and estimates that are not necessarily indicative of the costs and expenses that would have resulted if Ortega had been operated as a separate entity, or the future results of Ortega.

(4)    Inventory

        Inventory is as follows:

		December 31, 2002		June 30, 2003
				(unaudited)
Raw Materials		$	885	$	692
Finished Goods			5,462		5,966
	Total Inventory	$	6,347	$	6,658

F-39

THE ORTEGA BRAND OF BUSINESS
Notes to Financial Statements
(Dollars in Thousands)
December 31, 2002
(Information as of June 30, 2003 and for the six months ended
June 30, 2002 and June 30, 2003 is unaudited) (Continued)

(5)    Property, Plant and Equipment, net

        Property, plant and equipment are summarized as follows:

		December 31, 2002
Land		$	130
Buildings			2,516
Plant and Machinery			11,233
Furniture and Equipment			181
Vehicles			17
Information Technology Equipment			379
			14,456
Less Accumulated Depreciation			(7,362	)
	Property, Plant & Equipment, net	$	7,094

(6)    Accrued Liabilities

        Accrued liabilities are as follows:

		December 31, 2002		June 30, 2003
				(unaudited)
Accrued Sick Leave & Vacation		$	163	$	179
Accrued Broker Commissions			419		292
Accrued Coupon Redemption			1,387		978
Accrued Freight			188		211
	Total Accrued Liabilities	$	2,157	$	1,660

(7)    Commitments and Contingencies

        From time to time, Nestlé is involved in litigation arising from its ordinary course of business. Such litigation, as defined in the Agreement, is the responsibility of Nestlé.

        Ortega does not have any material commitments or contingencies.

F-40

$200,000,000

% Senior Notes
due 2011

PROSPECTUS
                         , 2004

Sole Book-Running Manager

LEHMAN BROTHERS

RBC CAPITAL MARKETS

CREDIT SUISSE FIRST BOSTON

BNY CAPITAL MARKETS, INC.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

        The expenses to be paid by our company in connection with the distribution of the securities being registered are as follows:

		Amount (1)
Securities and Exchange Commission Registration Fee		$	94,645
National Association of Securities Dealers, Inc. filing fee			30,500
American Stock Exchange Listing Fee			60,000
Accounting Fees and Expenses			1,600,000
Legal Fees and Expenses			3,250,000
Transfer Agent and Registrar Fees and Expenses			0
Printing and Engraving Expenses			2,500,000
Miscellaneous Fees and Expenses			964,855
	Total	$	8,500,000

(1)

All amounts are estimates except the SEC filing fee, the National Association of Securities Dealers, Inc. filing fee and the American Stock Exchange listing fee.

Item 14. Indemnification of Directors and Officers

        Under Section 145 of the Delaware General Corporation Law B&G Foods may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of B&G Foods) by reason of the fact that such person is or was a director, officer, employee, or agent of B&G Foods, or is or was serving at the request of B&G Foods as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of B&G Foods, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful.

        In addition, under Section 145 B&G Foods may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of B&G Foods to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of B&G Foods, or is or was serving at the request of B&G Foods as a director, officer, employee or agent of B&G Foods, or is or was serving at the request of B&G Foods as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of B&G Foods and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to B&G Foods unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

II-1

        Section 145 also provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or defense of any claim issue or matter therein, such person shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by such person in connection therewith.

        Furthermore, Section 145 provides that nothing in the above-described provisions shall be deemed exclusive of any other rights to indemnification or advancement of expenses to which any person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

        Under Section 102(b)(7) of the Delaware General Corporation Law B&G Foods may in its certificate of incorporation eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability: (i) for any breach of the director's duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the Delaware General Corporation Law (pertaining to certain prohibited acts including unlawful payment of dividends or unlawful purchase or redemption of the corporation's capital stock); or (iv) for any transaction from which the director derived an improper personal benefit.

        Our certificate of incorporation provides that our directors shall be entitled to the benefits of all limitations on the liability of directors generally permissible under Delaware law and that we shall indemnify all persons whom we are permitted to indemnify to the full extent permitted under Section 145 of the Delaware General Corporation Law.

        In addition, our bylaws provide for the indemnification of our directors and officers to the fullest extent permitted under Delaware law as in effect from time to time and by our certificate of incorporation.

Item 15. Recent Sales of Unregistered Securities

        In the three years prior to the filing of this registration statement, we or B&G Foods issued and sold the following unregistered securities:

Preferred Stock and Options for Common Stock.

        On October 1, 2001, we issued and sold 3,000 shares of our common stock and 20 shares of our 13% Series A Cumulative Preferred Stock to one of our officers for an aggregate purchase price of $50,000. These sales were made in reliance on Section 4(2) of the Securities Act.

        On October 1, 2001, we issued options to purchase 700 shares of our common stock at an exercise price of $10.00 per share to one of our officers under our 1997 Incentive Stock Option Plan. This issuance was made in reliance on Rule 701 promulgated under the Securities Act.

        The issuances of the securities in the transactions above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act promulgated thereunder as transactions by an issuer not involving a public offering, where the purchaser represented his intention to acquire the securities for investment only and not with a view to distribution, or Rule 701 promulgated under the Securities Act as transactions pursuant to a compensatory benefit plan or a written contract relating to compensation. All recipients either received adequate information about us or had access, through employment or other relationships, to such information.

        Appropriate legends, setting forth that the securities had not been registered and the applicable restrictions on transfer, were affixed to the stock certificates issued in the above transactions. No underwriters were employed in any of the above transactions.

II-2

Senior Subordinated Notes.

        On March 7, 2002 B&G Foods issued and sold an additional $100.0 million aggregate principal amount of its 9⁵/8% Senior Subordinated Notes due 2007 to repay existing indebtedness and pay related fees and expenses. The senior subordinated notes were sold to certain initial purchasers pursuant to the exemption from registration provided by Section 4(2) of the Securities Act. The initial purchasers resold the senior subordinated notes to qualified institutional buyers pursuant to Rule 144A of the Securities Act. In connection with that sale, B&G Foods agreed to complete an exchange offer for the senior subordinated notes. Pursuant to the Registration Rights Agreement, B&G Foods offered to exchange $220.0 million aggregate principal amount of its new 9⁵/8% senior subordinated notes due 2007, the issuance of which were registered under the Securities Act, for $120.0 million aggregate principal amount of its registered senior subordinated notes and $100.0 million aggregate principal amount of its newly privately placed senior subordinated notes. The exchange offer was completed on June 27, 2002.

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits.

1.1	Form of Underwriting Agreement for Enhanced Income Securities (or EISs).**
1.2	Form of Underwriting Agreement for Separate Senior Subordinated Notes.**
1.3	Form of Underwriting Agreement for Senior Notes.**
2.1	Stock Purchase Agreement dated July 2, 1998 by and among BGH Holdings, Inc., Maple Grove Farms of Vermont, Inc., Up Country Naturals of Vermont, Inc., Les Produits Alimentaires Jacques et Fils Inc., William F. Callahan and Ruth M. Callahan. (Filed with the Securities and Exchange Commission as Exhibit 2.1 to Commission Filing No. 333-39813 on August 3, 1998 and incorporated herein by reference)
2.2	Asset Purchase Agreement dated as of January 12, 1999 by and among Polaner, Inc. (f.k.a. Roseland Distribution Company), International Home Foods, Inc. and M. Polaner, Inc. (Filed with the Securities and Exchange Commission as Exhibit 1 to our company's report on Form 8-K filed February 19, 1999 and incorporated herein by reference)
2.3	Asset and Stock Purchase Agreement dated as of January 28, 1999 by and among The Pillsbury Company, Indivined B.V., IC Acquisition Company, Heritage Acquisition Corp. and, as guarantor, B&G Foods, Inc. (Filed as Exhibit 2.1 to our company's report on Form 8-K filed April 1, 1999 and incorporated herein by reference)
2.4	Asset Purchase Agreement dated as of July 29, 2003 by and among Nestlé Prepared Foods Company (formerly known as Nestlé USA — Prepared Foods Division, Inc.), Ortega Holdings Inc. (formerly known as O Brand Acquisition Corp.) and B&G Foods, Inc. (Filed with the Securities and Exchange Commission as Exhibit 2.1 to the Company's Report on Form 8-K filed August 22, 2003 and incorporated herein by reference)
2.5	Intellectual Property Purchase Agreement dated as of August 21, 2003 between Société des Produits Nestlé S.A., Nestec Ltd., and O Brand Acquisition Corp.**
3.1	Form of Amended and Restated Certificate of Incorporation of B&G Foods, Inc. (following the consummation of the merger of B&G Foods, Inc. with and into B&G Foods Holdings Corp.)
3.2	Form of Amended and Restated Bylaws of B&G Foods, Inc. (following the consummation of the merger of B&G Foods, Inc. with and into B&G Foods Holdings Corp.)
3.3	Certificate of Incorporation of B&G Foods, Inc. (Filed with the Securities and Exchange Commission as Exhibit 3.1 to Amendment No. 1 to Registration Statement No. 333-39813 on January 14, 1998 and incorporated herein by reference)
3.4	Bylaws of B&G Foods, Inc. (Filed with the Securities and Exchange Commission as Exhibit 3.2 to Amendment No. 1 to Registration Statement No. 333-39813 on January 14, 1998 and incorporated herein by reference)

II-3

3.5	Certificate of Incorporation of BGH Holdings, Inc. (Filed with the Securities and Exchange Commission as Exhibit 3.3 to Amendment No. 1 to Registration Statement No. 333-39813 on January 14, 1998 and incorporated herein by reference)
3.6	Bylaws of BGH Holdings, Inc. (Filed with the Securities and Exchange Commission as Exhibit 3.4 to Amendment No. 1 to Registration Statement No. 333-39813 on January 14, 1998 and incorporated herein by reference)
3.7	Certificate of Incorporation of Maple Grove Farms of Vermont, Inc. (Filed with the Securities and Exchange Commission as Exhibit 3.5 to Amendment No. 1 to Registration Statement No. 333-86062 on May 9, 2002 and incorporated herein by reference)
3.8	Bylaws of Maple Grove Farms of Vermont, Inc. (Filed with the Securities and Exchange Commission as Exhibit 3.6 to Amendment No. 1 to Registration Statement No. 333-86062 on May 9, 2002 and incorporated herein by reference)
3.9	Certificate of Incorporation of Trappey's Fine Foods, Inc. (Filed with the Securities and Exchange Commission as Exhibit 3.7 to Amendment No. 1 to Registration Statement No. 333-39813 on January 14, 1998 and incorporated herein by reference)
3.10	Bylaws of Trappey's Fine Foods, Inc. (Filed with the Securities and Exchange Commission as Exhibit 3.8 to Amendment No. 1 to Registration Statement No. 333-39813 on January 14, 1998 and incorporated herein by reference)
3.11	Certificate of Incorporation for Bloch & Guggenheimer, Inc. (Filed with the Securities and Exchange Commission as Exhibit 3.9 to Amendment No. 1 to Registration Statement No. 333-39813 on January 14, 1998 and 63 incorporated herein by reference)
3.12	Bylaws of Bloch & Guggenheimer, Inc. (Filed with the Securities and Exchange Commission as Exhibit 3.10 to Amendment No. 1 to Registration Statement No. 333-39813 on January 14, 1998 and incorporated herein by reference)
3.13	Certificate of Incorporation of Ortega Holdings Inc. (formerly known as O Brand Acquisition Corp.). (Filed with the Securities and Exchange Commission as Exhibit 3.1 to Current Report on Form 8-K on November 13, 2003 and incorporated herein by reference)
3.14	Bylaws of Ortega Holdings Inc. (formerly known as O Brand Acquisition Corp.). (Filed with the Securities and Exchange Commission as Exhibit 3.2 to Current Report on Form 8-K on November 13, 2003 and incorporated herein by reference)
3.15	Certificate of Incorporation of Les Produits Alimentaires Jacques Et Fils, Inc. (Filed with the Securities and Exchange Commission as Exhibit 3.13 to Amendment No. 1 to Registration Statement No. 333-86062 on May 9, 2002 and incorporated herein by reference)
3.16	Bylaws of Les Produits Alimentaires Jacques Et Fils, Inc. (Filed with the Securities and Exchange Commission as Exhibit 3.14 to Amendment No. 1 to Registration Statement No. 333-86062 on May 9, 2002 and incorporated herein by reference)
3.17	Certificate of Incorporation of Polaner, Inc. (f.k.a. Roseland Distribution Company). (Filed with the Securities and Exchange Commission as Exhibit 3.15 to Amendment No. 1 to Registration Statement No. 333-39813 on January 14, 1998 and incorporated herein by reference)
3.18	Bylaws of Polaner, Inc. (f.k.a. Roseland Distribution Company). (Filed with the Securities and Exchange Commission as Exhibit 3.16 to Amendment No. 1 to Registration Statement No. 333-39813 on January 14, 1998 and incorporated herein by reference)
3.19	Certificate of Incorporation of Heritage Acquisition Corp. (Filed with the Securities and Exchange Commission as Exhibit 3.17 to Amendment No. 1 to Registration Statement No. 333-86062 on May 9, 2002 and incorporated herein by reference)
3.20	Bylaws of Heritage Acquisition Corp. (Filed with the Securities and Exchange Commission as Exhibit 3.18 to Amendment No. 1 to Registration Statement No. 333-86062 on May 9, 2002 and incorporated herein by reference)
3.21	Declaration of Trust of William Underwood Company. (Filed with the Securities and Exchange Commission as Exhibit 3.19 to Amendment No. 1 to Registration Statement No. 333-86062 on May 9, 2002 and incorporated herein by reference)

II-4

3.22	Bylaws of William Underwood Company. (Filed with the Securities and Exchange Commission as Exhibit 3.20 to Amendment No. 1 to Registration Statement No. 333-86062 on May 9, 2002 and incorporated herein by reference)
4.1	Indenture dated as of August 11, 1997 between B&G Foods, Inc, BGH Holdings, Inc., RWBV Acquisition Corp., BRH Holdings, Inc., Bloch & Guggenheimer, Inc., Polaner, Inc. (f.k.a. Roseland Distribution Company), Burns & Ricker, Inc., Roseland Manufacturing, Inc., and RWBW Brands Company and The Bank of New York, as trustee. (Filed with the Securities and Exchange Commission as Exhibit 4.1 to Registration Statement No. 333-39813 on November 7, 1997 and incorporated herein by reference)
4.2	First Supplemental Indenture dated as of May 31, 2000 (to the Indenture dated as of August 11, 1997) between B&G Foods, Inc., BGH Holdings, Inc., RWBV Acquisition Corp., Bloch & Guggenheimer, Inc., Polaner, Inc. (f.k.a. Roseland Distribution Company), Burns & Ricker, Inc., Trappey's Fine Foods, Inc., Maple Grove Farms of Vermont, Inc., William Underwood Company, Heritage Acquisition Corp. and the Bank of New York. (Filed with the Securities and Exchange Commission as Exhibit 4.2 to Amendment No. 1 to Registration Statement No. 333-86062 on May 9, 2002 and incorporated herein by reference)
4.3	Second Supplemental Indenture dated as of February 28, 2002 (to the Indenture dated as of August 11, 1997) between B&G Foods, Inc., BGH Holdings, Inc., RWBV Acquisition Corp., Bloch & Guggenheimer, Inc., Polaner, Inc. (f.k.a. Roseland Distribution Company), Trappey's Fine Foods, Inc., Maple Grove Farms of Vermont, Inc., William Underwood Company, Heritage Acquisition Corp., Les Produits Alimentaires Jacques Et Fils, Inc. and the Bank of New York. (Filed with the Securities and Exchange Commission as Exhibit 4.3 to Amendment No. 1 to Registration Statement No. 333-86062 on May 9, 2002 and incorporated herein by reference)
4.4	Third Supplemental Indenture dated as of October 30, 2003 (to the Indenture dated as of August 11, 1997) between B&G Foods, Inc., BGH Holdings, Inc., Bloch & Guggenheimer, Inc., Polaner, Inc. (f.k.a. Roseland Distribution Company), Trappey's Fine Foods, Inc., Maple Grove Farms of Vermont, Inc., William Underwood Company, Heritage Acquisition Corp., Les Produits Alimentaires Jacques Et Fils, Inc., Ortega Holdings Inc. and the Bank of New York.**
4.5	Indenture dated as of March 7, 2002 between B&G Foods, Inc, BGH Holdings, Inc., RWBV Acquisition Corp., Bloch & Guggenheimer, Inc., Polaner, Inc., Maple Grove Farms of Vermont, Inc., Les Produits Alimentaires Jacques Et Fils, Inc., Heritage Acquisition Corp., Trappey's Fine Foods, Inc., William Underwood Company and The Bank of New York, as trustee. (Filed with the Securities and Exchange Commission as Exhibit 4.4 to Registration Statement No. 333-86062 on April 11, 2002 and incorporated herein by reference)
4.6	First Supplemental Indenture dated as of October 30, 2003 (to the Indenture dated March 7, 2002) between B&G Foods, Inc, BGH Holdings, Inc., Bloch & Guggenheimer, Inc., Polaner, Inc., Maple Grove Farms of Vermont, Inc., Les Produits Alimentaires Jacques Et Fils, Inc., Heritage Acquisition Corp., Trappey's Fine Foods, Inc., William Underwood Company, Ortega Holdings Inc. and The Bank of New York, as trustee.**
4.7	Form of 95/8% Senior Subordinated Notes due 2007. (Included in Exhibits 4.1 and 4.5)
4.8	Form of Indenture between B&G Foods, Inc. and The Bank of New York, as trustee, relating to the Senior Subordinated Notes due 2016.**
4.9	Form of Senior Subordinated Note (included in Exhibit 4.8).**
4.10	Form of Indenture between B&G Foods, Inc. and The Bank of New York, as trustee, relating to the Senior Notes due 2011.
4.11	Form of Senior Note (included in Exhibit 4.10).
4.12	Form of stock certificate for Class A common stock.
4.13	Form of Global Enhanced Income Security certificate.**
5.1	Form of Opinion from Dechert LLP regarding legality.
5.2	Form of Opinion from Lisman, Webster, Kirkpatrick & Leckerling, P.C. regarding legality.

II-5

8.1	Form of Opinion from Dechert LLP regarding tax matters.
10.1	Registration Rights Agreement dated as of August 11, 1997 by and among B&G Foods, Inc., the guarantors party thereto, Lehman Brothers, Inc. and Lazard Freres & Co., LLC. (Filed with the Securities and Exchange Commission as Exhibit 10.1 to Registration Statement No. 333-39813 on November 7, 1997 and incorporated herein by reference)
10.2	Purchase Agreement dated August 6, 1997 among B&G Foods, Inc., the Guarantors party thereto, Lehman Brothers, Inc., and Lazard Freres & Co., LLC. (Filed with the Securities and Exchange Commission as Exhibit 10.2 to Registration Statement No. 333-39813 on November 7, 1997 and incorporated herein by reference)
10.3	Guaranty dated as of January 12, 1999 of B&G Foods, Inc. in favor of International Home Foods, Inc. and M. Polaner, Inc. (Filed with the Securities and Exchange Commission as Exhibit 3 to the Company's Report on Form 8-K filed February 19, 1999 and incorporated herein by reference)
10.4	Amended and Restated Revolving Credit Agreement dated as of August 21, 2003 among B&G Foods Holdings Corp., B&G Foods, Inc., as borrower, the several banks and other financial institutions or entities from time to time parties thereto, Lehman Brothers Inc., as Arranger, Lehman Commercial Paper Inc., as Administrative Agent, and the Other Agents named therein. (Included in Exhibit 10.5, as further amended and restated as of September 9, 2003)
10.5	First Amendment dated as of September 9, 2003 to the Amended and Restated Revolving Credit Agreement, dated as of August 21, 2003, among B&G Foods Holdings Corp., B&G Foods, Inc., the several banks and other financial institutions or entities from time to time parties to the Revolving Credit Agreement, Lehman Brothers Inc., as arranger, Lehman Commercial Paper Inc., as administrative agent, and The Bank of New York, as the Existing Issuing Lender. (Filed with the Securities and Exchange Commission as Exhibit 10.1 to Current Report on Form 8-K on November 13, 2003 and incorporated herein by reference)
10.6	Amended and Restated Term Loan Agreement dated as of August 21, 2003 among B&G Foods Holdings Corp., B&G Foods, Inc., as borrower, the several banks and other financial institutions or entities from time to time parties thereto, Lehman Brothers Inc., as Arranger, Lehman Commercial Paper Inc., as Administrative Agent, and the Other Agents named therein. (Included in Exhibit 10.7, as further amended and restated as of September 9, 2003)
10.7	First Amendment dated as of September 9, 2003 to the Amended and Restated Term Loan Agreement, dated as of August 21, 2003, among B&G Foods Holdings Corp., B&G Foods, Inc., the several banks and other financial institutions or entities from time to time parties thereto, Lehman Brothers Inc., as arranger, and Lehman Commercial Paper Inc., as administrative agent. (Filed with the Securities and Exchange Commission as Exhibit 10.2 to Current Report on Form 8-K on November 13, 2003 and incorporated herein by reference)
10.8	Amended and Restated Guarantee and Collateral Agreement dated as of August 21, 2003 by B&G Foods Holdings Corp., B&G Foods, Inc., and certain of its subsidiaries in favor of Lehman Commercial Paper, Inc., as Administrative Agent. (Filed with the Securities and Exchange Commission as Exhibit 10.3 to Current Report on Form 8-K on November 13, 2003 and incorporated herein by reference)
10.9	Purchase Agreement dated as of March 4, 2002 between B&G Foods, Inc., BGH Holdings, Inc., RWBV Acquisition Corp., Bloch & Guggenheimer, Inc., Polaner, Inc., Trappey's Fine Foods, Inc., Maple Grove Farms of Vermont, Inc., Les Produits Alimentaires Jacques et Fils, Inc., Heritage Acquisition Corp., William Underwood Company and The Bank of New York. (Filed with the Securities and Exchange Commission as Exhibit 10.12 to Registration Statement No. 333-86062 on April 11, 2002 and incorporated herein by reference)

II-6

10.10	Registration Rights Agreement dated as of March 7, 2002 between B&G Foods, Inc., BGH Holdings, Inc., RWBV Acquisition Corp., Bloch & Guggenheimer, Inc., Polaner, Inc., Trappey's Fine Foods, Inc., Maple Grove Farms of Vermont, Inc., Les Produits Alimentaires Jacques et Fils, Inc., Heritage Acquisition Corp., William Underwood Company, Lehman Brothers Inc. and Fleet Securities, Inc. (Filed with the Securities and Exchange Commission as Exhibit 10.13 to Registration Statement No. 333-86062 on April 11, 2002 and incorporated herein by reference)
10.11	Form of Revolving Credit Agreement dated as of                    , 2004, between B&G Foods, Inc. and certain financial institutions as the lenders.
10.12	Form of Second Amended and Restated Securities Holders Agreement dated as of            , 2004, among B&G Foods, Inc. (formerly known as B&G Foods Holdings Corp.), Bruckmann, Rosser, Sherrill & Co., L.P., Canterbury Mezzanine Capital II, L.P., Protostar Equity Partners, L.P. and the Management Stockholders.
10.13	Agreement by and between Emeril's Food of Love Productions, L.L.C. and B&G Foods, Inc. dated June 9, 2000.**
10.14	Employment Agreement by and between David L. Wenner and B&G Foods, Inc.**
10.15	Employment Agreement by and between Robert C. Cantwell and B&G Foods, Inc.**
10.16	Employment Agreement by and between David H. Burke and B&G Foods, Inc.**
10.17	Employment Agreement by and between Albert J. Soricelli and B&G Foods, Inc.**
10.18	Employment Agreement by and between James H. Brown and B&G Foods, Inc.**
10.19	Form of Amended and Restated Transactions Services Agreement dated as of            , 2004 between Bruckmann, Rosser, Sherrill & Co., Inc., B&G Foods Holdings Corp. and B&G Foods, Inc.**
12.1	Computation of Ratio of Earnings to Fixed Charges.**
21.1	Subsidiaries of the Company and the additional registrants.**
23.1	Consent of KPMG LLP.
23.2	Consent of KPMG LLP.
23.3	Consent of Dechert LLP. (included in Exhibit 5.1)*
23.4	Consent of Lisman, Webster, Kirkpatrick & Leckerling, P.C. (included in Exhibit 5.2)*
23.5	Consent of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.
24.1	Power of attorney.**
25.1	Statement of eligibility and qualification of The Bank of New York on Form T-1, as Trustee for the Senior Subordinated Notes Indenture.**
25.2	Statement of eligibility and qualification of The Bank of New York on Form T-1, as Trustee for the Senior Notes Indenture.**
99.1	Consent to be named in registration statement.**

*

To be filed by amendment

**

Previously filed

(b) Financial Statement Schedules

        Schedule II B&G Foods, Inc. Schedule of Valuation and Qualifying Accounts

        Schedules not listed above are omitted because of the absence of the conditions under which they are required or because the information required by such omitted schedules is set forth in the financial statements or the notes thereto.

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Item 17. Undertakings

(A)

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(B)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. In the event that a claim for indemnification by the registrant against such liabilities, other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(C)

The undersigned registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-8

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Parsippany, State of New Jersey on October 6, 2004.

B&G FOODS HOLDINGS CORP.
By:	/s/  DAVID L. WENNER David L. Wenner President
B&G FOODS, INC. BGH HOLDINGS, INC. BLOCH & GUGGENHEMER, INC. HERITAGE ACQUISITION CORP. MAPLE GROVE FARMS OF VERMONT, INC. ORTEGA HOLDINGS INC. POLANER, INC. TRAPPEY'S FINE FOODS, INC. WILLIAM UNDERWOOD COMPANY
By:	/s/  DAVID L. WENNER David L. Wenner President

II-9

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

B&G FOODS HOLDINGS CORP.

Name	Title	Date
/s/  DAVID L. WENNER David L. Wenner	President and Director (Principal Executive Officer)	October 6, 2004
/s/  ROBERT C. CANTWELL Robert C. Cantwell	Executive Vice President of Finance and Chief Financial Officer (Principal Financial Officer and Accounting Officer)	October 6, 2004
* Thomas J. Baldwin	Director	October 6, 2004
* Stephen C. Sherrill	Director	October 6, 2004
* Nicholas B. Dunphy	Director	October 6, 2004

II-10

B&G FOODS, INC

Name	Title	Date
/s/  DAVID L. WENNER David L. Wenner	President and Director (Principal Executive Officer)	October 6, 2004
/s/  ROBERT C. CANTWELL Robert C. Cantwell	Executive Vice President of Finance and Chief Financial Officer (Principal Financial Officer and Accounting Officer)	October 6, 2004
* Thomas J. Baldwin	Director	October 6, 2004
* Alfred Poe	Director	October 6, 2004
* Stephen C. Sherrill	Director	October 6, 2004
* Leonard S. Polaner	Director	October 6, 2004
* William F. Callahan III	Director	October 6, 2004
* Nicholas B. Dunphy	Director	October 6, 2004
* James R. Chambers	Director	October 6, 2004

BGH HOLDINGS, INC.

Name	Title	Date
/s/  DAVID L. WENNER David L. Wenner	President (Principal Executive Officer)	October 6, 2004
/s/  ROBERT C. CANTWELL Robert C. Cantwell	Executive Vice President of Finance and Secretary (Principal Financial Officer and Accounting Officer)	October 6, 2004
* Stephen C. Sherrill	Director	October 6, 2004

II-11

BLOCH & GUGGENHEIMER, INC.

Name	Title	Date
/s/  DAVID L. WENNER David L. Wenner	President (Principal Executive Officer)	October 6, 2004
/s/  ROBERT C. CANTWELL Robert C. Cantwell	Executive Vice President and Assistant Secretary (Principal Financial Officer and Accounting Officer)	October 6, 2004
* Stephen C. Sherrill	Vice President and Director	October 6, 2004

HERITAGE ACQUISITION CORP.

Name	Title	Date
/s/  DAVID L. WENNER David L. Wenner	President and Secretary (Principal Executive Officer)	October 6, 2004
/s/  ROBERT C. CANTWELL Robert C. Cantwell	Vice President of Finance, Treasurer and Assistant Secretary (Principal Financial Officer and Accounting Officer)	October 6, 2004
* Stephen C. Sherrill	Director	October 6, 2004

MAPLE GROVE FARMS OF VERMONT, INC.

Name	Title	Date
/s/  DAVID L. WENNER David L. Wenner	President and Treasurer (Principal Executive Officer)	October 6, 2004
/s/  ROBERT C. CANTWELL Robert C. Cantwell	Executive Vice President of Finance and Secretary (Principal Financial Officer and Accounting Officer)	October 6, 2004
* Stephen C. Sherrill	Director	October 6, 2004

II-12

ORTEGA HOLDINGS INC.

Name	Title	Date
/s/  DAVID L. WENNER David L. Wenner	President and Secretary (Principal Executive Officer)	October 6, 2004
/s/  ROBERT C. CANTWELL Robert C. Cantwell	Vice President of Finance, Treasurer and Assistant Secretary (Principal Financial Officer and Accounting Officer)	October 6, 2004
* Stephen C. Sherrill	Director	October 6, 2004

POLANER, INC.

Name	Title	Date
/s/  DAVID L. WENNER David L. Wenner	President (Principal Executive Officer)	October 6, 2004
/s/  ROBERT C. CANTWELL Robert C. Cantwell	Executive Vice President and Secretary (Principal Financial Officer and Accounting Officer)	October 6, 2004
* Stephen C. Sherrill	Director	October 6, 2004

TRAPPEY'S FINE FOODS, INC.

Name	Title	Date
/s/  DAVID L. WENNER David L. Wenner	President (Principal Executive Officer)	October 6, 2004
/s/  ROBERT C. CANTWELL Robert C. Cantwell	Executive Vice President of Finance and Secretary (Principal Financial Officer and Accounting Officer)	October 6, 2004
* Stephen C. Sherrill	Director	October 6, 2004

II-13

WILLIAM UNDERWOOD COMPANY

Name	Title	Date
/s/  DAVID L. WENNER David L. Wenner	President, Secretary and Trustee (Principal Executive Officer)	October 6, 2004
/s/  ROBERT C. CANTWELL Robert C. Cantwell	Vice President of Finance, Treasurer, Secretary and Trustee (Principal Financial Officer and Accounting Officer)	October 6, 2004
* Stephen C. Sherrill	Trustee	October 6, 2004
* Thomas J. Baldwin	Trustee	October 6, 2004
* Leonard S. Polaner	Trustee	October 6, 2004
* James Brown	Trustee	October 6, 2004
* David Burke	Trustee	October 6, 2004

*By:
/s/  ROBERT C. CANTWELL Robert C. Cantwell
Attorney-in-Fact

II-14

QuickLinks

TABLE OF CONTENTS
INDUSTRY AND MARKET DATA
TRADEMARKS
SUMMARY
Our Company
The Offering
Summary of the Common Stock
Summary of Our Senior Subordinated Notes
Risk Factors
SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA
RISK FACTORS
FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
DIVIDEND POLICY AND RESTRICTIONS
CAPITALIZATION
DILUTION
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
OUR MANAGEMENT
Summary Compensation Table
OWNERSHIP OF CAPITAL STOCK
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DESCRIPTION OF CERTAIN INDEBTEDNESS
DESCRIPTION OF ENHANCED INCOME SECURITIES (EISs)
DESCRIPTION OF CAPITAL STOCK
DESCRIPTION OF SENIOR SUBORDINATED NOTES
SHARES ELIGIBLE FOR FUTURE SALE
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
NOTICE TO PURCHASERS OF SEPARATE SENIOR SUBORDINATED NOTES
UNDERWRITING
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES Consolidated Balance Sheets (Dollars in thousands, except per share data)
B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES Consolidated Statements of Operations (Dollars in thousands, except per share data)
B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES Consolidated Statements of Cash Flows (Dollars in thousands)
B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 28, 2002 and January 3, 2004 (Dollars in thousands, except per share amounts)
B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 28, 2002 and January 3, 2004 (Dollars in thousands, except per share amounts)
B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 28, 2002 and January 3, 2004 (Dollars in thousands, except per share amounts)
B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES Schedule of Valuation and Qualifying Accounts (Dollars in thousands)
INDEPENDENT AUDITORS' REPORT
THE ORTEGA BRAND OF BUSINESS Statements of Net Assets Sold December 31, 2002 (Dollars in Thousands)
THE ORTEGA BRAND OF BUSINESS Statements of Direct Revenue and Direct Expenses Year Ended December 31, 2002 (Dollars in Thousands)
THE ORTEGA BRAND OF BUSINESS Notes to Financial Statements (Dollars in Thousands) December 31, 2002 (Information as of June 30, 2003 and for the six months ended June 30, 2002 and June 30, 2003 is unaudited)
TABLE OF CONTENTS
INDUSTRY AND MARKET DATA
TRADEMARKS
SUMMARY
Our Company
The Offering
Risk Factors
SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA
Dividend Payments to Holders of EISs
RISK FACTORS
FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
CAPITALIZATION
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
OUR MANAGEMENT
Summary Compensation Table
OWNERSHIP OF CAPITAL STOCK
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DESCRIPTION OF CERTAIN INDEBTEDNESS
DESCRIPTION OF NOTES
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
UNDERWRITING
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES Consolidated Balance Sheets (Dollars in thousands, except per share data)
B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES Consolidated Statements of Operations (Dollars in thousands, except per share data)
B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES Consolidated Statements of Cash Flows (Dollars in thousands)
B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 28, 2002 and January 3, 2004 (Dollars in thousands, except per share amounts)
B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 28, 2002 and January 3, 2004 (Dollars in thousands, except per share amounts)
B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 28, 2002 and January 3, 2004 (Dollars in thousands, except per share amounts)
B&G FOODS HOLDINGS CORP. AND SUBSIDIARIES Schedule of Valuation and Qualifying Accounts (Dollars in thousands)
INDEPENDENT AUDITORS REPORT
THE ORTEGA BRAND OF BUSINESS Statements of Net Assets Sold December 31, 2002 (Dollars in Thousands)
THE ORTEGA BRAND OF BUSINESS Statements of Direct Revenue and Direct Expenses Year Ended December 31, 2002 (Dollars in Thousands)
THE ORTEGA BRAND OF BUSINESS Notes to Financial Statements (Dollars in Thousands) December 31, 2002 (Information as of June 30, 2003 and for the six months ended June 30, 2002 and June 30, 2003 is unaudited)
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES

EX-3.1

Exhibit 3.1

FORM OF AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

B&G FOODS, INC.

B&G Foods, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), was originally formed on November 25, 1996 under the name B Companies Holdings Corp.  The Corporation changed its name to B&G Foods Holdings Corp. on August 11, 1997.  On October __, 2004 B&G Foods, Inc. merged with and into the Corporation and simultaneously the Corporation changed its name to B&G Foods, Inc.

This Amended and Restated Certificate of Incorporation was duly adopted by written consent of the Board of Directors and stockholders of the Corporation in accordance with the provisions of Section 242, 245, 141(f) and 228 of the General Corporation Law of the State of Delaware.

This Amended and Restated Certificate of Incorporation restates and integrates and amends the Certificate of Incorporation to read in its entirety as set forth in full on the attached Exhibit A.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed this ________ day of October, 2004.

By:
	Robert C. Cantwell
	Executive Vice President of Finance

EXHIBIT A

FORM OF

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

B&G FOODS, INC.

1.             Name.  The name of the Corporation is B&G Foods, Inc. (the “Corporation”).

2.             Registered Office and Agent.  The  address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, DE  19801.  The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

3.             Purpose; Powers; Duration.  The purposes for which the Corporation is formed are to engage in any lawful act or activity for which corporations may now or hereafter be organized under the General Corporation Law of the State of Delaware, as amended (the “GCL”), and to possess and exercise all of the powers and privileges granted by such law and any other law of the State of Delaware.  The term of existence of the Corporation is perpetual.

4.             Authorized Capital.  The aggregate number of shares of stock which the Corporation shall have authority to issue is 126,000,000 shares, consisting of 100,000,000 shares of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), 25,000,000 shares of Class B Common Stock, par value $0.01 per share (the “Class B Common Stock” and collectively with the Class A Common Stock, the “Common Stock”), and 1,000,000 shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”).

A.            Preferred Stock.  The Board of Directors will have authority by resolution to cause to be created one or more series of Preferred Stock, and to determine and fix, with respect to each such series prior to the issuance of any shares of the series to which such resolution relates, the designations, powers, preferences and rights of the shares of such series and any qualifications, limitations or restrictions thereof, including, without limitation:

1.The distinctive designation of the series and the number of shares which will constitute the series, which number may be increased or decreased (but not below the number of shares then-outstanding) from time to time by action of the Board of Directors.

2.The dividend rate and the times of payment of dividends on the shares of the series, whether dividends will be cumulative and, if so, from what date or dates.

3.The price or prices at which, and the terms and conditions on which, the shares of the series may be redeemed at the option of the Corporation.

4.Whether or not the shares of the series will be entitled to the benefit of a retirement or sinking fund to be applied to the purchase or  redemption of such shares and, if so entitled, the amount of such fund and the terms and provisions relative to the operation thereof.

5.Whether or not the shares of the series will be convertible into, or exchangeable for, any other shares of stock of the Corporation or other securities, and, if so convertible or exchangeable, the conversion price or prices, or the rates of exchange, and any adjustments thereof, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange.

6.The rights of the shares of the series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation.

7.Whether or not the shares of the series will have priority over or be on a parity with or be junior to the shares of any other series or class in any respect or will be entitled to the benefit of limitations restricting the issuance of shares of any other series or class having priority over or being on a parity with the shares of such series in any respect, or restricting the payment of dividends on or the making of other distributions in respect of shares of any other series or class ranking junior to the shares of the series as to dividends or assets, or restricting the purchase or redemption of the shares of any such junior series or class, and the terms of any such restriction.

8.Whether the series will have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights.

9.Any other preferences, qualifications, privileges, options and other relative or special rights and limitations of that series.

B.            Common Stock.  All shares of Common Stock will entitle the holders thereof to the following rights and privileges.

1.Dividends.  Subject to the rights of the holders of Preferred Stock and any other provisions of this Amended and Restated Certificate of Incorporation and applicable law, holders of each Class of Common Stock shall be entitled to receive such dividends and other distributions in cash, stock of any corporation or property of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in all such dividends and other distributions subject to the following:

2

a.Regular Cash Dividends Prior to January 2, 2010.   Prior to January 2, 2010, Class B Common Stock regular cash dividends, if declared, shall be declared and paid annually, and any such regular cash dividends will be paid on the Class B Common Stock, subject to the subordination provisions set forth in clause (b) below, at a rate equal to (i) for any dividend payment date on or prior to December 30, 2006, 100%, and (ii) for any dividend payment date thereafter, 110%, of the total amount of dividends paid on each share of Class A Common Stock (rounded down, if necessary, to the nearest one-[tenth] of a cent) during such annual dividend period.

b.Subordination of Class B Common Stock Annual Cash Dividends.  For any regular cash dividend payment date on or prior to January 2, 2010, dividends on the Class B Common Stock will be subordinated to dividends on Class A Common Stock as follows:

(i)if for any annual dividend period, the amount of cash to be distributed as cash dividends is insufficient to pay both quarterly dividends for the Class A Common Stock and annual dividends for the Class B common stock at a rate of $0.212 per share of Class A Common Stock and the rate per share of Class B Common Stock set forth in this Amended and Restated Certificate of Incorporation, any shortfall will first reduce the dividend on the Class B common stock to zero prior to reducing the dividend on the Class A Common Stock, and dividends on the Class B Common Stock will not be increased in any subsequent quarter to reflect any such previous reduction; and

(ii)the maximum amount of dividends that can be declared in the aggregate on the Class B common stock with respect to any annual cash dividend period is equal to the lesser of (i) “Excess Cash” as such term is defined in the Indenture dated [____________] between B&G Foods, Inc. and The Bank of New York, as trustee, relating to the Corporation’s Senior Subordinated Notes due 2016 (the “Indenture”) for the last four fiscal quarters, including the most recently completed fiscal quarter minus the sum of the aggregate amount of the prior four dividends paid on the Class A Common Stock, and minus dividend restricted cash of $6.0 million (for purposes of calculating excess cash as defined, for this purpose only, the aggregate amounts set forth in paragraph number 3 under the definition of excess cash shall be the greater of the aggregate amount of such capital expenditures or $6.5 million) and (ii) the aggregate per share amount of dividends declared or to be declared on the

3

Class A Common Stock (or 110% of such amount for dividends with respect to the periods commencing after December 30, 2006) with respect to the annual period for which the dividends on the Class B Common Stock are to be paid multiplied by the number of Shares of Class B Common Stock issued and outstanding on the last day of such period; provided that no dividends on the Class B Common Stock may be declared with respect to any annual period unless the ‘‘Class B Threshold Amount’’ (as defined in the Indenture) as of the last day of such period is at least $10.0 million; and

c.Regular Cash Dividends after January 2, 2010.  After January 2, 2010, in the case of regular cash dividends, no such dividends shall be declared or paid on one class of Common Stock unless a cash dividend is simultaneously declared and paid on the other class of Common Stock, and any such dividend will be paid on the Class B Common Stock in an amount per share of Class B Common Stock equal to 110%, of the amount of such dividend paid on each share of Class A Common Stock (rounded down, if necessary, to the nearest one-[tenth] of a cent)

d.Dividends other than Regular Cash Dividends.  if dividends or other distributions are declared which are payable in shares of Class A Common Stock or Class B Common Stock, dividends or other distributions shall be declared which are payable at the same rate on each class of Common Stock and the dividends or other distributions payable in shares of Class A Common Stock shall be payable to holders of Class A Common Stock and the dividends or other distributions payable in shares of Class B Common Stock shall be payable to holders of Class B Common Stock so that immediately following such dividend or other distribution the number of shares of Class A Common Stock and Class B Common Stock then outstanding bears the same relationship to each other as did the number of shares of Class A Common Stock and Class B Common Stock outstanding immediately prior to such dividend or other distribution.

2.Splits; Subdivisions or Combinations.  In the case of any split, subdivision, combination or reclassification of Class A Common Stock or Class B Common Stock, the shares of Class B Common Stock or Class A Common Stock as the case may be, shall also be split, subdivided, combined or reclassified so that the number of shares of Class A Common

4

Stock and Class B Common Stock outstanding immediately following such split, subdivision, combination or reclassification shall bear the same relationship to each other as did the number of shares of Class A Common Stock and Class B Common Stock outstanding immediately prior to such split, subdivision, combination or reclassification.

3.Distribution of Assets.  Subject to the rights of the holders of Preferred Stock, in the event of the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, holders of Common Stock will be entitled to share ratably in all of the remaining assets of the Corporation available for distribution to its stockholders after all amounts to which the holders of Preferred Stock are entitled have been paid or set aside in cash for payment.

4.Voting Rights.  Except as otherwise expressly required by law or provided in this Amended and Restated Certificate of Incorporation, (a) the holders of any outstanding shares of Common Stock shall vote together as a single class on all matters with respect to which stockholders are entitled to vote under applicable law, this Amended and Restated Certificate of Incorporation or the Bylaws of the Corporation, or upon which a vote of stockholders is otherwise duly called for by the Corporation, and (b) at each annual or special meeting of stockholders, each holder of record of shares of Common Stock on the relevant record date shall be entitled to cast one (1) vote in person or by proxy for each share of the Common Stock standing in such holder’s name on the Corporation’s stock transfer records; provided, however, that as long as Bruckmann, Rosser, Sherrill & Co. L.P., together with its affiliates (as that term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (collectively, the “Sponsor Investor”) is the beneficial owner (as that term is defined in Rule 13d-3 under the Exchange Act) of 10% or more of the aggregate outstanding shares of Common Stock on a fully-diluted basis, the holders of the Class B Common Stock shall have the exclusive right to elect two directors to the Board of Directors.

5.No Preemptive Rights.  No holder of any shares of capital stock or other securities of the Corporation, whether now or hereinafter authorized, shall have any preemptive right to subscribe for or to purchase any shares of capital stock or other securities of the Corporation.

5.             Bylaws.  In furtherance and not in limitation of the powers conferred by statute, the Bylaws of the Corporation may be adopted, amended or repealed by (i) the affirmative vote of the holders of record of a majority of the outstanding shares of the Common Stock of the Corporation entitled to vote in respect thereof, given at an annual meeting or at any special meeting, provided that notice of the proposed alteration or repeal or of the proposed new Bylaws be included in the notice of such meeting, or (ii) the affirmative vote of a majority of the members of the Board of Directors at any regular or special meeting.

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6.             Board of Directors.

A.            The number of directors from time to time shall be fixed by, or in the manner provided by the Bylaws of the Corporation and may not be divided into classes.

B.            Subject to the rights of holders of any series of Preferred Stock and subject to the rights of the holders of Class B Common Stock to elect two directors to the Board of Directors, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from the vacating of any director’s seat due to death, resignation, retirement, disqualification, removal from office or other cause shall be filled with a candidate approved by the majority vote of the remaining directors then in office, even if less than a quorum (and not by stockholders).

C.            Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

7.             Management of the Corporation.  The provisions of this Article 7 are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

A.            Board of Directors.  The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.  Subject to Article 3, in addition to the powers and authority expressly conferred upon them by statute or by this Amended and Restated Certificate of Incorporation or the Bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

B.            Election of Directors.  The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.

C.            Action by the Stockholders.  Any action required or permitted to be taken by the stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the shares of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of capital stock entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded; provided that prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

D.            Special Meetings.  Special meetings of the stockholders of the Corporation may be called at any time by the Board of Directors, by the Chairman of the Board of Directors, or by any number of stockholders owning an aggregate of not less than 20% of the outstanding shares of Common Stock.

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8.             Right to Amend.  The Corporation reserves the right to amend any provision contained in this Amended and Restated Certificate of Incorporation as the same may from time to time be in effect in the manner now or hereafter prescribed by law, and all rights conferred on stockholders or others hereunder are subject to such reservation; provided, however, that any amendment or repeal of, or adoption of any provision inconsistent with, Article 9 of this Amended and Restated Certificate of Incorporation shall not adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such amendment or repeal or adoption of any provision inconsistent therewith.

9.             Limitation on Liability.  The directors of the Corporation shall be entitled to the benefits of all limitations on the liability of directors generally that are now or hereafter become available under the GCL.  Without limiting the generality of the foregoing, to the fullest extent from time to time permitted by law, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (A) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (C) under Section 174 of the GCL, or (D) for any transaction from which the director derived an improper personal benefit.  If the GCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the GCL, as so amended. No amendment or repeal of this Article 9, or adoption of any provision to this Amended and Restated Certificate of Incorporation which is inconsistent with this Article 9 shall eliminate or reduce or otherwise adversely affect any right or protection of a director of the Corporation existing hereunder in respect of any act or omission occurring prior to such amendment, repeal or adoption.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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EX-3.2

Exhibit 3.2

FORM OF AMENDED AND RESTATED BYLAWS

OF

B&G FOODS, INC.(1)

ARTICLE I

STOCKHOLDERS

1.1.          Meetings.

1.1.1.       Place.  Meetings of the stockholders shall be held at such place as may be designated by the board of directors.

1.1.2.       Annual Meeting.  An annual meeting of the stockholders for the election of directors and for other business shall be held on such date and at such time as may be fixed by the board of directors.

1.1.3.       Special Meetings.  Special meetings of the stockholders of the Company may be called at any time by the board of directors, by the chairman of the board of directors, or by any number of stockholders owning an aggregate of not less than 20% of the number of outstanding shares of common stock entitled to vote.

1.1.4.       Quorum.  The presence, in person or by proxy, of the holders of a majority of the issued and outstanding shares of stock of the Company entitled to vote on a particular matter shall constitute a quorum for the purpose of considering such matter.

1.1.5.       Voting Rights.  Except as otherwise provided herein, in the amended and restated certificate of incorporation or by law, every stockholder shall have the right at every meeting of stockholders to one vote for every share standing in the name of such stockholder on the books of the Company which is entitled to vote at such meeting.  Every stockholder may vote either in person or by proxy.

1.1.6.       Notice of Meetings; Waiver.

(a)           Written or printed notice of the place, date and hour of the meeting of the stockholders, and, in the case of a special meeting, the purpose or purposes for which such meeting is called, shall be delivered not less than ten nor more than sixty days prior to the meeting, either personally or by mail, by or at the direction of the board of directors or person calling the meeting, to each stockholder of record entitled to vote at such meeting.  If such notice is mailed, it shall be deemed to have been delivered to a stockholder on the third day after it is deposited in the United States mail, postage prepaid, addressed to the stockholder at his or her address as it appears on the record of stockholders of the Company, or, if he or she shall have filed with the secretary of the Company a written request that notices to him or her be mailed to some other address, then directed to him or her at such other address.  Such further notice shall be given as may be required by law or otherwise provided herein.

(1) Amended and restated as of October [__], 2004 upon the consummation of the merger of B&G Foods, Inc., a Delaware corporation with and into B&G Foods Holdings Corp., a Delaware corporation.  The surviving entity was renamed B&G Foods, Inc.

(b)           No notice of any meeting of stockholders need be given to any stockholder who submits a signed waiver of notice, whether before or after the meeting.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in a written waiver of notice.  The attendance of any stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened.

1.2.          Notice of Stockholder Business and Nominations.

1.2.1.       Annual Meetings of Stockholders.

(a)           Nominations of persons for election to the board of directors of the Company and the proposal of business to be considered by the stockholders at an annual meeting of stockholders may be made (i) by or at the direction of the board of directors or the chairman of the board, or (ii) by any stockholder of the Company who is entitled to vote at the meeting, who complies with the notice procedures set forth in clauses (b), (c) and (d) of this Section 1.2.1 and who was a stockholder of record at the time such notice is delivered to the secretary or any assistant secretary of the Company.

(b)           For nominations or other business to be properly brought before an annual meeting by a stockholder, pursuant to clause (ii) of paragraph (a) of this Section 1.2.1, the stockholder must have given timely notice thereof in writing to the secretary or any assistant secretary of the Company.  To be timely, a stockholder’s notice must be given, either by personal delivery or by United States certified mail, postage prepaid, and received at the principal executive offices of the Company (i) not less than 120 days nor more than 150 days before the first anniversary of the date of the Company’s proxy statement in connection with the last annual meeting of stockholders or (ii) if no annual meeting was held in the previous year or the date of the applicable annual meeting has been changed by more than 30 days from the date of the previous year’s annual meeting, not less than 10 days following the earlier of the day on which notice of the meeting date was mailed and the public announcement of such meeting date.  In no event shall the adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above.

(c)           For nominations, such stockholder’s notice shall set forth (i) as to each person whom the stockholder proposes to nominate for election as a director, (A) the name, age, business address and residential address of such person, (B) the principal occupation or employment of such person, (C) the class, series and number of shares of stock of the Company that are beneficially owned by such person, (D) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors or is otherwise required by the rules and regulations of the Securities and Exchange Commission promulgated under the Exchange Act and (E) the written consent of such person to be named in the proxy statement as a nominee and to serve as a director if elected and (ii) as to the stockholder giving the notice, (A) the name, and business address and residential address, as they appear on the Company’s stock transfer books, of such stockholder, (B) a representation that such stockholder is a stockholder of record and intends to appear in person or by proxy at such meeting to nominate the person or persons specified in the notice, (C) the class, series and number of shares of stock of the Company beneficially owned by such stockholder and (D) a description of all arrangements or understandings between such stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such stockholder.  The secretary or any assistant secretary shall deliver each such stockholder’s notice that has been timely received to the board of directors or a committee designated by the board of directors for review.

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(d)           As to any other business that the stockholder proposes to bring before the meeting, such stockholder’s notice shall set forth (A) a brief description of the business desired to be brought before the annual meeting, including the complete text of any resolutions to be presented at the annual meeting, and the reasons for conducting such business at the annual meeting, (B) the name, business address and residential address, as they appear on the Company’s stock transfer books, of such stockholder proposing such business, (C) a representation that such stockholder is a stockholder of record and intends to appear in person or by proxy at such meeting to bring the business before the meeting specified in the notice, (D) the class, series and number of shares of stock of the Company beneficially owned by the stockholder and (E) any material interest of the stockholder in such business.  The secretary or any assistant secretary shall deliver each such stockholder’s notice that has been timely received to the board of directors or a committee designated by the board of directors for review.

1.2.2.       Special Meetings of Stockholders.  Only such business as shall have been brought before the special meeting of the stockholders pursuant to the Company’s notice of meeting pursuant to Section 1.1.6 of these bylaws shall be conducted at such meeting.  Nominations of persons for election to the board of directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Company’s notice of meeting (i) by or at the direction of the board of directors or (ii) by any stockholder of the Company who is entitled to vote at the meeting, who complies with the notice procedures set forth herein and who is a stockholder of record at the time such notice is delivered to the secretary or any assistant secretary of the Company.  Nominations by stockholders of persons for election to the board of directors may be made at such special meeting of stockholders if the stockholder’s notice as required by Section 1.2.1(c) of these bylaws shall be delivered to the secretary or any assistant secretary at the principal executive offices of the Company not earlier than the 150th day prior to such special meeting and not later than the close of business on the later of the120th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected at such meeting.  In no event shall the adjournment of a special meeting commence a new time period for the giving of a stockholder’s notice as described above.

1.2.3.       General.

(a)           Only persons who are nominated in accordance with the procedures set forth in these bylaws shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in these bylaws.  Except as otherwise provided by law, the amended and restated certificate of incorporation or herein, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in these bylaws and, if any proposed nomination or business is not in compliance with these bylaws, to declare that such defective proposal or nomination shall be disregarded.

(b)           For purposes of these bylaws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act.

(c)           Notwithstanding the foregoing provisions of these bylaws, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein.  Nothing in these bylaws shall be deemed to affect any right of stockholders to request inclusion of proposals in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

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ARTICLE II

DIRECTORS

2.1.          Number and Term.  The number of directors shall be such as the board of directors may by resolution direct from time to time.  Except as otherwise provided in the amended and restated certificate of incorporation or by law, at each meeting of the stockholders for the election of directors, provided a quorum is present, the directors shall be elected by a plurality of the votes cast in such election.  Each director shall hold office for a term that will expire at the annual meeting of stockholders immediately succeeding their election, and until his successor shall have been elected and shall qualify, or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.  The chairman of the board, if one be elected, shall be chosen from among the directors.

2.2.          Meetings.

2.2.1.       Place.  Meetings of the board of directors shall be held at such place as may be designated by the board or in the notice of the meeting.

2.2.2.       Regular Meetings.  Regular meetings of the board of directors shall be held at such times as the board may designate.  Notice of regular meetings need not be given.

2.2.3.       Special Meetings.  Special meetings of the board may be called by direction of the chief executive officer or any two members of the board on three days’ notice to each director, either personally or by mail, telegram or facsimile transmission.

2.2.4.       Quorum.  A majority of all the directors in office shall constitute a quorum for the transaction of business at any meeting.

2.2.5.       Voting.  Except as otherwise provided herein, in the amended and restated certificate of incorporation or by law, the vote of a majority of the directors present at any meeting at which a quorum is present shall constitute the act of the board of directors.

2.2.6.       Committees.  The board of directors may, by resolution adopted by a majority of the whole board, designate one or more committees, each committee to consist of one or more directors and such alternate members (also directors) as may be designated by the board.  Unless otherwise provided herein, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member.  Except as otherwise provided herein, in the amended and restated certificate of incorporation or by law, any such committee shall have and may exercise the powers of the full board of directors to the extent provided in the resolution of the board directing the committee.

2.3.          Removal of Directors.  Except as otherwise provided by law or the amended and restated amended and restated certificate of incorporation, any director may be removed, either with or without cause, at any time by the affirmative vote of a majority in interest of the holders of record of the stock having voting power at an annual meeting or at a special meeting of the stockholders called for that purpose; and the vacancy in the board caused by any such removal may be filled by the board of directors in the manner provided in Section 2.4 of this Article II.

2.4.          Vacancies.  Subject to the rights of holders of any series of Preferred Stock and subject to the exclusive right of the holders of the Company’s Class B common stock (for so long as Bruckmann,

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Rosser, Sherrill & Co. L.P., together with its affiliates (as that is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is the beneficial owner (as that term is defined in Rule 13d-3 of the Exchange Act) of more than 10% of the aggregate outstanding shares of common stock of the Company on a fully-diluted basis) to elect two directors to the board of directors, any vacancy in the board of directors caused by death, resignation, removal (whether or not for cause), disqualification, an increase in the number of directors or any other cause may be filled by the majority vote of the remaining directors of the Company at the next annual meeting, any regular meeting or any special meeting called for the purpose, even if less than a quorum (and not by stockholders).  Each director so elected shall hold office for the unexpired term or for such lesser term as may be designated and until his successor shall be duly elected and qualified, or until his death or until he shall resign or shall have been removed in the manner herein provided.  In case all the directors shall die or resign or be removed or disqualified, any stockholder having voting powers may call a special meeting of the stockholders, upon notice given as herein provided for meetings of the stockholders, at which directors may be elected for the unexpired term.

ARTICLE III

OFFICERS

3.1.          Election.  At its first meeting after each annual meeting of the stockholders, the board of directors shall elect a chief executive officer or president, treasurer, secretary and such other officers as it deems advisable.

3.2.          Authority, Duties and Compensation.  The officers shall have such authority, perform such duties and serve for such compensation as may be determined by resolution of the board of directors.  Except as otherwise provided by board resolution, (i) the chief executive officer shall be the president of the Company, shall have general supervision over the business and operations of the Company, may perform any act and execute any instrument for the conduct of such business and operations and shall preside at all meetings of the board and stockholders, (ii) the other officers shall have the duties customarily related to their respective offices, and (iii) any vice president, or vice presidents in the order determined by the board, shall in the absence of the chief executive officer, have the authority and perform the duties of the chief executive officer.

ARTICLE IV

INDEMNIFICATION

4.1.          Right to Indemnification.  The Company shall indemnify any person who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is or was a director, officer or trustee of the Company, or is or was serving at the request of the Company as a director, officer or trustee of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise (hereinafter an “indemnitee”), against expenses (including attorneys’ fees), judgments, fines, ERISA excise taxes, penalties and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, to the fullest extent authorized by the GCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment); provided, that, the Company shall not be required to indemnify any person who was or is a party or is threatened to be made a party to or is otherwise involved

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in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by or in the right of the Company to procure a judgment in its favor unless such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person seeking indemnification did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

4.2.          Advance of Expenses.  In addition to the right to indemnification conferred in Section 4.1 of this Article IV, expenses (including attorneys’ fees) incurred by an indemnitee in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such indemnitee to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company authorized in this Article IV.

4.3.          Indemnification Not Exclusive; Inuring of Benefit.  The indemnification and advancement of expenses provided by, or granted pursuant to, the other Sections of this Article IV shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, the amended and restated certificate of incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs, executors and administrators of any such person.

4.4.          Insurance.  The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against such liability under the provisions of Section 145 of the GCL.

4.5.          Employee or Agent.  The Company may, to the extent authorized from time to time by the board of directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of this Article IV with respect to the indemnification and advancement of expenses of directors, officers and trustees of the Company.

4.6.          Certain Defined Terms.  For purposes of this Article IV, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, trustees, employees or agents, so that any person who is or was a director, officer, trustee, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article IV with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

For purposes of this Article IV, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a

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director, officer, trustee, employee or agent of the Company which imposes duties on, or involves service by, such director, officer, trustee, employee or agent with respect to any employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner not opposed to the best interests of the Company for purposes of this Article IV.

4.7.          Contractual Obligation.  The indemnification and advancement of expenses provided by, or granted pursuant to, this Article IV shall be contract rights and shall continue as to a person who has ceased to be a director, officer, trustee employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.  Any amendment, alteration or repeal of this Article IV that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

ARTICLE V

TRANSFER OF SHARE CERTIFICATES

Transfers of share certificates and the shares represented thereby shall be made on the books of the Company only by the registered holder or by duly authorized attorney.  Transfers shall be made only on surrender of the share certificate or certificates.

ARTICLE VI

SPECIAL RESTRICTION REGARDING ISSUANCE OF CLASS A COMMON STOCK

The Company shall not issue any shares of Class A Common Stock unless (a) such shares are issued together with the Company’s [___]% Senior Subordinated Notes due 2014 (“Senior Subordinated Notes”) in the form of Enhanced Income Securities (“EISs”) of the Company in a transaction that has been registered with the Securities and Exchange Commission (the “SEC”), (b) any EISs that may result from the combination of such shares of Class A Common Stock and the Company’s Senior Subordinated Notes have been issued in a transaction registered with the SEC or (c) no EISs are outstanding at the time of the issuance.

ARTICLE VII

AMENDMENTS

These bylaws may be amended or repealed by (i) the affirmative vote of the holders of record of a majority of the outstanding shares of the common stock of the Company entitled to vote in respect thereof, given at an annual meeting or at any special meeting, provided that notice of the proposed alteration or repeal or of the proposed new bylaws be included in the notice of such meeting, or (ii) the affirmative vote of a majority of the members of the board of directors, at any regular or special meeting of the board of directors.

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EX-4.10

Exhibit 4.10

B&G FOODS HOLDINGS CORP.

AND EACH OF THE GUARANTORS PARTY HERETO

    % SENIOR NOTES DUE 2011

FORM OF INDENTURE

Dated as of                , 2004

The Bank of New York

Trustee

CROSS-REFERENCE TABLE*

Trust Indenture Act Section		Indenture Section
310	(a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	N.A.
	(a)(4)	N.A.
	(a)(5)	7.10
	(b)	7.10
	(c)	N.A.
311	(a)	7.11
	(b)	7.11
	(c)	N.A.
312	(a)	2.05
	(b)	12.03
	(c)	12.03
313	(a)	7.06
	(b)	7.06; 7.07
	(c)	7.06; 12.02
	(d)	7.06
314	(a)	4.03;12.02; 12.05
	(b)	10.02
	(c)(1)	12.04
	(c)(2)	12.04
	(c)(3)	N.A.
	(d)	12.05
	(e)	N.A.
315	(a)	7.01
	(b)	7.05; 12.02
	(c)	7.01
	(d)	7.01
	(e)	6.11
316(a) (last sentence)		2.09
	(a)(1)(A)	6.05
	(a)(1)(B)	6.04
	(a)(2)	N.A.

N.A. means not applicable.

*  This Cross Reference Table is not part of the Indenture.

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TABLE OF CONTENTS

ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01	Definitions.
Section 1.02	Other Definitions.
Section 1.03	Incorporation by Reference of Trust Indenture Act.
Section 1.04	Rules of Construction.
ARTICLE 2
THE NOTES
Section 2.02	Execution and Authentication.
Section 2.03	Registrar and Paying Agent.
Section 2.04	Paying Agent to Hold Money in Trust.
Section 2.05	Holder Lists.
Section 2.06	Transfer and Exchange.
Section 2.07	Replacement Notes.
Section 2.08	Outstanding Notes.
Section 2.09	Treasury Notes.
Section 2.10	Temporary Notes.
Section 2.11	Cancellation.
Section 2.12	Defaulted Interest.
Section 2.13	CUSIP Numbers.
ARTICLE 3
REDEMPTION AND PREPAYMENT
Section 3.01	Notices to Trustee.
Section 3.02	Selection of Notes to Be Redeemed or Purchased.
Section 3.03	Notice of Redemption.
Section 3.04	Effect of Notice of Redemption.
Section 3.05	Deposit of Redemption or Purchase Price.
Section 3.06	Notes Redeemed or Purchased in Part.
Section 3.07	Optional Redemption.
Section 3.08	Mandatory Redemption.
Section 3.09	Offer to Purchase by Application of Excess Proceeds.
ARTICLE 4
COVENANTS
Section 4.01	Payment of Notes.
Section 4.02	Maintenance of Office or Agency.
Section 4.03	Reports.
Section 4.04	Compliance Certificate.
Section 4.05	Taxes.
Section 4.06	Stay, Extension and Usury Laws.
Section 4.07	Restricted Payments.
Section 4.08	Dividend and Other Payment Restrictions Affecting Subsidiaries.
Section 4.09	Incurrence of Indebtedness and Issuance of Preferred Stock.
Section 4.10	Asset Sales.

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Section 4.11	Transactions with Affiliates.
Section 4.12	Liens.
Section 4.13	Business Activities.
Section 4.14	Corporate Existence.
Section 4.15	Offer to Repurchase Upon Change of Control.
Section 4.16	No Amendment to Subordination Provisions.
Section 4.17	Limitation on Sale and Leaseback Transactions.
Section 4.18	Payments for Consent.
Section 4.19	Additional Note Guarantees.
Section 4.20	Designation of Restricted and Unrestricted Subsidiaries.
ARTICLE 5
SUCCESSORS
Section 5.01	Merger, Consolidation, or Sale of Assets.
Section 5.02	Successor Corporation Substituted.
ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.01	Events of Default.
Section 6.02	Acceleration.
Section 6.03	Other Remedies.
Section 6.04	Waiver of Past Defaults.
Section 6.05	Control by Majority.
Section 6.06	Limitation on Suits.
Section 6.07	Rights of Holders of Notes to Receive Payment.
Section 6.08	Collection Suit by Trustee.
Section 6.09	Trustee May File Proofs of Claim.
Section 6.10	Priorities.
Section 6.11	Undertaking for Costs.
ARTICLE 7
TRUSTEE
Section 7.01	Duties of Trustee.
Section 7.02	Rights of Trustee.
Section 7.03	Individual Rights of Trustee.
Section 7.04	Trustee’s Disclaimer.
Section 7.05	Notice of Defaults.
Section 7.06	Reports by Trustee to Holders of the Notes.
Section 7.07	Compensation and Indemnity.
Section 7.08	Replacement of Trustee.
Section 7.09	Successor Trustee by Merger, etc.
Section 7.10	Eligibility; Disqualification.
Section 7.11	Preferential Collection of Claims Against Company.
ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance.
Section 8.02	Legal Defeasance and Discharge.
Section 8.03	Covenant Defeasance.
Section 8.04	Conditions to Legal or Covenant Defeasance.

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Section 8.05		Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.
Section 8.06		Repayment to Company.
Section 8.07		Reinstatement.
ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01		Without Consent of Holders of Notes.
Section 9.02		With Consent of Holders of Notes.
Section 9.03		Compliance with Trust Indenture Act.
Section 9.04		Revocation and Effect of Consents.
Section 9.05		Notation on or Exchange of Notes.
Section 9.06		Trustee to Sign Amendments, etc.
ARTICLE 10
NOTE GUARANTEES
Section 10.01		Guarantee.
Section 10.02		Limitation on Guarantor Liability.
Section 10.03		Execution and Delivery of Note Guarantee.
Section 10.04		Guarantors May Consolidate, etc., on Certain Terms.
Section 10.05		Releases.
ARTICLE 11
SATISFACTION AND DISCHARGE
Section 11.01		Satisfaction and Discharge.
Section 11.02		Application of Trust Money.
ARTICLE 12
MISCELLANEOUS
Section 12.01		Trust Indenture Act Controls.
Section 12.02		Notices.
Section 12.03		Communication by Holders of Notes with Other Holders of Notes.
Section 12.04		Certificate and Opinion as to Conditions Precedent.
Section 12.05		Statements Required in Certificate or Opinion.
Section 12.06		Rules by Trustee and Agents.
Section 12.07		No Personal Liability of Directors, Officers, Employees and Stockholders.
Section 12.08		Governing Law.
Section 12.09		No Adverse Interpretation of Other Agreements.
Section 12.10		Successors.
Section 12.11		Severability.
Section 12.12		Counterpart Originals.
Section 12.13		Table of Contents, Headings, etc.
Section 12.14		Waiver of Jury Trial.
EXHIBITS
Exhibit A	FORM OF NOTE
Exhibit B	FORM OF NOTATION OF GUARANTEE
Exhibit C	FORM OF SUPPLEMENTAL INDENTURE

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INDENTURE dated as of                   , 2004 among B&G Foods Holdings Corp., a Delaware corporation, the Guarantors (as defined) and The Bank of New York, a New York banking corporation, as trustee.

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) of the      % Senior Notes due 2011 (the “Notes”):

ARTICLE 1
DEFINITIONS AND INCORPORATION
BY REFERENCE

Section 1.01Definitions.

“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 4.09 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.

“Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.

“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

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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) or the sale of Equity Interests in any of its Subsidiaries.

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 $1.5 million or (b) Net Proceeds of less than $1.5 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; and

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

“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.

“Board of Directors” means:

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(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.

“Borrowing Base” means, as of any date, an amount equal to:

(1) 85% of the face amount of all accounts receivable owned by the Company and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date that were not more than 90 days past due; plus

(2) 50% of the book value of all inventory, net of reserves, owned by the Company and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date,

in each case determined in accordance with GAAP.

“BRS” means Bruckmann, Rosser, Sherrill & Co.

“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 Stock” means:

(1) in the case of a corporation, corporate stock including, without limitation, corporate stock represented by EISs and corporate stock outstanding upon the separation of EISs into the securities represented thereby;

(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:

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(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) 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 Investors Service, Inc. or Standard & Poor’s Rating Services 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 Investors Service, Inc. or Standard & Poor’s Rating Services.

“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 Principal or a Related Party of a Principal;

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

(3) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” (as defined above), other than the Principals and their Related Parties, 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; or

(4) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors.

“Clearstream” means Clearstream Banking, S.A.

“Company”  means B&G Holdings Co. and any and all successors thereto.

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“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1) an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; plus

(2) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(3) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(4) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period and including, without limitation, any Mark-to-Market Adjustment) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus

(5) if such period includes the quarter ended September 27, 2003, $2.2 million; plus

(6) fees and expenses related to the Transactions not to exceed $12.0 million in the aggregate actually incurred within three months of the date hereof; plus

(7) charges incurred within 180 days of the date hereof attributable to the write-off of bond discount and the write-off of deferred financing fees and costs, relating to the pay off of existing Indebtedness in an amount not to exceed $18.2 million; minus

(8) non-cash items increasing such Consolidated Net Income for such period (including, without limitation, any Mark-to-Market Adjustment), other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

“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

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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; and

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

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who:

(1) was a member of such Board of Directors on the date of this Indenture; or

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“Corporate Trust Office of the Trustee” will be at the address of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Company.

“Credit Agreement” means that certain Credit Agreement, to be dated as of                   , 2004 by and among the Company, the Guarantors, Lehman Commercial Paper, Inc., as administrative agent, [add other agents] and the lenders from time to time party thereto, providing initially for up to $30.0 million of revolving credit borrowings, 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 (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.

“Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case with banks or other lenders 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) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (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 (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.

“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.

“Definitive 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.

“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

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all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“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.

“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 or that guarantees or otherwise provides direct credit support for any Indebtedness of the Company.

“Enhanced Income Securities” or “EISs” means the units of the Company comprised of Subordinated Notes and common stock.

“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).

“Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excess Cash” means, with respect to any specified Person for any period, the Consolidated Cash Flow of that Person for such period, minus the sum of the following, each determined for such period on a consolidated basis:

(1) cash 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

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(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 Assets Sales as provided in Section 3.09 hereof and (c) through a refinancing involving the incurrence of new long-term Indebtedness.

“Existing Indebtedness” means Indebtedness of the Company and its Restricted Subsidiaries (other than Indebtedness under the Credit Agreement and the Senior Subordinated Notes) in existence on the date hereof, reduced to the extent such amounts are repaid, refinanced or retired.

“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 Board of Directors of the Company (unless otherwise provided in this Indenture).

“First Four Dividend Payments” means the dividend payments contemplated to be made by the Company to holders of Class A common stock on January 30, 2005, April 30, 2005, July 30, 2005 and October 30, 2005 for the partial quarterly dividend payment period ending January 1, 2005 and the full quarterly dividend payment periods ending April 2, 2005, July 2, 2005 and October 1, 2005, provided that the dollar amount of such quarterly dividend payments shall not be greater than $0.19865 per share of Class A common stock.

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow 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 Cash Flow for such reference period will be calculated on a pro forma basis in accordance with Regulation S-X under the Securities Act;

(2) the Consolidated Cash Flow 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;

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(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;

(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, amortization of debt issuance costs and original issue discount, 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; 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; minus

(6) charges incurred within 180 days of the date hereof attributable to the write-off of bond discount and the write-off of deferred financing fees and costs relating to the pay off of existing Indebtedness in an amount not to exceed $18.2 million.

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“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.

“Global Note Legend” means the legend set forth in Section 2.06(f)(1) hereof, 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 Depository 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 Section 2.01, 2.06(b) or 2.06(d) hereof.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

“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) BGH Holdings, Inc., Bloch & Guggenheimer, Inc., Heritage Acquisition Corp., Maple Grove Farms of Vermont, Inc., Ortega Holdings Inc., Polaner, Inc., Trappey’s Fine Foods, Inc. 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.

“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.

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“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.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” means the first $150,000,000 aggregate principal amount of Notes issued under this Indenture on the date hereof.

“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

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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.

“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.

“Mark-to-Market Adjustment” means any non-cash expense or income resulting from current or future mark-to-market accounting that the Company may apply with respect to any EISs, shares of the Company’s Class A common stock, shares of the Company’s Class B common stock or the Senior Subordinated Notes issued in connection with the Transactions or at any time thereafter.

“Net Cash Balance” means, with respect to any specified Person for any fiscal period end, the amount of cash and cash equivalents set forth on such Person’s balance sheet as of such period end minus the amount of funded Indebtedness of such Person outstanding under any secured revolving credit facilities.

“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

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(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 and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

“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.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“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” has the meaning assigned to it in the preamble to this Indenture.  The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture, and 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 or any Vice-President of such Person.

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“Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 12.05 hereof.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 12.05 hereof.  The counsel may be an employee of or counsel to the Company, any Subsidiary of the Company or the Trustee.

“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).

“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;

(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 $2.0 million at any one time outstanding;

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(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 $3.0 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 (1)(b) of the first 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; and

(15) 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 (15) that are at the time outstanding, not to exceed $10.0 million; provided that if an Investment made pursuant to this clause (15) 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 (15).

“Permitted Liens” means:

(1) Liens on assets of the Company or any of its Restricted Subsidiaries securing Indebtedness and other Obligations under Credit Facilities that were permitted by the terms of this Indenture to be incurred 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

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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 bySection 4.09(b)(5) 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 (or to secure) the Notes (or the Note Guarantees);

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

(a) the new Lien shall be 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

(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 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) any interest or title of a lessor under any Capital Lease Obligation permitted to be incurred under this Indenture; provided that such Liens do not extend to any property or assets which is not leased property subject to such Capital Lease Obligation;

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(16) 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;

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

(18) 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;

(19) deposits, in an aggregate not to exceed $250,000 at any one time outstanding, made in the ordinary course of business to secure liability to insurance carriers;

(20) Liens under licensing agreements for use of intellectual property entered into in the ordinary course of business;

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

(22) 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;

(23) 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; and

(24) Liens incurred in the ordinary course of business of the Company or any Subsidiary of the Company with respect to obligations that do not exceed $10.0 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 equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(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

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right of payment to, the Notes on terms at least as favorable to the holders of Notes 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.

“Principals” means BRS and the members of management of the Company or any of the Company’s Restricted Subsidiaries as of the date hereof.

 “Public Equity Offering” means an offer and sale of Capital Stock (other than Disqualified Stock or Enhanced Income Securities) of the Company pursuant to a registration statement that has been declared effective by the SEC pursuant to the Securities Act (other than a registration statement on Form S-8 or otherwise relating to equity securities issuable under any employee benefit plan of the Company).

“Related Party” means

(1) any controlling stockholder, 66 2/3% or more owned Subsidiary, or immediate family member (in the case of an individual) of any Principal; or

(2) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Persons beneficially holding a 66 2/3% or more controlling interest of which consist of any one or more Principals and/or such other Persons referred to in the immediately preceding clause (1).

“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.

 “Restricted Investment” means an Investment other than a Permitted Investment.

 “Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“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.

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 “Securities Holders Agreement” means the Second Amended and Restated Securities Agreement dated as of [ ], 2004 among BRS, certain of our existing stockholders, certain members of our board of  directors and our executive officers, as in effect on the date hereof.

“ Senior Subordinated Note Indenture” means the indenture relating to the Subordinated Notes, dated the date hereof.

“Senior Subordinated Notes” means the Company’s      % Senior Subordinated Notes due 2016.

“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 hereof..

“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).

“TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).

“Transaction Services Agreement” means the amended and restated Transaction Services Agreement, dated as of     , 2004, between BRS and the Company, as in effect on the date hereof.

“Transactions” has the meaning given in the prospectus related to the Notes dated             , 2004.

“Trustee” means The Bank of New York 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;

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(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

(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 1.02Other Definitions.

Term	Defined in Section
“Affiliate Transaction”	4.11
“Asset Sale Offer”	3.09
“Authentication Order”	2.02
“Change of Control Offer”	4.15
“Change of Control Payment”	4.15
“Change of Control Payment Date”	4.15
“Covenant Defeasance”	8.03
“DTC”	2.03
“Event of Default”	6.01
“Excess Proceeds”	4.10
“Incremental Funds”	4.07
“incur”	4.09
“Legal Defeasance”	8.02
“Offer Amount”	3.09
“Offer Period”	3.09
“Paying Agent”	2.03

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Term	Defined in Section
“Permitted Debt”	4.09
“Payment Default”	6.01
“Purchase Date”	3.09
“Redemption Date”	3.07
“Registrar”	2.03
“Restricted Payments”	4.07

Section 1.03Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security Holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes and the Note Guarantees means the Company and the Guarantors, respectively, and any successor obligor upon the Notes and the Note Guarantees, respectively.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.

Section 1.04Rules 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; and

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

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ARTICLE 2

THE NOTES

Section 2.01Form and Dating.

(a)  General.  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 be in denominations of $1,000 and integral multiples thereof.

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.

(b)  Global Notes.  Notes issued in global form will be 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).  Notes issued in definitive form will be substantially in the form of Exhibit A1 hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto).  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 and redemptions.  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.

(c)   Euroclear and Clearstream Procedures Applicable.  The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Global Notes that are held by Participants through Euroclear or Clearstream.

Section 2.02Execution and Authentication.

At least one Officer must sign the Notes for the Company by manual or facsimile 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 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 up to the aggregate principal amount stated in paragraph 4 of the 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 2.07 hereof.

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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.

Section 2.03Registrar 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 of the name and address of any Agent not a party to this Indenture.  If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, 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 2.04Paying 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, premium or interest 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 2.05Holder 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 and shall otherwise comply with TIA § 312(a).  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 of Notes and the Company shall otherwise comply with TIA § 312(a).

Section 2.06Transfer and Exchange.

(a)  Transfer and Exchange of Global Notes.  A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a

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successor Depositary or a nominee of such successor Depositary.  All Global Notes will be exchanged by the Company for Definitive Notes if:

(1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary;

(2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee;  or

(3) there has occurred and is continuing a Default or Event of Default with respect to the Notes.

Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee.  Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof.  Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note.  A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

(b)  Transfer and Exchange of Beneficial Interests in the Global Notes.  The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures.  Beneficial interests in any Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in a Global Note.  No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b).

(c)  Transfer and Exchange of Beneficial Interests for Definitive Notes.  If any holder of a beneficial interest in a Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Company will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount.  Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant.

(d)  Transfer and Exchange of Definitive Notes for Beneficial Interests.  A Holder of a Definitive Note may exchange such Note for a beneficial interest in a Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Global Note at any time.  Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Global Notes.  If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to this paragraph at a time when a Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate

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one or more Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e)  Transfer and Exchange of Definitive Notes for Definitive Notes.  Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes.  Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing.

(f)  Legends.  Each Global Note will bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF B&G FOODS HOLDINGS CORP.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(g)  Cancellation and/or Adjustment of Global Notes.  At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof.  At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

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(h)  General Provisions Relating to Transfers and Exchanges.

(1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(2) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).

(3) The Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(5) Neither the Registrar nor the Company will be required:

(A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection;

(B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or

(C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

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Section 2.07Replacement Notes.

If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met.  If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced.  The Company may charge for its expenses in replacing a Note.

Every replacement Note is an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding.  Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

Section 2.09Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned will be so disregarded.

Section 2.10Temporary Notes.

Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes.  Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as may be reasonably acceptable to the Trustee.  Without unreasonable delay, the Company will prepare and the Trustee will authenticate definitive Notes in exchange for temporary Notes.

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Holders of temporary Notes will be entitled to all of the benefits of this Indenture.

Section 2.11Cancellation.

The Company at any time may deliver Notes to the Trustee for cancellation.  The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment.  The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will dispose of such canceled Notes (subject to the record retention requirement of the Exchange Act) in its customary manner.  Certification of the disposition of all canceled Notes will be delivered to the Company upon its written request therefor.  The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.12Defaulted Interest.

If the Company defaults in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof.  The Company will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment.  The Company will fix or cause to be fixed each such special record date and payment date; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest.  At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) will mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Section 2.13CUSIP Numbers.

The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.  The Company will promptly notify the Trustee in writing of any change in the “CUSIP” numbers.

ARTICLE 3

REDEMPTION AND PREPAYMENT

Section 3.01Notices to Trustee.

If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 45 days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth:

(1) the clause of this Indenture pursuant to which the redemption shall occur;

(2) the redemption date;

(3) the principal amount of Notes to be redeemed; and

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(4) the redemption price.

Section 3.02Selection of Notes to Be Redeemed or Purchased.

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee will select Notes for redemption or purchase in principal amounts of $1,000 or integral multiples thereof (by lot, on a pro rata basis or another method the Trustee deems appropriate except:

(1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or

(2) if otherwise required by law.

In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

The Trustee will promptly notify the Company in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased.  Notes and portions of Notes selected will be in amounts of $1,000 or whole multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased.  Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03Notice of Redemption.

Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption date, the Company will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 11 hereof.

The notice will identify the Notes (including CUSIP Numbers) to be redeemed and will state:

(1) the redemption date;

(2) the redemption price;

(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note;

(4) the name and address of the Paying Agent;

(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

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(6) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

(7) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(8) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

At the Company’s request, the Trustee will give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company has delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price.  A notice of redemption may not be conditional.

Section 3.05Deposit of Redemption or Purchase Price.

One Business Day prior to the redemption or purchase date, the Company will deposit with the Trustee or with the Paying Agent prior to 10:00 AM Eastern Time money sufficient to pay the redemption or purchase price of and accrued interest on all Notes to be redeemed or purchased on that date.  The Trustee or the Paying Agent will promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest on, all Notes to be redeemed or purchased.

If the Company complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase.  If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date.  If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Company will issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered.

Section 3.07Optional Redemption.

(a)  At any time prior to              , 2007, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture (including Additional

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Notes, if any) at a redemption price of         % of the principal amount, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more Public Equity Offerings of the Company; provided that:

(1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

(2) the redemption occurs within 90 days of the date of the closing of such Public Equity Offering.

(b)  Except pursuant to Sections 3.07(a), the Notes will not be redeemable at the Company’s option prior to            , 2008.

(c)  On or after               , 2008, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on              of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2008		%
2009		%
2010 and thereafter	100.000	%

Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

(d)  Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08Mandatory Redemption.

The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.09Offer to Purchase by Application of Excess Proceeds.

In the event that, pursuant to Section 4.10 hereof, the Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it will follow the procedures specified below.

The Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets.  The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”).  No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other

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pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer.  Payment for any Notes so purchased will be made in the same manner as interest payments are made.

If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

Upon the commencement of an Asset Sale Offer, the Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee.  The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer.  The notice, which will govern the terms of the Asset Sale Offer, will state:

(1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer will remain open;

(2) the Offer Amount, the purchase price and the Purchase Date;

(3) that any Note not tendered or accepted for payment will continue to accrue interest;

(4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest after the Purchase Date;

(5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of $1,000 only;

(6) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(7) that Holders will be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(8) that, if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the Offer Amount, the Company will select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, will be purchased); and

(9) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

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On or before the Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09.  The Company, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company will promptly issue a new Note, and the Trustee, upon written request from the Company, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered.  Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof.  The Company will publicly announce the results of the Asset Sale Offer on the Purchase Date.

Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

ARTICLE 4

COVENANTS

Section 4.01Payment of Notes.

The Company will pay or cause to be paid the principal of, premium, if any, and interest on, the Notes on the dates and in the manner provided in the Notes.  Principal, premium, if any, and interest will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 4.02Maintenance of Office or Agency.

The Company will maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served.  The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of

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New York for such purposes.  The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Section 4.03Reports.

(a)  Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes or cause the Trustee to furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations:

(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent registered public accounting firm; and

(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.

In addition, the Company will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods.  The Company will at all times comply with TIA § 314(a).

If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in the preceding paragraph with the SEC within the time periods specified above unless the SEC will not accept such a filing.  The Company will not take any action for the purpose of causing the SEC not to accept any such filings.  If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason,  the Company will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Company were required to file those reports with the SEC.

(b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) of this Section 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

(c) For so long as any Notes remain outstanding, if at any time they are not required to file with the SEC the reports required by paragraphs (a) and (b) of this Section 4.03, the Company and the Guarantors will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

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Section 4.04Compliance Certificate.

(a) The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

(b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.03 above shall be accompanied by a written statement of the Company’s independent public accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4 or Article 5 hereof or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation.

(c) So long as any of the Notes are outstanding, the Company will deliver to the Trustee, forthwith (and in any event within 10 days) upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Section 4.05Taxes.

The Company will pay, and will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06Stay, Extension and Usury Laws.

The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

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Section 4.07Restricted Payments.

(a)  The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company and other than dividends or distributions payable to the Company or a Restricted Subsidiary of the Company);

(2) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests (other than any such Equity Interest owned by a wholly owned Restricted Subsidiary of the Company) of the Company or any direct or indirect parent of the Company;

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries), except a payment of interest or principal at the Stated Maturity thereof; or

(4) make any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (4) being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment, no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment and:

(1) if the Fixed Charge Coverage Ratio for the Company’s four most recent fiscal quarters for which internal financial statements are available is not less than 1.6 to 1, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries since the date hereof (except for Restricted Payments made pursuant to Section 4.07(b)(1) (so long as such Restricted Payment was previously included for purposes of this calculation (to the extent required to be so included) at the time of its declaration), 4.07(b)(2), 4.07(b)(3), 4.07(b)(6), 4.07(b)(11), 4.07(b)(13), 4.07(b)(14) and 4.07(b)(15) below, is less than the sum, without duplication of:

(a)  Excess Cash of the Company for the period (taken as one accounting period) from and including the first fiscal quarter beginning after the date hereof to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment; plus

(b)  100% of the aggregate net cash proceeds received by the Company since the date of this Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such

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Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company); plus

(c)  100% of the Fair Market Value as of the date of issuance of any Equity Interests (other than Disqualified Stock) issued since the date of this indenture by the Company as consideration for the purchase by the Company or any of its Restricted Subsidiaries of all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business (including by means of a merger, consolidation or other business combination permitted under this Indenture); plus

(d)  to the extent that any Restricted Investment that was made after the date of this Indenture is sold for cash or other property or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment or the Fair Market Value of such other property (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment; plus

(e)  to the extent that any Unrestricted Subsidiary of the Company designated as such after the date of this Indenture is redesignated as a Restricted Subsidiary after the date of this Indenture or merges or consolidates with or into, or is liquidated into, the Company or any of its Restricted Subsidiaries, the lesser of (i) the Fair Market Value of the Company’s Investment in such Subsidiary as of the date of such redesignation or (ii) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the date of this Indenture (the amount determined at any time pursuant to items (b), (c), (d) and (e) being referred to as the “Incremental Funds”); minus

(f)  the aggregate amount of Restricted Payments made in reliance on Incremental Funds pursuant to this clause (1) or clause (2) below; or

(2) if the Fixed Charge Coverage Ratio for the Company’s four most recent fiscal quarters for which internal financial statements are available is less than 1.6 to 1, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries since the beginning of the fiscal quarter in which such Restricted Payment is made (such Restricted Payments for purposes of this clause (2) meaning only distributions on the Company’s common stock), is less than the sum, without duplication, of:

(a)  $10.0 million less the aggregate amount of all Restricted Payments made by the Company pursuant to this clause (2)(a) during the period ending on the last day of the fiscal quarter of the Company immediately preceding the fiscal quarter in which such Restricted Payment is made and beginning on the date of this Indenture, plus

(b)  Incremental Funds to the extent not previously expended pursuant to this clause (2) or clause (1) above;

provided that only Restricted Payments that are distributions on the Company’s common stock may be made pursuant to this clause (2).

(b)  The preceding provisions will not prohibit:

(1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as

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the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of this Indenture;

(2) so long as no Default has occurred and is continuing or would be caused thereby, the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the sale within 10 Business Days (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock) or from the contribution of common equity capital to the Company within 10 Business Days; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (1)(b) of Section 4.07(a);

(3) so long as no Default has occurred and is continuing or would be caused thereby, the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness or issuance of Disqualified Stock permitted to be issued by Section 4.09 hereof within 10 Business Days from such incurrence or issuance;

(4) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis;

(5) so long as no Default has occurred and is continuing or would be caused thereby, the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by any current or former officer, director or employee of the Company or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option plan or any other management or employee benefit plan or agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $2.0 million in any calendar year; provided, further, that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds received by the Company or any of its Restricted Subsidiaries (to the extent contributed to the Company) from sales of Equity Interests (other than Disqualified Stock) of the Company to officers, directors or employees of the Company or any of its Restricted Subsidiaries that occur after the date of this Indenture (provided that the amount of such cash proceeds used for any such repurchase, redemption, acquisition or retirement will not increase the amount available for Restricted Payments under clause (1)(b) of Section 4.07(a) hereof and provided that the Company may elect to apply all or any portion of the aggregate increase contemplated by this proviso in any calendar year); provided, further, that cancellation of Indebtedness owing to the Company from members of management of the Company or any Restricted Subsidiary in connection with a repurchase of Equity Interests of the Company will not be deemed to constitute a Restricted Payment;

(6) so long as no Default has occurred and is continuing or would be caused thereby, the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options;

(7) so long as no Default has occurred and is continuing or would be caused thereby, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary of the Company issued on or after the date of this Indenture in accordance with Section 4.09 hereof;

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(8) so long as no Default has occurred and is continuing or would be caused thereby, upon the occurrence of a Change of Control and within 60 days after the completion of the related Change of Control Offer, any purchase or redemption of Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee required pursuant to the terms thereof as a result of such Change of Control at a purchase or redemption price not to exceed 101% of the outstanding principal amount thereof, plus accrued and unpaid interest thereon, if any; provided, however, that such purchase or redemption is not made, directly or indirectly, from the proceeds of (or made in anticipation of) any issuance of Indebtedness by the Company or any of its Restricted Subsidiaries;

(9) repurchases of Capital Stock deemed to occur upon the exercise of stock options if the Capital Stock represents a portion of the exercise price thereof;

(10) payments of dividends to the Company solely to enable it to make payments to holders of its Capital Stock in lieu of the issuance of fractional shares of its Capital Stock;

(11) so long as no Default has occurred and is continuing or would be caused thereby, the acquisition of any shares of Disqualified Stock of the Company in exchange for other shares of Disqualified Stock of the Company or with the net cash proceeds from an issuance of Disqualified Stock by the Company within 10 Business Days of such issuance, in each case that is permitted to be issued under Section 4.09 hereof;

(12) so long as no Default has occurred and is continuing or would be caused thereby, the First Four Dividend Payments;

(13) the repurchase of the Company’s Class B common stock on the date hereof or on the closing date(s) of the exercise of the over-allotment option relating to the EISs (which closing date(s) shall occur on or before [ ], 2004);

(14) so long as no Default has occurred and is continuing or would be caused thereby, other Restricted Payments in an aggregate amount not to exceed $10.0 million since the date of this Indenture; and

(15) so long as no Default has occurred and is continuing to or would be caused thereby, the repurchase of shares of our Class B common stock issued on or before the date hereof with the proceeds of an issuance of EISs or, if no EISs are outstanding on the sale of repurchase, the issuance of Senior Subordinated Notes and the Company’s Class A common stock, in either case completed substantially contemporaneously with the repurchase and, in respect of any Senior Subordinated Notes, incurred pursuant to Section 4.09(b)(19) hereof, provided that such transactions may only be consummated in accordance with the Securities Holders Agreement, provided, further, that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from Section 4.07(1)(b) hereof.

(c)  If the Company’s Net Cash Balance is less than $10.0 million at the end of any fiscal year beginning with the fiscal year ended January 1, 2005, then until the earlier of (a) the first fiscal year end thereafter at which the Company’s Net Cash Balance equals or exceeds $10.0 million and (b) the first fiscal quarter end thereafter at which the Company’s Net Cash Balance equals or exceeds $12.5 million, the amount of Excess Cash that the Company may use to make dividends or other distributions on its common stock pursuant to the second clause (1) of the first paragraph of this covenant shall be reduced to 98.0% thereof.

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(d)  For purposes of this covenant, the amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.  The Fair Market Value of any assets or securities that are required to be valued by Section 4.07 will be determined by the Board of Directors of the Company whose resolution with respect thereto will be delivered to the Trustee to the extent that such Fair Market Value exceeds $10.0 million.  For purposes of determining compliance with Section 4.07, in the event that a Restricted Payment meets the criteria of more than one of the exceptions described in Section 4.07(b) or is entitled to be made pursuant to Section 4.07(a) hereof, the Company will be permitted, in its sole discretion, to classify the Restricted Payment in any manner that complies with Section 4.07.

Section 4.08Dividend and Other Payment Restrictions Affecting Subsidiaries.

(a)  The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries;

(2)  make loans or advances to the Company or any of its Restricted Subsidiaries; or

(3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

(b)  However, the preceding restrictions in Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:

(1) agreements governing Existing Indebtedness and any other agreement, including Credit Facilities and the Subordinated Note Indenture as in effect on the date of this Indenture and any amendments, restatements, modifications, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;

(2) this Indenture, the Notes and the Note Guarantees;

(3) applicable law, rule, regulation or order;

(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;

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(5) customary non-assignment provisions in contracts, licenses and other commercial agreements entered into in the ordinary course of business;

(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of Section 4.08(a) hereof;

(7) any agreement for the sale or other disposition of all or substantially all of the Capitol Stock of assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;

(8) Permitted Refinancing Indebtedness; provided that the encumbrances or restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are, in the good faith judgment of the senior management or Board of Directors of the Company, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(9) Any restriction on the transfer of assets under any Lien permitted under this Indenture imposed by the holder of the Lien;

(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business or with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; and

(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Section 4.09Incurrence of Indebtedness and Issuance of Preferred Stock.

(a)  The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

(b)  The provisions of Section 4.09(a) hereof will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1) the incurrence by the Company and any of its Restricted Subsidiaries of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal

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amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed the greater of (x) $50.0 million and (y) the amount of the Borrowing Base as of the date of such incurrence;

(2) the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness;

(3) the incurrence of up to $190.0 million of Subordinated Notes and the related guarantees thereof by the Company and the Guarantors;

(4) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Note Guarantees to be issued on the date of this Indenture;

(5) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of the Company or any of its Restricted Subsidiaries (whether through the direct purchase of assets or the Equity Interests of any Person owning such assets), in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (5), not to exceed $20.0 million at any time outstanding;

(6) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred by Section 4.09(a) or clauses (2), (3), (4), (5), (6), (17) or (18) of this Section 4.09(b);

(7) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that:

(a)  if the Company or any Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor; and

(b)  (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary of the Company, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (7);

(8) the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:

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(a)  any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Company or a Restricted Subsidiary of the Company; and

(b)  any sale or other transfer of any such preferred stock to a Person that is not either the Company or a Restricted Subsidiary of the Company,

will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (8);

(9) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business;

(10) the guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this Section 4.09; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;

(11) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of bankers’ acceptances, performance, bid and surety bonds and completion guarantees provided in the ordinary course of business;

(12) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business;

(13) the incurrence of Indebtedness arising from agreements of the Company or any of its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any business, assets or a Restricted Subsidiary, other than the Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary for the purpose of financing such acquisition; provided, however, that:

(a)  such Indebtedness is not reflected on the balance sheet of the Company or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (a)); and

(b)  the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Company and Restricted Subsidiaries in connection with such disposition;

(14) the incurrence of Indebtedness owed to any Person in connection with worker’s compensation, self-insurance, health, disability or other employee benefits or property, casualty or liability insurance provided by such Person to the Company or any of its Restricted Subsidiaries, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business and consistent with past practices;

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(15) pledges, deposits or payments made or given in the ordinary course of business in connection with or to secure statutory, regulatory or similar obligations, including obligations under health, safety or environmental obligations, or arising from guarantees to suppliers, lessors, licenses, contractors, franchisees or customers of obligations, other than Indebtedness, made in the ordinary course of business;

(16) the incurrence of Indebtedness by the Company or any of its Restricted Subsidiaries issued to directors, officers or employees of the Company or any of its Restricted Subsidiaries in connection with the redemption or purchase of Capital Stock that, by its terms, is subordinated to the Notes, is not secured by any assets of the Company or any of its Restricted Subsidiaries and does not require cash payments prior to the Stated Maturity of the Notes, in an aggregate principal amount at any time outstanding not to exceed $2.0 million;

(17) the incurrence of Indebtedness by the Company or any Restricted Subsidiary to finance the acquisition (including, without limitation, by way of a merger) of Capital Stock of any Person engaged in, or assets used or useful in, a Permitted Business; provided that the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Indebtedness is incurred would have been at least 1.75 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the Indebtedness had been incurred at the beginning of such four-quarter period; and

(18) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (18), not to exceed $20.0 million; and

(19) the incurrence by the Company of Indebtedness in the form of Senior Subordinated Notes in connection with the issuance of EISs or, if there are no EISs outstanding on the date of such issuance, the issuance of our Class A common stock, (and in each case, the incurrence of the related guarantees in respect of such Senior Subordinated Notes by the Guarantors), provided that (a) no Default or Event of Default has occurred and is continuing at the time of such issuance or would be caused thereby, (b) the ratio of the aggregate principal amount of such Senior Subordinated Notes over the number of additional shares of the Company’s Class A common stock issued contemporaneously therewith shall not exceed (i) the equivalent ratio with respect to the EISs outstanding immediately prior to such issuance, or (ii) if there are no EISs outstanding immediately prior to such issuance, the equivalent ratio with respect to the EISs outstanding on the date hereof, and (c) the Company uses the proceeds of such issuance solely to repurchase shares of Class B common stock issued on or before the date hereeof from holders thereof in accordance with the Securities Holders Agreement.

The Company will not incur, and will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Company or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Notes and the applicable Note Guarantee on substantially identical terms; provided, however, that no Indebtedness shall be deemed to be contractually subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured or by virtue of being secured on a first or junior Lien basis.

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For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (19) above or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.09.  Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued and authenticated under this Indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt.  The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.09; provided, in each such case, that the amount thereof is included in Fixed Charges of the Company as accrued.  Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

(2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(A)  the Fair Market Value of such assets at the date of determination; and

(B)  the amount of the Indebtedness of the other Person.

Section 4.10Asset Sales.

The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents.  For purposes of this provision, each of the following shall be deemed to be cash:

(A)  any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability;

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(B)  any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days after such Asset Sale, to the extent of the cash received in that conversion; and

(C)  any stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of this Section 4.10.

Any Asset Sale pursuant to a condemnation, appropriation or other similar taking, including by deed in lieu of condemnation, or pursuant to the foreclosure or other enforcement of a Permitted Lien or exercise by the related lienholder of rights with respect to any of the foregoing, including by deed or assignment in lieu of foreclosure, will not be required to satisfy the conditions set forth in the preceding paragraph.  Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds, at its option:

(1)           to repay, prepay or purchase Indebtedness and other Obligations under a Credit Facility and, if the Indebtedness repaid is revolving credit Indebtedness to correspondingly reduce commitments with respect thereto;

(2)           to acquire all or substantially all of the assets of another Permitted Business, or to acquire any Capital Stock of another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company;

(3)to make a capital expenditure;

(4)           to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; or

(5)any combination of the foregoing clauses (1) through (4).

In the case of clauses (2) and (4) above, the Company will be deemed to have complied with its obligations in the preceding paragraph if it enters into a binding commitment to acquire such assets or Capital Stock prior to 360 days after the receipt of the applicable Net Proceeds; provided that such binding commitment will be subject only to customary conditions and such acquisition is completed within 180 days following the expiration of the aforementioned 360 day period.  If the acquisition contemplated by such binding commitment is not consummated on or before such 180^th day, and the Company has not applied the applicable Net Proceeds for another purpose permitted by the preceding paragraph on or before such 180^th day, such commitment shall be deemed not have been a permitted application of Net Proceeds.  Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this Section 4.10 will constitute “Excess Proceeds.”  When the aggregate amount of Excess Proceeds exceeds $10.0 million, within 30 days thereof, the Company will make an Asset Sale Offer to all Holders of Notes and all Holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds.  The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase and will be payable in cash.  If any Excess Proceeds remain after consummation of an Asset Sale Offer, the

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Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis.  Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

Any Asset Sale Offer will be made in compliance with all applicable laws, rules and regulations, including, if applicable, Regulation 14E under the Exchange Act and the rules thereunder and all other applicable Federal and state securities laws.  To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Company’s compliance with those laws and regulations will not in and of itself cause a breach of its obligations under this Section 4.10.

Section 4.11Transactions with Affiliates.

(a)  The Company will not, and will not permit any of its Restricted Subsidiaries to, on or after the date of this Indenture, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each, an “Affiliate Transaction”), unless:

(1) the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with a Person that is not an Affiliate of the Company; and

(2) The Company delivers to the Trustee:

(A)  with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors of the Company set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with this Section 4.11(a) and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company or, if none, a disinterested representative appointed by the Board of Directors for such purpose; and

(B)  with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view or that such Affiliate Transaction is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained in a comparable transaction with a Person that is not an Affiliate of the Company, as issued by an accounting, appraisal or investment banking firm of national standing.

(b)  The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.11(a) hereof:

(1)  any employment agreement, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;

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(2) transactions between or among the Company and/or its Restricted Subsidiaries;

(3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(4) fees and compensation paid to officers and employees of the Company or any Restricted Subsidiaries, to the extent such fees and compensation are reasonable and customary, and payment of reasonable directors’ fees to Persons who are not otherwise Affiliates of the Company;

(5) any issuance or sale of Equity Interests (other than Disqualified Stock) of the Company to Affiliates, employees, officers and directors of the Company or any of its Restricted Subsidiaries;

(6) Restricted Payments that are permitted by Section 4.07 hereof;

(7) fees payable to BRS or an Affiliate of BRS under the Transaction Services Agreement;

(8) maintenance in the ordinary course of business of customary benefit programs or arrangements for employees, officers or directors, including vacation plans, health and life insurance plans, deferred compensation plans and retirement or savings plans and similar plans;

(9) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding;

(10) any agreement as in effect and entered into as of the date of this Indenture, including the [Securities Holders Agreement], or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders of the Notes in any material respect than the original agreement as in effect on the date of this Indenture;

(11) any transaction or series of transactions between the Company or any Restricted Subsidiary and any of their Joint Ventures; provided that (a) such transaction or series of transactions is in the ordinary course of business between the Company or such Restricted Subsidiary and such Joint Venture and (b) with respect to any such Affiliate Transaction involving aggregate consideration in excess of $5.0 million, such Affiliate Transaction complies with Section 4.11(a)(1) hereof and such Affiliate Transaction has been approved by the Board of Directors of the Company;

(12) any service, purchase, lease, supply or similar agreement entered into in the ordinary course of business between the Company or any Restricted Subsidiary and any Affiliate that is a customer, client, supplier or purchaser or seller of goods or services, so long as the senior management or Board of Directors of the Company determines in good faith that any such agreement is on terms no less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable arms’-length transaction with an entity that is not an Affiliate; and

(13) the payment of all fees and expenses related to the Transactions.

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Section 4.12Liens.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind (other than Permitted Liens) to secure Indebtedness of any kind on any asset now owned or hereafter acquired, unless all payments due under this Indenture and the Notes are secured on an equal and ratable basis with the obligations so secured (or, if such obligations are subordinated by their terms to the Notes or the Note Guarantees, prior to the obligations so secured) until such time as such obligations are no longer secured by a Lien.

Section 4.13Business Activities.

The Company will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole, as reasonably determined in good faith by the Board of Directors of the Company.

Section 4.14Corporate Existence.

Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect:

(1) its corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary; and

(2) the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Subsidiaries, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes.

Section 4.15Offer to Repurchase Upon Change of Control.

(a)  If a Change of Control occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth herein.  In the Change of Control Offer (subject to the conditions required by applicable law, if any), the Company will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”).  No earlier than ten days and no later than 20 days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment;

(2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

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(3) that any Note not tendered will continue to accrue interest;

(4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and

(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change in Control.  To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 or 4.15 hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.15 by virtue of such compliance.

(b)  On the Change of Control Payment Date, the Company will, to the extent lawful:

(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any.  The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of

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Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in Section 4.15 and Section 3.09 hereof and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price.

Section 4.16No Amendment to Subordination Provisions.

Without the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, the Company will not amend, modify or alter the Senior Subordinated Note Indenture in any way to:

(1) increase the rate of or change the time for payment of interest on any Senior Subordinated Notes;

(2) increase the principal of, advance the final maturity date of or shorten the Weighted Average Life to Maturity of any Senior Subordinated Notes;

(3) alter the redemption provisions or the price or terms at which the Company is required to offer to purchase any Senior Subordinated Notes; or

(4) amend the provisions of Article 10 of the Senior Subordinated Note Indenture (which relate to subordination).

Section 4.17Limitation on Sale and Leaseback Transactions.

The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Guarantor may enter into a sale and leaseback transaction if:

(1) the Company or that Guarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to the provisions of Section 4.12 hereof;

(2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction; and

(3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, Section 4.10 hereof.

Section 4.18Payments for Consent.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

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Section 4.19Additional Note Guarantees.

If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the date of this Indenture, then that newly acquired or created Domestic Subsidiary will become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel (subject to customary assumptions and exceptions) satisfactory to the Trustee within 10 Business Days of the date on which it was acquired or created; provided that any Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary.  The form of such Note Guarantee is attached as Exhibit E hereto.

Section 4.20Designation of Restricted and Unrestricted Subsidiaries.

The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default.  If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined by the Company.  That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.  The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof.  If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Company will be in default of such covenant.  The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

ARTICLE 5
SUCCESSORS

Section 5.01Merger, Consolidation, or Sale of Assets.

The Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving entity); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets (such amounts to be computed on a consolidated basis) of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

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(1) either: (a) the Company is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is either (i) a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia or (ii) a partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia that has at least one Restricted Subsidiary that is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia, which corporation becomes the co-issuer of the Notes pursuant to a supplemental indenture reasonably satisfactory to the Trustee;

(2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes and this Indenture pursuant to agreements reasonably satisfactory to the Trustee;

(3) immediately after such transaction, no Default or Event of Default exists; and

(4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either:

(A)  be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof.

(B)  have a Fixed Charge Coverage Ratio that is equal to or greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such consolidation, merger, sale, assignment, transfer, conveyance or other disposition.

In addition, the Company shall not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.

This Section 5.01 will not apply to:

(1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or

(2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries.

Section 5.02Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or

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other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor Person and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale of all of the Company’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof.

ARTICLE 6
DEFAULTS AND REMEDIES

Section 6.01Events of Default.

Each of the following will be an “Event of Default”:

(1) default for 30 days in the payment when due of interest on the Notes;

(2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes;

(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.07, 4.09 or 5.01 hereof;

(4) failure by the Company or any of its Restricted Subsidiaries for 30 days to comply with the provisions of Sections 4.10 and 4.15 hereof.

(5) failure by the Company or any of its Restricted Subsidiaries for 60 days after written notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture;

(6) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of this Indenture, if that default:

(A)  is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

(B)  results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default] or the maturity of which has been so accelerated, aggregates $10.0 million or more;

(7) failure by the Company or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after their entry;

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(8) except as permitted by this Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee;

(9) a payment of dividends by the Company on its common stock (A) during the continuance of an Event of Default, (B) pursuant to the second clause (1) under Section 4.07, when the then-available financial statements presented to the Board of Directors show a Fixed Charge Coverage Ratio of less than 1.6 to 1.0, or (C) pursuant to the second clause (2) under Section 4.07, when the then-available financial statements presented to the Board of Directors show that the amount of dividends exceeds the amount permitted to be paid under such clause;

(10) the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

(A)  commences a voluntary case,

(B)  consents to the entry of an order for relief against it in an involuntary case,

(C)  consents to the appointment of a custodian of it or for all or substantially all of its property,

(D)  makes a general assignment for the benefit of its creditors, or

(E)  generally is not paying its debts as they become due; or

(11) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A)  is for relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary in an involuntary case;

(B)  appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; or

(C)  orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days.

Section 6.02Acceleration.

In the case of an Event of Default specified in clause (8) or (9) of Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any

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group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice.  If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

Upon any such declaration, the Notes shall become due and payable immediately.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.

If an Event of Default occurs on or after                     , 2008 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to                     , 2008 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to such date, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable, to the extent permitted by law, in an amount, for each of the years beginning on                of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence):

Year	Percentage
2008		%
2009		%
2010		%

Section 6.03Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  All remedies are cumulative to the extent permitted by law.

Section 6.04Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium or interest on, the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then

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outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration.  Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05Control by Majority.

Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it.  However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines in good faith may be prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability.

Section 6.06Limitation on Suits.

A Holder may pursue a remedy with respect to this Indenture or the Notes only if:

(1) such Holder gives to the Trustee written notice that an Event of Default is continuing;

(2) Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy;

(3) such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity reasonably satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and

(5) during such 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such request.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium and interest remaining unpaid on, the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

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Section 6.09Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof.  To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.  Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10Priorities.

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

First:      to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second:  to Holders of Notes for amounts due and unpaid on the Notes for principal, premium and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium and interest, respectively; and

Third:     to the Company or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Section 6.11Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.

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ARTICLE 7
TRUSTEE

Section 7.01Duties of Trustee.

(a)  If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)  Except during the continuance of an Event of Default:

(1) the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.  However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c)  The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(2) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(3) the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(d)  Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01.

(e)  No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability.  The Trustee will be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

(f)  The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.  Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

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Section 7.02Rights of Trustee.

(a)  The Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper Person.  The Trustee need not investigate any fact or matter stated in the document.

(b)  Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both.  The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel.  The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)  The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with due care.

(d)  The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e)  Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.

(f)  The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security satisfactory to it against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.

(g)  in no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action;

(h)  the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture;

(i)  the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

Section 7.03Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee.  However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if this Indenture has been qualified under the TIA) or resign.  Any Agent may do the same with like rights and duties.  The Trustee is also subject to Sections 7.10 and 7.11 hereof.

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Section 7.04Trustee’s Disclaimer.

The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee will mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs.  Except in the case of a Default or Event of Default in payment of principal of, premium or interest on, any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

Section 7.06Reports by Trustee to Holders of the Notes.

(a)  Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee will mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted).  The Trustee also will comply with TIA § 313(b)(2).  The Trustee will also transmit by mail all reports as required by TIA § 313(c).

(b)  A copy of each report at the time of its mailing to the Holders of Notes will be mailed by the Trustee to the Company and filed by the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d).  The Company will promptly notify the Trustee when the Notes are listed on any stock exchange.

Section 7.07Compensation and Indemnity.

(a)  The Company will pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time.  The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust.  The Company will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services.  Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

(b)  The Company and the Guarantors will indemnify the Trustee against any and all losses, liabilities, claims, damages or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith.  The Trustee will notify the Company promptly of any claim for which it may seek indemnity.  Failure by the

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Trustee to so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder.  The Company or such Guarantor will defend the claim and the Trustee will cooperate in the defense.  The Trustee may have separate counsel and the Company will pay the reasonable fees and expenses of such counsel.  Neither the Company nor any Guarantor need pay for any settlement made without its consent, which consent will not be unreasonably withheld.

(c)  The obligations of the Company and the Guarantors under this Section 7.07 will survive the satisfaction and discharge of this Indenture.

(d)  To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, the Trustee will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes.  Such Lien will survive the satisfaction and discharge of this Indenture.

(e)  When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(8) or (9) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

(f)  The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Section 7.08Replacement of Trustee.

(a)  A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

(b)  The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company.  The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing.  The Company may remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10 hereof;

(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(3) a custodian or public officer takes charge of the Trustee or its property; or

(4) the Trustee becomes incapable of acting.

(c)  If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee.  Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

(d)  If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee.

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(e)  If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f)  A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company.  Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee will mail a notice of its succession to Holders.  The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof.  Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee.

Section 7.09Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor Trustee.

Section 7.10Eligibility; Disqualification.

There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100.0 million as set forth in its most recent published annual report of condition.

This Indenture will always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5).  The Trustee is subject to TIA § 310(b).

Section 7.11Preferential Collection of Claims Against Company.

The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b).  A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01Option to Effect Legal Defeasance or Covenant Defeasance.

The Company may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02Legal Defeasance and Discharge.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied

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(hereinafter, “Legal Defeasance”).  For this purpose, Legal Defeasance means that the Company and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

(1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof;

(2) the Company’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof;

(3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith; and

(4) this Article 8.

Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03Covenant Defeasance.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19 and 4.20 hereof and clause (4) of Section 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes).  For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Company and the Guarantors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby.  In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(6) hereof will not constitute Events of Default.

Section 8.04Conditions to Legal or Covenant Defeasance.

In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof:

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(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm, or independent registered public accounting firm, to pay the principal of, premium and interest on, the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date;

(2) in the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee an Opinion of Counsel confirming that:

(A)  the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or

(B)  since the date of this Indenture, there has been a change in the applicable federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and

(7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

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

Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and interest, but such money need not be segregated from other funds except to the extent required by law.

The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06Repayment to Company.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest on, any Note and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 8.07Reinstatement.

If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s and the Guarantors’ obligations under this Indenture and the Notes and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on, any Note following the reinstatement of its obligations, the Company will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

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ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01Without Consent of Holders of Notes.

Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holder of Note:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor] pursuant to Article 5 hereof;

(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;

(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

(6) to conform the text of this Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s prospectus dated                      , 2004, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes;

(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture;

(8) to comply with the provisions of DTC or the Trustee with respect to the provisions of this Indenture and the Notes relating to transfers and exchanges of Notes or beneficial in the Notes; or

(9) to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

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Section 9.02With Consent of Holders of Notes.

Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes).Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture.

It is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver.  Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.  Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes or the Note Guarantees.  However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10 and 4.15 hereof);

(3) reduce the rate of or change the time for payment of interest, including default interest, on any Note;

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(4) waive a Default or Event of Default in the payment of principal of, or premium, if any, or interest on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);

(5) make any Note payable in money other than that stated in the Notes;

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium on, the Notes;

(7) waive a redemption payment with respect to any Note (other than a payment required by Sections 3.09, 4.10 or 4.15 hereof);

(8) amend the covenant described in Section 4.07 in any way that would permit the Company to take any action described in clauses (1) or (2) of the first paragraph of such covenant when it would not have otherwise been permitted to take such action under the terms of such covenant as in effect on the date of the indenture;

(9) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or

(10) make any change in the preceding amendment, supplement and waiver provisions that requires each holder’s consent.

Section 9.03Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes will be set forth in a amended or supplemental indenture that complies with the TIA as then in effect.

Section 9.04Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note.  However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective.  An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

Section 9.05Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated.  The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

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Section 9.06Trustee to Sign Amendments, etc.

The Trustee will sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee.  The Company may not sign an amended or supplemental indenture until the Board of Directors of the Company approves it.  In executing any amended or supplemental indenture, the Trustee will be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture.

ARTICLE 10
NOTE GUARANTEES

Section 10.01Guarantee.

(a)  Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:

(1)  the principal of, premium, if any, and interest on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately.  Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

(b)  The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.  Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

(c)  If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.

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(d)  Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.  Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee.  The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Section 10.02Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee.  To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.

Section 10.03Execution and Delivery of Note Guarantee.

To evidence its Note Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form attached as Exhibit E hereto will be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture will be executed on behalf of such Guarantor by one of its Officers.

Each Guarantor hereby agrees that its Note Guarantee set forth in Section 10.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

If an Officer whose signature is on this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors.

In the event that the Company or any of its Restricted Subsidiaries creates or acquires any Domestic Subsidiary after the date of this Indenture, if required by Section 4.24 hereof, the Company will cause such Domestic Subsidiary to comply with the provisions of Section 4.24 hereof and this Article 10, to the extent applicable.

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Section 10.04Guarantors May Consolidate, etc., on Certain Terms.

Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

(1) immediately after giving effect to such transaction, no Default or Event of Default exists; and

(2) either:

(a)  subject to Section 10.05 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee on the terms set forth herein or therein, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee; or

(b)  the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof.

In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person will succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor.  Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee.  All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the Notes will prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Section 10.05Releases.

(a)  In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof.  Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the

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Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee.

(b)  Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee.

(c)  Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee.

(d)  If such Guarantor no longer constitutes a Domestic Subsidiary.

Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.

ARTICLE 11
SATISFACTION AND DISCHARGE

Section 11.01Satisfaction and Discharge.

This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when:

(1) either:

(a)  all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or

(b)  all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and

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(4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be.

In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 11.01, the provisions of Sections 11.02 and 8.06 hereof will survive.  In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Section 11.02Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Company has made any payment of principal of, premium, if any, or interest on, any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 12
MISCELLANEOUS

Section 12.01Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties will control.

Section 12.02Notices.

Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address:

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If to the Company and/or any Guarantor:

B&G Foods, Inc.
Four Gatehall Drive, Suite 110
Parsippany, NJ  07054
Facsimile No.:  (973) 401-6550
Attention:  Chief Financial Officer

With a copy to:
Dechert LLP
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA  19103
Facsimile No.:  (215) 994-2222
Attention:  Christopher G. Karras, Esq.

If to the Trustee:
The Bank of New York
101 Barclay Street, Fl. 8W
New York, NY  10286
Facsimile No.:  (212) 815-5707
Attention:  Corporate Trust Administration

The Company, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar.  Any notice or communication will also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA.  Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company mails a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.

Section 12.03Communication by Holders of Notes with Other Holders of Notes.

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes.  The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

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Section 12.04Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 12.05Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must include:

(1) a statement that the Person making such certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

Section 12.06Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders.  The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 12.07No Personal Liability of Directors, Officers, Employees and Stockholders.

No past, present or future director, officer, employee, direct or indirect incorporator, Affiliate, stockholder or controlling Person, of the Company or any Guarantor, as such, or any successor entity, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  The waiver may not be effective to waive liabilities under the federal securities laws.

76

Section 12.08Governing Law.

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 12.09No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person.  Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 12.10Successors.

All agreements of the Company in this Indenture and the Notes will bind its successors.  All agreements of the Trustee in this Indenture will bind its successors.  All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 10.05 hereof.

Section 12.11Severability.

In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 12.12Counterpart Originals.

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

Section 12.13Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

Section 12.14Waiver of Jury Trial.

EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

[Signatures on following page]

77

SIGNATURES

Dated as of                , 2004
	B&G FOODS HOLDINGS CORP.
	By:
		Name:
		Title:
	BGH HOLDINGS, INC.
	By:
		Name:
		Title:
	BLOCH & GUGGENHEIMER, INC.
	By:
		Name:
		Title:
	HERITAGE ACQUISITION CORP.
	By:
		Name:
		Title:
	MAPLE GROVE FARMS OF VERMONT, INC.
	By:
		Name:
		Title:

ORTEGA HOLDINGS INC.
By:
	Name:
	Title:
POLANER, INC.
By:
	Name:
	Title:
TRAPPEY’S FINE FOODS, INC.
By:
	Name:
	Title:
WILLIAM UNDERWOOD COMPANY
By:
	Name:
	Title:
THE BANK OF NEW YORK
By:
	Name:
	Title:

[Face of Note]

CUSIP/CINS                       

   % Senior Notes due 2011

No.        $                    

B&G FOODS HOLDINGS CORP.

promises to pay to                                                                                                                                                                           &nb sp;             

or registered assigns,

the principal sum of                                                                                                                         DOLLARS on                        , 20        .

Interest Payment Dates:                            and                          

Record Dates:                            and                          

Dated:                               , 2011

B&G FOODS HOLDINGS CORP.
By:
	Name:
	Title:

This is one of the Notes referred to in the within-mentioned Indenture:
THE BANK OF NEW YORK, as Trustee
By:
	Authorized Signatory

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[Back of Note]

   % Senior Notes due 2011

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1) INTEREST.  B&G Foods Holdings Corp., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at     % per annum from                            , 20      until maturity.  The Company will pay interest semi-annually in arrears on                        and                       of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”).  Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be                          , 20   .  The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful.  Interest will be computed on the basis of a 360-day year of twelve 30-day months.

(2) METHOD OF PAYMENT.  The Company will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of business on the                       or                        next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest.  The Notes will be payable as to principal, premium and interest at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent.  Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

(3) PAYING AGENT AND REGISTRAR.  Initially, The Bank of New York, the Trustee under the Indenture, will act as Paying Agent and Registrar.  The Company may change any Paying Agent or Registrar without notice to any Holder.  The Company or any of its Subsidiaries may act in any such capacity.

(4) INDENTURE.  The Company issued the Notes under an Indenture dated as of                           , 2004 (the “Indenture”) among the Company, the Guarantors and the Trustee.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA.  The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms.  To the extent any provision of this Note

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conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.  The Notes are unsecured obligations of the Company.  The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder.

(5) OPTIONAL REDEMPTION.

(a)  At any time prior to                  , 2007, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture (including Additional Notes, if any) at a redemption price of             % of the principal amount, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more Public Equity Offerings of the Company; provided that:

(1) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

(2) the redemption occurs within 90 days of the date of the closing of such Public Equity Offering.

(b)  Except pursuant to the preceding paragraphs (a), the Notes will not be redeemable at the Company’s option prior to                          , 2008.

(c)  On or after                        , 2008, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on                         of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2008		%
2009		%
2010 and thereafter	100.000	%

Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

(6) MANDATORY REDEMPTION.

The Company is not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

(7) REPURCHASE AT THE OPTION OF HOLDER.

(a)  If there is a Change of Control, the Company will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the

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relevant interest payment date (the “Change of Control Payment”).  Within 10 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

(b)  If the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and thereon to the date of purchase in accordance with the procedures set forth in the Indenture.  To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture.  If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis.  Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

(8) NOTICE OF REDEMPTION.  Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture.  Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed.

(9) DENOMINATIONS, TRANSFER, EXCHANGE.  The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000.  The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.  The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.  Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

(10) PERSONS DEEMED OWNERS.  The registered Holder of a Note may be treated as its owner for all purposes.

(11) AMENDMENT, SUPPLEMENT AND WAIVER.  Subject to certain exceptions, the Indenture or the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing Default or Event or

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Default or compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class.  Without the consent of any Holder of a Note, the Indenture or the Notes or the Note Guarantees may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s prospectus dated                    , 2004, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

(12) DEFAULTS AND REMEDIES.  Events of Default include:  (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in the payment when due of the principal of, or premium, if any, on, the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Section 4.07, 4.09 or 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 days to comply with Sections 4.10 and 4.15 of the Indenture; (v) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture or the Notes; (vi) default under certain other agreements relating to Indebtedness of the Company which default results in the acceleration of such Indebtedness prior to its express maturity; (vii) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;  and (x) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf denies or disaffirms its obligations under such Guarantor’s Note Guarantee.  If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.  Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice.  Holders may not enforce the Indenture or the Notes except as provided in the Indenture.  Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium) if it determines that withholding notice is in their interest.  The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes.  The

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Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

(13) TRUSTEE DEALINGS WITH COMPANY.  The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

(14) NO RECOURSE AGAINST OTHERS.  No past, present or future director, officer, employee, direct or indirect incorporator, Affiliate, stockholder or controlling Person, of the Company or any Guarantor, as such, or any successor entity, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  The waiver may not be effective to waive liabilities under the federal securities laws.

(15) AUTHENTICATION.  This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(16) ABBREVIATIONS.  Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(17) CUSIP NUMBERS.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

(18) GOVERNING LAW.  THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture.  Requests may be made to:

B&G Foods Holdings Corp.

Four Gatehall Drive, Suite 110

Parsippany, NJ  07054

Attention:  Chief Financial Officer

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint
to transfer this Note on the books of the Company.  The agent may substitute another to act for him.

Date:
	Your Signature:
	(Sign exactly as your name appears on the face of this Note)
Signature Guarantee*:

*Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

Section 4.10Section 4.15

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:

$               

Date:
	Your Signature:
	(Sign exactly as your name appears on the face of this Note)
	Tax Identification No.:
Signature Guarantee*:

*Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of decrease in
Principal Amount
at maturity of
this Global Note Amount of increase in
Principal Amount
at maturity of
this Global Note Principal Amount
at maturity of this
Global Note following
such decrease
(or increase) Signature of authorized
officer of Trustee or
Custodian

*This schedule should be included only if the Note is issued in global form.

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EXHIBIT B

FORM OF NOTATION OF GUARANTEE

For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of                   , 2004 (the “Indenture”) among B&G Foods Holdings Corp., (the “Company”), the Guarantors party thereto and The Bank of New York, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.  The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee.

Capitalized terms used but not defined herein have the meanings given to them in the Indenture.

[NAME OF GUARANTOR(S)]
By:
	Name:
	Title:

B-1

EXHIBIT C

FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of                        , 200    , among                                 (the “Guaranteeing Subsidiary”), a subsidiary of B&G Foods Holdings Corp. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York, as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of                     , 2004 providing for the issuance of        % Senior Notes due 2011 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.CAPITALIZED TERMS.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.AGREEMENT TO GUARANTEE.  The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.

4.NO RECOURSE AGAINST OTHERS.  No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of the Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

5.NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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

7.EFFECT OF HEADINGS.  The Section headings herein are for convenience only and shall not affect the construction hereof.

8.THE TRUSTEE.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

C-2

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

Dated:                          , 20   

[GUARANTEEING SUBSIDIARY]
By:
	Name:
	Title:
B&G FOODS HOLDINGS CORP.
By:
	Name:
	Title:
[EXISTING GUARANTORS]
By:
	Name:
	Title:
THE BANK OF NEW YORK, as Trustee
By:
	Authorized Signatory

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EX-4.12

Exhibit 4.12

[STOCK CERTIFICATE]

[LOGO] B&G Foods, Inc. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
NUMBER	SHARES
BGF-A
CLASS A COMMON STOCK PAR VALUE $.01	CUSIP 05508R        10        6 SEE REVERSE FOR CERTAIN DEFINITIONS
This Certifies that
is the owner of
fully paid and non-assessable shares of the above Corporation transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and to be sealed with the Seal of the Corporation.
Dated:
/s/ ROBERT CANTWELL SECRETARY	/s/ DAVID WENNER PRESIDENT
[CORPORATE SEAL OF B&G FOODS, INC.]

Countersigned and Registered:
THE BANK OF NEW YORK (NEW YORK)
	Transfer Agent and Registrar
By
	Authorized Signature

EX-5.1

Exhibit 5.1

Form of Dechert LLP Opinion

Dechert LLP
30 Rockefeller Plaza
New York, NY 10112

October [    ], 2004

B&G Foods Holdings Corp.
Four Gatehall Drive, Suite 110
Parsippany, NJ 07054

Re: Registration Statement on Form S-1 (Registration No. 333-112680)

Ladies and Gentlemen:

        We have acted as special counsel to B&G Foods Holdings Corp., a Delaware corporation (the "Company"), and the subsidiaries of the Company named in Schedule I hereto (the "Subsidiary Guarantors") in connection with the preparation and filing by the Company and the Subsidiary Guarantors of the above-referenced registration statement (the "Registration Statement") with the Securities and Exchange Commission, relating to: (i) (a) the proposed sale by the Company of an aggregate of 23,893,533 shares of the Company's Class A Common Stock, par value $0.01 per share (the "Shares") (or 20,776,985 Shares if the EIS Underwriters (as defined below) do not exercise their over-allotment option (the "Over-Allotment Option"), (b) the proposed issuance by the Company of $170,838,760.95 aggregate principal amount (or $148,555,442.75 if the Over-Allotment Option is not exercised) of    % Senior Subordinated Notes due 2016 (the "Senior Subordinated Notes"), (c) the proposed issuance by the Subsidiary Guarantors of subsidiary guarantees (the "Senior Subordinated Subsidiary Guarantees") with respect to the Senior Subordinated Notes and (d) the proposed issuance by the Company of an aggregate of 23,893,533 Enhanced Income Securities (the "EISs") (or 20,776,985 EISs if the Over-Allotment Option is not exercised), each representing one Share and $7.15 aggregate principal amount of Senior Subordinated Notes, which will be sold to the underwriters (the "EIS Underwriters") named in the Registration Statement pursuant to the Underwriting Agreement filed as Exhibit 1.1 to the Registration Statement (the "EIS Underwriting Agreement"); (ii) (a) the proposed issuance by the Company of $19,000,000 aggregate principal amount of the Senior Subordinated Notes (the "Separate Senior Subordinated Notes") and (b) the proposed issuance by the Subsidiary Guarantors of subsidiary guarantees (the "Separate Senior Subordinated Subsidiary Guarantees") with respect to the Separate Senior Subordinated Notes, which will be sold to the underwriters (the "Separate Senior Subordinated Note Underwriters") named in the Registration Statement pursuant to the Underwriting Agreement filed as Exhibit 1.2 to the Registration Statement (the "Separate Senior Subordinated Note Underwriting Agreement"); and (iii) (a) the proposed issuance by the Company of 200,000,000 aggregate principal amount of    % Senior Notes due 2011 (the "Senior Notes") and (b) the proposed issuance by the Subsidiary Guarantors of subsidiary guarantees (the "Senior Subsidiary Guarantees") with respect to the Senior Notes, which will be sold to the underwriters (the "Senior Note Underwriters") named in the Registration Statement pursuant to the Underwriting Agreement filed as Exhibit 1.3 to the Registration Statement (the "Senior Note Underwriting Agreement"). The Senior Subordinated Notes, the Senior Subordinated Subsidiary Guarantees, the Separate Senior Subordinated Notes and the Separate Senior Subordinated Subsidiary Guarantees will be issued under an indenture (the "EIS Indenture") among the Company, the Subsidiary Guarantors and The Bank of New York, as Trustee. The Senior Notes and the Senior Subsidiary Guarantees will be issued under an indenture (the "Senior Note Indenture") among the Company, the Subsidiary Guarantors and The Bank of New York, as Trustee.

        We have participated in the preparation of the Registration Statement and we have reviewed such records, documents, agreements and certificates, and examined such questions of law, as we have considered necessary or appropriate for the purpose of this opinion letter. In making our examination of records, documents, agreements and certificates, we have assumed the authenticity of the same, the correctness of the information contained therein, the genuineness of all signatures, the authority of all persons entering and maintaining records or executing documents, agreements and certificates (other than the authority of persons executing documents, agreements and certificates on behalf of the Company or the Subsidiary Guarantors), and the conformity to authentic originals of all items submitted to us as copies (whether certified, conformed, photostatic or by other electronic means) of records, documents, agreements or certificates. In rendering our opinion, we have relied as to factual matters upon certificates of public officials and certificates and representations of officers and representatives of the Company and the Subsidiary Guarantors.

        Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, it is our opinion that:

1.

When (i) the Registration Statement becomes effective and the EIS Indenture has been qualified under the Trust Indenture Act, (ii) the Pricing Committee of the Company's Board of Directors approves the terms of the EISs, including the price at which the EISs are to be sold to the EIS Underwriters pursuant to the EIS Underwriting Agreement, and other matters relating to the issuance and sale of the EISs, (iii) the EIS Indenture and the EIS Underwriting Agreement have been duly authorized, executed and delivered by the parties thereto, (iv) the Senior Subordinated Notes included in the EISs have been duly authenticated by the Trustee in accordance with the terms of the EIS Indenture, and the certificates representing the Shares included in the EISs and the EISs in the forms of the specimen certificates examined by us have been manually signed by an authorized officer of the transfer agent and registrar for the Class A Common Stock and the EISs and registered by such transfer agent and registrar, and the EISs have been issued and delivered in accordance with the terms set forth in the prospectus for the EISs included in the Registration Statement, and (v) the EISs have been duly executed and delivered to and paid for by the EIS Underwriters as contemplated by the EIS Underwriting Agreement, the issuance and sale of the EISs will have been duly authorized and the EISs will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

2.

When (i) the Registration Statement becomes effective, (ii) the Pricing Committee of the Company's Board of Directors approves the price at which the Shares are to be sold to the EIS Underwriters set forth in the EIS Underwriting Agreement, and other matters relating to the issuance and sale of the Shares, (iii) the EIS Underwriting Agreement has been duly executed and delivered by the parties thereto and (iv) certificates representing the Shares in the form of the specimen certificate examined by us have been manually signed by an authorized officer of the transfer agent and registrar for the Class A Common Stock and registered by such transfer agent and registrar, and have been delivered to and paid for by the EIS Underwriters, at a price per share not less than the per share par value of the Class A Common Stock as contemplated by the EIS Underwriting Agreement, the issuance and sale of the Shares will have been duly authorized, and the Shares will be validly issued, fully paid and nonassessable.

3.

When (i) the Registration Statement becomes effective and the EIS Indenture has been qualified under the Trust Indenture Act, (ii) the Pricing Committee of the Company's Board of Directors approves the terms of the Senior Subordinated Notes, including the price at which the Senior Subordinated Notes are to be sold to the EIS Underwriters pursuant to the EIS Underwriting Agreement, and other matters relating to the issuance and sale of the Senior Subordinated Notes, (iii) the EIS Indenture and the EIS Underwriting Agreement have been duly authorized, executed and delivered by the parties thereto, (iv) the Senior Subordinated Notes have been duly authenticated by the Trustee in accordance with the terms of the EIS Indenture and issued and

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delivered in accordance with the terms set forth in the prospectus for the Senior Subordinated Notes included in the Registration Statement, and (v) the Senior Subordinated Notes have been duly executed and delivered to and paid for by the EIS Underwriters as contemplated by the EIS Underwriting Agreement, the issuance and sale of the Senior Subordinated Notes will have been duly authorized, and the Senior Subordinated Notes will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

4.

The Senior Subordinated Subsidiary Guarantees have been duly authorized by each respective Subsidiary Guarantor, and when (i) the Registration Statement becomes effective and the EIS Indenture has been qualified under the Trust Indenture Act, (ii) the Pricing Committee of the Company's Board of Directors approves the terms of the Senior Subordinated Notes, including the price at which the Senior Subordinated Notes are to be sold to the EIS Underwriters pursuant to the EIS Underwriting Agreement, and other matters relating to the issuance and sale of the Senior Subordinated Notes, (iii) the EIS Indenture and the EIS Underwriting Agreement have been duly authorized, executed and delivered by the parties thereto, (iv) the Senior Subordinated Notes have been duly authenticated by the Trustee in accordance with the terms of the EIS Indenture and issued and delivered in accordance with the terms set forth in the prospectus for the Senior Subordinated Notes included in the Registration Statement, (v) the Senior Subordinated Notes have been duly executed and delivered to and paid for by the EIS Underwriters as contemplated by the EIS Underwriting Agreement and (vi) the Senior Subordinated Subsidiary Guarantees have been duly executed by the Subsidiary Guarantors, the Senior Subordinated Subsidiary Guarantees will constitute legal, valid and binding obligations of the Subsidiary Guarantors, enforceable against the Subsidiary Guarantors in accordance with their terms.

5.

When (i) the Registration Statement becomes effective and the EIS Indenture has been qualified under the Trust Indenture Act, (ii) the Pricing Committee of the Company's Board of Directors approves the terms of the Separate Senior Subordinated Notes, including the price at which the Separate Senior Subordinated Notes are to be sold to the Separate Senior Subordinated Note Underwriters pursuant to the Separate Senior Subordinated Note Underwriting Agreement, and other matters relating to the issuance and sale of the Separate Senior Subordinated Notes, (iii) the EIS Indenture and the Separate Senior Subordinated Note Underwriting Agreement have been duly authorized, executed and delivered by the parties thereto, (iv) the Separate Senior Subordinated Notes have been duly authenticated by the Trustee in accordance with the terms of the EIS Indenture and issued and delivered in accordance with the terms set forth in the prospectus for the Separate Senior Subordinated Notes included in the Registration Statement, and (v) the Separate Senior Subordinated Notes have been duly executed and delivered to and paid for by the Separate Senior Subordinated Note Underwriters as contemplated by the Separate Senior Subordinated Note Underwriting Agreement, the issuance and sale of the Separate Senior Subordinated Notes will have been duly authorized, and the Separate Senior Subordinated Notes will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

6.

The Separate Senior Subordinated Subsidiary Guarantees have been duly authorized by each respective Subsidiary Guarantor, and when (i) the Registration Statement becomes effective and the EIS Indenture has been qualified under the Trust Indenture Act, (ii) the Pricing Committee of the Company's Board of Directors approves the terms of the Separate Senior Subordinated Notes, including the price at which the Separate Senior Subordinated Notes are to be sold to the Separate Senior Subordinated Note Underwriters pursuant to the Separate Senior Subordinated Note Underwriting Agreement, and other matters relating to the issuance and sale of the Separate Senior Subordinated Notes, (iii) the EIS Indenture and the Separate Senior Subordinated Note Underwriting Agreement have been duly authorized, executed and delivered by the parties thereto, (iv) the Separate Senior Subordinated Notes have been duly authenticated by the Trustee in

3

accordance with the terms of the EIS Indenture and issued and delivered in accordance with the terms set forth in the prospectus for the Separate Senior Subordinated Notes included in the Registration Statement, (v) the Separate Senior Subordinated Notes have been duly executed and delivered to and paid for by the Separate Senior Subordinated Note Underwriters as contemplated by the Separate Senior Subordinated Note Underwriting Agreement and (vi) the Separate Senior Subordinated Subsidiary Guarantees have been duly executed by the Subsidiary Guarantors, the Separate Senior Subordinated Subsidiary Guarantees will constitute legal, valid and binding obligations of the Subsidiary Guarantors, enforceable against the Subsidiary Guarantors in accordance with their terms.

7.

When (i) the Registration Statement becomes effective and the Senior Note Indenture has been qualified under the Trust Indenture Act, (ii) the Pricing Committee of the Company's Board of Directors approves the terms of the Senior Notes, including the price at which the Senior Notes are to be sold to the Senior Note Underwriters pursuant to the Senior Note Underwriting Agreement, and other matters relating to the issuance and sale of the Senior Notes, (iii) the Senior Note Indenture and the Senior Note Underwriting Agreement have been duly authorized, executed and delivered by the parties thereto, (iv) the Senior Notes have been duly authenticated by the Trustee in accordance with the terms of the Senior Note Indenture and issued and delivered in accordance with the terms set forth in the prospectus for the Senior Notes included in the Registration Statement, and (v) the Senior Notes have been duly executed and delivered to and paid for by the Senior Note Underwriters as contemplated by the Senior Note Underwriting Agreement, the issuance and sale of the Senior Notes will have been duly authorized, and the Senior Notes will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

8.

The Senior Subsidiary Guarantees have been duly authorized by each respective Subsidiary Guarantor, and when (i) the Registration Statement becomes effective and the Senior Note Indenture has been qualified under the Trust Indenture Act, (ii) the Pricing Committee of the Company's Board of Directors approves the terms of the Senior Notes, including the price at which the Senior Notes are to be sold to the Senior Note Underwriters pursuant to the Senior Note Underwriting Agreement, and other matters relating to the issuance and sale of the Senior Notes, (iii) the Senior Note Indenture and the Senior Note Underwriting Agreement have been duly authorized, executed and delivered by the parties thereto, (iv) the Senior Notes have been duly authenticated by the Trustee in accordance with the terms of the Senior Note Indenture and issued and delivered in accordance with the terms set forth in the prospectus for the Senior Notes included in the Registration Statement, (v) the Senior Notes have been duly executed and delivered to and paid for by the Senior Note Underwriters as contemplated by the Senior Note Underwriting Agreement and (vi) the Senior Subsidiary Guarantees have been duly executed by the Subsidiary Guarantors, the Senior Subsidiary Guarantees will constitute legal, valid and binding obligations of the Subsidiary Guarantors, enforceable against the Subsidiary Guarantors in accordance with their terms.

        Our opinions set forth above in paragraphs 1, 3, 4, 5, 6, 7 and 8 are subject to (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws now or hereafter in effect, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and the discretion of the court before which any proceeding therefor may be brought, and (iii) an implied covenant of good faith and fair dealing.

        The opinions expressed herein are limited to the General Corporation Law of the State of Delaware, the federal laws of the United States, the laws of the State of New York and the laws of the Commonwealth of Massachusetts and we express no opinion as to any other laws or the laws of any other jurisdiction.

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        We note that the term "Subsidiary Guarantors" as defined in this opinion letter does not include the Company's subsidiary Maple Grove Farms of Vermont, Inc., a Vermont subsidiary with respect to which local counsel in Vermont has rendered a separate opinion.

        We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name in the prospectuses contained therein under the caption "Legal Matters." In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or under the rules and regulations promulgated by the Securities and Exchange Commission.

Very truly yours,

5

Schedule 1

Subsidiary Guarantors

BGH Holdings, Inc., a Delaware corporation

Bloch & Guggenheimer, Inc., a Delaware corporation

Heritage Acquisition Corp., a Delaware corporation

Ortega Holdings Inc., a Delaware corporation

Polaner, Inc., a Delaware corporation

Trappey's Fine Foods, Inc., a Delaware corporation

William Underwood Company, a Massachusetts business trust

EX-5.2

Exhibit 5.2

Form of Lisman, Webster, Kirkpatrick & Leckerling, P.C. Opinion

LISMAN, WEBSTER, KIRKPATRICK & LECKERLING, P.C.

	ATTORNEYS AT LAW P.O. BOX 728 BURLINGTON, VERMONT 05402
CARL H. LISMAN ALLEN D. WEBSTER, CPA MARY G. KIRKPATRICK E. WILLIAM LECKERLING DOUGLAS K. RILEY MARK D. OETTINGER RICHARD W. KOZLOWSKI CHRISTINA A. JENSEN MARY P. KEHOE KATINA F. READY	Telephone 802-864-5756 Telecopier 802-864-3629 Direct Line 802-865-2500 ext. 225 Website Address: www.lisman.com E-Mail Address: clisman@lisman.com	OFFICES IN FINANCIAL PLAZA AT 84 PINE STREET BURLINGTON, VERMONT BERNARD LISMAN THERESA M. GIBBONS COUNSEL

        October            , 2004

B&G Foods Holdings Corp.
Four Gatehall Drive, Suite 110
Parsippany, NJ 07054

Registration Statement on Form S-1
(Registration No. 33-112680)

Ladies and Gentlemen:

        We have acted as special counsel to Maple Grove Farms of Vermont, Inc., a Vermont corporation ("MGF") in connection with the preparation and filing by B&G Food Holdings Corp. ('B&G") and certain subsidiaries of B&G (including MGF) of the above-referenced registration statement (the "Registration Statement") with the Securities and Exchange Commission relating to

        (a)   the proposed sale by B&G of an aggregate of up to 23,893,533 shares of B&G's Class A common stock, par value $0.01 per share (the "Shares"); the proposed issuance by B&G of up to $170,838,761 aggregate principal amount of    % Senior Subordinated Notes due 2016 (the "Senior Subordinated Notes"); the proposed issuance by MGF of its guaranty (the "Senior Subordinated Guaranty") with respect to the Senior Subordinated Notes; and the proposed issuance by B&G of an aggregate of up to 23,893,533 Enhanced Income Securities (the "EISs"), each representing one Share and $7.15 aggregate principal amount of Senior Subordinated Notes, which will be sold to the underwriters (the "AEIS Underwriters") named in the Registration Statement pursuant to the Underwriting Agreement filed as Exhibit 1.1 to the Registration Statement (the "EIS Underwriting Agreement");

        (b)   the proposed issuance by B&G of $19,000,000 aggregate principal amount of Senior Subordinated Notes (the "Separated Senior Subordinated Notes") and the issuance by MGF of its guaranty (the "Separate Guaranty") with respect to the Separate Senior Subordinated Notes, which will be sold to the underwriters (the "Separate Senior Subordinated Note Underwriters") named in the Registration Statement pursuant to the Underwriting Agreement filed as Exhibit 1.2 to the Registration Statement (the "Separate Senior Subordinated Note Underwriting Agreement"); and

        (c)   the proposed issuance by B&G of $200,000,000 aggregate principal amount of            % Senior Notes due 2011 (the "Senior Notes") and the proposed issuance by MGF of its guaranty (the "Senior Guaranty") with respect to the Senior Notes, which will be sold to the underwriters (the "Senior Note Underwriters") named in the Registration Statement pursuant to the Underwriting

Agreement filed as Exhibit 1.3 to the Registration Statement (the "Senior Note Underwriting Agreement").

        The Senior Subordinated Notes, the Senior Subordinated Guaranty, the Separate Senior Subordinated Notes and the Separate Senior Subordinated Guaranty will be issued under an indenture (the "EIS Indenture") among B&G, MGF and other subsidiaries of B&G and the Bank of New York, as Trustee. The Senior Notes and the Senior Guaranty will be issued under an indenture (the "Senior Note Indenture") among B&G, MGF and other subsidiaries of B&G and The Bank of New York, as Trustee.

        We have reviewed the Registration Statement and such records, documents, agreements and certificates, and examined such questions of law, as we have considered necessary or appropriate for the purposes of this opinion letter. In making our examination of records, documents, agreements and certificates, we have assumed the authenticity of the same, the correctness of the information contained therein, the genuineness of all signatures, the authority of all persons entering and maintaining records or executing documents, agreements and certificates, and the conformity to authentic originals of all items submitted to us as copies (whether certified, conformed, photostatic or by other electronic means) of records, documents, agreements or certificates. In rendering our opinion, we have relied as to factual matters upon certificates of public officials and certficates and representations of officers and representatives of B&G and MGF.

        Based upon and subject to the foregoing, we are of the opinion that:

1.

The Senior Subordinated Guaranty has been duly authorized by MGF and, when (a) the Registration Statement becomes effective and the EIS Indenture has been qualified under the Trust Indenture Act, (b) the Pricing Committee of B&G=s Board of Directors approves the terms of the Senior Subordinated Notes, including the price at which the Senior Subordinated Notes are to be sold to the EIS Underwriters pursuant to the EIS Underwriting Agreement, and other matters relating to the issuance and sale of the Senior Subordinated Notes, (c) the EIS Indenture and the EIS Underwriting Agreement have been duly authorized, executed and delivered by the parties thereto, (d) the Senior Subordinated Notes have been duly authenticated by the Trustee in accordance with the terms of the EIS Indenture and issued and delivered in accordance with the terms set forth in the prospectus for the Senior Subordinated Notes included in the Registration Statement, (e) the Senior Subordinated Notes have been duly executed and delivered to and paid for by the EIS Underwriters as contemplated by the EIS Underwriting Agreement and (f) the Senior Subordinated Guaranty has been duly executed by MGF, the Senior Subordinated Guaranty will constitute the legal, valid and binding obligation of MGF, enforceable against it in accordance with its terms.

2.

The Separate Senior Subordinated Guaranty has been duly authorized by MGF and, when (a) the Registration Statement becomes effective and the EIS Indenture has been qualified under the Trust Indenture Act, (b) the Pricing Committee of B&G=s Board of Directors approves the terms of the Separate Senior Subordinated Notes, including the price at which the Separate Senior Subordinated Notes are to be sold to the Separate Senior Underwriters pursuant to the Separate Underwriting Agreement, and other matters relating to the issuance and sale of the Separate Senior Subordinated Notes, (c) the EIS Indenture and the Separate Senior Subordinated Note Underwriting Agreement have been duly authorized, executed and delivered by the parties thereto, (d) the Separate Senior Subordinated Notes have been duly authenticated by the Trustee in accordance with the terms of the EIS Indenture and issued and delivered in accordance with the terms set forth in the prospectus for the Separate Senior Subordinated Notes included in the Registration Statement, (e) the Separate Senior Subordinated Notes have been duly executed and delivered to and paid for by the Separate Senior Subordinated Note Underwriters as contemplated by the Separate Senior Subordinated Note Underwriting Agreement and (f) the Separate Senior

2

Subordinated Guaranty has been duly executed by MGF, the separate Senior Subordinated Guaranty will constitute the legal, valid and binding obligation of MGF, enforceable against it in accordance with its terms.

3.

The Senior Subordinated Guaranty has been duly authorized by MGF and, when (a) the Registration Statement becomes effective and the Senior Note Indenture has been qualified under the Trust Indenture Act, (b) the Pricing Committee of B&G=s Board of Directors approves the terms of the Senior Notes, including the price at which the Senior Notes are to be sold to the Senior Note Underwriters pursuant to the Senior Note Underwriting Agreement, and other matters relating to the issuance and sale of the Senior Notes, (c) the Senior Note Indenture and the Senior Note Underwriting Agreement have been duly authorized, executed and delivered by the parties thereto, (d) the Senior Notes have been duly authenticated by the Trustee in accordance with the terms of the Senior Note Indenture and issued and delivered in accordance with the terms set forth in the prospectus for the Senior Notes included in the Registration Statement, (e) the Senior Notes have been duly executed and delivered to and paid for by the Senior Note Underwriters as contemplated by the Senior Note Underwriting Agreement and (f) the Senior Guaranty has been duly executed by MGF, the Senior Guaranty will constitute the legal, valid and binding obligation of MGF, enforceable against it in accordance with its terms.

        Our opinions are subject to the effects of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors= rights generally; general equitable principles (whether considered in a proceeding in equity or at law) and the discretion of the court before which any proceeding therefor may be brought; and an implied covenant of good faith and fair dealing.

        We are members of the bar of the State of Vermont and we express no opinion as to the laws of any jurisdiction other than the laws of the State of Vermont and the federal laws of the United States of America.

        We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name in the prospectuses contained therein under the caption "Legal Matters." In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or under the rules and regulations promulgated by the Securities and Exchange Commission.

Very truly yours,

Carl H. Lisman

3

EX-8.1

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Exhibit 8.1

Form of Dechert LLP Opinion
Dechert LLP
30 Rockefeller Plaza
New York, NY 10112

October [    ], 2004

B&G Foods Holdings Corp.
Four Gatehall Drive, Suite 110
Parsippany, NJ 07054

Re:

Registration Statement on Form S-1 (Registration No. 333-112680)

Ladies and Gentlemen:

        We have acted as special counsel to B&G Foods Holdings Corp., a Delaware corporation (the "Company"), and the subsidiaries of the Company named in Schedule I hereto (the "Subsidiary Guarantors") in connection with the preparation and filing by the Company and the Subsidiary Guarantors of the above-referenced registration statement (the "Registration Statement") with the Securities and Exchange Commission, relating to: (i) (a) the proposed sale by the Company of an aggregate of up to 23,893,533 shares of the Company's Class A Common Stock, par value $0.01 per share (or 20,776,985 shares if the underwriters do not exercise their over-allotment option (the "Option")), (b) the proposed issuance by the Company of up to $170,838,760.95 aggregate principal amount (or $148,555,442.75 if the Option is not exercised) of    % Senior Subordinated Notes due 2016 (the "Senior Subordinated Notes"), (c) the proposed issuance by the Subsidiary Guarantors of subsidiary guarantees (the "Senior Subordinated Subsidiary Guarantees") with respect to the Senior Subordinated Notes and (d) the proposed issuance by the Company of an aggregate of up to 23,893,533 Enhanced Income Securities (the "EISs") (or 20,776,985 EISs if the Option is not exercised), each representing one Share and $7.15 aggregate principal amount of Senior Subordinated Notes, which will be sold to the underwriters named in the Registration Statement pursuant to the Underwriting Agreement filed as Exhibit 1.1 to the Registration Statement; (ii) (a) the proposed issuance by the Company of $19,000,000 aggregate principal amount of the Senior Subordinated Notes (the "Separate Senior Subordinated Notes") and (b) the proposed issuance by the Subsidiary Guarantors of subsidiary guarantees (the "Separate Senior Subordinated Subsidiary Guarantees") with respect to the Separate Senior Subordinated Notes, which will be sold to the underwriters named in the Registration Statement pursuant to the Underwriting Agreement filed as Exhibit 1.1 to the Registration Statement; and (iii) (a) the proposed issuance by the Company of $200,000,000 aggregate principal amount of    % Senior Notes due 2011 (the "Senior Notes") and (b) the proposed issuance by the Subsidiary Guarantors of subsidiary guarantees (the "Senior Subsidiary Guarantees") with respect to the Senior Notes, which will be sold to the underwriters named in the Registration Statement pursuant to the Underwriting Agreement filed as Exhibit 1.3 to the Registration Statement. The Senior Subordinated Notes, the Senior Subordinated Subsidiary Guarantees, the Separate Senior Subordinated Notes and the Separate Senior Subordinated Subsidiary Guarantees will be issued under an indenture among the Company, the Subsidiary Guarantors and The Bank of New York, as Trustee. The Senior Notes and the Senior Subsidiary Guarantees will be issued under an indenture among the Company, the Subsidiary Guarantors and The Bank of New York, as Trustee.

        We have participated in the preparation of the Registration Statement and we have reviewed such records, documents, agreements and certificates, and examined such matters of law, as we have considered necessary or appropriate for the purpose of this opinion letter. In making our examination of records, documents, agreements and certificates, we have assumed the authenticity of the same, the correctness of the information contained therein, the genuineness of all signatures, the authority of all persons entering and maintaining records or executing documents, agreements and certificates (other

than the authority of persons executing documents, agreements and certificates on behalf of the Company), and the conformity to authentic originals of all items submitted to us as copies (whether certified, conformed, photostatic or by other electronic means) of records, documents, agreements or certificates. In rendering our opinion, we have relied as to factual matters upon certificates and representations of officers and representatives of the Company and the Subsidiary Guarantors. We have also relied upon certain representations and/or determinations by the Company and an independent appraisal firm relating to, among other things, the economic, creditor rights and other terms of the EISs, the Senior Subordinated Notes and the Separate Senior Subordinated Notes, the Company's overall capital structure, including its debt to equity ratio after giving effect to the EIS offering, and the Company's ability to meet its debt obligations based on its projected financial performance.

        Our opinions set forth below are based on the Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated thereunder, administrative pronouncements, and judicial precedents, all as of the date hereof. The foregoing authorities may be repealed, revoked or modified, and any such change may be retroactively effective.

        Based upon the foregoing, the statements set forth in the Registration Statement under the caption "Material U.S. Federal Income Tax Considerations," insofar as they discuss matters of United States federal income tax law and regulations or legal conclusions with respect thereto, constitute our opinion as to the material United States federal income tax consequences of the purchase, ownership and disposition of EISs, Class A common stock or notes issued in this offering, subject to the qualifications and limitations stated therein and herein.

        We express no opinion with respect to the transactions referred to herein or in the Registration Statement other than as expressly set forth herein. Moreover, we note that there is no authority directly on point dealing with securities such as EISs and that our opinion is not binding on the Internal Revenue Service or courts, any of which could take a contrary position. We do not express any opinion herein concerning any law other than the federal income tax law of the United States.

        We hereby consent to the filing of this opinion letter as Exhibit 8.1 to the Registration Statement and to the use of our name in the prospectuses contained therein under the caption "Material U.S. Federal Income Tax Considerations." In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or under the rules and regulations promulgated by the Securities and Exchange Commission.

Very truly yours,

2

Schedule 1

Subsidiary Guarantors

BGH Holdings, Inc., a Delaware corporation

Bloch & Guggenheimer, Inc., a Delaware corporation

Heritage Acquisition Corp., a Delaware corporation

Maple Grove Farms of Vermont, Inc., a Vermont corporation

Ortega Holdings Inc., a Delaware corporation

Polaner, Inc., a Delaware corporation

Trappey's Fine Foods, Inc., a Delaware corporation

William Underwood Company, a Massachusetts business trust

QuickLinks

Subsidiary Guarantors

EX-10.11

Exhibit 10.11

$30,000,000

Form of REVOLVING CREDIT AGREEMENT

among

B&G FOODS, INC.,
as Borrower

The Several Lenders
from Time to Time Parties Hereto,

LEHMAN BROTHERS INC.,
as Arranger

THE BANK OF NEW YORK,
as Documentation Agent

FLEET NATIONAL BANK,
a Bank of America company,
as Syndication Agent

And

LEHMAN COMMERCIAL PAPER INC.,
as Administrative Agent

Dated as of October [__], 2004

TABLE OF CONTENTS

SECTION 1.   DEFINITIONS
	1.1	Defined Terms
	1.2	Other Definitional Provisions
SECTION 2.   AMOUNT AND TERMS OF COMMITMENTS; LETTERS OF CREDIT
	2.1	Revolving Credit Commitments; Swing Line Commitment
	2.2	Procedure for Borrowing; Swing Line Loans; Refunding of Swing Line Loans
	2.3	Repayment of Loans; Evidence of Debt
	2.4	Commitment Fees, etc
	2.5	Termination or Reduction of Revolving Credit Commitments
	2.6	Optional Prepayments
	2.7	Conversion and Continuation Options
	2.8	Minimum Amounts and Maximum Number of Eurodollar Tranches
	2.9	Interest Rates and Payment Dates
	2.10	Computation of Interest and Fees
	2.11	Inability to Determine Interest Rate
	2.12	Pro Rata Treatment and Payments
	2.13	Requirements of Law
	2.14	Taxes
	2.15	Indemnity
	2.16	Illegality
	2.17	Change of Lending Office
	2.18	Substitution of Lenders
	2.19	L/C Commitment
	2.20	Procedure for Issuance of Letter of Credit
	2.21	Fees and Other Charges
	2.22	L/C Participations
	2.23	Reimbursement Obligation of the Borrower
	2.24	Obligations Absolute
	2.25	Letter of Credit Payments
	2.26	Applications
SECTION 3.   REPRESENTATIONS AND WARRANTIES
	3.1	Financial Condition
	3.2	No Change

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	3.3	Corporate Existence; Compliance with Law
	3.4	Corporate Power; Authorization; Enforceable Obligations
	3.5	No Legal Bar
	3.6	No Material Litigation
	3.7	No Default
	3.8	Ownership of Property; Liens
	3.9	Intellectual Property
	3.10	Taxes
	3.11	Federal Regulations
	3.12	Labor Matters
	3.13	ERISA
	3.14	Investment Company Act; Other Regulations
	3.15	Subsidiaries
	3.16	Use of Proceeds
	3.17	Environmental Matters
	3.18	Accuracy of Information, etc
	3.19	Security Documents
	3.20	Solvency
	3.21	Senior Indebtedness
SECTION 4.   CONDITIONS PRECEDENT
	4.1	Conditions to Initial Extension of Credit
	4.2	Conditions to Each Extension of Credit
SECTION 5.   AFFIRMATIVE COVENANTS
	5.1	Financial Statements
	5.2	Certificates; Other Information
	5.3	Payment of Obligations
	5.4	Conduct of Business and Maintenance of Existence, etc
	5.5	Maintenance of Property; Insurance
	5.6	Inspection of Property; Books and Records; Discussions
	5.7	Notices
	5.8	Environmental Laws
	5.9	Additional Collateral, etc
	5.10	Further Assurances
SECTION 6.   NEGATIVE COVENANTS
	6.1	Financial Condition Covenants
	6.2	Limitation on Indebtedness
	6.3	Limitation on Liens

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	6.4	Limitation on Fundamental Changes
	6.5	Limitation on Disposition of Property
	6.6	Limitation on Restricted Payments
	6.7	Limitation on Capital Expenditures
	6.8	Limitation on Investments
	6.9	Limitation on Optional Payments and Modifications of Debt Instruments, etc
	6.10	Limitation on Transactions with Affiliates
	6.11	Limitation on Sales and Leasebacks
	6.12	Limitation on Changes in Fiscal Periods
	6.13	Limitation on Negative Pledge Clauses
	6.14	Limitation on Restrictions on Subsidiary Distributions
	6.15	Limitation on Lines of Business
SECTION 7.   EVENTS OF DEFAULT
SECTION 8.   THE ADMINISTRATIVE AGENT; THE ARRANGER; THE OTHER AGENTS
	8.1	Appointment
	8.2	Delegation of Duties
	8.3	Exculpatory Provisions
	8.4	Reliance by Administrative Agent
	8.5	Notice of Default
	8.6	Non-Reliance on Administrative Agent and Other Lenders
	8.7	Indemnification
	8.8	Administrative Agent in Its Individual Capacity
	8.9	Successor Administrative Agent
	8.10	Authorization to Release Liens; Other Actions Relating to Security Documents
	8.11	The Arranger; the Other Agents
SECTION 9.   MISCELLANEOUS
	9.1	Amendments and Waivers
	9.2	Notices
	9.3	No Waiver; Cumulative Remedies
	9.4	Survival of Representations and Warranties
	9.5	Payment of Expenses
	9.6	Successors and Assigns; Participations and Assignments
	9.7	Adjustments; Set-off
	9.8	Counterparts
	9.9	Severability

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9.10	Integration
9.11	GOVERNING LAW
9.12	Submission To Jurisdiction; Waivers
9.13	Acknowledgments
9.14	Confidentiality
9.15	Release of Collateral Security and Guarantee Obligations
9.16	Accounting Changes
9.17	Delivery of Lender Addenda
9.18	WAIVERS OF JURY TRIAL

ANNEXES:
A	Pricing Grid
B	Existing Letters of Credit

SCHEDULES:
3.4	Consents, Authorizations, Filings and Notices
3.9	Intellectual Property Claims
3.15	Subsidiaries
3.19(a)-1	UCC Filing Jurisdictions
3.19(a)-2	UCC Financing Statements to Remain on File
6.2(d)	Existing Indebtedness
6.3(f)	Existing Liens
6.10	Transactions with Affiliates

EXHIBITS:
A	Form of Guarantee and Collateral Agreement
B	Form of Compliance Certificate
C	Form of Closing Certificate
E	Form of Assignment and Acceptance
F	Form of Legal Opinion of Dechert LLP
G-1	Form of Revolving Credit Note
G-2	Form of Swing Line Note
H	Form of Exemption Certificate
I	Form of Lender Addendum

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REVOLVING CREDIT AGREEMENT, dated as of October [__], 2004, among B&G FOODS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), LEHMAN BROTHERS INC., as sole advisor, sole lead arranger and sole bookrunner (in such capacity, the “Arranger”), THE BANK OF NEW YORK, as Documentation Agent, (in such capacity, the “Documentation Agent”), FLEET NATIONAL BANK, a Bank of America company, as Syndication Agent (in such capacity, the “Syndication Agent”) and LEHMAN COMMERCIAL PAPER INC., as Administrative Agent (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Borrower has requested that the Lenders make a revolving credit facility available to the Borrower for general corporate purposes of the Borrower and its Subsidiaries (as defined below) in the ordinary course of business; and

WHEREAS, the Lenders are willing to make such revolving credit facility available upon and subject to the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the above premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows:

SECTION 1.  DEFINITIONS

1.1   Defined Terms.  As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

“Acquired Property”: as defined in the definition of Consolidated EBITDA.

“Adjustment Date”:  as defined in the Pricing Grid.

“Administrative Agent”:  as defined in the preamble hereto.

“Affiliate”:  as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person.  For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Agents”:  the collective reference to the Administrative Agent, the Other Agents and, for purposes of Section 8, each Issuing Lender.

“Aggregate Exposure”:  with respect to any Lender at any time, an amount equal to the amount of such Lender’s Revolving Credit Commitment then in effect or, if the Revolving Credit Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding.

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“Aggregate Exposure Percentage”:  with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the sum of the Aggregate Exposures of all Lenders at such time.

“Agreement”:  this Revolving Credit Agreement, as amended, supplemented or otherwise modified from time to time.

“Applicable Margin”:  2.00% in the case of Base Rate Loans and 3.00% in the case of Eurodollar Loans, provided that after the first Adjustment Date occurring after the completion of two fiscal quarters of the Borrower after the Closing Date, the Applicable Margin will be determined pursuant to the Pricing Grid.

“Application”:  an application, in such form as the applicable Issuing Lender may specify from time to time, requesting such Issuing Lender to open a Letter of Credit.

“Approved Fund”:  with respect to any Lender that is a fund that invests in commercial loans, any other fund that invests in commercial loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Arranger”:  as defined in the preamble hereto.

“Assignee”:  as defined in Section 9.6(c).

“Assignment and Acceptance”:  each Assignment and Acceptance, substantially in the form of Exhibit E, executed and delivered pursuant to Section 9.6.

“Assignor”:  as defined in Section 9.6(c).

“Attributable Debt”:  in respect of a sale and leaseback transaction, 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 Attributable Debt represented thereby will be determined in accordance with the definition of “Capital Lease Obligations.”

“Available Revolving Credit Commitment”:  as to any Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Credit Commitment then in effect over (b) such Lender’s Revolving Extensions of Credit then outstanding; provided, that in calculating any Lender’s Revolving Extensions of Credit for the purpose of determining such Lender’s Available Revolving Credit Commitment pursuant to Section 2.4(a), the aggregate principal amount of Swing Line Loans then outstanding shall be deemed to be zero.

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“Base Rate”:  for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1%.  For purposes hereof:  “Prime Rate” shall mean the prime lending rate as set forth on the British Banking Association Telerate Page 5 (or such other comparable page as may, in the opinion of the Administrative Agent, replace such page for the purpose of displaying such rate), as in effect from time to time.  Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“Base Rate Loans”:  Loans for which the applicable rate of interest is based upon the Base Rate.

“Benefited Lender”:  as defined in Section 9.7.

“Board”:  the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Borrower”:  as defined in the preamble hereto.

“Borrowing Date”:  any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.

“Business Day”:  (i) for all purposes other than as covered by clause (ii) below, a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close and (ii) with respect to all notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market.

“Capital Expenditures”:  for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) which should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries.

“Capital Lease Obligations”:  as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“Capital Stock”:  any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation (including corporate stock

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represented by the EIS and corporate stock outstanding upon the separation of the EIS into the securities represented thereby), any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing, but excluding any debt securities convertible into, or exchangeable for, any of the foregoing.

“Cash Equivalents”:  (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-2 by S&P or P-2 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; and (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.

“Closing Date”: the date on which the conditions precedent set forth in Section 4.1 shall have been satisfied or waived.

“Code”:  the Internal Revenue Code of 1986, as amended from time to time.

“Collateral”:  all Property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.

“Commitment Fee Rate”:  ½ of 1% per annum.

“Commonly Controlled Entity”:  an entity, whether or not incorporated, which is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414 of the Code.

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“Compliance Certificate”:  a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B.

“Conduit Financing Arrangement”:  as defined in Section 2.14(d).

“Conduit Lender”:  as defined in Section 2.14(d).

“Consolidated Cash Flow”:  with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, the sum of (a) an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Subsidiaries in connection with an asset sale, to the extent such losses were deducted in computing such Consolidated Net Income, (b) provision for taxes based on income or profits of such Person and its Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income, (c) the Consolidated Fixed Charges of such Person and its Subsidiaries for such period, to the extent that such Consolidated Fixed Charges were deducted in computing such Consolidated Net Income, (d) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period and including, without limitation, any Mark-to Market Adjustment) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income, (e) if such period includes the quarter ended September 27, 2003, $2,200,000, (f) fees and expenses related to issuance of the Senior Notes, the EIS, the Senior Subordinated Notes and the other transactions contemplated herein not to exceed $12,000,000 in the aggregate actually incurred within three months of the Closing Date, (g) charges incurred within 180 days of the Closing Date attributable to write-off of bond discount and the write-off of deferred financing fees and costs, relating to the pay-off of existing Indebtedness in an amount not to exceed $18,200,000 and minus non-cash items increasing such Consolidated Net Income for such period (including, without limitation, any Mark-to Market Adjustment), other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with GAAP.

“Consolidated EBITDA”:  of any Person for any period, Consolidated Net Income of such Person and its 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 Subsidiaries, amortization or writeoff 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) any other

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non-cash charges, (g) if such period includes the quarter ended September 27, 2003, $2,200,000, (h) fees and expenses related to issuance of the Senior Notes, the EIS, the Senior Subordinated Notes and the other transactions contemplated herein not to exceed $12,000,000 in the aggregate actually incurred within three months of the Closing Date, and (i) charges incurred within 180 days of the Closing Date attributable to the write-off of bond discount and the write-off of deferred financing fees and costs, relating to the pay-off of existing Indebtedness in an amount not to exceed $18,200,000, 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; provided, that for purposes of calculating Consolidated EBITDA of the Borrower and its Subsidiaries for any period, (i) the Consolidated EBITDA of any Person or assets constituting a division or a line of business (such person or assets an “Acquired Property”) acquired by the Borrower or its Subsidiaries during such period shall be included on a pro forma basis for such period (assuming the consummation of such acquisition and the incurrence or assumption of any Indebtedness in connection therewith occurred on the first day of such period) if the balance sheet of such Acquired Property as at the end of the period preceding the acquisition of such Acquired Property and the related consolidated statements of income and stockholders’ equity and of cash flows for the period in respect of which Consolidated EBITDA is to be calculated (x) have been previously provided to the Administrative Agent and the Lenders and (y) either (1) have been reported on without a qualification arising out of the scope of the audit by independent certified public accountants of nationally recognized standing or (2) have been found acceptable by the Administrative Agent, (ii) the Consolidated EBITDA of any assets Disposed of by the Borrower or its Subsidiaries during such period shall be excluded for such period (assuming the consummation of such Disposition and the repayment of any Indebtedness in connection therewith occurred on the first day of such period) and (iii) in calculating the amount of the Consolidated EBITDA of any Acquired Property to be included on a pro forma basis pursuant to the foregoing clause (i) of this proviso, the pro forma expenses of the Acquired Property for the relevant period shall be determined in accordance with the Borrower’s customary practices and consistent with the methodology used for acquisitions consummated in the fiscal year prior to the Closing Date.

“Consolidated Fixed Charge Coverage Ratio”:  with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Consolidated Fixed Charges of such Person for such period.  In the event that the specified Person or any of its 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 Consolidated Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Consolidated Fixed Charge Coverage Ratio is made, then the Consolidated Fixed Charge Coverage Ratio will be calculated giving pro forma effect to

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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 Consolidated Fixed Charge Coverage Ratio (a) acquisitions that have been made by the specified Person or any of its Subsidiaries, including through mergers or consolidations, or any Person or any of its Subsidiaries acquired by the specified Person or any of its Subsidiaries, and including any related financing transactions and including increases in ownership of 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 Cash Flow for such reference period will be calculated on a pro forma basis in accordance with Regulation S-X under the Securities Act of 1933, as amended, (b) the Consolidated Cash Flow 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, (c) the Consolidated 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 Consolidated Fixed Charges will not be obligations of the specified Person or any of its Subsidiaries following the calculation date, (d) any Person that is a Subsidiary on the calculation date will be deemed to have been a Subsidiary at all times during such four-quarter period, (e) any Person that is not a Subsidiary on the calculation date will be deemed not to have been a Subsidiary at any time during such four-quarter period and (f) 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 twelve months).

“Consolidated Fixed Charges”:  with respect to any specified Person for any period, the sum, without duplication, of (a) the consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, 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, plus (b) the consolidated interest expense of such Person and its Subsidiaries that was capitalized during such period, plus (c) any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Subsidiaries or secured by a Lien on assets of such Person or one of its Subsidiaries, whether or not such guarantee or Lien is called upon, plus (d) the product of (1) 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 Subsidiaries, other than dividends on Capital Stock payable solely in Capital Stock of the Borrower (other than Disqualified Stock) or to the Borrower or a Subsidiary of the

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Borrower, times (2) 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 (e) charges attributable to the amortization of expenses relating to the issuance of the Senior Notes, the EIS, the Senior Subordinated Notes and the other transactions contemplated herein, incurred within 180 days of the Closing Date, minus (f) charges incurred within 180 days of the Closing Date attributable to the write-off of bond discount and the write-off of deferred financing fees and costs relating to the pay-off of existing Indebtedness in an amount not to exceed $18,200,000.

“Consolidated Interest Coverage Ratio”:  for any period, the ratio of (a) Consolidated EBITDA of the Borrower and its Subsidiaries for such period to (b) Consolidated Interest Expense of the Borrower and its Subsidiaries for such period payable in cash.

“Consolidated Interest Expense”:  of any Person for any period, (a) total interest expense (including that attributable to Capital Lease Obligations) of such Person and its Subsidiaries for such period with respect to all outstanding Indebtedness of such Person and its Subsidiaries (including, without limitation, all commissions, discounts and other fees and charges owed by such Person with respect to letters of credit and bankers’ acceptance financing and net costs of such Person under Hedge Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP, but excluding any deferred financing costs relating to the incurrence of any Indebtedness) minus (b) the total interest income of such Person for such period, determined in accordance with GAAP; provided that (i) when the term “Consolidated Interest Expense” is used in the calculation of the Consolidated Interest Coverage Ratio for any period, Consolidated Interest Expense shall include, on a pro forma basis, interest expense in respect of any Indebtedness incurred in connection with any acquisition of an Acquired Property during such period (assuming incurrence of such Indebtedness at the beginning of such period) and shall exclude, on a pro forma basis, interest expense in respect of any Indebtedness repaid in connection with a Disposition during such period (assuming repayment of such Indebtedness at the beginning of such period) and (ii) (a) consolidated interest expense for the four quarter period ending December 31, 2004 shall equal consolidated interest expense for the fiscal quarter ending December 31, 2004 multiplied by 4, (b) consolidated interest expense for the four quarter period ending March 31, 2005 shall equal the sum of consolidated interest expense for the fiscal quarters ending December 31, 2004 and March 31, 2005 multiplied by 2 and (c) consolidated interest expense for the four quarter period ending June 30, 2005 shall equal the sum of consolidated interest expense for the fiscal quarters ending December 31, 2004, March 31, 2005 and June 30, 2005 multiplied by 4/3.Consolidated Interest Expense shall be deemed to include [all] distributions paid to holders of EIS with respect to the Senior Subordinated Notes, whether or not such payment is characterized as interest under GAAP.

“Consolidated Leverage Ratio”:  as at the last day of any period of four consecutive fiscal quarters, the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA of the Borrower and its Subsidiaries for such period.

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“Consolidated Net Income”:  of any Person for any period, the consolidated net income (or loss) of such Person and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided, that in calculating Consolidated Net Income of the Borrower and its consolidated Subsidiaries for any period, there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary) in which the Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Borrower or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary.

“Consolidated Senior Debt”:  all Consolidated Total Debt other than the Senior Subordinated Notes.

“Consolidated Senior Leverage Ratio”:  as of the last day of any period of four consecutive fiscal quarters, the ratio of (a) Consolidated Senior Debt on such day to (b) Consolidated EBITDA of the Borrower and its Subsidiaries for such period.

“Consolidated Total Debt”:  at any date, the aggregate principal amount of all Funded Debt of the Borrower and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

“Continuing Directors”:  the directors of the Borrower on the Closing Date, after giving effect to the transactions contemplated hereby, and each other director of the Borrower, if, in each case, such other director’s nomination for election to the board of directors of the Borrower is recommended by at least 50% of the then Continuing Directors.

“Contractual Obligation”:  as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound.

“Control Investment Affiliate”:  as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies.  For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“Default”:  any of the events specified in Section 7, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Derivatives Counterparty”:  as defined in Section 6.6.

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“Disposition”:  with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof; and the terms “Dispose” and “Disposed of” shall have correlative meanings.

“Disqualified Stock”:  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 such 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 such Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Senior Notes mature.  Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of such Capital Stock have the right to require the Borrower 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 Borrower may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption is permitted under Section 6.6.

“Documentation Agent”:  as defined in the preamble hereto.

“Dollars” and “$”:  lawful currency of the United States of America.

“Domestic Subsidiary”:  any Subsidiary of the Borrower organized under the laws of any jurisdiction within the United States of America.

“EIS”: enhanced income securities which are the units of the Borrower comprised of Senior Subordinated Notes and common stock, to be issued by the Borrower on the Closing Date or thereafter pursuant to the terms of the Securities Holders Agreement.

“EIS Documentation”: the Securities Holders Agreement, the Senior Subordinated Note Indenture and all other instruments, agreements and other documentation entered into by the Borrower or its Subsidiaries in connection with the issuance of the EIS, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Environmental Laws”:  any and all laws, rules, orders, regulations, statutes, ordinances, enforceable guidelines, codes, decrees, or other legally enforceable requirements (including, without limitation, common law) of any international authority, foreign government, the United States, or any state, local, municipal or other governmental authority, regulating, relating to or imposing liability or standards of conduct concerning  protection of the environment or of human health, or employee health and safety, as has been, is now, or may at any time hereafter be, in effect.

“Environmental Permits”:  any and all permits, licenses, approvals,  registrations, notifications, exemptions and other authorizations required under any Environmental Law.

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“ERISA”:  the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Eurocurrency Reserve Requirements”:  for any day, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including, without limitation, basic, supplemental, marginal and emergency reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal Reserve System.

“Eurodollar Base Rate”:  with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Page 3750 of the Telerate screen as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period.  In the event that such rate does not appear on Page 3750 of the Telerate screen (or otherwise on such screen), the “Eurodollar Base Rate” for purposes of this definition shall be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent.

“Eurodollar Loans”:  Revolving Credit Loans the rate of interest applicable to which is based upon the Eurodollar Rate.

“Eurodollar Rate”:  with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%):

Eurodollar Base Rate

1.00— Eurocurrency Reserve Requirements

“Eurodollar Tranche”:  the collective reference to Eurodollar Loans the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Eurodollar Loans shall originally have been made on the same day).

“Event of Default”:  any of the events specified in Section 7, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“Exchange Act”: the Securities Exchange Act of 1934, as amended.

“Excluded Foreign Subsidiaries”:  any Foreign Subsidiary in respect of which the pledge of all of the Capital Stock of such Subsidiary as Collateral would, in the good faith judgment of the Borrower, result in adverse tax consequences to the Borrower.

“Existing Credit Agreement”:  the Amended and Restated Revolving Credit Agreement, dated as of August 21, 2003, among B&G Foods Holdings Corp., B&G

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Foods, Inc., the several banks and other financial institutions or entities from time to time parties thereto, Lehman Brothers Inc., as sole advisor, sole lead arranger and sole bookrunner, Lehman Commercial Paper Inc., as administrative agent, each of The Bank of New York and CIT Lending Services Corporation, as co-documentation agent, and Fleet National Bank, as syndication agent.

“Existing Issuing Lender”:  The Bank of New York, as issuer of the Existing Letters of Credit.

“Existing Letters of Credit”: the letters of credit described in Annex B.

“Fair Market Value”: 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 board of directors of the Borrower.

“Federal Funds Effective Rate”:  for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Foreign Subsidiary”:  any Subsidiary of the Borrower that is not a Domestic Subsidiary.

“Funded Debt”:  as to any Person, all Indebtedness of such Person of the types described in clauses (a) through (e) of the definition of “Indebtedness” in this Section.

“Funding Office”:  the office specified from time to time by the Administrative Agent as its funding office by notice to the Borrower and the Lenders.

“GAAP”:  generally accepted accounting principles in the United States of America as in effect from time to time, except that for purposes of Section 6.1, GAAP shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial statements referred to in Section 3.1(b).

“Governmental Authority”:  any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Guarantee and Collateral Agreement”:  the Guarantee and Collateral Agreement to be executed and delivered by the Borrower and each Subsidiary Guarantor, substantially in the form of Exhibit A, as the same may be amended, supplemented or otherwise modified from time to time.

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“Guarantee Obligation”:  as to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any letter of credit), if to induce the creation of such obligation of such other Person the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business.  The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

“Guarantors”:  the collective reference to the Subsidiary Guarantors.

“Hedge Agreements”:  with respect to any Person or its Subsidiaries, all interest rate or currency swaps, caps or collar agreements or similar arrangements entered into by such Person or its Subsidiaries providing for protection against fluctuations in interest rates or currency exchange rates or the exchange of nominal interest obligations, either generally or under specific contingencies.

“Hedging Obligations”:  with respect to any specified Person, the obligations of such Person under Hedge Agreements.

“Indebtedness”:  of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than an accrued expense, trade payables or any similar obligation to trade creditors incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such

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agreement in the event of default are limited to repossession or sale of such Property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under acceptance, letter of credit or similar facilities, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital Stock of such Person (other than pursuant to clause (k) of this definition), (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above; (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on Property (including, without limitation, accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation (provided that, if such Person has not assumed or become liable for the payment of such obligation, the amount of Indebtedness constituted by such obligation shall be deemed to be the lesser of (i) the stated amount thereof or (ii) the Fair Market Value of the Property encumbered by such Lien), (j) for the purposes of Section 7(e) only, all Hedging Obligations of such Person and (k) the liquidation value of any preferred Capital Stock of such Person or its Subsidiaries held by any Person other than such Person and its Wholly Owned Subsidiaries if such preferred Capital Stock is mandatorily redeemable prior to the date which is 91 days after the Revolving Credit Termination Date.

“Indemnified Liabilities”:  as defined in Section 9.5.

“Indemnitee”:  as defined in Section 9.5.

“Insolvency”:  with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.

“Insolvent”:  pertaining to a condition of Insolvency.

“Intellectual Property”:  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, copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Interest Payment Date”:  (a) as to any Base Rate Loan, the last day of each March, June, September and December to occur while such Base Rate Loan is outstanding and the final maturity date of such Base Rate Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day which is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period and (d) as to any Eurodollar Loan, the date of any repayment or prepayment made in respect thereof.

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“Interest Period”:  as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six months thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

(i)   if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(ii)   any Interest Period that would otherwise extend beyond the Revolving Credit Termination Date shall end on the Revolving Credit Termination Date;

(iii)   any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and

(iv)   the Borrower shall select Interest Periods so as not to require a payment or prepayment of any Eurodollar Loan during an Interest Period for such Eurodollar Loan.

“Investments”:  as defined in Section 6.8.

“Issuing Lender”:  the Existing Issuing Lender and any other Lender selected by the Borrower, with the consent of such Lender and the Administrative Agent, to act as Issuing Lender, in its capacity as issuer of any Letter of Credit.

“L/C Commitment”:  $10,000,000.

“L/C Fee Payment Date”:  the last day of each March, June, September and December and the last day of the Revolving Credit Commitment Period.

“L/C Obligations”:  at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 2.23.

“L/C Participants”:  the collective reference to all the Lenders other than the relevant Issuing Lender.

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“Lender Addendum”:  with respect to any initial Lender, a Lender Addendum, substantially in the form of Exhibit I, to be executed and delivered by such Lender on the Closing Date as provided in Section 9.17.

“Lenders”:  as defined in the preamble hereto.

“Letters of Credit”:  as defined in Section 2.19(a).

“Lien”:  any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“Loan”:  any loan made by any Lender pursuant to this Agreement.

“Loan Documents”:  this Agreement, the Applications, the Security Documents and the Notes.

“Loan Parties”:  the Borrower and each Subsidiary of the Borrower which is a party to a Loan Document.

“Mark-to-Market Adjustment”:  any non-cash expense or income resulting from current or future mark-to-market accounting that the Borrower may apply with respect to any EIS, shares of the Borrower’s Class A common stock, shares of Borrower’s Class B common stock or the Borrower’s Senior Subordinated Notes issued in connection with the original issuance of EIS on the Closing Date or at any time thereafter.

“Material Adverse Effect”:  a material adverse effect on (a) the business, assets, property or financial condition of the Borrower and its Subsidiaries taken as a whole or (b) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.

“Material Environmental Amount”:  an amount or amounts payable by the Borrower and/or any of its Subsidiaries, in the aggregate in excess of $2,000,000 in respect of any one occurrence, for:  costs to comply with any Environmental Law; costs of any investigation, and any remediation, of any Material of Environmental Concern; and compensatory damages (including, without limitation damages to natural resources), punitive damages, fines, and penalties pursuant to any Environmental Law.

“Materials of Environmental Concern”:  any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants, radioactivity, and any other substances or forces of any kind, whether or not any such substance or force is defined as hazardous or toxic under any Environmental Law, that is regulated pursuant to or could reasonably be expected to give rise to liability under any Environmental Law.

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“Moody’s”:  Moody’s Investors Service, Inc.

“Multiemployer Plan”:  a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“New Lenders”:  as defined in Section 9.1.

“New Revolving Credit Commitments”:  as defined in Section 9.1.

“New Revolving Credit Loans”:  as defined in Section 9.1.

“Non-Excluded Taxes”:  as defined in Section 2.14(a).

“Non-U.S. Lender”:  as defined in Section 2.14(d).

“Notes”:  the collective reference to each promissory note, if any, evidencing Loans.

“Obligations”:  the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans, the Reimbursement Obligations and all other obligations and liabilities of the Borrower to the Administrative Agent or to any Lender or any Qualified Counterparty, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any Specified Hedge Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise; provided, that (i) obligations of the Borrower or any Subsidiary under any Specified Hedge Agreement shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (ii) any release of Collateral or Guarantors or any waiver or modification of any other provision in the Loan Documents regarding the Collateral effected in the manner permitted by this Agreement shall not require the consent of holders of obligations under Specified Hedge Agreements.

“Old B&G Foods, Inc.”:  B&G Foods, Inc., a Delaware corporation, existing immediately prior to the closing hereunder.

“Other Agents”:  the collective reference to the Documentation Agent and the Syndication Agent.

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“Other Taxes”:  any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Participant”:  as defined in Section 9.6(b).

“Payment Office”:  the office specified from time to time by the Administrative Agent as its payment office by notice to the Borrower and the Lenders.

“PBGC”:  the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“Permitted Acquisition”:  any acquisition by the Borrower or any of its Subsidiaries of all of the Capital Stock of, or all or substantially all of the assets constituting a business unit of, any other Person so long as, with respect to any such acquisition, the following conditions are satisfied:

(a)   no Default or Event of Default shall have occurred and be continuing or would result from such acquisition;

(b)   the Borrower shall be in compliance with the financial covenants set forth in Section 6.1, after giving pro forma effect to such acquisition as if it had occurred on the first day of the respective periods measured by such covenants;

(c)   such acquisition shall be consistent with the Borrower’s stated management strategy as in effect on the Closing Date, and the target of such acquisition shall be in the same or a similar line of business as the Borrower and its Subsidiaries;

(d)   unless such acquisition is consummated solely with the proceeds of Capital Stock of the Borrower or in exchange for such Capital Stock, the aggregate consideration for such acquisition shall not exceed $50,000,000; provided, that the foregoing restriction in this paragraph (d) shall not be applicable to any acquisition if the Consolidated Leverage Ratio would be less than or equal to 5.50 to 1.0 after giving pro forma effect to such acquisition as if it had occurred on the first day of the period measured by the Consolidated Leverage Ratio;

(e)   the target of such acquisition either (i) shall have had positive consolidated net income before interest, taxes, depreciation and amortization, determined in accordance with GAAP (“EBITDA”) for the period of four consecutive fiscal quarters of such target most recently ended prior to the date of such acquisition, or (ii) shall have had positive pro forma EBITDA for such period (such pro forma EBITDA to be determined in accordance with the Borrower’s customary practices consistent with the methodology used for acquisitions consummated in the fiscal year prior to the Closing Date);

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(f)   the Borrower shall have performed reasonable and customary due diligence with respect to such acquisition and the target thereof, including with respect to environmental matters;

(g)   the Borrower and/or the applicable Subsidiary shall have obtained all material third party consents and approvals required in connection with such acquisition;

(h)   environmental audits, if any, pro forma financial statements, appraisals, if any, accounting reviews and material business due diligence reports conducted by the Borrower with respect to the business to be acquired shall have been delivered to Administrative Agent not less than ten Business Days prior to consummation of such acquisition;

(i)   the Borrower shall have reasonably determined that it has adequate liquidity available for working capital; and

(j)   substantially all of the assets so acquired are located in the United States or Canada or, if such acquisition is structured as a purchase of stock, the Person so acquired is organized under the laws of a state of the United States, and substantially all of the assets owned by such Person are located in the United States or Canada; provided, that (i) the Borrower may acquire the stock of a Person organized under the laws of a state of the United States whose assets are located, in whole or in part, in Puerto Rico or Canada, if such Person becomes a Subsidiary Guarantor and grants a security interest in its assets as contemplated by Section 5.9 and (ii) the Borrower may acquire the stock of any Person organized under the laws of Puerto Rico or Canada, so long as the aggregate amount of Investments made pursuant to this clause (ii), together with Investments made as permitted by Section 6.8(m), does not exceed $10,000,000.

“Person”:  an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Plan”:  at a particular time, any employee pension benefit plan within the meaning of Section 3(2) of ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Pricing Grid”:  the Pricing Grid attached as Annex A.

“Principals”: the members of management of the Borrower or any of its Subsidiaries as of the Closing Date.

“Pro Forma Balance Sheet”:  as defined in Section 3.1(a).

“Projections”:  as defined in Section 5.2(c).

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“Property”:  any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Capital Stock.

“Qualified Counterparty”:  with respect to any Specified Hedge Agreement, any counterparty thereto that, at the time such Specified Hedge Agreement was entered into, was a Lender or an affiliate of a Lender.

“Recovery Event”:  any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of the Borrower or any of its Subsidiaries.

“Refunded Swing Line Loans”:  as defined in Section 2.2.

“Refunding Date”:  as defined in Section 2.2.

“Register”:  as defined in Section 9.6(d).

“Regulation H”:  Regulation H of the Board as in effect from time to time.

“Regulation U”:  Regulation U of the Board as in effect from time to time.

“Reimbursement Obligation”:  the obligation of the Borrower to reimburse the relevant Issuing Lender pursuant to Section 2.23 for amounts drawn under Letters of Credit.

“Related Parties”: any (a) controlling stockholder, 66⅔% (or more) owned Subsidiary, or immediate family member (in the case of an individual) of any Principal, or (b) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Persons beneficially holding 66⅔% or more controlling interest of which consist of any one or more Principals and/or such other Persons referred to in the immediately preceding clause (a).

“Reorganization”:  with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“Reportable Event”:  any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.

“Required Lenders”:  at any time, the holders of more than 50% of the Total Revolving Credit Commitments then in effect or, if the Revolving Credit Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding.

“Requirement of Law”:  as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other

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Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“Responsible Officer”:  the chief executive officer, president or chief financial officer of the Borrower, but in any event, with respect to financial matters, the chief financial officer of the Borrower.

“Restricted Payments”:  as defined in Section 6.6.

“Revolving Credit Commitment”:  as to any Lender, the obligation of such Lender to make or participate in Loans and issue or participate in Letters of Credit, in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “Revolving Credit Commitment” opposite such Lender’s name on Schedule 1 to the Lender Addendum delivered by such Lender, or, as the case may be, in the Assignment and Acceptance pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof.  The original amount of the Total Revolving Credit Commitments is $30,000,000.

“Revolving Credit Commitment Period”:  the period from and including the Closing Date to the Revolving Credit Termination Date.

“Revolving Credit Loans”:  as defined in Section 2.1.

“Revolving Credit Percentage”:  as to any Lender at any time, the percentage which such Lender’s Revolving Credit Commitment then constitutes of the Total Revolving Credit Commitments (or, at any time after the Revolving Credit Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Revolving Credit Loans then outstanding constitutes of the aggregate principal amount of the Revolving Credit Loans then outstanding).

“Revolving Credit Termination Date”:  October [__], 2009.

“Revolving Extensions of Credit”:  as to any Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding, (b) such Lender’s Revolving Credit Percentage of the L/C Obligations then outstanding and (c) such Lender’s Revolving Credit Percentage of the aggregate principal amount of Swing Line Loans then outstanding.

“S&P”:  Standard & Poor’s Ratings Services.

“SEC”:  the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority).

“Security Documents”:  the collective reference to the Guarantee and Collateral Agreement and all other security documents hereafter delivered to the Administrative Agent granting a Lien on any Property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.

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“Securities Holders Agreement”:  the Second Amended and Restated Securities Holders Agreement, dated as of [________], 2004, among the Sponsor, certain of the Borrower’s existing stockholders, certain members of the Borrower’s board of directors and the Borrower’s executive officers, as in effect on the Closing Date.

“Senior Note Indenture”:  the Indenture, dated as of October [___], 2004 entered into by the Borrower and certain of its Subsidiaries and The Bank of New York, as Trustee, in connection with the issuance of the Senior Notes, together with all instruments and other agreements entered into by the Borrower or such Subsidiaries in connection therewith, as the same may be amended, supplemented or otherwise modified from time to time.

“Senior Notes”:  the senior notes of the Borrower issued from time to time pursuant to the Senior Note Indenture.

“Senior Subordinated Note Indenture”:  the Indenture, dated as of October [__], 2004, entered into by the Borrower and certain of its Subsidiaries and The Bank of New York, as Trustee, in connection with the issuance of the Senior Subordinated Notes, together with all instruments and other agreements entered into by the Borrower or such Subsidiaries in connection therewith, as the same may be amended, supplemented or otherwise modified from time to time in accordance with Section 6.9.

“Senior Subordinated Notes”: the senior subordinated notes of the Borrower issued from time to time pursuant to the Senior Subordinated Note Indenture.

“Single Employer Plan”:  any Plan that is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

“Solvent”:  when used with respect to any Person, that, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature.  For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

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“Specified Change of Control”:  the occurrence of (a) 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 Borrower and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) the Exchange Act other than a Principal or a Related Party of a Principal, (b) the adoption of a plan relating to the liquidation or dissolution of the Borrower, (c) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” (as defined above), other than the Principals and their Related Parties, becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of the Borrower, measured by voting power rather than number of shares, or (d) the first day on which a majority of the members of the Board of Directors of the Borrower are not Continuing Directors.

“Specified Hedge Agreement”:  any Hedge Agreement entered into by the Borrower or any of its Subsidiaries and any Qualified Counterparty.

“Sponsor”:  Bruckmann, Rosser, Sherill & Co., L.P.

“Subsidiary”:  as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Subsidiary Guarantor”:  each Subsidiary of the Borrower other than any Foreign Subsidiary.

“Swing Line Commitment”:  the obligation of the Swing Line Lender to make Swing Line Loans pursuant to Section 2.2 in an aggregate principal amount at any one time outstanding not to exceed $5,000,000.

“Swing Line Lender”:  Lehman Commercial Paper Inc., in its capacity as the lender of Swing Line Loans.

“Swing Line Loans”:  as defined in Section 2.1(b).

“Swing Line Participation Amount”:  as defined in Section 2.2.

“Syndication Agent”:  as defined in the preamble hereto.

“Total Revolving Credit Commitments”:  at any time, the aggregate amount of the Revolving Credit Commitments of the Lenders then in effect.

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“Total Revolving Extensions of Credit”:  at any time, the aggregate amount of the Revolving Extensions of Credit of the Lenders outstanding at such time.

“Transactions Services Agreement”: the amended and restated Transaction Services Agreement, dated as of [____________], 2004 between Bruckmann, Rosser, Sherrill & Co. Inc. and the Borrower, as in effect on the Closing Date.

“Transferee”:  as defined in Section 9.14.

“Type”:  as to any Loan, its nature as a Base Rate Loan or a Eurodollar Loan.

“Wholly Owned Subsidiary”:  as to any Person, any other Person all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

“Wholly Owned Subsidiary Guarantor”:  any Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Borrower.

1.2   Other Definitional Provisions.  (a)  Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b)   As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, accounting terms relating to the Borrower and its Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP.

(c)   The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d)   The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

SECTION 2.  AMOUNT AND TERMS OF COMMITMENTS; LETTERS OF CREDIT

2.1   Revolving Credit Commitments; Swing Line Commitment.  (a)    Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Credit Loans”) to the Borrower from time to time during the Revolving Credit Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Revolving Credit Percentage of the L/C Obligations and Swing Line Loans then outstanding, does not exceed the amount of such Lender’s Revolving Credit Commitment.  During the Revolving Credit Commitment Period the Borrower may use the Revolving Credit Commitments by borrowing, prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof.  The Revolving Credit Loans may from time to time be Eurodollar Loans or Base Rate Loans, as

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determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.7, provided that no Revolving Credit Loan shall be made as a Eurodollar Loan after the day that is one month prior to the Revolving Credit Termination Date.

(b)   Subject to the terms and conditions hereof, the Swing Line Lender agrees to make available a portion of the credit otherwise available to the Borrower under the Revolving Credit Commitments from time to time during the Revolving Credit Commitment Period by making swing line loans (“Swing Line Loans”) to the Borrower; provided that (i) the aggregate principal amount of Swing Line Loans outstanding at any time shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing Line Loans outstanding at any time, when aggregated with the Swing Line Lender’s other outstanding Revolving Credit Loans hereunder, may exceed the Swing Line Commitment then in effect) and (ii) the Borrower shall not request, and the Swing Line Lender shall not make, any Swing Line Loan if, after giving effect to the making of such Swing Line Loan, the aggregate amount of the Available Revolving Credit Commitments would be less than zero.  During the Revolving Credit Commitment Period, the Borrower may use the Swing Line Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof.  Swing Line Loans shall be Base Rate Loans only.

(c)   The Borrower shall repay all outstanding Loans on the Revolving Credit Termination Date.

2.2   Procedure for Borrowing; Swing Line Loans; Refunding of Swing Line Loans.  (a)    The Borrower may borrow Revolving Credit Loans under the Revolving Credit Commitments during the Revolving Credit Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, (i) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (ii) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans), specifying (A) the amount and Type of Revolving Credit Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the length of the initial Interest Period therefor.  Any Revolving Credit Loans made on the Closing Date shall initially be Base Rate Loans and may be converted to Eurodollar Loans pursuant to Section 2.7.  Each borrowing under the Revolving Credit Commitments shall be in an amount equal to (x) in the case of Base Rate Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Revolving Credit Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $1,000,000 in excess thereof, provided, that the Swing Line Lender may request, on behalf of the Borrower, borrowings under the Revolving Credit Commitments which are Base Rate Loans in other amounts pursuant to Section 2.2(c).  Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof.  Each Lender will make the amount of its pro rata share of each borrowing of Revolving Credit Loans available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent.  Such borrowing will then be made available to the Borrower by the Administrative Agent in like funds as received by the Administrative Agent.

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(b)   Whenever the Borrower desires that the Swing Line Lender make Swing Line Loans it shall give the Swing Line Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swing Line Lender not later than 1:00 P.M., New York City time, on the proposed Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date (which shall be a Business Day during the Revolving Credit Commitment Period).  Each borrowing under the Swing Line Commitment shall be in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof.  Not later than 3:00 P.M., New York City time, on the Borrowing Date specified in a notice in respect of Swing Line Loans, the Swing Line Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the amount of the Swing Line Loan to be made by the Swing Line Lender.  The Administrative Agent shall make the proceeds of such Swing Line Loan available to the Borrower on such Borrowing Date in immediately available funds.

(c)   The Swing Line Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swing Line Lender to act on its behalf), on one Business Day’s notice given by the Swing Line Lender no later than 12:00 Noon, New York City time, request each Lender to make, and each Lender hereby agrees to make, a Revolving Credit Loan, in an amount equal to such Lender’s Revolving Credit Percentage of the aggregate amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the Swing Line Lender.  Each Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent at the Funding Office in immediately available funds, not later than 10:00 A.M., New York City time, one Business Day after the date of such notice.  The proceeds of such Revolving Credit Loans shall be immediately made available by the Administrative Agent to the Swing Line Lender for application by the Swing Line Lender to the repayment of the Refunded Swing Line Loans.

(d)   If prior to the time a Revolving Credit Loan would have otherwise been made pursuant to Section 2.2(c), one of the events described in Section 7(f) shall have occurred and be continuing with respect to the Borrower or if for any other reason, as determined by the Swing Line Lender in its sole discretion, Revolving Credit Loans may not be made as contemplated by Section 2.2(c), each Lender shall, on the date such Revolving Credit Loan was to have been made pursuant to the notice referred to in Section 2.2(c) (the “Refunding Date”), purchase for cash an undivided participating interest in the then outstanding Swing Line Loans by paying to the Swing Line Lender an amount (the “Swing Line Participation Amount”) equal to (i) such Lender’s Revolving Credit Percentage times (ii) the sum of the aggregate principal amount of Swing Line Loans then outstanding which were to have been repaid with such Revolving Credit Loans.

(e)   Whenever, at any time after the Swing Line Lender has received from any Lender such Lender’s Swing Line Participation Amount, the Swing Line Lender receives any payment on account of the Swing Line Loans, the Swing Line Lender will distribute to such Lender its Swing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal

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of and interest on all Swing Line Loans then due); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed to it by the Swing Line Lender.

(f)   Each Lender’s obligation to make the Revolving Credit Loans referred to in Section 2.2(c) and to purchase participating interests pursuant to Section 2.2(d) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 4; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

2.3   Repayment of Loans; Evidence of Debt.  (a)    The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Lender the then unpaid principal amount of each Loan of such Lender on the Revolving Credit Termination Date (or such earlier date on which the Loans become due and payable pursuant to Section 7). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.9.

(b)   Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c)   The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 9.6(d), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan made hereunder and any Note evidencing such Loan, the Type thereof and each Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.

(d)   The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.3(b) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.

(e)   The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender a promissory note of the

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Borrower evidencing any Revolving Credit Loans or Swing Line Loans, as the case may be, of such Lender, substantially in the forms of Exhibit G-1 and G-2, respectively, with appropriate insertions as to date and principal amount; provided that delivery of such notes shall not be a condition precedent to the making of the Loans on the Closing Date.

2.4   Commitment Fees, etc.  (a)  The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee for the period from and including the Closing Date to the last day of the Revolving Credit Commitment Period, computed at the Commitment Fee Rate on the average daily amount of the Available Revolving Credit Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on the last day of each March, June, September and December and on the Revolving Credit Termination Date (or any earlier date of termination of the Revolving Credit Commitments), commencing on the first of such dates to occur after the date hereof.

(b)   The Borrower agrees to pay to the Agents the fees in the amounts and on the dates agreed to in writing by the Borrower and the Agents prior to the Closing Date.

2.5   Termination or Reduction of Revolving Credit Commitments.  The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent (which shall promptly notify each Lender thereof), to terminate the Revolving Credit Commitments or, from time to time, to reduce the amount of the Revolving Credit Commitments; provided that no such termination or reduction of Revolving Credit Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Credit Loans and/or Swing Line Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Credit Commitments.  Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Credit Commitments then in effect.

2.6   Optional Prepayments.  The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as otherwise provided herein), upon irrevocable notice delivered to the Administrative Agent at least three Business Days prior thereto in the case of Eurodollar Loans and at least one Business Day prior thereto in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.15.  Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.  If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of prepayments of Base Rate Loans) accrued interest to such date on the amount prepaid.  Partial prepayments of Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof, and partial prepayments of Swing Line Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

2.7   Conversion and Continuation Options.  (a)    The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans by giving the Administrative Agent

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at least two Business Days’ prior irrevocable notice of such election, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto.  The Borrower may elect, from time to time, to convert Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least three Business Days’ prior irrevocable notice of such election (which notice shall specify the length of the initial Interest Period therefor); provided that no Base Rate Loan may be converted into a Eurodollar Loan (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such conversions or (ii) after the date that is one month prior to the Revolving Credit Termination Date.  Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

(b)   Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Revolving Credit Loans; provided that no Eurodollar Loan may be continued as such (i) when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuations or (ii) after the date that is one month prior to the Revolving Credit Termination Date, and provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Revolving Credit Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period.  Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.

2.8   Minimum Amounts and Maximum Number of Eurodollar Tranches.  Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions, continuations and optional prepayments of Eurodollar Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no more than ten Eurodollar Tranches shall be outstanding at any one time.

2.9   Interest Rates and Payment Dates.  (a)    Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin.

(b)   Each Base Rate Loan shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin.

(c)   (i)    If all or a portion of the principal amount of any Loan or Reimbursement Obligations shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), all outstanding Loans and Reimbursement Obligations (whether or not overdue) shall bear interest at a rate per annum that is equal to (x) in the case of Loans, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2% and

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(y) in the case of Reimbursement Obligations, the rate applicable to Base Rate Loans plus 2%, and (ii) if all or a portion of any interest payable on any Loans and Reimbursement Obligations (whether or not overdue) or any commitment fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate then applicable to Base Rate Loans plus 2%, in each case, with respect to clauses (i) and (ii) above, from the date of such non-payment until such amount is paid in full (after as well as before judgment).

(d)   Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (c) of this Section shall be payable from time to time on demand.

2.10   Computation of Interest and Fees.  (a)    Interest, fees and commissions payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to Base Rate Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed.  The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate.  Any change in the interest rate on a Loan resulting from a change in the Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective.  The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate.

(b)   Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error.  The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.10(a).

2.11   Inability to Determine Interest Rate.  If prior to the first day of any Interest Period:

(a)   the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or

(b)   the Administrative Agent shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Revolving Credit Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter.  If such notice is given (x) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate

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Loans, (y) any Revolving Credit Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as Base Rate Loans and (z) any outstanding Eurodollar Loans shall be converted, on the last day of the then current Interest Period with respect thereto, to Base Rate Loans.  Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert Revolving Credit Loans to Eurodollar Loans.

2.12   Pro Rata Treatment and Payments.  (a)    Each borrowing by the Borrower of Revolving Credit Loans hereunder and any reduction of the Revolving Credit Commitments of the Lenders shall be made pro rata according to the respective Revolving Credit Percentages of the Lenders.  Other than with respect to any substituted Lender in accordance with Section 2.18, each payment in respect of principal or interest in respect of the Revolving Credit Loans, each payment in respect of commitment fees payable hereunder shall be applied to the amounts of such obligations owing to the Lenders pro rata according to the respective amounts then due and owing to the Lenders.  Each payment in respect of Reimbursement Obligations in respect of any Letter of Credit shall be made to the Issuing Lender that issued such Letter of Credit.

(b)   All payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the Lenders, at the Payment Office, in Dollars and in immediately available funds.  Any payment made after 12:00 Noon, New York City time, on any Business Day shall be deemed to have been made on the next succeeding Business Day.  The Administrative Agent shall distribute such payments to the Lenders promptly upon receipt in like funds as received.  If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day.  If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day.  In the case of any extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension.

(c)   Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount.  If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to the daily average Federal Funds Effective Rate for the period until such Lender makes such amount immediately available to the Administrative Agent.  A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error.  If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days of such Borrowing Date, the

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Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans, on demand, from the Borrower.

(d)   Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount.  If such payment is not made to the Administrative Agent by the Borrower within three Business Days of such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at a rate per annum equal to the daily average Federal Funds Effective Rate.  Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.

2.13   Requirements of Law.  (a)    If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:

(i)   shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.14 and changes in the rate of tax on the overall net income of such Lender);

(ii)   shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or

(iii)   shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable.  If any Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.

(b)   If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any

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Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction.

(c)   A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the Borrower setting out in reasonable detail the method of determination of such additional amounts (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error.  The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of amounts payable hereunder.

2.14   Taxes.  (a)    All payments made by the Borrower under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent’s or such Lender’s having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document).  If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement, provided, however, that the Borrower shall not be required to increase any such amounts payable to any Lender with respect to any Non-Excluded Taxes (i) that are attributable to such Lender’s failure to comply with the requirements of paragraph (d) or (e) of this Section or (ii) that are United States withholding taxes imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to such Non-Excluded Taxes pursuant to Section 2.14(a).

(b)   In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)   Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent

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for the account of the Administrative Agent or relevant Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof.  If the Borrower fails to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure.  The agreements in this Section 2.14 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

(d)   Each Lender (or Transferee) that is not a citizen or resident of the United States of America, a corporation, partnership or other entity created or organized in or under the laws of the United States of America (or any jurisdiction thereof), or any estate or trust that is subject to federal income taxation regardless of the source of its income (a “Non-U.S. Lender”) shall deliver to the Borrower and the Administrative Agent (and, in the case of a Participant or a Lender participating in a conduit financing arrangement, as defined in Section 7701(1) of the Code and the regulations thereunder (a “Conduit Financing Arrangement”) (such Lender, a “Conduit Lender”), also to the Lender from which the related participation shall have been purchased or from which the designation of such Conduit Lender was made, as the case may be) two copies of either U.S. Internal Revenue Service Form W-8BEN, Form W-8ECI or Form W-8IMY, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest” a statement substantially in the form of Exhibit H and a Form W-8BEN or Form W-8IMY, or any subsequent versions thereof or successors thereto properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments by the Borrower under this Agreement and the other Loan Documents.  Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation).  In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender.  Each Non-U.S. Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose).  Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant to this paragraph that such Non-U.S. Lender is not legally able to deliver.  If any Non-U.S. Lender provides a Form W-8IMY, such Non-U.S. Lender must also attach the additional documentation that must be transmitted with Form W-8IMY, including the appropriate forms described in this Section 2.14(d).  A Conduit Lender shall provide two copies of the appropriate withholding statements for all participants and parties to a potential Conduit Financing Arrangement to the Borrower and the Administrative Agent on or before the date of commencement of the potential Conduit Financing Arrangement.

(e)   A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed

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documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate, provided that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s reasonable judgment such completion, execution or submission would not materially prejudice the legal position of such Lender.

(f)   If the Administrative Agent or any Lender receives a refund in respect of Non-Excluded Taxes or Other Taxes paid by the Borrower, which in the good faith judgment of such Lender is allocable to such payment, it shall promptly pay such refund, together with any other amounts paid by the Borrower in connection with such refunded Non-Excluded Taxes or Other Taxes, to the Borrower, net of all out-of-pocket expenses of such Lender incurred in obtaining such refund, provided, however, that the Borrower agrees to promptly return such refund to the Administrative Agent or the applicable Lender, as the case may be, if it receives notice from the Administrative Agent or applicable Lender that the Administrative Agent or such Lender is required to repay such refund.

(g)   No Conduit Lender or other participant in a potential Conduit Financing Arrangement shall be entitled to receive any greater amount pursuant to Section 2.14 than the financing entity (as defined in Treas. Reg. § 1.881-3(a)(2)) would be entitled to receive pursuant to Section 2.14.

2.15   Indemnity.  The Borrower agrees to indemnify each Lender for and to hold each Lender harmless from any loss or expense that such Lender may reasonably sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b)  default by the Borrower in making any prepayment after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment or conversion of Eurodollar Loans on a day that is not the last day of an Interest Period with respect thereto.  Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid or converted, or not so borrowed, converted or continued, for the period from the date of such prepayment or conversion or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Revolving Credit Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market.  A certificate as to any amounts payable pursuant to this Section submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error.  This covenant shall survive the termination of this Agreement and the payment of the Revolving Credit Loans and all other amounts payable hereunder.

2.16   Illegality.  Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this Agreement, (a) the commitment of such Lender hereunder to make Eurodollar Loans, continue

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Eurodollar Loans as such and convert Base Rate Loans to Eurodollar Loans shall forthwith be canceled and (b) such Lender’s Revolving Credit Loans then outstanding as Eurodollar Loans, if any, shall be converted automatically to Base Rate Loans on the respective last days of the then current Interest Periods with respect to such Revolving Credit Loans or within such earlier period as required by law.  If any such conversion of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to Section 2.15.

2.17   Change of Lending Office.  Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.13, 2.14(a) or 2.16 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided, that such designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.13, 2.14(a) or 2.16.

2.18   Substitution of Lenders.  Upon the receipt by the Borrower from any Lender (an “Affected Lender”) of a claim under Section 2.13, 2.14 or 2.16, the Borrower may: (a) request one more of the other Lenders to acquire and assume all or part of such Affected Lender’s Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace such Affected Lender by designating another Lender or a financial institution that is willing to acquire such Loans and Reimbursement Obligations and assume such Revolving Credit Commitment;  provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall purchase, at par) all Loans and Reimbursement Obligations, accrued interest and other amounts owing to such replaced Lender prior to the date of replacement (including all amounts then owing to such replaced Lender pursuant to Sections 2.13, 2.14 and 2.16), (iv) the Borrower shall be liable to such replaced Lender under Section 2.15 if any Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on the last day of the Interest Period relating thereto, (v) the replacement bank or institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent, and (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Borrower or replacement Lender shall be obligated to pay the registration and processing fee).

2.19   L/C Commitment(a)   .  (a)         Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 2.22(a), agrees to issue letters of credit (the letters of credit issued on and after the Closing Date, together with the Existing Letters of Credit, collectively, the “Letters of Credit”) for the account of the Borrower on any Business Day during the Revolving Credit Commitment Period in such form as may be approved from time to time by such Issuing Lender; provided that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Credit Commitments would be less than zero.  Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary

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of its date of issuance and (y) the date which is five Business Days prior to the Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above).

(b)        No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.

2.20   Procedure for Issuance of Letter of Credit.  The Borrower may from time to time request that an Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its address for notices specified herein an Application therefor, completed to the reasonable satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender may reasonably request with respect to the requested Letter of Credit.  Upon receipt of any Application, an Issuing Lender will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrower.  Promptly after issuance by an Issuing Lender of a Letter of Credit, such Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower.  Each Issuing Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit issued by it (including the amount thereof).

2.21   Fees and Other Charges.  (a)    The Borrower will pay a fee on the aggregate drawable amount of all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Revolving Credit Loans that are Eurodollar Loans, shared ratably among the Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the issuance date.  In addition, the Borrower shall pay to each Issuing Lender for its own account a fronting fee on the aggregate drawable amount of all outstanding Letters of Credit issued by it in an amount to be agreed upon from time to time between such Issuing Lender and the Borrower, payable quarterly in arrears on each L/C Fee Payment Date after the Issuance Date.

(b)   In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of Credit.

2.22   L/C Participations.  (a)    Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C

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Participant’s Revolving Credit Percentage in each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder and the amount of each draft paid by such Issuing Lender thereunder.  Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is not so reimbursed.

(b)   If any amount required to be paid by any L/C Participant to an Issuing Lender pursuant to Section 2.22(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within three Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360.  If any such amount required to be paid by any L/C Participant pursuant to Section 2.22(a) is not made available to such Issuing Lender by such L/C Participant within three Business Days after the date such payment is due, such Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum applicable to Base Rate Loans.  A certificate of such Issuing Lender submitted to any L/C Participant with respect to any such amounts owing under this Section shall be conclusive in the absence of manifest error.

(c)   Whenever, at any time after an Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro rata share of such payment in accordance with Section 2.22(a), such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it.

(d)   Each Lender’s obligation to purchase, pursuant to Section 2.22(a), such Lender’s Revolving Credit Percentage in each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by such Issuing Lender hereunder shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender or the Borrower may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 4; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Loan Party; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other

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Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

2.23   Reimbursement Obligation of the Borrower.  The Borrower agrees to reimburse each Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.22 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”).  Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds.  Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.9(b) and (ii) thereafter, Section 2.9(c).  Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.22 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2 of Base Rate Loans in the amount of such drawing.  The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.2, if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Credit.

2.24   Obligations Absolute.  The Borrower’s obligations under Sections 2.19 through 2.25 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against any Issuing Lender, any L/C Participant, any beneficiary of a Letter of Credit or any other Person.  The Borrower also agrees that each Issuing Lender and the L/C Participant shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 2.23 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee.  No Issuing Lender or L/C Participant shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Issuing Lender.  The Borrower agrees that any action taken or omitted by an Issuing Lender under or in connection with any Letter of Credit issued by it or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the standards or care specified in the Uniform Commercial Code of the State of New York, shall be binding on the Borrower and shall not result in any liability of such Issuing Lender or any L/C Participant to the Borrower.

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2.25   Letter of Credit Payments.  If any draft shall be presented for payment under any Letter of Credit, the relevant Issuing Lender shall promptly notify the Borrower of the date and amount thereof.  The responsibility of the relevant Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit issued by such Issuing Lender shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit.

2.26   Applications.  To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the provisions of Sections 2.19 through 2.25, the provisions of Sections 2.19 through 2.25 shall apply; provided, however, that any term, condition or provision of any Application which is in addition to, or the subject matter of which is not in, part of or covered by, the provisions of Sections 2.19 through 2.25 shall not be considered as being or deemed to be in conflict with or inconsistent with the provisions of Sections 2.19 through 2.25.

SECTION 3.  REPRESENTATIONS AND WARRANTIES

To induce the Agents and the Lenders to enter into this Agreement and to make the Loans and to issue or participate in Letters of Credit, the Borrower hereby represents and warrants to each Agent and each Lender that:

3.1   Financial Condition.  (a)  The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at July 3, 2004 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made hereunder, if any, on the Closing Date and the use of proceeds thereof and (ii) the payment of fees and expenses in connection with the foregoing.  The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial condition of Borrower and its consolidated Subsidiaries as at July 3, 2004, assuming that the events specified in the preceding sentence had actually occurred at such date.

(b)   The audited consolidated balance sheets of the Borrower as at December 29, 2001, December 28, 2002 and January 3, 2004, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from KPMG LLP, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended.  The unaudited consolidated balance sheet of the Borrower as at July 3, 2004, and the related unaudited consolidated statements of income and cash flows for the twenty-six week period ended on such date, present fairly the consolidated financial condition of Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twenty-six week period then ended (subject to normal year-end audit adjustments).  All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of

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accountants and disclosed therein and subject, in the case of the financial statements as of and for the period ended July 3, 2004, to normal year end audit adjustments and the absence of notes).  The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.  During the period from January 3, 2004, to and including the date hereof there has been no Disposition by the Borrower of any material part of its business or Property.

3.2   No Change.  Since January 3, 2004, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect.

3.3   Corporate Existence; Compliance with Law.  Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate or business trust power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or business trust and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law except, in the case of each of the foregoing clauses (c) and (d), to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

3.4   Corporate Power; Authorization; Enforceable Obligations.  Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow and obtain other extensions of credit hereunder.  Each Loan Party has taken all necessary corporate action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement.  No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect.  Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto.  This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

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3.5   No Legal Bar.  The execution, delivery and performance of this Agreement and the other Loan Documents, the issuance of Letters of Credit, borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of the Borrower or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents).  No Requirement of Law or Contractual Obligation applicable on the Closing Date to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

3.6   No Material Litigation.  No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that could reasonably be expected to have a Material Adverse Effect.

3.7   No Default.  Neither the Borrower nor any of its Subsidiaries is in default under or with respect to any of its Contractual Obligations in any respect that could reasonably be expected to have a Material Adverse Effect.  No Default or Event of Default has occurred and is continuing.

3.8   Ownership of Property; Liens.  Each of the Borrower and each of its Subsidiaries has title in fee simple to, or a valid leasehold interest in, all its real property, subject only to Liens and other matters permitted by Section 6.3, and good title to, or a valid leasehold or other property interest in, all its other Property, and none of such Property is subject to any Lien except as permitted by Section 6.3.

3.9   Intellectual Property.  To the knowledge of the Borrower, the Borrower and each of its Subsidiaries owns, or is licensed to use, all Intellectual Property necessary and material for the conduct of its business as currently conducted.  To the knowledge of the Borrower, except as indicated on Schedule 3.9, no material claim has been asserted and is pending by any Person alleging that the use of any Intellectual Property by the Borrower and its Subsidiaries infringes on the intellectual property rights of any Person in any material respect nor does the Borrower know of any valid basis for any such claim.

3.10   Taxes.  Each of the Borrower and each of its Subsidiaries has filed or caused to be filed all Federal, state and other material tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its Property and all other taxes, fees or other charges imposed on it or any of its Property by any Governmental Authority (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or its Subsidiaries, as the case may be); and as of the Closing Date no tax Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any such tax, fee or other charge.

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3.11   Federal Regulations.  No part of the proceeds of any Loans and no Letters of Credit will be used for “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect or for any purpose that violates the provisions of the Regulations of the Board.  If requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1 referred to in Regulation U.

3.12   Labor Matters.  There are no strikes or other labor disputes against the Borrower or any of its Subsidiaries pending or, to the knowledge of the Borrower, threatened that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect.  Hours worked by and payment made to employees of the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect.  All payments due from the Borrower or any of its Subsidiaries on account of employee health and welfare insurance that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect if not paid have been paid or accrued as a liability on the books of the Borrower or the relevant Subsidiary.

3.13   ERISA.  Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code.  No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period.  The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by more than $2,000,000.  Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made that could reasonably be expected to have a Material Adverse Effect.  No such Multiemployer Plan is in Reorganization or Insolvent as of the Closing Date.

3.14   Investment Company Act; Other Regulations.  No Loan Party is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.  No Loan Party is subject to regulation under any Requirement of Law (other than Regulation X of the Board) which limits its ability to incur Indebtedness.

3.15   Subsidiaries.  (a)  The Subsidiaries listed on Schedule 3.15 constitute all the Subsidiaries of the Borrower at the date hereof.  Schedule 3.15 sets forth as of the Closing Date the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party.

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(b)   There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Borrower or any Subsidiary.

3.16   Use of Proceeds.  The proceeds of the Loans shall be used (i) to refinance certain existing Indebtedness of the Borrower, (ii) to finance the working capital needs of the Borrower and its Subsidiaries in the ordinary course of business, and (iii) for Permitted Acquisitions.  The Letters of Credit shall be used for the working capital needs of the Borrower and its Subsidiaries.

3.17   Environmental Matters.  Other than exceptions to any of the following that could not, individually and in the aggregate, reasonably be expected to have a Material Adverse Effect:

(a)   the Borrower and its Subsidiaries:  (i) are, and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws; (ii) hold all Environmental Permits (each of which is in full force and effect) required for any of their current operations or for any property owned, leased, or otherwise operated by any of them; (iii) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits; and (iv) reasonably believe that:  each of their Environmental Permits will be timely renewed and complied with; any additional Environmental Permits that may be required of any of them will be timely obtained and complied with; and compliance with any Environmental Law that is or is expected to become applicable to any of them will be timely attained and maintained.

(b)   Materials of Environmental Concern are not present at, on, under, in, or about any real property now or, to the knowledge of the Borrower and its Subsidiaries, formerly owned, leased or operated by the Borrower or any of its Subsidiaries, or, to the knowledge of the Borrower and its Subsidiaries, at any other location (including, without limitation, any location to which Materials of Environmental Concern have been sent for re-use or recycling or for treatment, storage, or disposal) which could reasonably be expected to (i) give rise to liability of the Borrower or any of its Subsidiaries under any applicable Environmental Law or otherwise result in costs to the Borrower or any of its Subsidiaries, or (ii) interfere with the Borrower’s or any of its Subsidiaries’ continued operations.

(c)   There is no judicial, administrative, or arbitral proceeding (including any notice of violation or alleged violation) under or relating to any Environmental Law to which the Borrower or any of its Subsidiaries is, or to the knowledge of the Borrower or any of its Subsidiaries will be, named as a party that is pending or, to the knowledge of the Borrower or any of its Subsidiaries, threatened.

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(d)   Neither the Borrower nor any of its Subsidiaries has received any written request for information, or been notified that it is a potentially responsible party under or relating to the federal Comprehensive Environmental Response, Compensation, and Liability Act or any similar Environmental Law, or with respect to any Materials of Environmental Concern.

(e)   Neither the Borrower nor any of its Subsidiaries has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with or liability under any Environmental Law.

(f)   Neither the Borrower nor any of its Subsidiaries has assumed or retained, by contract, any liabilities of any kind, fixed or contingent, known or unknown, under any Environmental Law or with respect to any Material of Environmental Concern.

3.18   Accuracy of Information, etc.  No written statement or written information (other than projections) contained in this Agreement, any other Loan Document or any other document, certificate or written statement furnished to the Administrative Agent or the Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by or pursuant to this Agreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading.  The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount.

3.19   Security Documents.  The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof.  In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are delivered to the Administrative Agent together with stock powers endorsed to the Administrative Agent or in blank, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)-1, (which financing statements have been duly completed and delivered to the Administrative Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement (all of which filings have been duly completed), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 6.3).  Schedule 3.19(a)-2 lists each UCC Financing Statement (other than any naming the

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Administrative Agent as secured party) that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date.

3.20   Solvency.  The Borrower and each of its Subsidiaries are, and after giving effect to the incurrence of all Indebtedness and obligations being incurred in connection herewith and therewith will be and will continue to be, Solvent.

3.21   Senior Indebtedness.  The Obligations constitute “Senior Debt” of the Borrower under and as defined in the Senior Subordinated Note Indenture.  The obligations of each Subsidiary Guarantor under the Guarantee and Collateral Agreement constitute “Senior Debt” of such Subsidiary Guarantor under and as defined in the Senior Subordinated Note Indenture.

SECTION 4.  CONDITIONS PRECEDENT

4.1   Conditions to Initial Extension of Credit.  The agreement of each Lender to make its initial extension of credit on or after the Closing Date is subject to the satisfaction, prior to or concurrently with the making of any extensions of credit on the Closing Date, of the following conditions precedent:

(a)   Loan Documents.  The Administrative Agent shall have received (i) this Agreement, executed and delivered by a duly authorized officer of the Borrower and (ii) the Guarantee and Collateral Agreement, executed and delivered by a duly authorized officer of the Borrower and each Subsidiary Guarantor.

(b)   Issuance of the EIS and Other Indebtedness.  The Borrower shall have received gross proceeds of at least $200,000,000 from the issuance of its Senior Notes and at least $337,626,000 from the issuance of the EIS (which includes $190,000,000 from the issuance of the Senior Subordinated Notes), in each case, on terms satisfactory to the Lenders.  The capital structure of each Loan Party shall be as set forth in the S-1 filed on September 15, 2004 with the SEC.

(c)   Pro Forma Balance Sheet; Financial Statements.  The Lenders shall have received and be satisfied (in form and substance) with the Pro Forma Balance Sheet and the financial statements described in Section 3.1.

(d)   Approvals. All governmental and third party approvals reasonably necessary in the discretion of the Administrative Agent in connection with the financing contemplated hereby and the continuing operations of the Borrower and its Subsidiaries shall have been obtained and be in full force and effect; all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the financing contemplated hereby; and the Administrative Agent shall have received a certificate of a Responsible Officer to the foregoing effect, which certificate shall also either (i) certify that no such approvals are required or (ii) have attached to it copies of any such required approvals.

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(e)   Related Agreements.  The Administrative Agent shall have received (in a form reasonably satisfactory to the Administrative Agent), true and correct copies, certified as to authenticity by the Borrower, of the Senior Note Indenture, the EIS Documentation and such other documents or instruments as may be reasonably requested by the Administrative Agent.

(f)   Fees.  The Arranger and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including reasonable fees, disbursements and other charges of counsel to the Administrative Agent), on or before the Closing Date.  All such amounts will be paid from the issuance of the Senior Notesand will be reflected in the funding instructions given by the Borrower to the Administrative Agent on or before the Closing Date.

(g)   Business Plan.  The Administrative Agent shall have received satisfactory business projections for the Borrower and its Subsidiaries for fiscal years 2004-2008.

(h)   Lien Searches.  The Administrative Agent shall have received the results of a recent lien search in each relevant jurisdiction with respect to the Borrower and its Subsidiaries, and such search shall reveal no liens on any of the assets of the Borrower or its Subsidiaries except for liens permitted by Section 6.3 or liens to be discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Administrative Agent.

(i)   Closing Certificate.  The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

(j)   Legal Opinions.  The Administrative Agent shall have received the following executed legal opinions:

(i)   the legal opinion of Dechert LLP, counsel to the Borrower and its Subsidiaries, substantially in the form of Exhibit F; and

(ii)   the legal opinion of [local counsel in Vermont], which opinion shall be in form and substance satisfactory to the Administrative Agent.

Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

(k)   Pledged Stock; Stock Power .  The Administrative Agent shall have received the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof.

(l)   Filings, Registrations and Recordings.  Each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the

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benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens and other matters expressly permitted by Section 6.3), shall be in proper form for filing, registration or recordation.

(m)   Insurance.  The Administrative Agent shall have received insurance certificates satisfying the requirements of Section 5.3 of the Guarantee and Collateral Agreement.

(n)   Leverage Ratio.  As of the Closing Date, the ratio of the Borrower’s Consolidated Total Debt to the Borrower’s pro forma Consolidated EBITDA for the four consecutive fiscal quarters ended July 3, 2004 shall not be greater than 5.35 to 1.0.  The Lenders shall have received a certificate from the Borrower containing all information and calculations necessary for determining compliance with the foregoing requirement.

(o)   Termination of Existing Credit Agreement.  The Administrative Agent shall have received evidence satisfactory to the Administrative Agent that the Existing Credit Agreement shall be simultaneously terminated, all amounts thereunder shall be simultaneously paid in full and arrangements satisfactory to the Administrative Agent shall have been made for the termination (or assignment to the Administrative Agent) of Liens and security interests granted in connection therewith.

(p)   Solvency.  The Lenders shall have received a Solvency Certificate executed by the chief financial officer of the Borrower which shall document the solvency of each Loan Party after giving effect to the transactions contemplated hereby.

(q)   Merger.  The merger of Old B&G Foods, Inc. with and into B&G Foods Holdings Corp. shall have become effective by the filing of a Certificate of Merger with the Secretary of State of the State of Delaware, and B&G Foods Holdings Corp. shall have filed an amendment to its certificate of incorporation with the Secretary of the State of Delaware effectively changing its name to B&G Foods, Inc.

(r)   Existing Subordinated Notes.  The 9⅝% Senior Subordinated Notes due August 1, 2007 that are to be called for redemption shall have been called for redemption by the Borrower and the proceeds necessary therefore shall have been deposited with the trustee with respect to such 9⅝% Senior Subordinated Notes.

4.2   Conditions to Each Extension of Credit.  The agreement of each Lender to make any extension of credit requested to be made by it on any date (including, without limitation, its initial extension of credit) is subject to the satisfaction of the following conditions precedent:

(a)   Representations and Warranties.  Each of the representations and warranties  made by any Loan Party in or pursuant to this Agreement or any other Loan Document shall be true and correct on and as of such date as if made on and as of such date (unless stated to relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date).

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(b)   No Default.  No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the making of the extensions of credit requested to be made on such date.

(c)   Senior Debt.  A Responsible Officer of the Borrower shall have certified in writing to the Administrative Agent that the incurrence of Indebtedness represented by the requested extension of credit is permitted under the Senior Subordinated Notes Indenture.

Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date of such extension of credit that the conditions contained in this Section 4.2 have been satisfied.

SECTION 5.  AFFIRMATIVE COVENANTS

The Borrower hereby agrees that, so long as the Revolving Credit Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender or any Agent hereunder, the Borrower shall and shall cause each of its Subsidiaries to:

5.1   Financial Statements.  Furnish to the Administrative Agent and each Lender:

(a)   as soon as available, but in any event within 90 days or, after fiscal year end 2005, such earlier date as required by the SEC, after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures as of the end of the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by KPMG, L.L.P. or other independent certified public accountants of nationally recognized standing;

(b)   as soon as available, but in any event not later than 45 days or, after fiscal year end 2005, such earlier date as required by the SEC, after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year

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through the end of such quarter, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); and

(c)   as soon as available, but in any event not later than 45 days after the end of each month occurring during each fiscal year of the Borrower (other than the third, sixth, ninth and twelfth such month), the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as at the end of such month and the related unaudited consolidated statements of income and of cash flows for such month and the portion of the fiscal year through the end of such month, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments);

all such financial statements to be complete and correct in all material respects and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein).

5.2   Certificates; Other Information.  Furnish to the Administrative Agent and each Lender, or, in the case of clause (g), to the relevant Lender:

(a)   concurrently with the delivery of the financial statements referred to in Section 5.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate;

(b)   concurrently with the delivery of any financial statements pursuant to Section 5.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of quarterly or annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by the Borrower and its Subsidiaries with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Borrower, as the case may be, and (y) to the extent not previously disclosed to the Administrative Agent, a listing of any Intellectual Property acquired by any Loan Party since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Closing Date);

(c)   as soon as available, and in any event no later than 45 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect;

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(d)   within 45 days after the end of each fiscal quarter of the Borrower, a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the portion of the Projections covering such periods and to the comparable periods of the previous year;

(e)   within five days after the same are sent, copies of all financial statements and reports that the Borrower sends to the holders of any class of its debt securities or public equity securities and, within five days after the same are filed, copies of all financial statements and reports that the Borrower may make to, or file with, the SEC;

(f)   as soon as possible and in any event within 5 days of obtaining knowledge thereof:  (i)  a description of any development, event, or condition that, individually or in the aggregate with other developments, events or conditions, could reasonably be expected to result in the payment by the Borrower and its Subsidiaries, in the aggregate, of a Material Environmental Amount; and (ii)  any notice that any governmental authority may deny any application for an Environmental Permit sought by, or revoke or refuse to renew any Environmental Permit held by, the Borrower which could reasonably be expected to have a Material Adverse Effect; and

(g)   promptly, such additional financial and other information as any Lender may from time to time reasonably request.

5.3   Payment of Obligations.  Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the Borrower or its Subsidiaries, as the case may be.

5.4   Conduct of Business and Maintenance of Existence, etc.  (a)  (i)  Preserve, renew and keep in full force and effect its corporate existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 6.4 and except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.5   Maintenance of Property; Insurance.  (a) Keep all Property and systems useful and necessary in its business in good working order and condition, ordinary wear and tear excepted and (b) maintain with financially sound and reputable insurance companies insurance on all its Property in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business.

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5.6   Inspection of Property; Books and Records; Discussions.  (a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (b) permit representatives of any Lender upon reasonable notice to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries with officers and employees of the Borrower and its Subsidiaries and with its independent certified public accountants.

5.7   Notices.  Promptly give notice to the Administrative Agent and each Lender of:

(a)   the occurrence of any Default or Event of Default;

(b)   any (i) default or event of default under any Contractual Obligation of the Borrower or any of its Subsidiaries or (ii) litigation, investigation or proceeding which may exist at any time between the Borrower or any of its Subsidiaries and any Governmental Authority, that in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;

(c)   any litigation or proceeding affecting the Borrower or any of its Subsidiaries in which the amount involved is $2,000,000 or more and not covered by insurance or in which injunctive or similar relief is sought;

(d)   the following events, as soon as possible and in any event within 30 days after the Borrower knows or has reason to know thereof:  (i) the occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Plan that in any case under clause (i) or (ii) may reasonably be expected to result in liability of more than $2,000,000;

(e)   any amendment or other modification of any of the documents described in Section 6.9; and

(f)   any development or event that has had or could reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the Borrower or the relevant Subsidiary proposes to take with respect thereto.

5.8   Environmental Laws.  (a)  Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable

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 Environmental Laws, and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws.

(b)   Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws, or contest such orders and directives by appropriate legal means.

5.9   Additional Collateral, etc.  (a)  With respect to any Property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (v) any real property (or interest therein), (w) any Intellectual Property to the extent creation of a security interest therein would be contractually prohibited, (x) any Property described in paragraph (b) of this Section, (y) any Property subject to a Lien expressly permitted by Section 6.3(g) and (z) Property acquired by a Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

(b)   With respect to any new Subsidiary of the Borrower (other than a Foreign Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be a Foreign Subsidiary), by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens and other matters permitted by Section 6.3 and excluding real property and any interests therein, and Intellectual Property to the extent creation of a security interest therein would be contractually prohibited), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent, and (iv) if reasonably requested by the Administrative Agent, deliver to the

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Administrative Agent legal opinions covering matters consistent with those covered by the opinions delivered by Dechert LLP or the applicable local counsel, as the case may be, on the Closing Date relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

(c)   With respect to any new Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary which is an Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.

5.10   Further Assurances.  From time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Administrative Agent may reasonably request, for the purposes of implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of more fully perfecting or renewing the rights of the Administrative Agent and the Lenders with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by the Borrower or any Subsidiary which may be deemed to be part of the Collateral) pursuant hereto or thereto.  Upon the exercise by the Administrative Agent or any Lender of any power, right, privilege or remedy pursuant to this Agreement or the other Loan Documents which requires any consent, approval, recording, qualification or authorization of any Governmental Authority, the Borrower will execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender may be required to obtain from the Borrower or any of its Subsidiaries for such governmental consent, approval, recording, qualification or authorization.

SECTION 6.  NEGATIVE COVENANTS

The Borrower hereby agrees that, so long as the Revolving Credit Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender or the Agents hereunder, the Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

6.1   Financial Condition Covenants.

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(a)   Consolidated Leverage Ratio.  Permit the Consolidated Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of the Borrower ending with any fiscal quarter commencing with the fiscal quarter ending December 31, 2004, to exceed 6.00 to 1.00.

(b)   Consolidated Senior Leverage Ratio.  Permit the Consolidated Senior Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of the Borrower ending with any fiscal quarter commencing with the fiscal quarter ending December 31, 2004, to exceed 3.50 to 1.00.

(c)   Consolidated Interest Coverage Ratio.  Permit the Consolidated Interest Coverage Ratio for any period of four consecutive fiscal quarters of the Borrower ending with any fiscal quarter commencing with the fiscal quarter ending December 31, 2004, to be less than 1.35 to 1.00.

6.2   Limitation on Indebtedness.  Create, incur, assume or suffer to exist any Indebtedness, except:

(a)   Indebtedness of any Loan Party pursuant to any Loan Document;

(b)   Indebtedness of the Borrower to any Subsidiary and of any Wholly Owned Subsidiary Guarantor to the Borrower or any other Subsidiary;

(c)   Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted by Section 6.3(g) in an aggregate principal amount not to exceed $20,000,000 at any one time outstanding;

(d)   Indebtedness outstanding on the Closing Date and listed on Schedule 6.2(d) and any refinancings, refundings, renewals or extensions thereof (without any increase in the principal amount thereof or any shortening of the maturity of any principal amount thereof);

(e)   Guarantee Obligations made in the ordinary course of business by the Borrower or any of its Subsidiaries of obligations of the Borrower or any Subsidiary Guarantor;

(f)   (i)  Indebtedness of the Borrower in respect of the Senior Notes in an aggregate principal amount not to exceed $200,000,000, (ii) Guarantee Obligations of any Subsidiary Guarantor in respect of such Indebtedness and (iii) Indebtedness of the Borrower that refinances the Senior Notes and Guarantee Obligations of any Subsidiary Guarantor in respect of such refinancing Indebtedness; provided, that (A) the maturity date of such refinancing Indebtedness shall be no earlier than six months after the Revolving Credit Termination Date, (B) the terms of such refinancing Indebtedness, taken as a whole, shall not be materially less favorable to the Borrower and the Subsidiary Guarantors than the terms of the Senior Notes and (C) the principal amount of such refinancing Indebtedness does not exceed the principal amount of Senior Notes refinanced thereby;

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(g)   (i)  Indebtedness of the Borrower in respect of the Senior Subordinated Notes in an aggregate principal amount not to exceed $190,000,000, (ii) Guarantee Obligations of any Subsidiary Guarantor in respect of such Indebtedness; provided that, in the case of any Subsidiary Guarantor, such Guarantee Obligations are subordinated to the obligations of such Subsidiary Guarantor under the Guarantee and Collateral Agreement to the same extent as the obligations of the Borrower in respect of the Senior Subordinated Notes are subordinated to the Obligations and (iii) Indebtedness of the Borrower that refinances Senior Subordinated Notes and Guarantee Obligations of any Subsidiary Guarantor in respect of such refinancing Indebtedness; provided, that (A) such refinancing Indebtedness and Guarantee Obligations shall be subordinated to the obligations of the Borrower and the Subsidiary Guarantors under the Loan Documents to the same extent as the obligations of the Borrower and the Subsidiary Guarantors in respect of the Senior Subordinated Notes are subordinated, (B) the maturity date of such refinancing Indebtedness shall be no earlier than six months after the Revolving Credit Termination Date, (C) the terms of such refinancing Indebtedness, taken as a whole, shall not be materially less favorable to the Borrower and the Subsidiary Guarantors than the terms of the Senior Subordinated Notes and (D) the principal amount of such refinancing Indebtedness does not exceed the principal amount of the Senior Subordinated Notes refinanced thereby;

(h)   Indebtedness of the Borrower or its Subsidiaries incurred to finance the acquisition (including, without limitation, by way of merger) of Capital Stock of any Person engaged in, or assets used or useful in, a business permitted pursuant to Section 6.14; provided that the Fixed Charge Coverage Ratio for the Borrower’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Indebtedness is incurred would have been at least 1.75:1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred at the beginning of such four-quarter period;

(i)   Indebtedness secured by Liens permitted by Section 6.3(l); provided, that the aggregate principal amount of such Indebtedness, plus the aggregate principal amount of Indebtedness permitted by Section 6.2(c), shall not at any time exceed $20,000,000;

(j)   Indebtedness of the Borrower or its Subsidiaries arising from the honoring by a bank or other financing institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business;

(k)   Indebtedness of the Borrower or its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any business, assets or a Subsidiary, other than the guaranties of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition; provided, however, that: (i) such Indebtedness is not reflected on the balance sheet of the Borrower or any of its Subsidiaries (contingent obligations referred to in a footnote to financing statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (i)) and

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(ii) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Borrower and its Subsidiaries in connection with such disposition;

(l)   subordinated Indebtedness of the Borrower or any of its Subsidiaries in an aggregate principal amount at any time outstanding not to exceed $2,000,000 issued to directors, officers or employees of the Borrower or any of its Subsidiaries in connection with the redemption or purchase of Capital Stock that is not secured by any assets of the Borrower or any of its Subsidiaries, does not require cash payments prior to the stated maturity of the Senior Notes and contains subordination terms reasonably acceptable to the Administrative Agent;

(m)   Indebtedness of the Borrower in the form of Senior Subordinated Notes in connection with the issuance of EIS or, if there are no EIS outstanding on the date of such issuance, the issuance of Borrower’s Class A common stock, (and in each case, the incurrence of the related guarantees in respect of such Senior Subordinated Notes by the Guarantors), provided that (i) no Default or Event of Default has occurred and is continuing at the time of such issuance or would be caused thereby, (ii) the ratio of the aggregate principal amount of such Senior Subordinated Notes over the number of additional shares of the Borrower’s Class A common stock issued contemporaneously therewith shall not exceed (A) the equivalent ratio with respect to the EIS outstanding immediately prior to such issuance, or (B) if there are no EIS outstanding immediately prior to such issuance, the equivalent ratio with respect to the EIS outstanding on the Closing Date, and (iii) the Borrower uses the proceeds of such issuance solely to repurchase shares of Class B common stock issued on or before the Closing Date from holders thereof in accordance with the Securities Holders Agreement; and

(n)   other unsecured Indebtedness, not included in clauses (a) through (m) above, not to exceed $20,000,000 in an aggregate principal amount (or accreted value, as applicable) at any time outstanding.

6.3   Limitation on Liens.  Create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except for:

(a)   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;

(b)   Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;

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(c)   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;

(d)   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); 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;

(e)   Liens in existence on the date hereof listed on Schedule 6.3(f), securing Indebtedness permitted by Section 6.2(d), provided that no such Lien is spread to cover any additional Property after the Closing Date and that the amount of Indebtedness secured thereby is not increased;

(f)   Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 6.2(c) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is not increased;

(g)   Liens created pursuant to the Security Documents;

(h)   any interest or title of a lessor under any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and covering only the assets so leased;

(i)   judgment liens which would not create any Event of Default;

(j)   licenses of Intellectual Property in the ordinary course of business;

(k)   liens on fixed assets existing at the time such fixed assets are acquired in connection with a Permitted Acquisition and not created in contemplation thereof;

(l)   deposits in an aggregate amount not to exceed $1,000,000 made in the ordinary course of business to secure liability to insurance carriers;

(m)   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;

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(n)   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;

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

(p)   deposits, in an aggregate amount not to exceed $250,000 at any one time outstanding, made in the ordinary course of business to secure liability to the Borrower’s insurance carriers;

(q)   Liens on assets of a Subsidiary of the Borrower that is not a Guarantor securing Indebtedness of that Subsidiary; provided that such Indebtedness was permitted to be incurred by Section 6.2;

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

(s)   Liens securing Indebtedness of the Borrower or any Subsidiary incurred pursuant to Section 6.2(h) to finance the acquisition (including, without limitation, by way of merger) of Capital Stock of any Person; provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such Capital Stock, (ii) such Liens do not at any time encumber any Property other than the Capital Stock of such acquired Person and (iii) the amount of Indebtedness secured thereby does not exceed $30,000,000; and

(t)   Liens not otherwise permitted by this Section 6.3, so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate Fair Market Value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds $10,000,000 at any one time.

6.4   Limitation on Fundamental Changes.  Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that:

(a)   any Subsidiary may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any Subsidiary Guarantor (provided that such Subsidiary Guarantor shall be the continuing or surviving corporation); and

(b)   any Subsidiary may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Subsidiary Guarantor.

6.5   Limitation on Disposition of Property.  Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or

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hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:

(a)   the Disposition of obsolete or worn out property in the ordinary course of business;

(b)   the sale of inventory in the ordinary course of business;

(c)   Dispositions permitted by Section 6.4(b);

(d)   the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor;

(e)   the Disposition of other assets in any fiscal year of the Borrower that contributed, in the aggregate, not more than 20% of Consolidated EBITDA for the prior fiscal year; provided that (i) in the case of each such Disposition, the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 6.1 after giving effect to such Disposition (determined on the assumption that such Disposition and the repayment of any Indebtedness resulting therefrom had occurred on the first day of the relevant period measured by such covenants) and (ii) in the case of any such Disposition yielding net cash proceeds of $1,000,000 or more, the Administrative Agent shall have received a certificate of a Responsible Officer to the effect set forth in the foregoing clause (i) and showing calculations thereof; and

(f)   any Disposition constituting a Recovery Event.

6.6   Limitation on Restricted Payments.  Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of the Borrower or any Subsidiary, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Borrower or any Subsidiary, or enter into any derivatives or other transaction with any financial institution, commodities or stock exchange or clearinghouse (a “Derivatives Counterparty”) obligating the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of any such Capital Stock (collectively, “Restricted Payments”), except: (a) any Subsidiary may make Restricted Payments to the Borrower or any Subsidiary Guarantor; and (b) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may make Restricted Payments if at the time such Restricted Payment is made, such Restricted Payment is permitted to be made under the Senior Notes Indenture as in effect on the date hereof; provided that the Borrower may make the Restricted Payment set forth in subsections 4.07(b)(1), 4.07(b)(4), 4.07(b)(9), 4.07(b)(10) and

4.07(b)(13) of the Senior Subordinated Note Indenture regardless of whether a Default or Event of Default exists. .

6.7   Limitation on Capital Expenditures.  Make or commit to make any Capital Expenditure, except (a) Capital Expenditures of the Borrower and its Subsidiaries in the ordinary

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course of business not exceeding, $11,000,000, for any fiscal year; provided, that (i) any such amount, if not so expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year and (ii) Capital Expenditures made pursuant to this clause during any fiscal year shall be deemed made, first, in respect of amounts permitted for such fiscal year as provided preceding this proviso above and second, in respect of amounts carried over from the prior fiscal year pursuant to subclause (i) above and (b) Capital Expenditures made with the proceeds of settlement or payment in respect of any property or casualty insurance claim, or any condemnation proceeding relating to any asset of the Borrower or its subsidiaries.

6.8   Limitation on Investments.  Make after the Closing Date any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, “Investments”), except:

(a)   extensions of trade credit in the ordinary course of business;

(b)   investments in Cash Equivalents;

(c)   Investments arising in connection with the incurrence and lending of Indebtedness permitted by Sections 6.2(b) and (e);

(d)   loans and advances to employees of the Borrower or any Subsidiaries of the Borrower in the ordinary course of business (including, without limitation, for travel, entertainment and relocation expenses) in an aggregate amount for  the Borrower and its Subsidiaries not to exceed $2,000,000 at any one time outstanding;

(e)   Permitted Acquisitions;

(f)   Investments (other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by the Borrower or any of its Subsidiaries in the Borrower or any Person that, prior to such investment, is a Subsidiary Guarantor;

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

(h)   loans by the Borrower in an aggregate principal amount not exceeding $3,000,000 to employees of the Borrower or its Subsidiaries to finance the sale of the Borrower’s Capital Stock by the Borrower to such employees;

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

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(j)   any Investment in any Person to the extent such 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 Borrower of any of its Subsidiaries;

(k)   Investments obtained as consideration for a Disposition of property permitted under Section 6.5 in an aggregate amount not to exceed 25% of the total aggregate consideration received from all Dispositions of property permitted under Section 6.5 during the term hereof;

(l)    Investments consisting of Specified Hedging Obligations; and

(m)   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 (m) that are at the time outstanding, not to exceed $10,000,000; provided that if an Investment made pursuant to this clause (m) is made in any Person that is not a Subsidiary at the date of the making of such Investment and such Person becomes a Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (f) above and shall cease to have been made pursuant to this clause (m).

6.9   Limitation on Optional Payments and Modifications of Debt Instruments, etc.  (a)  Except as permitted by Section 6.2(g), make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, the Senior Subordinated Notes or any Indebtedness that refinances the Senior Subordinated Notes, or segregate funds for any such payment, prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any Derivatives Counterparty obligating the Borrower or any Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of the Senior Subordinated Notes or any Indebtedness that refinances the Senior Subordinated Notes, (b) amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Subordinated Notes or the Senior Subordinated Note Indenture or the indenture or instruments governing any Indebtedness that refinances the Senior Subordinated Notes (other than any such amendment, modification, waiver or other change which (i) would extend the maturity or reduce the amount of any payment of principal thereof, reduce the rate or extend the date for payment of interest thereon or relax any covenant or other restriction applicable to the Borrower or any of its Subsidiaries and (ii) does not involve the payment of a consent fee), (c) designate any Indebtedness (other than the Obligations and Indebtedness under the Senior Note Indenture) as “Designated Senior Indebtedness” for the purposes of the Senior Subordinated Note Indenture or the indenture or instruments governing any Indebtedness that refinances the Senior Subordinated Notes or (d) amend its certificate of incorporation in any manner materially adverse to the Lenders.

6.10   Limitation on Transactions with Affiliates.  Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate

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(other than the Borrower or any Subsidiary Guarantor) unless such transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary course of business of the Borrower or such Subsidiary, as the case may be, and (c) upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate.  Notwithstanding the foregoing (i) so long as no Default or Event of Default shall be in existence, the Borrower may pay transaction fees to the Sponsor or any affiliates thereof pursuant to the Transactions Services Agreement in connection with Permitted Acquisitions, divestitures and financings made by a Loan Party in an amount not to exceed 1% of the total transaction value of such Permitted Acquisitions, divestitures and financings, as applicable, and (ii) the Borrower and its Subsidiaries may enter into the transactions and make the payments set forth on Schedule 6.10.

6.11   Limitation on Sales and Leasebacks.  Enter into any sale and leaseback transaction; provided that the Borrower or any Subsidiary may enter into a sale and leaseback transaction if:

(a)    the Borrower or such Subsidiary, as applicable, could have (i) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under Section 6.2 and (ii) incurred a Lien to secure such Indebtedness pursuant to Section 6.3;

(b)   the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction; and

(c)   the transfer of assets in that sale and leaseback transaction is permitted by Section 6.5.

6.12   Limitation on Changes in Fiscal Periods.  Permit the fiscal year of the Borrower to end on a day other than the Saturday nearest to December 31 or change the Borrower’s method of determining fiscal quarters.

6.13   Limitation on Negative Pledge Clauses.  Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any guarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (d) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (e) agreements governing Indebtedness permitted by Sections 6.2(h) and (i) (in which case such prohibition or limitation shall be effective only against the property acquired thereby) and (f) agreements entered into by a Subsidiary that is not a Guarantor governing Liens

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permitted by Section 6.3(r) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien).

6.14   Limitation on Restrictions on Subsidiary Distributions.  Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, the Borrower or any other Subsidiary, (b) make Investments in the Borrower or any other Subsidiary or (c) transfer any of its assets to the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, (ii) any restrictions existing under the Senior Subordinated Note Indenture and any agreements governing Indebtedness permitted by Sections 6.2(g), to the extent such restrictions are no more restrictive than those in the Senior Subordinated Note Indenture, (iii) any restrictions existing under the Senior Note Indenture and any agreements governing Indebtedness permitted by Section 6.2(f), to the extent such restrictions are no more restrictive than those in the Senior Note Indenture, (iv) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Subsidiary, (v) customary net worth provisions contained in real property leases entered into in by any Loan Party so long as such net worth provisions would not reasonably be expected to impair materially the ability of the Loan Parties to meet their ongoing obligations under this Agreement or any of the other Loan Documents, and (vi) with respect to clause (c) only, (i) customary non-assignment provisions in licenses or sublicenses by the Borrower and its Subsidiaries in the ordinary course of business (in which case such prohibition or limitation shall only be effective against the Intellectual Property subject thereto), (ii) customary provisions in joint venture agreements and similar agreements that restrict transfers of assets of, or equity interests in, such joint venture, (iii) agreements governing Indebtedness permitted by Sections 6.2(h) and (i) (in which case such prohibition or limitation shall be effective only against the property acquired thereby), (iv) agreements entered into by a Subsidiary that is not a Guarantor governing Liens permitted by Section 6.3(r) or the Indebtedness secured thereby (in which case such prohibition or limitation shall only be effective against the assets of such Subsidiary subject to such Lien) and (v) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby).

6.15   Limitation on Lines of Business.  Enter into any business, either directly or through any Subsidiary, except for those businesses in which the Borrower and its Subsidiaries are engaged on the date of this Agreement or that are reasonably related thereto.

SECTION 7.  EVENTS OF DEFAULT

If any of the following events shall occur and be continuing:

(a)   The Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan or Reimbursement Obligation, or any other amount payable

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 hereunder or under any other Loan Document, within five days after any such interest or other amount becomes due in accordance with the terms hereof; or

(b)   Any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other written statement furnished by it at any time under or in connection with this Agreement or any other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made or furnished; or

(c)   Any Loan Party shall default in the observance or performance of any agreement contained in clause (i) or (ii) of Section 5.4(a) (with respect to the Borrower only), Section 5.7(a) or Section 6, or Section 5.6 of the Guarantee and Collateral Agreement; or

(d)   Any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of 30 days; or

(e)   The Borrower or any of its Subsidiaries shall (i) default in making any payment of any principal of any Indebtedness (including, without limitation, any Guarantee Obligation, but excluding the Loans and Reimbursement Obligations) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; provided, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $10,000,000; or

(f)   (i) The Borrower or any of its Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower or any

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of its Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower or any of its Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the Borrower or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Borrower or any of its Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Borrower or any of its Subsidiaries shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(g)   (i) Any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of the Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed (or a trustee shall be appointed) to administer, or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the Borrower or any Commonly Controlled Entity shall, or in the reasonable opinion of the Required Lenders is likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other similar event or condition shall occur or exist with respect to a Plan other than in the ordinary course of business; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could, in the sole judgment of the Required Lenders, reasonably be expected to have a Material Adverse Effect; or

(h)   One or more judgments or decrees shall be entered against the Borrower or any of its Subsidiaries involving for the Borrower and its Subsidiaries taken as a whole a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $10,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or

(i)   Any of the Security Documents shall cease, for any reason, to be in full force and effect, or any Loan Party or any Affiliate of any Loan Party shall so assert, or any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby; or

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(j)   The guarantee contained in Section 2 of the Guarantee and Collateral Agreement shall cease, for any reason, to be in full force and effect or any Loan Party or any Affiliate of any Loan Party shall so assert; or

(k)   (i) a “Change of Control” shall occur under the Senior Note Indenture or the Senior Subordinated Note Indenture (i) or (ii) a Specified Change of Control shall occur; or

(l)   The Senior Subordinated Notes or the guarantees thereof shall cease, for any reason, to be validly subordinated to the Obligations or the obligations of the Subsidiary Guarantors under the Guarantee and Collateral Agreement, as the case may be, as provided in the Senior Subordinated Note Indenture, or any Loan Party, any Affiliate of any Loan Party, the trustee in respect of the Senior Subordinated Notes or the holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes shall so assert;

then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, automatically the Revolving Credit Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including, without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken:  (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Revolving Credit Commitments to be terminated forthwith, whereupon the Revolving Credit Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including, without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable.  With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit.  Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents.  After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto).

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SECTION 8.  THE ADMINISTRATIVE AGENT; THE ARRANGER; THE OTHER AGENTS

8.1   Appointment.  Each Lender hereby irrevocably designates and appoints the Administrative Agent as the Administrative Agent of such Lender under this Agreement and the other Loan Documents, and each Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto.   Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall have no duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.

8.2   Delegation of Duties.  The Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.  The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

8.3   Exculpatory Provisions.  Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder.  The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.

8.4   Reliance by Administrative Agent.  The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Loan Parties), independent accountants and other experts selected by the Administrative Agent.  The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. 

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The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense (other than any liability or expense arising from its gross negligence or willful misconduct) that may be incurred by it by reason of taking or continuing to take any such action.  The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans and L/C Obligations.

8.5   Notice of Default.  The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”.  In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders.  The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders); provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.

8.6   Non-Reliance on Administrative Agent and Other Lenders.  Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender.  Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Revolving Credit Loans hereunder and enter into this Agreement.  Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates.  Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of the

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Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

8.7   Indemnification.  The Lenders agree to indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Revolving Credit Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (including, without limitation, at any time following the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of, the Revolving Credit Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the Administrative Agent’s gross negligence or willful misconduct.  The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder.

8.8   Administrative Agent in Its Individual Capacity.  The Person serving as the Administrative Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Loan Party as though the Person serving as the Administrative Agent were not the Administrative Agent hereunder.  With respect to its Loans made or renewed by it and with respect to any Letter of Credit issued or participated in by it, the Person serving as the Administrative Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall include the Person serving as the Administrative Agent in its individual capacity.

8.9   Successor Administrative Agent.  The Administrative Agent may resign as Administrative Agent upon 10 days’ written notice to the Lenders and the Borrower.  If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor Administrative Agent for the Lenders, which successor Administrative Agent shall (unless an Event of Default under Section 7(a) or Section 7(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor Administrative Agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor Administrative Agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the

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Loans.  If no successor Administrative Agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above.  After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

8.10   Authorization to Release Liens; Other Actions Relating to Security Documents.  The Administrative Agent is hereby irrevocably authorized by each of the Lenders to release any Lien covering any Property of the Borrower or any of its Subsidiaries that is the subject of a Disposition which is permitted by this Agreement or which has been consented to in accordance with Section 9.1 of this Agreement.

8.11   The Arranger; the Other Agents.  None of the Arranger or the Other Agents, in their respective capacities as such, shall have any duties or responsibilities, or incur any liability, under this Agreement and the other Loan Documents.

SECTION 9.  MISCELLANEOUS

9.1   Amendments and Waivers.  Neither this Agreement or any other Loan Document, nor any terms hereof or thereof, may be amended, supplemented or modified except in accordance with the provisions of this Section 9.1.  Subject to the provisions of the immediately following sentence, the Required Lenders and each Loan Party party to the relevant Loan Document may, or (with the written consent of the Required Lenders) the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto and to the other Loan Documents (including amendments and restatements hereof or thereof) for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as may be specified in the instrument of waiver, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, supplement or modification shall (i) forgive the principal amount or extend the final scheduled date of maturity of any Loan or Reimbursement Obligation, or reduce the stated rate of any interest or fee payable hereunder or extend the scheduled date of any payment thereof or modify the definition of Interest Period to permit an Interest Period greater than six months in duration, or increase the amount or extend the expiration date of the Revolving Credit Commitment of any Lender, in each case without the consent of each Lender directly affected thereby; (ii) amend, modify or waive any provision of this Section or reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral or release all or substantially all of the Guarantors from their guarantee obligations under the Guarantee and Collateral Agreement, in each case without the consent of all Lenders; (iii) amend, modify or waive any provision of Section 8 without the consent of the

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Administrative Agent; (iv) amend, modify or waive any provision of Section 2.12 without the consent of each Lender directly affected thereby; (v) amend, modify, or waive any provision of Sections 2.19 through 2.26 without the consent of the Issuing Lenders, or of Section 2.1(b) or Section 2.2(b)-(f) without the consent of the Swing Line Lender or (vi) extend the expiration date of any Letter of Credit to a date later than the fifth Business Day prior to the Revolving Credit Termination Date without the consent of each Lender (including the Issuing Lender) unless such Letter of Credit has been cash collateralized or backstopped in a manner reasonably acceptable to the relevant Issuing Lender.  Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans and L/C Obligations.  In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.  Any such waiver, amendment, supplement or modification shall be effected by a written instrument signed by the parties required to sign pursuant to the foregoing provisions of this Section; provided, that delivery of an executed signature page of any such instrument by facsimile transmission shall be effective as delivery of a manually executed counterpart thereof.  Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and each Loan Party to each relevant Loan Document (x) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof (collectively, the “Additional Extensions of Credit”) to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Extensions of Credit and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders; provided, thatno Lender shall be required to make or participate in such Additional Extensions of Credit without the consent of such Lender in its sole discretion.

In addition to the foregoing, and notwithstanding the first paragraph of this Section 10.1, this Agreement and any other Loan Document may be amended (or amended and restated) with the consent of the Borrower, the Administrative Agent and the Lenders providing commitments therefor, but without the consent of the other Lenders, to increase the Revolving Credit Commitments (the “New Revolving Credit Commitments”) in an aggregate principal amount of up to $[________]; so long as (i) no Default or Event of Default has occurred and is continuing and (ii) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.1 with respect to the most recently completed fiscal quarter for which financial statements are then available.  No Lenders will be required to commit to provide any portion of the New Revolving Credit Commitments.  The proceeds of the New Revolving Credit Commitments will be used for Permitted Acquisitions or for general corporate purposes.  On the date of effectiveness of any such New Revolving Credit Commitments, each of the existing Lenders shall assign to each of the lenders providing New Revolving Credit Commitments (the “New Lenders”) and each of the New Lenders shall purchase from each of the Lenders, at the principal amount therefor (together with accrued interest), such interests in the Revolving Credit Loans outstanding on such effective date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing

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Lenders and New Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of the New Revolving Credit Commitments and each New Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Revolving Credit Loan made thereunder (a “New Revolving Credit Loan”) shall be deemed, for all purposes to be a Revolving Credit Loan and each New Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto.

9.2   Notices.  All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, addressed (a) in the case of the Borrower and the Administrative Agent, as follows and (b) in the case of the Lenders, as set forth in an administrative questionnaire delivered to the Administrative Agent or on Schedule I to the Lender Addendum to which such Lender is a party or, in the case of a Lender which becomes a party to this Agreement pursuant to an Assignment and Acceptance, in such Assignment and Acceptance or (c) in the case of any party, to such other address as such party may hereafter notify to the other parties hereto:

The Borrower:	B&G Foods, Inc. Four Gatehall Drive, Suite 110 Parsippany, NJ  07054 Attention:  Chief Financial Officer Telecopy: 973-630-6550  Telephone: 973-401-6500
The Administrative Agent:	Lehman Commercial Paper Inc. 745 Seventh Avenue New York, New York 10019 Attention:  Craig Malloy Telecopy:  (646) 758-4617 Telephone:  (212) 526-7150
Issuing Lender:	As notified by such Issuing Lender to the Administrative Agent and the Borrower

provided that any notice, request or demand to or upon the Administrative Agent or any Lender shall not be effective until received.

9.3   No Waiver; Cumulative Remedies.  No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

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9.4   Survival of Representations and Warranties.  All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the extensions of credit hereunder.

9.5   Payment of Expenses.  The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the syndication of the Revolving Credit Commitments through the Closing Date (other than fees payable to syndicate members) and with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and disbursements and other charges of counsel to the Administrative Agent and the charges of Intralinks, (b) to pay or reimburse each Lender including, without limitation, the Issuing Lender and the Swing Line Lender and the Administrative Agent for all their costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel (including the allocated fees and disbursements and other charges of in-house counsel) to each Lender and of counsel to the Administrative Agent, (c) to pay, and indemnify and hold harmless each Lender and the Administrative Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (d) to pay, and indemnify and hold harmless each Lender, each Agent, their respective affiliates, and their respective officers, directors, trustees, employees, advisors, agents and controlling persons (each, an “Indemnitee”) from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the use of the Letters of Credit or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or any of the Properties and the fees and disbursements and other charges of legal counsel in connection with claims, actions or proceedings by any Indemnitee against the Borrower hereunder (all the foregoing in this clause (d), collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee.  No Indemnitee, in the absence of the gross negligence or willful misconduct of such Indemnitee, shall be liable for any damages arising from the use by unauthorized persons of information or other materials sent through electronic, telecommunications or other information transmission systems that are intercepted by such persons.  Without limiting the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and

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agrees to cause its Subsidiaries so to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any indemnitee.  All amounts due under this Section shall be payable not later than 30 days after written demand therefor.  Statements payable by the Borrower pursuant to this Section shall be submitted with reasonable supporting detail to the Borrower’s chief financial officer, at the address of the Borrower set forth in Section 9.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent (which shall promptly notify each Lender).  The agreements in this Section shall survive repayment of the Loans and all other amounts payable hereunder.

9.6   Successors and Assigns; Participations and Assignments.  (a)  This Agreement shall be binding upon and inure to the benefit of the Borrower, the Lenders, the Administrative Agent, all future holders of the Loans and their respective successors and assigns, except that the Borrower may not assign or transfer any of its rights or obligations under this Agreement or any other Loan Document without the prior written consent of the Administrative Agent and each Lender (and any attempted such assignment or transfer without such consents shall be null and void).

(b)   Any Lender may, without the consent of the Borrower, in accordance with applicable law, at any time sell to one or more banks, financial institutions or other entities (each, a “Participant”) participating interests in any Revolving Credit Loan owing to such Lender, the Revolving Credit Commitment of such Lender or any other interest of such Lender hereunder and under the other Loan Documents.  In the event of any such sale by a Lender of a participating interest to a Participant, such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Revolving Credit Loan or any Reimbursement Obligation for all purposes under this Agreement and the other Loan Documents, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents.  In no event shall any Participant under any such participation have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom and each Lender shall retain the sole right to enforce any Loan Document and approve any amendment, modification or waiver of any provision of the Loan Documents, except that a selling Lender may agree that, without the Participant’s consent, such selling Lender will not agree to any amendment, waiver or consent to any provisions of the Loan Documents to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Loans or Reimbursement Obligations or any fees payable hereunder, release all or substantially all of the Collateral, release all or substantially all of the Guarantors from their guarantee obligations under the Guarantee and Collateral Agreement, or postpone the date of the final maturity of the Loans, in each case to the extent subject to such participation.  The Borrower agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable law, be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent as if the

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amount of its participating interest were owing directly to it as a Lender under this Agreement, provided that, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with the Lenders the proceeds thereof as provided in Section 9.7(a) as fully as if it were a Lender hereunder.  The Borrower also agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 with respect to its participation in the Revolving Credit Commitments and the Loans and Reimbursement Obligations outstanding from time to time as if it were a Lender; provided that, in the case of Section 2.14, such Participant shall have complied with the requirements of said Section and provided, further, that no Participant shall be entitled to receive any greater amount pursuant to any such Section than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred.

(c)   Any Lender (an “Assignor”) may, in accordance with applicable law and upon written notice to the Administrative Agent, at any time and from time to time assign to any Lender or any affiliate or Approved Fund or Control Investment Affiliate thereof or, with the consent of each Issuing Lender, the Swing Line Lender, the Administrative Agent and the Borrower (which, in each case, shall not be unreasonably withheld or delayed), to an additional bank, financial institution or other entity (an “Assignee”) all or any part of its rights and obligations under this Agreement pursuant to an Assignment and Acceptance, executed by such Assignee and such Assignor (and, where the consent of the Borrower or any other Person is required pursuant to the foregoing provisions, by the Borrower and each such other Person) and delivered to the Administrative Agent for its acceptance and recording in the Register; provided that no such assignment to an Assignee (other than any Lender or any affiliate or Approved Fund thereof) shall be in an aggregate principal amount of less than $3,000,000 (other than in the case of an assignment of all of a Lender’s interests under this Agreement), unless (i) otherwise agreed by the Borrower and the Administrative Agent or (ii) such assignment is one of two or more assignments being made simultaneously to affiliated Assignees, the sum of the aggregate principal amounts of which is at least $3,000,000.  Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with a Revolving Credit Commitment and/or Loans and other interests as set forth therein, and (y) the Assignor thereunder shall, to the extent provided in such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of an Assignor’s rights and obligations under this Agreement, such Assignor shall cease to be a party hereto except as to Sections 2.13, 2.14, 2.16 and 9.5 in respect of the period prior to such effective date).  Notwithstanding any provision of this Section, the consent of the Borrower shall not be required for any assignment that occurs at any time when any Event of Default shall have occurred and be continuing.

(d)   The Administrative Agent shall, on behalf of the Borrower, maintain at its address referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitment of, and principal amount of the Revolving Extensions of Credit owing to, each Lender from time to time.  The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Revolving

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Extensions of Credit and any Notes evidencing the Loans recorded therein for all purposes of this Agreement.  Any assignment of any Loan, whether or not evidenced by a Note, shall be effective only upon appropriate entries with respect thereto being made in the Register (and each Note shall expressly so provide).  Any assignment or transfer of all or part of a Loan evidenced by a Note shall be registered on the Register only upon surrender for registration of assignment or transfer of the Note evidencing such Loan, accompanied by a duly executed Assignment and Acceptance; thereupon one or more new Notes in the same aggregate principal amount shall be issued to the designated Assignee, and the old Notes shall be returned by the Administrative Agent to the Borrower marked “canceled”.  The Register shall be available for inspection by the Borrower or any Lender (with respect to any entry relating to such Lender’s Revolving Extensions of Credit) at any reasonable time and from time to time upon reasonable prior notice.

(e)   Upon its receipt of an Assignment and Acceptance executed by an Assignor and an Assignee (and, in any case where the consent of any other Person is required by Section 9.6(c), by each such other Person) together with payment to the Administrative Agent of a registration and processing fee of $3,500 (except that no such registration and processing fee shall be payable (y) in connection with an assignment by or to Lehman Commercial Paper Inc. or any Affiliate thereof or (z) in the case of an Assignee which is already a Lender or is an affiliate or Approved Fund of a Lender or a Person under common management with a Lender), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders, the Administrative Agent and the Borrower.  On or prior to such effective date, the Borrower, at its own expense, upon request, shall execute and deliver to the Administrative Agent (in exchange for the Note of the assigning Lender) a new Note to the order of such Assignee in an amount equal to the Revolving Credit Commitment acquired by it pursuant to such Assignment and Acceptance and, if the Assignor has retained a Revolving Credit Commitment, upon request, a new Note to the order of the Assignor in an amount equal to the Revolving Credit Commitment retained by it hereunder.  Such new Note or Notes shall be dated the Closing Date and shall otherwise be in the form of the Note replaced thereby.

(f)   For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Loans and Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law.

(g)   Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to make any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof and (iii) the Granting Lender’s and the Borrower’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, the Granting Lender shall remain

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solely responsible for the performance thereof, and the Borrower, the Lenders and the Agents shall continue to deal solely and directly with such Granting Lender in connection with such Granting Lender’s rights and obligations under this Agreement and the other Loan Documents.  The making of a Loan by an SPC hereunder shall utilize the Revolving Credit Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender.  Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender).  In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereof.  In addition, notwithstanding anything to the contrary in this Section 9.6(g), any SPC may (A) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender, or with the prior written consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld) to any financial institutions providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans, and (B) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC; provided that non-public information with respect to the Borrower may be disclosed only with the Borrower’s consent which will not be unreasonably withheld.  In the event that the consent of all or any portion of the Lenders is required pursuant to any provision of any Loan Document at a time when any Loan is held by any SPC, such SPC and the Granting Lender that would otherwise have been obligated to make such Loan shall agree between themselves as to which of them shall be entitled to grant or withhold any consent applicable to such Loan, but such Granting Lender shall communicate with the Administrative Agent and the Borrower as to the giving or withholding of such consent, and the parties to the Loan Documents shall be entitled to rely conclusively on the advice by such Granting Lender as to whether such consent is being granted or withheld. This paragraph (g) may not be amended without the written consent of any SPC with Loans outstanding at the time of such proposed amendment.

9.7   Adjustments; Set-off.  (a)  Except to the extent that this Agreement provides for payments to be allocated to a particular Lender and except to the extent that Section 2.18 of this Agreement provides for payments to a substituted Lender, if any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of the Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Obligations, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender’s Obligations, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

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(b)   In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower.  Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

9.8   Counterparts.  This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page of this Agreement or of a Lender Addendum by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.

9.9   Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

9.10   Integration.  This Agreement and the other Loan Documents represent the entire agreement of the Borrower, the Agents, the Arranger and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Arranger, any Agent or any Lender relative to subject matter hereof or thereof not expressly set forth or referred to herein or in the other Loan Documents.

9.11   GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

9.12   Submission To Jurisdiction; Waivers.  The Borrower hereby irrevocably and unconditionally:

(a)   submits for itself and its Property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

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(b)   consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)   agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;

(d)   agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e)   waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

9.13   Acknowledgments.  The Borrower hereby acknowledges that:

(a)   it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

(b)   neither the Arranger, any Agent nor any Lender has any fiduciary relationship with or duty to the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Arranger, the Agents and the Lenders, on the one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c)   no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Arranger, the Agents and the Lenders or among the Borrower and the Lenders.

9.14   Confidentiality.  Each of the Agents and the Lenders agrees to keep confidential all non-public information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing any such information (a) to the Arranger, any Agent, any other Lender or any affiliate or Approved Fund of any thereof, (b) to any Participant, or Assignee, or pledgee of interests hereunder (each, a “Transferee”) or prospective Transferee that agrees to comply with the provisions of this Section, (c) to any of its employees, directors, agents, attorneys, accountants and other professional advisors who are, or are expected to be, engaged in evaluating, approving, structuring or administering this Agreement or otherwise on a “need-to-know basis” if reasonably incidental to the administration of this Agreement (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential), (d) to any financial institution that is a direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisor (so long as such

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contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section), (e) upon the request or demand of any Governmental Authority (including, without limitation, bank regulatory authorities) having jurisdiction over it, (f) in response to any order of any court or other Governmental Authority (including, without limitation, bank regulatory authorities) or as may otherwise be required pursuant to any Requirement of Law, (g) in connection with any litigation or similar proceeding, (h) that has been publicly disclosed other than in breach of this Section, (i) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender or (j) in connection with the exercise of any remedy hereunder or under any other Loan Document.

9.15   Release of Collateral Security and Guarantee Obligations.  Notwithstanding anything to the contrary contained herein or in the Guarantee and Collateral Agreement, upon request of the Borrower, the Administrative Agent shall (without notice to or vote or consent of any Lender) take action having the effect of releasing any Collateral and/or guarantee obligations provided for in the Guarantee and Collateral Agreement to the extent necessary to permit consummation, by the relevant Person in accordance with the terms of this Agreement and the other Loan Documents, of any transaction not prohibited hereunder.

9.16   Accounting Changes.  In the event that any “Accounting Change” (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such Accounting Change as if such Accounting Change had not been made.  Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Change had not occurred.  “Accounting Change” refers to any change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.

9.17   Delivery of Lender Addenda.  Each initial Lender shall become a party to this Agreement by delivering to the Administrative Agent a Lender Addendum duly executed by such Lender, the Borrower and the Administrative Agent.

9.18   WAIVERS OF JURY TRIAL.  THE BORROWER, THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

B&G FOODS, INC.
By:
	Name:
	Title:
LEHMAN BROTHERS INC.,
as Arranger
By:
	Name:
	Title:
LEHMAN COMMERCIAL PAPER INC.,
as Administrative Agent
By:
	Name:
	Title:

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ANNEX A

PRICING GRID FOR REVOLVING CREDIT LOANS

Consolidated Leverage Ratio	Applicable Margin for Eurodollar Loans	Applicable Margin for Base Rate Loans
Greater than or equal to 5.00 to 1.00	3.00%	2.00%
Less than 5.00 to 1.00, but greater than or equal to 4.50 to 1.00	2.75%	1.75%
Less than 4.50 to 1.00, but greater than or equal to 4.00 to 1.00	2.50%	1.50%
Less than 4.00 to 1.00	2.25%	1.25%

Changes in the Applicable Margin with respect to Loans resulting from changes in the Consolidated Leverage Ratio shall become effective on the date (the “Adjustment Date”) on which financial statements are delivered to the Lenders pursuant to Section 5.1 (but in any event not later than the 45th day after the end of each of the first three quarterly periods of each fiscal year or the 90th day after the end of each fiscal year, as the case may be) and shall remain in effect until the next change to be effected pursuant to this paragraph.  If any financial statements referred to above are not delivered within the time periods specified above, then, until such financial statements are delivered, the Consolidated Leverage Ratio as at the end of the fiscal period that would have been covered thereby shall for the purposes of this Pricing Grid be deemed to be greater than 5.00 to 1.00.  In addition, at all times while an Event of Default shall have occurred and be continuing, the Consolidated Leverage Ratio shall for the purposes of this Pricing Grid be deemed to be greater than 5.00 to 1.00.  Each determination of the Consolidated Leverage Ratio pursuant to this Pricing Grid shall be made with respect to the period of four consecutive fiscal quarters of the Borrower ending at the end of the period covered by the relevant financial statements.

ANNEX B

EXISTING LETTERS OF CREDIT

Ref. No.	Amount	Beneficiary
00039782	93,095	Zurich Insurance Company
00040169	251,864	The Travelers Indemnity Company
00039594	850,000	State of CA Public Employees Retirement System
00039783	71,753	Liberty Mutual Insurance Company

SCHEDULE 3.4

CONSENTS, AUTHORIZATIONS, FILINGS AND NOTICES

SCHEDULE 3.9

INTELLECTUAL PROPERTY CLAIMS

SCHEDULE 3.15

SUBSIDIARIES

SCHEDULE 3.19(a)-1

UCC FILING JURISDICTIONS

SCHEDULE 3.19(a)-2

UCC FINANCING STATEMENTS TO REMAIN ON FILE

SCHEDULE 6.2(d)

EXISTING INDEBTEDNESS

SCHEDULE 6.3(f)

EXISTING LIENS

SCHEDULE 6.10

TRANSACTIONS WITH AFFILIATES

EX-10.12

Exhibit 10.12

FORM OF SECOND AMENDED AND RESTATED
SECURITIES HOLDERS AGREEMENT

dated as of October [___], 2004

among

B&G FOODS HOLDINGS CORP.

BRUCKMANN, ROSSER, SHERRILL & CO., L.P.,

CANTERBURY MEZZANINE CAPITAL II, L.P.,

PROTOSTAR EQUITY PARTNERS, L.P.

and

MANAGEMENT STOCKHOLDERS

TABLE OF CONTENTS

ARTICLE I		REPRESENTATIONS, WARRANTIES AND COVENANTS OF B&G FOODS
	1.1.	Representations, Warranties and Covenants of B&G Foods
ARTICLE II		REPRESENTATIONS, WARRANTIES AND COVENANTS OF EACH STOCKHOLDER
	2.1.	Representations, Warranties and Covenants of Each Stockholder
	2.2.	Legend
	2.3.	Provisions Regarding Transfers of Securities
	2.4.	Notation
	2.5.	Limitation on Repurchase of Securities and Dividend Payments
	2.6.	Restrictions on Acquisition of Senior Subordinated Notes
	2.7.	Lock-Up Agreements
	2.8.	Reliance
ARTICLE III		OTHER COVENANTS AND REPRESENTATIONS
	3.1.	Covenant Not to Compete
ARTICLE IV		CORPORATE ACTIONS
	4.1.	Directors
	4.2.	Right to Remove Certain of B&G Foods’ Directors
	4.3.	Right to Fill Certain Vacancies in B&G Foods’ Board
	4.4.	Confidentiality
ARTICLE V
CLASS B COMMON STOCK REPURCHASES
	5.1.	Class B Common Stock Repurchases
ARTICLE VI		REGISTRATION RIGHTS
ARTICLE VII		AMENDMENT AND RESTATEMENT; REPURCHASE OF PREFERRED STOCK, CLASS B COMMON STOCK, WARRANTS AND OPTIONS
	7.1.	Amendment and Restatement of Existing Securities Holders Agreement; Approvals of Initial Public Offering Transactions
	7.2.	Repurchase Upon Initial Public Offering
	7.3.	Repurchase Upon Exercise of the Over-Allotment Option

i

TABLE OF CONTENTS
(continued)

	7.4.	Repurchase Price
	7.5.	Exercise of Remaining Existing Warrants Following IPO and Expiration of Over-Allotment Option
	7.6.	Release From Liability
ARTICLE VIII		MISCELLANEOUS
	8.1.	Amendment and Modification
	8.2.	Survival of Representations and Warranties
	8.3.	Successors and Assigns; Entire Agreement
	8.4.	Separability
	8.5.	Notices
	8.6.	Governing Law
	8.7.	Headings
	8.8.	Counterparts
	8.9.	Further Assurances
	8.10.	Remedies
	8.11.	Party No Longer Owning Securities
	8.12.	No Effect on Employment
	8.13.	Pronouns

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SECOND AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENT

SECOND AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENT, dated as of October [__], 2004 (the “Agreement”), by and among (1) B&G FOODS HOLDINGS CORP., a Delaware corporation (“B&G Foods”), (2) BRUCKMANN, ROSSER, SHERRILL & CO., L.P., a Delaware limited partnership (“BRS”), the individuals listed on Exhibit A hereto as the BRS Stockholders (the “BRS Stockholders” and, together with BRS and their respective BRS Permitted Transferees, the “BRS Entities”), (3) CANTERBURY MEZZANINE CAPITAL II, L.P., a Delaware limited partnership (“Canterbury” and, together with its Permitted Transferees, the “Canterbury Entities”), (4) PROTOSTAR EQUITY PARTNERS, L.P., a Delaware limited partnership, as successor in interest to The CIT Group/Equity Investments, Inc. (“Protostar” and, together with its Permitted Transferees, the “Protostar Entities”), and (5) the individuals listed on Exhibit A hereto as “Management Stockholders” (such individuals, together with their Permitted Transferees, the “Management Stockholders”).  The BRS Entities, the Canterbury Entities, the Protostar Entities and the Management Stockholders are sometimes referred to hereinafter individually as a “Stockholder” and collectively as the “Stockholders.”

Background

A.            B&G Foods and the Stockholders are parties to the Amended and Restated Securities Holders Agreement, dated as of December 22, 1999 (the “Existing Securities Holders Agreement”), and desire to amend and restate the Existing Securities Holders Agreement in its entirety effective upon consummation of the Initial Public Offering (as defined below).

B.            Prior to the Initial Public Offering each of the BRS Entities is the record owner of (i) the number of shares of Common Stock, par value $.01 per share (the “Existing Common Stock”), of B&G Foods set forth opposite its name on Exhibit A hereto, (ii) the number of shares of 13% Series A Cumulative Preferred Stock, par value $.01 per share (the “Series A Preferred Stock”), of B&G Foods set forth opposite its name on Exhibit A hereto, (iii) the number of shares of 13% Series B Cumulative Preferred Stock, par value $.01 per share (the “Series B Preferred Stock”), of B&G Foods set forth opposite its name on Exhibit A hereto, (iv) the number of shares of Series C Senior Preferred Stock, par value $.01 per share (the “Series C Preferred Stock”), of B&G Foods set forth opposite its name on Exhibit A hereto and (v) the number of warrants to purchase shares of Common Stock (the “Existing Warrants”) of B&G Foods set forth opposite its name on Exhibit A hereto.

C.            Canterbury is the record owner of (i) the number of shares of Series C Preferred Stock of B&G Foods set forth opposite its name on Exhibit A hereto and (ii) the number of Existing Warrants of B&G Foods set forth opposite its name on Exhibit A hereto.

D.            Protostar is the record owner of (i) the number of shares of Series C Preferred Stock of B&G Foods set forth opposite its name on Exhibit A hereto and (ii) the number of Warrants of B&G Foods set forth opposite its name on Exhibit A hereto.

E.             Each of the Management Stockholders is the record owner of (i) the number of shares of Existing Common Stock of B&G Foods set forth opposite his or her name on Exhibit A hereto, (ii) the number of shares of Series A Preferred Stock of Holdings Corp. set forth opposite his or her name on Exhibit A hereto and (iii) the number of stock options to purchase shares of Existing Common Stock (the “Existing Options”) of Holdings Corp. set forth opposite his or her name on Exhibit A hereto.

F.             B&G Foods desires to conduct an initial public offering (the “Initial Public Offering”) of Enhanced Income Securities (“EISs”), each initially representing one share of B&G Foods Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”) and $7.15 aggregate principal amount of B&G Foods’ Senior Subordinated Notes (the “Senior Subordinated Notes”) pursuant to a registration statement on Form S-1 (the “EIS Registration Statement”) filed under the Securities Act of 1933, as amended (the “Securities Act”).

G.            Immediately prior to the Initial Public Offering, B&G Foods, Inc. will be merged with and into B&G Foods Holdings Corp., the sole asset of which is the capital stock of B&G Foods, Inc. (the “Merger”).  Concurrently with the Merger, B&G Foods Holdings Corp. will be renamed B&G Foods, Inc. (the “Name Change”).

H.            At the effective time of the Merger (the “Effective Time”), each share of B&G Foods’ Existing Common Stock issued and outstanding immediately prior to the Effective Time, will be automatically reclassified as and converted (the “Reclassification and Conversion”) into 109.8901 shares of B&G Foods’ Class B Common Stock, par value $0.01 per share (“Class B Common Stock”).  Any stock certificate that, immediately prior to the Effective Time, represented shares of the Existing Common Stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of Class B Common Stock as equals the product obtained by multiplying the number of shares of Existing Common Stock represented by such certificate immediately prior to the Effective Time by 109.8901.  In lieu of any fractional shares to which the holders of the Existing Common Stock would otherwise be entitled upon conversion, B&G Foods shall pay cash equal to such fraction multiplied by the fair market value (as determined by the Board Directors of B&G Foods) of one share of Class B Common Stock.

I.              Upon completion of the Initial Public Offering, B&G Foods shall subject to the terms and conditions set forth in this Agreement repurchase from the Stockholders Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Class B Common Stock, Existing Options and Existing Warrants as set forth in Article VII, and, following the expiration of the Over-Allotment Option (as defined below), any Existing Warrants not so repurchased will be exercised by the holders thereof for shares of Class B Common Stock.

J.             Pursuant to an underwriting agreement to be entered into among B&G Foods and the underwriters of the Initial Public Offering (collectively, the “Underwriters”), B&G Foods will grant to the Underwriters an option to purchase additional EISs (the “Over-Allotment Option”).  If the Underwriters exercise their Over-Allotment Option, B&G Foods will repurchase a portion of the remaining Existing Warrants and shares of Class B Common Stock held by the Stockholders.

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K.            As used herein, the term “Subsidiaries” shall mean, collectively, (i) BGH Holdings, Inc., a Delaware corporation, (ii) Bloch & Guggenheimer, Inc., a Delaware corporation, (iii) Heritage Acquisition Corp., a Delaware corporation, (iv) Les Produits Alimentaires Jacques Et Fils, Inc., a Quebec corporation, (v) Maple Grove Farms of Vermont, Inc., a Vermont corporation, (vi) Ortega Holdings Inc., a Delaware corporation, (vii) Polaner, Inc., a Delaware corporation, (viii) Trappey’s Fine Foods, Inc., a Delaware corporation, (ix) William Underwood Company, a Massachusetts business trust, and (x) all future subsidiaries of B&G Foods, and the term “Subsidiary” shall be construed accordingly.  As used herein, the term “Securities” shall mean the Class B Common Stock, the Existing Warrants and any options to purchase shares of Class B Common Stock (“Class B Options”) held by any Stockholder after the date of consummation of the Initial Public Offering, including shares of Class B Common Stock, Class B Options and all other securities of B&G Foods or a successor to B&G Foods (other than EISs, shares of Class A Common Stock and Senior Subordinated Notes (each as defined below)), including, without limitation, all securities (other than EISs, shares of Class A Common Stock and Senior Subordinated Notes) issued in connection with any merger, consolidation, stock dividend, stock distribution, stock split, reverse stock split, stock combination, recapitalization, reclassification, subdivision, conversion or similar transaction in respect thereof.  A reference to any class of Securities shall be deemed to include reference to all Securities issued in respect thereof.  As used herein, the term “Existing Securities” shall mean collectively the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Existing Common Stock, the Existing Options and the Existing Warrants.

L.             The Stockholders and B&G Foods wish to set forth, among other things, certain agreements regarding their future relationships and their rights and obligations with respect to the Securities.

Terms

In consideration of the mutual representations, warranties and covenants contained herein, and intending to be legally bound hereby, the parties hereto acknowledge and agree that this Agreement shall in accordance with Section 7.1 hereof amend and supersede in its entirety the Existing Securities Holders Agreement, and agree as follows:

ARTICLE I

REPRESENTATIONS, WARRANTIES AND
COVENANTS OF B&G FOODS

1.1.          Representations, Warranties and Covenants of B&G Foods.  B&G Foods represents and warrants to, and covenants and agrees with, each of the Stockholders as follows:

(a)           B&G Foods is a corporation validly existing and in good standing under the laws of the State of Delaware.

(b)           B&G Foods has full corporate power and corporate authority to make, execute, deliver and perform this Agreement and to carry out all of the transactions provided for herein.

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(c)           B&G Foods has taken such corporate action as is necessary or appropriate to enable it to perform its obligations hereunder, and this Agreement constitutes the legal, valid and binding obligation of B&G Foods, enforceable against B&G Foods in accordance with the terms hereof.

(d)           [As of the date of consummation of the Initial Public Offering (after giving effect to the Initial Public Offering and the repurchase of the securities of B&G Foods as set forth in Section 7.2 hereof, the authorized capital stock of B&G Foods will consist of (i) 125,000,000 shares of Common Stock, consisting of 100,000,000 shares of Class A Common Stock and 25,000,000 shares of Class B Common Stock, of which 20,776,985 shares of Class A Common Stock, or if the Over-Allotment Option (as defined below) is exercised in full 23,893,533 shares of Class A Common Stock, and 12,787,781 shares of Class B Common Stock, or if the Over-Allotment Option is exercised in full 7,556,446 shares of Class B Common Stock, will be issued and outstanding and (ii) 1,000,000 shares of preferred stock, par value $0.01 per share (such shares, of any class whether heretofore or hereafter designated, being referred to as “Preferred Stock”), none of which will be issued and outstanding.  Except (i) as provided in this Agreement (including, without limitation, in Article VII or in the foregoing sentence), (ii) as set forth in the terms of the capital stock of B&G Foods or (iii) as described the EIS Registration Statement, as of the date of consummation of the Initial Public Offering (x) there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from B&G Foods, or otherwise require B&G Foods to issue, any shares of capital stock of B&G Foods or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of B&G Foods; (y) B&G Foods will not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock; and (z) the Class A Common Stock and the Class B Common Stock will constitute all of the outstanding shares of B&G Foods’ capital stock].

ARTICLE II

REPRESENTATIONS, WARRANTIES AND
COVENANTS OF EACH STOCKHOLDER

2.1.          Representations, Warranties and Covenants of Each Stockholder.  Each of the Stockholders severally represents and warrants to, and covenants and agrees with, B&G Foods that:

(a)           Such Stockholder has full legal right, capacity, power and authority (including the due authorization by all necessary corporate or partnership action in the case of corporate or partnership Stockholders) to enter into this Agreement and to perform such Stockholder’s obligations hereunder without the need for the consent of any other person or entity; and this Agreement has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with the terms hereof.

(b)           Such Management Stockholder’s residence address and social security number are as set forth on Exhibit B hereto.

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(c)           Such Stockholder will not effect a Transfer (as hereinafter defined) of any Securities or EISs (including the shares of Class A Common Stock and the Senior Subordinated Notes comprising the EISs) except in compliance with the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) (and applicable state securities laws) or pursuant to an available exemption therefrom, and, without limiting the foregoing, will not effect a Transfer of any Securities or EISs (including the shares of Class A Common Stock and the Senior Subordinated Notes comprising the EISs) prior to the lapse of such period of time following acquisition thereof as may be required to comply with applicable state securities laws.

(d)           Upon the effectiveness of this Agreement in accordance with Section 7.1(a) hereof, such Stockholder hereby waives any preemptive rights or registration rights, including any rights relating to the failure to receive advance notice in connection with any such rights, that such Stockholder may have had under the Existing Securities Holders Agreement, and any such preemptive rights, registration rights or rights in connection therewith under the Existing Securities Holders Agreement are no longer of any force or effect.

(e)           The number of Existing Securities owned by such Stockholder (prior to giving effect to the Reclassification and Conversion) is set forth opposite such Stockholder’s name on Exhibit A.  Such Stockholder has good, valid and marketable title to the Existing Securities free and clear of any liens, charges, claims, pledges, security interests, conditional sale agreements, and other encumbrances whatsoever.

(f)            Such Stockholder has not sold, transferred, assigned, conveyed, pledged or encumbered in any manner whatsoever all or any part of the Existing Securities.

(g)           Such Stockholder has received a copy of the EIS Registration Statement, and that such Stockholder has been given the opportunity to obtain information regarding the business and affairs of B&G Foods to such Stockholder’s satisfaction.

2.2.          Legend.   The certificates representing the Securities, including certificates issued upon any voluntary or involuntary transfer of such Securities, unless such transfer is pursuant to a registered public offering of the Securities, or the conditions specified in Section 2.3 hereof are satisfied, shall bear the following legend in addition to any other legend required under applicable law:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR STATE SECURITIES LAWS OR AN OPINION OF COUNSEL, SATISFACTORY TO B&G FOODS, INC., THAT SUCH REGISTRATION IS NOT REQUIRED.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS OF A SECOND AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENT BY AND AMONG B&G FOODS, INC. AND THE HOLDERS SPECIFIED THEREIN, A COPY OF WHICH AGREEMENT IS ON

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FILE AT THE PRINCIPAL OFFICE OF B&G FOODS, INC.  THE SALE, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES IS SUBJECT TO THE TERMS OF SUCH AGREEMENT AND THE SECURITIES ARE TRANSFERABLE ONLY UPON PROOF OF COMPLIANCE THEREWITH.

2.3.          Provisions Regarding Transfers of Securities.  The following provisions shall apply with respect to the Transfer (as hereinafter defined) of any Securities owned by any Management Stockholder, BRS Entity, Canterbury Entity or Protostar Entity:

(a)           Each Management Stockholder, BRS Entity, Canterbury Entity and Protostar Entity is prohibited from Transferring any of his or its Securities except in the following circumstances: (i) to Permitted Transferees (as hereinafter defined), (ii) beginning on the day after the expiration of the Lock-Up Period (as defined in Section 2.7 hereof), to third parties in private sales exempt from or not subject to the registration requirements of the Securities Act, and (iii) pursuant to an effective registration statement under the Securities Act; provided, however, that, in the case of any such Transfer, except in the case of a sale pursuant to an effective registration statement, each such transferee shall take such Securities subject to and be fully bound by the terms of this Agreement applicable to it with the same effect as if it were a party hereto, including, without limitation, the representations, warrants and covenants contained in Section 2.6 hereof; and provided, further, that no Transfer shall be effected except in compliance with the registration requirements of the Securities Act (and applicable state securities laws) or pursuant to an available exemption therefrom.

(b)           No Transfer shall, in any event, except in the case of a sale pursuant to an effective registration statement, be made by any Management Stockholder, BRS Entity, Canterbury Entity or Protostar Entity unless in connection with such Transfer, the applicable transferee has complied with the terms and provisions of this Agreement.  No Management Stockholder, BRS Entity, Canterbury Entity, Protostar Entity or transferee may effect any Transfer of Securities, whether to a Permitted Transferee or otherwise, unless the transferee executes an agreement pursuant to which such transferee agrees to be bound by the terms and provisions of this Agreement (including, without limitation, the representations, warranties and covenants contained in Section 2.6 hereof) applicable to the transferor (except in the case of a sale pursuant to an effective registration statement under the Securities Act or as otherwise specifically provided herein).  Any purported Transfer in violation of this covenant shall be null and void and of no force and effect and the purported transferee shall have no rights or privileges in or with respect to B&G Foods.  As used herein, “Transfer” means the making of any sale, exchange, assignment, hypothecation, gift, security interest, pledge or other encumbrance, or any contract therefor, any voting trust or other agreement or arrangement with respect to the transfer of voting rights (including any proxy or similar arrangement (whether or not revocable)) or any other beneficial interest in any of the Securities, the creation of any other claim thereto or any other transfer or disposition whatsoever, whether voluntary or involuntary, affecting the right, title, interest or possession in or to such Securities.

Prior to any proposed Transfer of any Securities, the holder thereof shall give written notice to B&G Foods describing the manner and circumstances of the proposed Transfer accompanied, if requested by B&G Foods, by a written opinion of legal counsel reasonably satisfactory to B&G Foods, addressed to B&G Foods and the transfer agent, if other than B&G

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Foods, and reasonably satisfactory in form and substance to each addressee, to the effect that the proposed Transfer of the Securities may be effected without registration under the Securities Act and applicable state securities laws.  Each certificate evidencing the Securities transferred shall bear the legend set forth in Section 2.2, except that such certificate shall not bear such legend if the opinion of counsel referred to above is to the further effect that such legend is not required in order to establish compliance with any provision of the Securities Act or applicable state securities laws.

(c)           As used herein, “Permitted Transferee” shall mean:

(i)            in the case of any Management Stockholder, (A) B&G Foods or any BRS Entity, (B) any spouse or lineal descendant of a Management Stockholder, or any heir, executor, administrator, testamentary trustee, legatee or beneficiary of a Management Stockholder or any of the foregoing persons referred to in this clause (B) (collectively, “Management Stockholder Associates”) and (C) any trust, the beneficiaries of which, or any corporation, limited liability company or partnership, the stockholders, members or general and limited partners of which include only such Management Stockholders and their respective Management Stockholder Associates;

(ii)           in the case of any BRS Entity, (A) any other BRS Entity, (B) any Affiliate (as hereinafter defined) of any BRS Entity, (C) any member or partner of BRS, provided that, in the case of a distribution to BRS’s members or partners, such distribution shall be made in accordance with the terms of its agreement of limited partnership, (D) any spouse or lineal descendant of a member or partner of BRS, or any heir, executor, administrator, testamentary trustee, legatee or beneficiary of BRS or any of the foregoing persons referred to in this clause (D) (collectively, “BRS Associates”), (E) any trust, the beneficiaries of which, or any corporation, limited liability company or partnership, the stockholders, members or general and limited partners of which include only BRS or their respective BRS Associates, and (F) one or more banks or other financial institutions or entities which are not then in direct competition with B&G Foods or any of the Subsidiaries, but only if BRS is required to make a Transfer of its Securities to such bank or financial institution or entity pursuant to BRS’s agreement of limited partnership or in connection with any dissolution of BRS pursuant to its agreement of limited partnership;

(iii)          in the case of any Canterbury Entity, (A) any other Canterbury Entity, (B) any Affiliate of any Canterbury Entity, (C) any member or partner of Canterbury, provided that, in the case of a distribution to Canterbury’s members or partners, such distribution shall be made pro rata to all such members or partners in accordance with the terms of its agreement of limited partnership and (D) one or more banks or other financial institutions or entities which are not then in direct competition with B&G Foods or any of the Subsidiaries, but only if Canterbury is required to make a Transfer of its Securities to such bank or financial institution or entity pursuant to Canterbury’s agreement of limited partnership or in connection with any dissolution of Canterbury pursuant to its agreement of limited partnership; and

(iv)          in the case of any Protostar Entity, (A) any other Protostar Entity or (B) any Affiliate of any Protostar Entity.

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(d)           As used herein, “Affiliate” of any person means any person, directly or indirectly, controlling, controlled by or under common control with such person, and includes any person who is an officer, director or employee of such person and any person who would be deemed to be an “affiliate” or an “associate” of such person, as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.  As used in this definition, “controlling” (including, with its correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities, partnership or other ownership interests, by contract or otherwise).

2.4.          Notation.  A notation will be made in the appropriate transfer records of B&G Foods with respect to the restrictions on transfer of the Securities referred to in this Agreement.

2.5.          Limitation on Repurchase of Securities and Dividend Payments.  Each Stockholder understands that B&G Foods has entered into certain financing agreements which contain prohibitions, restrictions and limitations on the ability of B&G Foods to purchase any of the Securities and, under certain circumstances, to pay dividends on the Class B Common Stock.

2.6.          Restrictions on Acquisition of Senior Subordinated Notes.  Each Stockholder hereby represents that it does not currently hold any Senior Subordinated Notes. So long as any EISs are issued and outstanding, each Stockholder agrees that it shall not purchase or otherwise acquire any Senior Subordinated Notes other than Senior Subordinated Notes (i) issued or distributed to such Stockholder in connection with EISs previously acquired by such Stockholder or (ii) purchased or acquired in the form of EISs.  Each Stockholder agrees that from time to time as requested by B&G Foods such Stockholder will provide a written certificate to B&G Foods certifying compliance with this Section 2.6.

2.7.          Lock-Up Agreements.   Each Stockholder agrees that it will enter into a lock-up agreement with the Underwriters as described in the EIS Registration Statement and substantially in the form provided to such Stockholder prior to the date hereof (each, a “Lock-Up Agreement”) whereby such Stockholder will agree not to directly or indirectly, offer, sell or otherwise dispose of any EISs or shares of Class A Common Stock or Class B Common Stock, Senior Subordinated Notes or any securities which may be converted into or exchanged or exercised for such securities for a period of 180 days (or up to 215 days if extended in accordance with the terms thereof) from the date of the prospectus included in the EIS Registration Statement (the “Lock-Up Period”).

2.8.          Reliance.  Each Stockholder acknowledges that B&G Foods and each of the other Stockholders is entering into this Agreement in reliance upon such Stockholder’s representations and warranties and other covenants and agreements contained herein.

ARTICLE III

OTHER COVENANTS AND REPRESENTATIONS

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3.1.          Covenant Not to Compete.  Each Management Stockholder hereby agrees that during the term of his employment by B&G Foods or any of the Subsidiaries and for a period of ten (10) months after the Management Stockholder ceases his or her employment with B&G Foods or the Subsidiaries for any reason other than termination without cause (the “Restriction Period”), such Management Stockholder shall not, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be connected as an officer, director, employee, consultant, stockholder, partner or otherwise with, any component of a business which at any relevant time during such period directly or indirectly competes with B&G Foods or any of the Subsidiaries or their Affiliates in the Covered Business (as hereafter defined) in the States of California, Delaware, Maryland, Michigan, New Jersey, New York or Vermont or any other state in the United States in which B&G Foods or any of the Subsidiaries or their Affiliates are conducting business during the term of his employment.  For purposes hereof, the term “Covered Business” shall mean the purchase, manufacture, marketing or selling of the products and the raw materials with respect to such products as to which the Management Stockholder has assisted B&G Foods, the Subsidiaries or their Affiliates in purchasing, manufacturing, marketing or selling during the term of the employment of the Management Stockholder, together with any use or modification of any such products for the same, new or additional purposes or applications.  The restrictive covenant contained in this Section 3.1 is a covenant independent of any other provision of this Agreement, and the existence of any claim which such Management Stockholder may allege against B&G Foods or any of the Subsidiaries, whether based on this Agreement or otherwise, shall not prevent the enforcement of this covenant.  Each of the Management Stockholders agrees that a breach by him of this Section 3.1 shall cause irreparable harm to  B&G Foods, the Subsidiaries and their Affiliates and that the Subsidiaries’ and B&G Foods’ remedies at law for any breach or threat of breach by any of the Management Stockholders of the provisions of this Section 3.1 shall be inadequate, and that the Subsidiaries or B&G Foods shall be entitled to an injunction or injunctions to prevent breaches of this Section 3.1 and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which B&G Foods or the Subsidiaries may be entitled at law or in equity.  The length of time for which this covenant not to compete shall be in force shall not include any period of violation or any other period required for litigation during which B&G Foods or any of the Subsidiaries seeks to enforce this covenant.  In the event that this covenant not to compete shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the longest period of time for which it may be enforceable, and/or over the largest geographical area as to which it may be enforceable and/or to the maximum extent in all other aspects as to which it may be enforceable, all as determined by such court in such action.

ARTICLE IV

CORPORATE ACTIONS

4.1.          Directors.  For so long as the BRS Entities are the beneficial owners (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of more than 10% of the outstanding shares of Common Stock in the aggregate on a fully-diluted basis and as a result the holders of Class B Common Stock have the exclusive right to elect two

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directors in accordance with the Amended and Restated Certificate of Incorporation of B&G Foods, each Stockholder and Permitted Transferee agrees that it shall take, at any time and from time to time, all action necessary (including voting the Class B Common Stock owned by him, her or it, calling special meetings of stockholders and executing and delivering written consents) to ensure that the Board of Directors of B&G Foods at all times includes two individuals designated by BRS.

4.2.          Right to Remove Certain of B&G Foods’ Directors.  BRS may request that any director designated by it be removed (with or without cause) by written notice to the other Stockholders, and, in any such event, each Stockholder shall promptly consent in writing or vote or cause to be voted all shares of Class B Common Stock now or hereafter owned or controlled by it for the removal of such person as a director.  In the event any person ceases to be a director, such person shall also cease to be a member of any committee of the Board of Directors of B&G Foods.

4.3.          Right to Fill Certain Vacancies in B&G Foods’ Board.  In the event that a vacancy is created on B&G Foods’ Board of Directors at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director designated by BRS and elected by the holders of Class B Common Stock, or if otherwise there shall exist or occur any vacancy on B&G Foods’ Board of Directors in a directorship subject to designation by BRS and election by the holders of Class B Common Stock, such vacancy shall not be filled by the remaining members of B&G Foods’ Board of Directors, but each Stockholder hereby agrees promptly to consent in writing or vote or cause to be voted all shares of Class B Common Stock now or hereafter owned or controlled by it to elect that individual designated to fill such vacancy and serve as a director, as shall be designated by BRS.

4.4.          Confidentiality.

(a)           Each Stockholder hereby agrees that Confidential Information (as defined below) has been and may be made available to him or it in connection with such Stockholder’s interest in B&G Foods and its subsidiaries.  Each Stockholder agrees that he or it will not use the Confidential Information in any way that is reasonably likely to result in a material detriment to the business of B&G Foods and its Subsidiaries.  Each Stockholder further acknowledges and agrees that he or it will not disclose any Confidential Information to any person; provided that Confidential Information may be disclosed (i) to such Stockholder’s Representatives (as defined below) in the normal course of the performance of their duties, (ii) to the extent required by applicable statute, law, rule or regulation (including complying with any oral or written questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to which a Stockholder is subject) or by generally accepted accounting principles, (iii) to any third party to whom such Stockholder is contemplating a transfer of his or its Securities, provided that such transfer would not be in violation of the provisions of this Agreement and as long as such third party is advised of the confidential nature of such information and agrees to be bound by a confidentiality agreement in form and substance satisfactory to B&G Foods and substantially similar to the provisions hereof or (iv) if the prior consent of the Board of Directors of B&G Foods shall have been obtained.  Nothing contained herein shall prevent the use of Confidential Information in connection with the assertion or defense of any claim by or against B&G Foods or any Stockholder.

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(b)           “Confidential Information” means any information concerning B&G Foods, its financial condition, business, subsidiaries, operations or prospects in the possession of or to be furnished to any Stockholder in his or its capacity as a shareholder of B&G Foods or by virtue of his or its present or former position as, or right to designate, a director of B&G Foods; provided that the term “Confidential Information” does not include information which (a) was or becomes generally available publicly other than as a result of a disclosure by a Stockholder or his or its partners, directors, officers, employees, agents, counsel, investment advisers, accountants, consultants or representatives (all such persons being collectively referred to as “Representatives”) in violation of this Section 4.4(b) was or becomes available to such Stockholder on a nonconfidential basis from a source other than B&G Foods, any regulatory entity or a Stockholder or his or its Representatives, provided that such source is or was (at the time of receipt of the relevant information) not, to the best of such Stockholder’s knowledge, bound by a confidentiality agreement with B&G Foods or another person.

ARTICLE V

CLASS B COMMON STOCK REPURCHASES

5.1.          Class B Common Stock Repurchases

(a)           If following the consummation of the Initial Public Offering, B&G Foods and the holders of Class B Common Stock enter into an agreement pursuant to which B&G Foods shall agree to repurchase all or a portion of the shares of Class B Common Stock from the holders of such shares, provided, however, that (i) until the second anniversary of the date of consummation of the Initial Public Offering, shares of Class B Common Stock may not be repurchased by B&G Foods unless after giving effect to such repurchase, the total number of shares of Class B Common Stock outstanding would be equal to or greater than 3,144,998 shares on a fully diluted basis, and  (ii) B&G Foods shall not effect a repurchase of any shares of Class B Common Stock so long as an Event of Default as defined in the Indenture (for the Senior Subordinated Notes), dated as of the date of the Initial Public Offering, between B&G Foods and The Bank of New York, as Trustee, as amended, supplemented or otherwise modified from time to time or an Event of Default as defined in the Indenture (for B&G Foods’ Senior Notes), dated as of the date of the Initial Public Offering, between B&G Foods and The Bank of New York, as Trustee, as amended, supplemented or otherwise modified from time to time has occurred and is continuing or would be caused thereby.

Notwithstanding anything in this Article V to the contrary and except as set forth in Section 7.3 of this Agreement, no Stockholder shall have any right to compel B&G Foods to purchase such Stockholder’s Class B Common Stock and, subject to Section 2.2(f) of the Registration Rights Agreement, B&G Foods shall not have any right to compel a Stockholder to sell such Stockholder’s Class B Common Stock to B&G Foods.

(b)           In the event that B&G Foods and a holder of shares of Class B Common Stock agree that B&G Foods shall repurchase all or a portion of such Stockholder’s shares of Class B Common Stock, the purchase price per share of Class B Common Stock (the “Repurchase Price”) shall be equal to the last reported sales price of a share of Class A Common Stock, regular way, on the business day prior to the date of the sale agreement, or, if no sale

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takes place on such day, the average of the reported  closing bid and asked prices on such day, regular way, in either case as reported on the American Stock Exchange or, if shares of Class A Common Stock are not listed or admitted for trading on the American Stock Exchange, on the principal national securities exchange on which shares of Class A Common Stock are listed or admitted for trading or, if not listed or admitted for trading on any national securities exchange, on The Nasdaq National Market or, if shares of Class A Common Stock are not quoted on the Nasdaq National Market, the average of the closing bid and asked prices on such day in the over-the-counter market, or, in the event that shares of Class A Common Stock are not traded in the over-the-counter market, the fair value as determined by an independent appraisal firm selected by the Board of Directors of B&G Foods.  The Repurchase Price shall be paid by delivery to the Stockholder of immediately available funds or other form of consideration as set forth in the applicable repurchase agreement against delivery of certificates or other instruments representing the shares of Class B Common Stock so repurchased, appropriately endorsed or executed by such Stockholder.

ARTICLE VI

REGISTRATION RIGHTS

The Stockholders shall have registration rights with respect to the Class B Common Stock as set forth in the Registration Rights Agreement attached hereto as Exhibit C (the “Registration Rights Agreement”).  Each of the Stockholders agrees not to effect any public sale or public distribution of any securities of B&G Foods during the periods specified in the Registration Rights Agreement, except as permitted thereby, and each such Stockholder agrees to be bound by the rights of priority to participate in offerings as set forth therein.

ARTICLE VII

AMENDMENT AND RESTATEMENT; REPURCHASE OF PREFERRED STOCK, CLASS B COMMON STOCK, WARRANTS AND OPTIONS

7.1.          Amendment and Restatement of Existing Securities Holders Agreement; Approvals of Initial Public Offering Transactions.

(a)           Each party hereto agrees that, upon completion of the Initial Public Offering, (i) the Existing Securities Holders Agreement shall be amended and restated and replaced in its entirety with this Agreement and (ii) the terms of the Existing Securities Holders Agreement and the Registration Rights Agreement (as defined in the Existing Securities Holders Agreement) shall cease to be of any effect.

(b)           Each Stockholder consents and agrees to take all action necessary for the completion of the Initial Public Offering and the related transactions, and consents to B&G Foods entering into the Underwriting Agreement and the transactions contemplated thereby and by this Agreement.

(c)           Each party hereto consents to the Merger and the Name Change and to the amendment and restatement of the certificate of incorporation of B&G Foods and to

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the amendment and restatement of the bylaws of B&G Foods, substantially in the forms as filed by B&G Foods as exhibits to the EIS Registration Statement.

7.2.          Repurchase Upon Initial Public Offering.  Upon consummation of the Initial Public Offering (the “Initial Repurchase Date”), each Stockholder hereby sells, transfers and assigns to B&G Foods, and B&G Foods hereby purchases from such Stockholder, free and clear of all liens, claims, security interests, pledges, charges, equities, options, restrictions and encumbrances:

(a)           all of such Stockholders’ shares of Series A Preferred Stock;

(b)           all of such Stockholders’ shares of Series B Preferred Stock;

(c)           all of such Stockholder’ shares of Series C Preferred Stock;

(d)           the number of shares of Class B Common Stock set forth opposite such Stockholder’s name in the second column of Exhibit D hereto;

(e)           all of such Stockholders’ Existing Options (as adjusted following the Reclassification and Conversion);

(f)            the number of Existing Warrants set forth opposite such Stockholder’s name in the second column of Exhibit E hereto;

7.3.          Repurchase Upon Exercise of the Over-Allotment Option.

(a)           Upon exercise by the Underwriters of the Over-Allotment Option in full, each Stockholder hereby sells, transfers and assigns to B&G Foods, and B&G Foods hereby purchases from such Stockholder, free and clear of all liens, claims, security interests, pledges, charges, equities, options, restrictions and encumbrances the number of shares of Class B Common Stock and Existing Warrants set forth opposite such Stockholder’s name in the third column of Exhibit D and in the third column of Exhibit E hereto.

(b)           Upon any partial exercise of the Over-Allotment Option, each Stockholder hereby sells, transfers and assigns to B&G Foods, and B&G Foods hereby purchases from such Stockholder, free and clear of all liens, claims, security interests, pledges, charges, equities, options, restrictions and encumbrances such pro rata number of shares of Class B Common Stock and Existing Warrants of such Stockholder based on the number of shares of Class B Common Stock and Existing Warrants set forth opposite such Stockholder’s name in the third column of Exhibit D hereto and in the third column of Exhibit A hereto as will be purchased by the total proceeds received by B&G Foods in such partial exercise of the Over-Allotment Option.  For purposes of determining such pro rata allocation each share of Class B Common Stock shall be treated the same as each Existing Warrant.

7.4.          Repurchase Price.

(a)           The per share purchase price for the Series A Preferred Stock on the Initial Repurchase Date is 100% of the then effective Liquidation Preference (as defined in

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the applicable certificate of designation) per share plus an amount equal to a prorated dividend for the period from the Dividend Payment Date (as defined in the applicable certificate of designation) immediately prior to the Initial Repurchase Date to the Initial Repurchase Date.

(b)           The per share purchase price for the Series B Preferred Stock on the Initial Repurchase Date is 100% of the then effective Liquidation Preference (as defined in the applicable certificate of designation) per share plus an amount equal to a prorated dividend for the period from the Dividend Payment Date (as defined in the applicable certificate of designation) immediately prior to the Initial Repurchase Date to the Initial Repurchase Date.

(c)           The per share purchase price for the Series C Preferred Stock on the Initial Repurchase Date is 100% of the then effective Liquidation Preference (as defined in the applicable certificate of designation) per share plus an amount equal to a prorated dividend for the period from the Dividend Payment Date (as defined in the applicable certificate of designation) immediately prior to the Initial Repurchase Date to the Initial Repurchase Date.

(d)           The per share purchase price for the Class B Common Stock on the Initial Repurchase Date and on each date of repurchase under Section 7.3(a) (the “Initial Class B Repurchase Price”) is an amount equal to [the per EIS Initial Public Offering price of the EISs less $7.15](1).

(e)           The per option purchase price for the Existing Options on the Initial Repurchase Date is an amount equal to the Initial Class B Repurchase Price less the exercise price thereof (as such exercise price has been adjusted following the Reclassification and Conversion).

(f)            The per warrant purchase price for the Existing Warrants on the Initial Repurchase Date and on each date of repurchase under Section 7.3(a) is an amount equal to the Initial Class B Repurchase Price less the exercise price thereof (as such exercise price has been adjusted following the Reclassification and Conversion).

(g)           The purchase price for the Existing Securities shall be delivered to the Stockholders, [by wire transfer of immediately available funds], to the bank account(s) provided to B&G Foods by such Stockholders.

7.5.          Exercise of Remaining Existing Warrants Following IPO and Expiration of Over-Allotment Option.

(a)           Each Stockholder hereby agrees that the balance of any Existing Warrants (as adjusted following the Reclassification and Conversion) held by such Stockholder following the Initial Public Offering and the expiration of the Over-Allotment Option that have not been repurchased in accordance with Section 7.2 or Section 7.3 hereof, shall be exercised by such Stockholder in accordance with the procedures set forth in the warrant agreements entered

(1) The initial Class B Repurchase Price that will be set forth in this Agreement before signing may be higher or lower than the price per share allocated to the Class A Common Stock because the Initial Class B Repurchase Price is based upon remaining net proceeds of the IPO.

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into by such Stockholders in connection with the Existing Warrants, and such Stockholder shall receive in accordance with the terms of the Existing Warrants (as adjusted following the Reclassification and Conversion) the applicable number of shares of Class B Common Stock following such deemed exercise upon payment by such Stockholder of the exercise price therefor as set forth under the terms of the Existing Warrants (as adjusted following the Reclassification and Conversion).

(b)           Upon such exercise, no fractional portion of a share of Class B Common Stock shall be issued upon exercise of such Existing Warrants.  Instead of any fraction of a share of Class B Common Stock that would otherwise be deliverable upon the exercise of Existing Warrants, B&G Foods shall pay to the holder of such Existing Warrant an amount in cash in respect of such fractional interest based upon the value of one share of Class B Common Stock being equal to the per Initial Class B Repurchase Price.

7.6.          Release From Liability.  The Stockholders hereby release and discharge B&G Foods from any and all claims and/or causes of action, known or unknown, arising from or relating to the Existing Securities, the Existing Securities Holders Agreement, the Registration Rights Agreement and the option agreements and the warrant agreements entered into by such Stockholders in connection with the Existing Options and Existing Warrants, with respect to any Existing Securities repurchased by B&G Foods in accordance with this Article VII.

ARTICLE VIII

MISCELLANEOUS

8.1.          Amendment and Modification.  This Agreement may be amended or modified, or any provision hereof may be waived, provided that such amendment, modification or waiver is set forth in a writing executed by (i) B&G Foods, (ii) BRS (so long as the BRS Entities own in the aggregate at least 3% of the outstanding Class B Common Stock on a fully diluted basis), (iii) Canterbury (so long as the Canterbury Entities own in the aggregate at least 3% of the outstanding Class B Common Stock on a fully diluted basis), (iv) the holders of a majority of the Class B Common Stock held by the Management Stockholders and (v) the holders of a majority of the outstanding Class B Common Stock on a fully diluted basis (including Class B Common Stock owned by the BRS Entities, but not including Class B Common Stock held by holders not a party hereto or hereafter made a party hereto).  Notwithstanding the foregoing, no amendment or waiver of Sections 2.3, 3.1 or 4.4, Article V, VI or VII, this Section 8.1 or the Registration Rights Agreement will be effective against any Stockholder that would be adversely affected by such amendment or waiver unless such Stockholder consents to such amendment or waiver.  No course of dealing between or among any persons having any interest in this Agreement will be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any person under or by reason of this Agreement.

8.2.          Survival of Representations and Warranties.  The representations and warranties set forth in Section 2.1 of this Agreement will survive the execution and delivery of this Agreement, regardless of any investigation made by a Stockholder or on its behalf.  No other representations, warranties or covenants set forth herein shall so survive.

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8.3.          Successors and Assigns; Entire Agreement.  This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and executors, administrators and heirs; provided, however, no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement, except to a Permitted Transferee in connection with a Transfer to such Permitted Transferee or as otherwise set forth in this Agreement.  This Agreement (including the Registration Rights Agreement) sets forth the entire agreement and understanding among the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.

8.4.          Separability.  In the event that any provision of this Agreement or the application of any provision hereof is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall not be affected except to the extent necessary to delete such illegal, invalid or unenforceable provision unless that provision held invalid shall substantially impair the benefits of the remaining portions of this Agreement.

8.5.          Notices.  All notices provided for or permitted hereunder shall be made in writing by hand-delivery, registered or certified first-class mail, telex, telecopier or air courier guaranteeing overnight delivery to the other party at the following addresses (or at such other address as shall be given in writing by any party to the others):

If to B&G Foods, to:

B&G Foods Holdings Corp.
(and, following the Merger, B&G Foods, Inc.)

Four Gatehall Drive, Suite 110

Parsippany, NJ 07054

Attention:  Robert C. Cantwell

with required copies to:

Dechert LLP

30 Rockefeller Plaza

New York, NY 10112

Attention:  Glyndwr P. Lobo, Esq.

and (prior to the Initial Public Offering)

Bruckmann, Rosser, Sherrill & Co., Inc.

126 East 56th Street, 29th Floor

New York, New York 10022

Attention:  Stephen C. Sherrill

If to any BRS Entity, to:

Bruckmann, Rosser, Sherrill & Co., Inc.

126 East 56th Street, 29th Floor

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New York, New York 10022

Attention:  Stephen C. Sherrill

with a required copy to:

Dechert LLP

30 Rockefeller Plaza

New York, NY 10112

Attention:  Glyndwr P. Lobo, Esq.

If to any Canterbury Entity, to:

Canterbury Mezzanine Capital II, L.P.

600 Fifth Avenue, 23rd Floor

New York, NY 10020

Attention:  Nicholas B. Dunphy

with a required copy to:

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154-0037

Attention:  Stan Johnson

If to any Protostar Entity, to:

Protostar Equity Partners, L.P.

13-15 West 54^th Street, Fourth Floor

New York, NY 10019

Attention:  [____________]

with required copies to:

Ropes & Gray LLP

One International Place

Boston, MA 02110

Attention:  [______________], Esq.

and

Laud Collier & Company, LLC
75 Livingston Avenue
Roseland, NJ 07068
Attention:  Colby W. Collier

If to the Management Stockholders or any of them, to their addresses as listed in the books of B&G Foods or the relevant Subsidiary.

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All such notices shall be deemed to have been duly given: when delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next business day, if timely delivered to an air courier guaranteeing overnight delivery.

8.6.          Governing Law.  The validity, performance, construction and effect of this Agreement shall be governed by and construed in accordance with the internal law of New York, without giving effect to principles of conflicts of law, except to the extent that Delaware law shall be mandatorily applicable.

8.7.          Headings.  The headings in this Agreement are for convenience of reference only and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.  Unless otherwise specified, section references herein refer to sections of this Agreement and schedules and exhibits refer to schedules and exhibits attached hereto.

8.8.          Counterparts.  This Agreement may be executed in two or more counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument.

8.9.          Further Assurances.  Each party shall cooperate and take such action as may be reasonably requested by another party in order to carry out the provisions and purposes of this Agreement and the transactions contemplated hereby.

8.10.        Remedies.  In the event of a breach or a threatened breach by any party to this Agreement of its obligations under this Agreement, any party injured or to be injured by such breach, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement.  The parties agree that the provisions of this Agreement shall be specifically enforceable, it being agreed by the parties that the remedy at law, including monetary damages, for breach of such provision will be inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived.

8.11.        Party No Longer Owning Securities.  If a party hereto ceases to own any Existing Securities or Securities, such party will no longer be deemed to be a Stockholder or Management Stockholder for purposes of this Agreement.

8.12.        No Effect on Employment.  Nothing herein contained shall confer on any Management Stockholder the right to remain in the employ of B&G Foods or any of the Subsidiaries or their Affiliates.

8.13.        Pronouns.  Whenever the context may require, any pronouns used herein shall be deemed also to include the corresponding neuter, masculine or feminine forms.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

B&G FOODS HOLDINGS CORP.
By:
	Name:	Robert Cantwell
	Title:	Executive Vice President Finance
BRUCKMANN, ROSSER, SHERRILL & CO., L.P.
By:	BRS Partners, Limited Partnership, the general partner
	By:	BRSE Associates, Inc., its general partner
		By:
			Name:	Stephen C. Sherrill
			Title:	Executive Vice President
CANTERBURY MEZZANINE CAPITAL II, L.P.
By:	Canterbury Capital II, LLC, its general partner
	By:
		Name:
		Title:
PROTOSTAR EQUITY PARTNERS, L.P.
By:	Protostar Equity Advisors, LLC, its general partner
	By:
		Name:
		Title:

[Signature Pages to the Second Amended and Restated Securities Holders Agreement]

BRS STOCKHOLDERS

Bruce C. Bruckmann

Harold O. Rosser II

Stephen C. Sherrill

Donald Bruckmann

Thomas J. Baldwin

H. Virgil Sherrill

Nancy Zweng

Paul D. Kaminski

[Signature Pages to the Second Amended and Restated Securities Holders Agreement].

Polly Bruckmann
Elizabeth McShane
Beverly Place
BCB PARTNERSHIP
By:	Bruce C. Bruckmann, General Partner
By:
	Name:	Bruce C. Bruckmann
	Title:	General Partner
NAZ PARTNERSHIP
By:	Nancy Zweng, General Partner
By:
	Name:
	Title:

[Signature Pages to the Second Amended and Restated Securities Holders Agreement].

MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED, CUSTODIAN FBO
PAUL D. KAMINSKI IRA
By:	Paul D. Kaminski
By:
	Name:
	Title:
	* By:
		Stephen C. Sherrill
		Attorney-in-Fact
MANAGEMENT STOCKHOLDERS
Leonard S. Polaner
David L. Wenner
David Burke
Robert C. Cantwell
James Brown
Albert Soricelli
Alfred Poe

[Signature Pages to the Second Amended and Restated Securities Holders Agreement].

William F. Callahan, III

Sumner Kaufman

Marvin Schwinder

Greg Theile

Lou Sommer

Michael Malone

William Wright

Gaylord Sledge

James DePrima

James Buoye

Rodger Graham

Cynthia Wojcik

[Signature Pages to the Second Amended and Restated Securities Holders Agreement].

EMERIL’S FOOD OF LOVE PRODCUTIONS, LLC
By:
	Name:
	Title:
WILLIAM MORRIS AGENCY, INC.
By:
	Name:
	Title:

[Signature Pages to the Second Amended and Restated Securities Holders Agreement].

EXHIBIT C

REGISTRATION RIGHTS AGREEMENT

ARTICLE I

DEFINITIONS

1.1.          Definitions.  The following terms, as used herein, shall have the following meanings:

“Agreement” means the Second Amended and Restated Securities Holders Agreement to which this Registration Rights Agreement is an Exhibit.

“Board” means the board of directors of B&G Foods.

“BRS Demand Transferee” means any third party to whom any BRS Entity assigns registration rights in accordance with Section 2.11 hereof.

“Canterbury Demand Transferee” means any third party to whom any Canterbury Entity assigns registration rights in accordance with Section 2.11 hereof.

“Protostar Demand Transferee” means any third party to whom any Protostar Entity assigns registration rights in accordance with Section 2.11 hereof.

“Demand Registration” means a registration under the Securities Act made at the request of any of the BRS Entities, Canterbury Entities, Protostar Entities or their respective Demand Transferees in accordance with Section 2.2 hereof.

“Demand Transferee” means any of the BRS Demand Transferees, the Canterbury Demand Transferees or the Protostar Demand Transferees.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Holders” has the meaning given to such term in Section 2.1(a) hereof.

“Maximum Offering Size” has the meaning given to such term in Section 2.1(b) hereof.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Public Offering” means an underwritten public offering of Securities pursuant to an effective registration statement under the Securities Act.

“Registrable Securities” means  (i) any shares of Class B Common Stock issued or issuable to or otherwise acquired by any BRS Entity, Canterbury Entity, Protostar Entity or Management Stockholders and (ii) any Class B Common Stock issued or issuable with respect to

C-1

the securities referred to in clause (i) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, in any case until (x) a registration statement covering such shares of Class B Common Stock has been declared effective by the SEC and such securities have been disposed of pursuant to such effective registration statement, (y) such securities have been sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act have been met, or such securities may be sold pursuant to Rule 144(k) or (z) such securities have been otherwise transferred, B&G Foods has delivered a new certificate or other evidence of ownership for such securities not bearing the legend set forth in Section 2.2 of the Agreement (or other legend of similar import) and such securities may be resold without subsequent registration under the Securities Act.

“Registration Expenses” means (i) all registration and filing fees, (ii) fees and expenses relating to compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications of the securities registered), (iii) printing expenses, (iv) internal expenses of B&G Foods (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (v) reasonable fees and disbursements of counsel for B&G Foods and customary fees and expenses for independent certified public accountants retained by B&G Foods (including the expenses of any comfort letters or costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters requested pursuant to Section 2.4(h) hereof), (vi) reasonable fees and expenses of any special experts retained by B&G Foods in connection with such registration, (vii) reasonable fees and expenses of one counsel for the BRS Entities and BRS Demand Transferees participating in the offering selected by the BRS Entities and BRS Demand Transferees and reasonably acceptable to B&G Foods, (viii) reasonable fees and expenses of one counsel for the Canterbury Entities, Protostar Entities and their respective Demand Transferees participating in the offering selected by the Canterbury Entities, Protostar Entities and their respective Demand Transferees and reasonably acceptable to B&G Foods, (ix) fees and expenses in connection with any review of underwriting arrangements by the National Association of Securities Dealers, Inc. (the “NASD”), including fees and expenses of any “qualified independent underwriter” and (x) fees and disbursements of underwriters customarily paid by issuers or sellers of securities (but not including any underwriting fees, discounts or commissions attributable to the sale of Registrable Securities, or any out-of-pocket expenses (except as set forth in clauses (vii) and (viii) above) of the Shareholders (or the agents who manage their accounts) or any fees and expenses of underwriter’s counsel).

“Registration Securities” has the meaning given to such term in Section 2.1(a).

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Selling Shareholder” means any BRS Entity, Canterbury Entity, Protostar Entity or Demand Transferee who makes a request pursuant to Section 2.2 hereof that B&G Foods effect a Demand Registration.

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“Shareholder” means each Person (other than B&G Foods) who is a party to the Agreement, whether in connection with the execution and delivery hereof as of the date of execution or otherwise in accordance herewith, so long as such Person shall beneficially own any Registrable Securities or have the irrevocable right to acquire Registrable Securities.  The term “Shareholder,” to the extent such Shareholder has transferred any of its, his or her Registrable Securities to transferees in accordance with Section 2.11 hereof, shall mean such Shareholder and such transferees, taken together, and any right or action that may be exercised or taken at the election of such Shareholder may be exercised or taken at the election of such Shareholder and such transferees.

Unless otherwise defined in this Exhibit, all terms used in this Exhibit shall have the meanings ascribed to them in the Agreement.

ARTICLE II

REGISTRATION RIGHTS

2.1.          Incidental Registration.

(a)           If, after the Demand Rights Effective Date (as defined below), B&G Foods proposes to register any of its Class A Common Stock or EISs (or shares of Class A Common Stock or Senior Subordinated Notes comprising the EISs) under the Securities Act (other than a registration (i) on Form S-8 or S-4 or any successor or similar forms or (ii) relating to EISs, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject to the provisions of Section 2.1(b) hereof, give prompt written notice at least concurrently with the initial filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”).  Upon the written request of any Relevant Shareholder made within 15 days after the receipt of notice from B&G Foods (which request shall specify the amount and kinds of Registrable Securities intended to be disposed of by such Relevant Shareholders), B&G Foods will use its best efforts to effect the registration under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required to permit the disposition of such Registration Securities to be so registered; provided that (y) if such registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any EISs, Class A Common Stock or Senior Subordinated Notes pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such EISs, Class A Common Stock or Senior Subordinated Notes, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection with such registration.  B&G Foods will pay all Registration Expenses

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in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2.  All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a Protostar Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securities.”

(b)           If a registration pursuant to this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority:  (i) first, all of the shares of EISs and Class A Common Stock and Senior Subordinated Notes that B&G Foods proposes to sell for its own account and (ii) second, the Registration Securities requested to be included in such Incidental Registration by the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included shall be made pro rata based on the number of Registration Securities that each Holder shall have requested to be included therein.

2.2.          Demand Registration.

(a)           At any time after the earliest of:  (i) the five-year anniversary of the consummation of the Initial Public Offering (the “IPO Date”), (ii) the date upon which at least 10% of the Company’s shares of Class A Common Stock issued in the Initial Public Offering are held separately and not in the form of EISs so that a separate trading market in the Class A Common Stock has developed and has subsisted for at least 180 days, as evidenced by the listing of the Class A Common Stock on the American Stock Exchange, any other national stock exchange or Nasdaq or any other national quotation system, provided that at least one year has elapsed since the IPO Date; and (iii) any earlier date, provided that the Company first confirms that the exercise of the registration rights will not adversely affect the Company’s treatment of the EISs and the Senior Subordinated Notes separate from the EISs for financial reporting purposes (the “Demand Rights Effective Date”), a BRS Entity or a BRS Demand Transferee, a Canterbury Entity, a Protostar Entity, a Canterbury Demand Transferee or a Protostar Demand Transferee may make a written request for registration with the SEC under and in accordance with the provisions of the Securities Act of all or part of its, his or her Registrable Securities; provided, that B&G Foods may, if the Board so determines in the exercise of its reasonable judgment that it would be inadvisable to effect such Demand Registration at such time, defer such Demand Registration for a single period not to exceed 180 days.

(b)           BRS Entities, Canterbury Entities and Protostar Entities (including each of their respective Demand Transferees) shall each be entitled to two (2) Demand Registrations per year following the Demand Rights Effective Date, provided that no such Demand Registration request shall be made within 6 months of any Incidental Registration or Demand Registration.  A

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Demand Registration request by a Shareholder will not count as the use by such Shareholder of his, her or its Demand Registration request unless and until the requested Demand Registration has become effective under the Securities Act, and unless such Shareholder shall have been able to register and sell at least 75% of the Registrable Securities initially requested to be registered by it pursuant hereto; provided further, however, that in any event, B&G Foods will pay all Registration Expenses in connection with any Demand Registration initiated by such Shareholder whether or not it has become effective.

(c)           The total amount of securities proposed to be sold in a Demand Registration must be at least [_________________].

(d)           If a Demand Registration involves a Public Offering and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities proposed to be sold in such Demand Registration will exceed the Maximum Offering Size, B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed to be registered as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority:  (i) first, the Registrable Securities requested to be included in such Demand Registration by the Selling Shareholder(s), (ii) second, the Registrable Securities requested to be included in such Demand Registration by the Shareholders other than the Selling Shareholder(s) and (iii) third, any EISs, Class A Common Stock, Class B Common Stock or Senior Subordinated Notes proposed to be registered by B&G Foods; provided that (y) if all the Registrable Securities requested to be included in such Demand Registration by members of any group set forth above are not to be included, selection of Registrable Securities to be included from within such group shall be made pro rata based on the number of Registrable Securities that each member of such group shall have requested to be included therein, and (z) if any Shareholder has requested inclusion in such Demand Registration and if 10% or more of the Registrable Securities requested to be included by such Shareholder are not so included, such Shareholder shall be entitled to an additional Demand Registration hereunder on the same terms and conditions as would have applied to such Shareholder had such earlier Demand Registration not been effected.

(e)           B&G Foods shall have the right to preempt the exercise of a Demand Registration by offering to repurchase the shares of Class B Common Stock sought to be registered for the per share fair market value of such Class B Common Stock determined in accordance with Section 5.1 of the Agreement.

2.3.          Holdback Agreements.  If any registration of Registration Securities shall be in connection with a Public Offering, each Shareholder and B&G Foods agree not to effect any public sale or distribution, including, without limitation, any sale pursuant to Rule 144, or any successor provision, under the Securities Act, of any securities of the same kind as the Registration Securities and not to effect any such public sale or distribution of any other security convertible into or exchangeable or exercisable for any such securities of B&G Foods (in each case, other than as part of such Public Offering) during the 10 days prior to the effective date of such registration statement (except as part of such registration) or during the period after such effective date that shall be required by the managing underwriter(s) (but not to exceed 180 days).  B&G Foods agrees that it will use its best efforts to require a similar commitment from future holders of its securities.

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2.4.          Registration Procedures.  In connection with any registration of any Registrable Securities under the Securities Act pursuant to Section 2.1 or 2.2 hereof, B&G Foods will, subject to the provisions of such Sections, use its best efforts to effect the registration and the sale of such Registration Securities in accordance with the intended method of disposition thereof as quickly as practicable and in connection with any such request:

(a)           in the case of a registration pursuant to Section 2.1 or 2.2, B&G Foods will as expeditiously as possible prepare and file with the SEC a registration statement on any form for which B&G Foods then qualifies or which counsel for B&G Foods shall deem appropriate and which form shall be available for the sale of the Registration Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its best efforts to cause such filed registration statement to become and remain effective and usable for a period of not less than 270 days (or such shorter period in which all of the Registration Securities of the Shareholders included in such registration statement shall have actually been sold thereunder), subject to proviso (z) of Section 2.1(a).

(b)           B&G Foods will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Shareholder that is participating in a registration hereunder and each underwriter, if any, of the securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter B&G Foods will furnish to each such Shareholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and all amendments and supplements thereto) and such other documents as each such Shareholder or underwriter, if any, may reasonably request in order to facilitate the proposed sale or disposition of the Registration Securities owned by each such Shareholder which are covered by such registration statement.  B&G Foods hereby consents to the use of the prospectus, including each preliminary prospectus, each as referred to in the immediately preceding sentence, by each such Shareholder and each underwriter, if any, of the Registration Securities covered by such registration statement, in connection with the offering and sale of such securities covered by such prospectus or preliminary prospectus.

(c)           After the filing of the registration statement, B&G Foods will (i) prepare and file with the SEC such amendments and post-effective amendments to the registration statement as may be necessary to keep such registration statement effective and usable for the period set forth in Section 2.4(a), (ii) cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, (iii) comply with the provisions of the Securities Act with respect to the disposition of all Registration Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement or supplement to such prospectus and (iv) promptly notify each Shareholder holding Registration Securities covered by such registration statement of any stop order issued or threatened by the SEC or any state securities commission under state blue sky laws and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.

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(d)           B&G Foods will use its best efforts to (i) register or qualify the Registration Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions in the United States as any Shareholder holding such Registration Securities reasonably (in light of such Shareholder’s intended plan of distribution) requests and (ii) cause such Registration Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of B&G Foods and do any and all other acts and things that may be reasonably necessary or advisable to enable such Shareholder to consummate the disposition of such Registration Securities owned by such Shareholder; provided that B&G Foods will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph 2.4(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.

(e)           B&G Foods will immediately notify each Shareholder holding such Registration Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registration Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and promptly prepare and make available to each such Shareholder any such supplement or amendment.

(f)            In the event of a Public Offering, B&G Foods may, subject to its other contractual obligations, select in its sole discretion, an underwriter or underwriters and legal counsel as it may deem appropriate.  B&G Foods will enter into customary agreements (including an underwriting agreement in customary form) and take such other actions as are reasonably necessary in order to expedite or facilitate the disposition of such Registration Securities, including, without limitation, the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with the NASD, maintaining a current marketmaking prospectus and conducting customary “road show” presentations.

(g)           B&G Foods shall make available for inspection by any Shareholder and any underwriter participating in any disposition pursuant to a registration statement being filed by B&G Foods pursuant to this Section 2.4 and any attorney, accountant or other professional retained by any such Shareholder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of B&G Foods (collectively, the “Records”) as shall be reasonably requested by any such Inspector, and cause B&G Foods’ officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement; provided that Records which B&G Foods determines, in good faith, to be confidential and which B&G Foods notifies the Inspectors as being confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement, (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of or agency with competent jurisdiction or (iii) such Records have previously been generally made available to the public.

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(h)           B&G Foods will obtain and furnish to each such Shareholder and to each such underwriter, if any, a signed counterpart of (i) an opinion or opinions of counsel to B&G Foods and (ii) a comfort letter or comfort letters from B&G Foods’ independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as holders of a majority of the aggregate amount of Registration Securities or the managing underwriter therefor reasonably requests.

(i)            B&G Foods shall use its best efforts to effect the listing of the Registration Securities on each securities exchange, if any, on which such Registration Securities are then listed or will be listed in connection with the registration of the Registration Securities, to the extent the Registration Securities satisfy the applicable listing requirements of such exchanges.

(j)            B&G Foods shall use its best efforts to comply with all applicable rules and regulations of the SEC and the relevant state blue sky commissions, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder.

B&G Foods may require each such Shareholder to promptly furnish in writing to B&G Foods such information regarding the distribution of the Registration Securities as B&G Foods may from time to time reasonably request and such other information as may be legally required in connection with such registration.

Each such Shareholder agrees that, upon receipt of any notice from B&G Foods of the happening of any event of the kind described in Section 2.4(e) hereof, such Shareholder will forthwith discontinue disposition of Registration Securities pursuant to the registration statement covering such Registration Securities until such Shareholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.4(e) hereof, and, if so directed by B&G Foods, such Shareholder will deliver to B&G Foods all copies, other than any permanent file copies then in such Shareholder’s possession, of the most recent prospectus covering such Registration Securities at the time of receipt of such notice.  In the event that B&G Foods shall give such notice, B&G Foods shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 2.4(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 2.4(e) hereof to the date when B&G Foods shall make available to such Holder a prospectus supplemented or amended to conform with the requirements of Section 2.4(e) hereof.

2.5.          Indemnification by B&G Foods.  B&G Foods agrees to indemnify and hold harmless each Shareholder, each Person, if any, who controls such Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the respective officers, directors, partners, employees, representatives and agents of each Shareholder and each controlling Person, to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation and as incurred, reimbursement of all costs of investigating, preparing, pursuing and defending any claim or action, or any investigation or proceeding by any governmental agency or body,

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commenced or threatened, including the fees and expenses of counsel to any such indemnified Person) (collectively, “Losses”) directly or indirectly caused by or arising out of any untrue statement or alleged untrue statement of a material fact contained in any registration statement (or any amendment thereto) or prospectus relating to such Shareholder’s Registration Securities (as amended or supplemented if B&G Foods shall have furnished any amendments or supplements thereto) or any preliminary prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus or any preliminary prospectus, in light of the circumstances under which they were made) not misleading, except insofar as such Losses are caused by any such untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information furnished in writing to B&G Foods by such Shareholder or on such Shareholder’s behalf expressly for use therein; provided that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus, or in any prospectus, as the case may be, the indemnity agreement contained in this paragraph shall not apply to the extent that any such Losses results from the fact that a current copy of the prospectus (or amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting any such Losses at or prior to the written confirmation of the sale of the Registration Securities concerned to such Person if it is determined that B&G Foods has provided such prospectus (or amended or supplemented prospectus, as the case may be) and it was the responsibility of such Shareholder to provide such Person with a current copy of the prospectus (or amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or amended or supplemented prospectus, as the case may be) would have completely cured the defect giving rise to such Losses.  B&G Foods also agrees to indemnify any underwriters of the Registration Securities, their officers and directors and each Person who controls such underwriters on substantially the same basis as that of the indemnification of the Shareholders provided in this Section 2.5.

2.6.          Indemnification by Participating Shareholders.  Each Shareholder holding Registration Securities included in any registration statement agrees, severally but not jointly, to indemnify and hold harmless B&G Foods, each Person, if any, who controls B&G Foods within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the respective officers, directors, partners, employees, representatives and agents of B&G Foods and each controlling Person to the same extent as the foregoing indemnity from B&G Foods to such Shareholder, but only (a) with respect to information furnished in writing by such Shareholder or on such Shareholder’s behalf expressly for use in any registration statement or prospectus relating to such Registration Securities, or any amendment or supplement thereto, or any preliminary prospectus or (b) to the extent that any Losses described in Section 2.5 results from the fact that a current copy of the prospectus (or amended or supplemented prospectus, as the case may be) provided by B&G Foods was not sent or given to the Person asserting any such Losses at or prior to the written confirmation of the sale of the Registration Securities concerned to such Person if it is determined that it was the responsibility of such Shareholder to provide such Person with a current copy of the prospectus (or amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or amended or supplemented prospectus, as the case may be) would have completely cured the defect giving rise to such Losses.  Each such Shareholder also agrees to indemnify and hold harmless any underwriters of the Registration Securities, their officers and directors and each Person who controls such

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underwriters on substantially the same basis as that of the indemnification of B&G Foods provided in this Section 2.6.

2.7.          Conduct of Indemnification Proceedings.  In case any proceeding (including, without limitation, any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to this Article II, such Person (an “Indemnified Party”) shall promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including, without limitation, the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses related thereto; provided that the failure of any Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligations hereunder except to the extent that the Indemnifying Party is prejudiced by such failure to notify.  In any such proceeding, each Indemnified Party shall have the right to retain its, his or her own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (a) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (b) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to an actual or potential conflict of interest between them.  The Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such proceeding, and all such fees and expenses shall be reimbursed as they are incurred.  In the case of any such separate firm(s) for the Indemnified Parties, such firm(s) shall be designated in writing by the Indemnified Parties.  The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, or if consent is withheld and there shall be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any Losses (to the extent stated above) by reason of such settlement or judgment.  No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

2.8.          Contribution.  If the indemnification provided for in this Article II is unavailable to the Indemnified Parties in respect of any Losses referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses (a) as between B&G Foods and the Shareholders holding Registration Securities covered by a registration statement, on the one hand, and the underwriters, if any, on the other hand, in such proportion as is appropriate to reflect the relative benefits received by B&G Foods and such Shareholders, on the one hand, and the underwriters, if any, on the other hand, from the offering of the Registration Securities, or if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits but also the relative fault of B&G Foods and such Shareholders, on the one hand, and of such underwriters, if any, on the

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other hand, in connection with the statements or omissions which resulted in such Losses, as well as any other relevant equitable considerations and (b) as between B&G Foods, on the one hand, and each such Shareholder, on the other hand, in such proportion as is appropriate to reflect the relative fault of B&G Foods and of each such Shareholder in connection with such statements or omissions, as well as any other relevant equitable considerations.  The relative benefits received by B&G Foods and such Shareholders, on the one hand, and such underwriters, if any, on the other hand, shall be deemed to be in the same proportion as the aggregate proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by B&G Foods and such Shareholders bear to the aggregate underwriting discounts and commissions received by such underwriters, in each case as set forth in the table on the cover page of the prospectus.  The relative fault of B&G Foods and such Shareholders, on the one hand, and of such underwriters, if any, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by B&G Foods and such Shareholders or by such underwriters.  The relative fault of B&G Foods, on the one hand, and of each such Shareholder, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

B&G Foods and the Shareholders agree that it would not be just and equitable if contribution pursuant to this Section 2.8 were determined by prorata allocation (even if the underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph.  The amount paid or payable by an Indemnified Party as a result of the Losses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 2.8, no underwriter shall be required to contribute, or shall be liable under any other provision of this Article II for, any amount in excess of the amount by which the aggregate price at which the Registration Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no Shareholder shall be required to contribute, or shall be liable under any other provision of this Article II for, any amount in excess of the amount by which the aggregate price at which the Registration Securities of such Shareholder were offered to the public exceeds the amount of any damages which such Shareholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  Each such Shareholder’s obligation to contribute pursuant to this Section 2.8 is several in the proportion that the proceeds of the offering received by such Shareholder bears to the aggregate proceeds of the offering received by all such Shareholders and not joint.

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2.9.          Participation in Public Offering.  No Person may participate in any Public Offering hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers-of-attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of the Agreement in respect of registration rights.

2.10.        Other Indemnification.  Indemnification similar to that specified herein (with appropriate modifications) shall be given by B&G Foods and each Shareholder participating therein with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.

2.11.        Transfer of Registration Rights.  In connection with any transfer of Registrable Securities by the Shareholders to any third party (which transfer must be in compliance with the Securities Act and the Agreement), the Shareholders may assign any registration rights to which they are entitled hereunder, provided that such third party agrees to be bound by all of the terms and conditions of the Agreement.  It is understood and agreed that B&G Foods will be under no obligation to effect a registration of Registrable Securities held by such third party except and to the extent such third party requests in notices provided by it to B&G Foods in accordance with Section 2.1 or 2.2.

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EX-23.1

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
B&G Foods Holdings Corp.:

We consent to the use of our report included herein and to the references to our firm under the headings "Selected Historical Consolidated Financial Data" and "Experts" in the prospectus covering the 20,776,985 Enhanced Income Securities and the $19.0 million Senior Subordinated Notes due 2016 and in the prospectus covering the $200,000,000 Senior Notes due 2011.

/s/ KPMG LLP
New York, New York
October 6, 2004

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Consent of Independent Registered Public Accounting Firm

EX-23.2

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Exhibit 23.2

Independent Auditors' Consent

The Board of Directors and Stockholders
B&G Foods Holdings Corp.:

We consent to the use of our report included herein, dated October 10, 2003, except as to the second paragraph of note 2, which is as of November 7, 2003, with respect to the Statement of Net Assets Sold as of December 31, 2002, and the related Statement of Direct Revenue and Direct Expenses for the year ended December 31, 2002 of the Ortega Brand of Business ("Ortega"), and to the reference to our firm under the heading "Experts" in the prospectus covering the 20,776,985 Enhanced Income Securities and the $19.0 million Senior Subordinated Notes due 2016 and in the prospectus covering the $200,000,000 Senior Notes due 2011.

Our report refers to the restatement of the Ortega Statement of Net Assets Sold as of December 31, 2002.

/s/ KPMG LLP
New York, New York
October 6, 2004

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Independent Auditors' Consent

EX-23.5

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Exhibit 23.5

CONSENT OF HOULIHAN LOKEY HOWARD & ZUKIN FINANCIAL ADVISORS, INC.

        We hereby consent to the use of our name in the Registration Statement on Form S-1 of B&G Foods Holdings Corp. (No. 333-112680, filed on October 6, 2004) in the sections of such Registration Statement entitled "Material U.S. Federal Income Tax Considerations—Consequences to U.S. Holders—Senior Subordinated Notes—Characterizations of Senior Subordinated Notes" and "Experts." By giving such consent we do not thereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term "expert" as used in, or that we come within the category of persons whose consent is required under, the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

/s/  HOULIHAN LOKEY HOWARD & ZUKIN FINANCIAL ADVISORS, INC. Houlihan Lokey Howard & Zukin Financial Advisors, Inc.

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CONSENT OF HOULIHAN LOKEY HOWARD & ZUKIN FINANCIAL ADVISORS, INC.