Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT


Dated as of March 7, 2002


by and among


B&G Foods, Inc.,


as Issuer, and


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.,
and William Underwood Company,


as Guarantors


and


Lehman Brothers Inc. and
Fleet Securities, Inc.


================================================================================


This Registration Rights Agreement (this "Agreement") is made and entered into as of March 7, 2002, by and among B&G Foods, Inc., a Delaware corporation (the "Company"), 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., and William Underwood Company (collectively, the "Guarantors"), and Lehman Brothers Inc. and Fleet Securities, Inc. (each an "Initial Purchaser" and, collectively, the "Initial Purchasers"), each of whom has agreed to purchase the Company's 9 5/8% Senior Subordinated Notes due 2007 (the "Series C Notes") pursuant to the Purchase Agreement (as defined below).


This Agreement is made pursuant to the Purchase Agreement, dated March 4, 2002, (the "Purchase Agreement"), by and among the Company, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Series C Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 7 of the Purchase Agreement.


The parties hereby agree as follows:


SECTION 1. DEFINITIONS


As used in this Agreement, the following capitalized terms shall have the following meanings:


Act: The Securities Act of 1933, as amended.


Affiliate: As defined in Rule 144 of the Act.


Business Day: Any day except a Saturday, Sunday or other day in the City of New York, or in the city of the corporate trust office of the Trustee, on which banks are authorized to close.


Broker-Dealer: Any broker or dealer registered under the Exchange Act.


Broker-Dealer Transfer Restricted Securities: Series D Notes that are acquired by a Broker-Dealer in the Exchange Offer in exchange for Series C Notes that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Series C Notes acquired directly from the Company or any of its affiliates).


Certificated Securities: As defined in the Indenture.


Closing Date: The date hereof.


Commission: The Securities and Exchange Commission.


Consummate: An Exchange Offer shall be deemed "Consummated" for purposes of this Agreement upon the occurrence of (a) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Series D Notes to be issued in the Exchange Offer, (b) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the period required pursuant to Section 3(b) hereof and (c) the delivery by the Company to the Registrar under the Indenture of Series D Notes in the same aggregate principal amount as the aggregate principal amount of Series C Notes and Existing Notes tendered by Holders thereof pursuant to the Exchange Offer.


Damages Payment Date: With respect to the Series C Notes, each Interest Payment Date.


Exchange Act: The Securities Exchange Act of 1934, as amended.


Exchange Offer: The registration by the Company under the Act of the Series D Notes pursuant to the Exchange Offer Registration Statement pursuant to which the Company shall offer the Holders of all outstanding Series C Notes and Existing Notes the opportunity to exchange all such outstanding Series C Notes and Existing Notes tendered by such Holders in such exchange offer for a like aggregate principal amount of Series D Notes.


Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus.


Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Series C Notes to certain "qualified institutional buyers," as such term is defined in Rule 144A under the Act, and to certain non-U.S. persons, as such term is defined in Rule 902 under the Act, in offshore transactions in reliance upon Regulation S under the Act.


Existing Notes: The Company's 9 5/8% senior subordinated Notes due 2007, issued pursuant to that certain indenture dated August 11, 1997.


Global Noteholder: As defined in the Indenture.


Holders: As defined in Section 2 hereof.


Indemnified Holder: As defined in Section 8(a) hereof.


Indenture: The Indenture, dated the Closing Date, among the Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"), pursuant to which the New Notes are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof.


Interest Payment Date: As defined in the Indenture and the Notes. NASD: National Association of Securities Dealers, Inc. New Notes: The Series C Notes and the Series D Notes. Notes: The New Notes and the Existing Notes. Person: An individual, partnership, corporation, trust, unincorporated organization, or a government or agency or political subdivision thereof. Prospectus: The prospectus included in a Registration Statement at the time such Registration Statement is declared effective, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.


Record Holder: With respect to any Damages Payment Date, each Person who is a Holder of Notes on the record date with respect to the Interest Payment Date on which such Damages Payment Date shall occur.


Registration Default: As defined in Section 5 hereof.


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Registration Statement: Any registration statement of the Company and the Guarantors relating to (a) an offering of Series D Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities (other than Existing Notes) pursuant to the Shelf Registration Statement, in each case, (i) which is filed pursuant to the provisions of this Agreement and (ii) including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.


Series C Transfer Restricted Securities: Transfer Restricted Securities that are either (a) Series C Notes or (b) Series D Notes received in exchange for Series C Notes.


Series D Notes: The Company's 9 5/8% Senior Subordinated Notes due 2007 to be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) upon the request of any Holder of Series C Notes covered by a Shelf Registration Statement, in exchange for such Series C Notes and the Existing Notes, as applicable.


Shelf Registration Statement: As defined in Section 4 hereof.


TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the date of the Indenture.


Transfer Restricted Securities: Each Note, until the earliest to occur of (a) the date on which such Note is exchanged in the Exchange Offer and entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Act, (b) the date on which such Note has been disposed of in accordance with a Shelf Registration Statement, (c) the date on which such Note is disposed of by a Broker-Dealer pursuant to the "Plan of Distribution" contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein) or (d) the date on which such Note is distributed to the public pursuant to Rule 144 under the Act.


Underwritten Registration or Underwritten Offering: A registration in which securities of the Company are sold to an underwriter for reoffering to the public.


SECTION 2. HOLDERS


A Person is deemed to be a holder of Transfer Restricted Securities (each, a "Holder") whenever such Person owns Transfer Restricted Securities.


SECTION 3. REGISTERED EXCHANGE OFFER


(a) Unless the Exchange Offer shall not be permitted by applicable federal law (after the procedures set forth in Section 6(a)(i) below have been complied with), the Company and the Guarantors shall (i) cause to be filed with the Commission as soon as practicable after the Closing Date, but in no event later than 60 days after the Closing Date, the Exchange Offer Registration Statement, (ii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to become effective at the earliest possible time, but in no event later than 120 days after the Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the registration and qualification of the Series D Notes to be made under the Blue Sky laws of such


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jurisdictions as are reasonably requested by the Holders and necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence and consummate the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Series D Notes to be offered in exchange for the Series C Notes and Exchange Notes that are Transfer Restricted Securities and to permit sales of Broker-Dealer Transfer Restricted Securities by Broker-Dealers as contemplated by Section 3(c) below.


(b) The Company and the Guarantors shall use their respective best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their respective reasonable best efforts to cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 45 days thereafter.


(c) The Company shall include a "Plan of Distribution" section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Series C Notes or Existing Notes that are Transfer Restricted Securities and that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities, may exchange such Series C Notes or Existing Notes (other than Transfer Restricted Securities acquired directly from the Company or any Affiliate of the Company) pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Series D Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such sales of Broker-Dealer Transfer Restricted Securities by Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement.


The Company and the Guarantors shall use their respective best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) below to the extent necessary to ensure that it is available for sales of Broker-Dealer Transfer Restricted Securities by Broker-Dealers, and to ensure that such Registration Statement conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of one year from the date on which the Exchange Offer Registration Statement is declared effective.


The Company and the Guarantors shall promptly provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers promptly upon request, and in no event later than one Business Day after such request, at any time during such one-year period in order to facilitate such sales.


If the Company and the Guarantors are not able to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer covering the exchange of both Series C Notes and Existing Notes is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), (i) the Company and the Guarantors


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will, if necessary, amend the Exchange Offer Registration Statement so that it relates only to the exchange of Series C Notes for Series D Notes and (ii) the period within which the Company and the Guarantors are required to cause the Exchange Offer Registration Statement to become effective as set forth in Section 3(a) above shall be extended for 30 days. In such event, all other provisions of this Agreement shall be unaffected and remain in full force and effect.


SECTION 4. SHELF REGISTRATION


(a) Shelf Registration. If (i) the Company is not required to file an Exchange Offer Registration Statement with respect to the Series D Notes because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) below have been complied with) or (ii) if any Holder of Transfer Restricted Securities (other than Existing Notes) shall notify the Company within 20 days following the Consummation of the Exchange Offer that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Series D Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Series C Notes acquired directly from the Company or any of its Affiliates, then the Company and the Guarantors shall use their reasonable best efforts to:


(x) cause to be filed on or prior to 30 days after the date on which the Company determines that it is not required to file the Exchange Offer Registration Statement pursuant to clause (i) above or 30 days after the date on which the Company receives the notice specified in clause (ii) above, a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement")), relating to all Transfer Restricted Securities (other than Existing Notes) the Holders of which shall have provided the information required pursuant to Section 4(b) hereof, and


(y) cause such Shelf Registration Statement to become effective on or prior to 45 days after the date on which the Company becomes obligated to file such Shelf Registration Statement.


If, after the Company has filed an Exchange Offer Registration Statement which satisfies the requirements of Section 3(a) above, the Company is required to file and make effective a Shelf Registration Statement solely because the Exchange Offer shall not be permitted under applicable federal law, then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above. Such an event shall have no effect on the requirements of clause (y) above.


The Company and the Guarantors shall use their respective best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for sales of Transfer Restricted Securities (other than Existing Notes) by the Holders thereof entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(i)) following the date on which such Shelf Registration Statement first becomes effective under the Act or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold.


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(b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 15 days after receipt of a request therefor, the information specified in Item 507 of Regulation S-K of the Act and such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder of Transfer Restricted Securities shall be entitled to Liquidated Damages pursuant to Section 5 hereof unless and until such Holder shall have used its best efforts to provide all such information. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.


SECTION 5. LIQUIDATED DAMAGES


If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the "Effectiveness Target Date"), (iii) the Exchange Offer has not been Consummated within 45 Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable in connection with resales of Transfer Restricted Securities during the periods specified herein and is not succeeded within 30 days by another effective Registration Statement by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective immediately; provided that such Registration Statement shall not cease to be effective or useable in connection with resales of Transfer Restricted Securities for more than 30 days in any calendar year (each such event referred to in clauses (i) through (iv), a "Registration Default"), then the Company and the Guarantors hereby jointly and severally agree to pay liquidated damages to each Holder of Series C Transfer Restricted Securities with respect to the first 90-day period immediately following the occurrence of such Registration Default, in an amount equal to $.05 per week per $1,000 principal amount of Series C Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues. The amount of the liquidated damages shall increase by an additional $.05 per week per $1,000 in principal amount of Series C Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of liquidated damages of $.25 per week per $1,000 principal amount of Series C Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay liquidated damages for more than one Registration Default at any given time. Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Series C Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.


All accrued liquidated damages shall be paid to the Global Note Holder by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Securities on each Damages Payment Date by wire transfer to the accounts specified by them or by mailing checks to their


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registered addresses if no such accounts have been specified. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Series C Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.


SECTION 6. REGISTRATION PROCEDURES


(a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all applicable provisions of Section 6(c) below, shall use their respective best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:


(i) If, following the date hereof there has been published a change in
Commission policy with respect to exchange offers such as the Exchange
Offer, such that in the reasonable opinion of counsel to the Company there
is a substantial question as to whether the Exchange Offer is permitted by
applicable federal law, the Company and the Guarantors hereby agree to seek
a no-action letter or other favorable decision from the Commission allowing
the Company and the Guarantors to Consummate an Exchange Offer for the
Series C Notes and Existing Notes. The Company and the Guarantors hereby
agree to pursue the issuance of such a decision to the Commission staff
level but shall not be required to take commercially unreasonable action to
effect a change of Commission policy. In connection with the foregoing, the
Company and the Guarantors hereby agree to take all such other reasonable
actions as are requested by the Commission or otherwise required in
connection with the issuance of such decision, including without limitation
(A) participating in telephonic conferences with the Commission, (B)
delivering to the Commission staff an analysis prepared by counsel to the
Company setting forth the legal bases, if any, upon which such counsel has
concluded that such an Exchange Offer should be permitted and (C) diligently
pursuing a resolution (which need not be favorable) by the Commission staff
of such submission.


(ii) As a condition to its participation in the Exchange Offer pursuant
to the terms of this Agreement, each Holder of Transfer Restricted
Securities shall furnish, upon the request of the Company, prior to the
Consummation of the Exchange Offer, a written representation to the Company
and the Guarantors (which may be contained in the letter of transmittal
contemplated by the Exchange Offer Registration Statement) to the effect
that (A) it is not an Affiliate of the Company, (B) it is not engaged in,
and does not intend to engage in, and has no arrangement or understanding
with any person to participate in, a distribution of the Series D Notes to
be issued in the Exchange Offer and (C) it is acquiring the Series D Notes
in its ordinary course of business. In addition, all such Holders of
Transfer Restricted Securities shall otherwise reasonably cooperate in the
Company's and the Guarantors' preparations for the Exchange Offer. Each
Holder hereby acknowledges and agrees that any Broker-Dealer and any such
Holder using the Exchange Offer to participate in a distribution of the
securities to be acquired in the Exchange Offer (1) could not under
Commission policy as in effect on the date of this Agreement rely on the
position of the Commission enunciated in Morgan Stanley and Co., Inc.
(available June 5, 1991) and Exxon Capital Holdings Corporation (available
May 13, 1988), as interpreted in the Commission's letter to Shearman &
Sterling dated July 2, 1993, and similar no-action letters (including, if
applicable, any no-action letter obtained pursuant to clause (i) above), and
(2) must comply with the registration and prospectus delivery requirements
of the Act in connection with a secondary resale transaction and that such a
secondary resale transaction must be covered by an effective registration
statement containing the selling security holder ...