Revolving Credit Agreement

EXECUTION COPY


FIRST AMENDMENT TO AMENDED AND RESTATED

REVOLVING CREDIT AGREEMENT

FIRST AMENDMENT, dated as of September 9, 2003 (this " Amendment "), to the Amended and Restated Revolving Credit Agreement, dated as of August 21, 2003 (such Amended and Restated Revolving Credit Agreement, as amended, supplemented or otherwise modified from time to time, the " Revolving Credit Agreement "), among B&G FOODS HOLDINGS CORP., a Delaware corporation (" Holdings "), B&G FOODS, INC., a Delaware corporation (the " Borrower "), the several banks and other financial institutions or entities from time to time parties to the Revolving Credit Agreement (the " Lenders "), LEHMAN BROTHERS INC., as arranger (the " Arranger "), LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the " Administrative Agent "), and THE BANK OF NEW YORK, as the Existing Issuing Lender.

W I T N E S S E T H :

WHEREAS, Holdings, the Borrower, the Arranger, the Administrative Agent,

The Bank of New York, as Existing Issuing Lender, and Lehman Commercial Paper Inc., as the Lender, are parties on the date hereof to the Revolving Credit Agreement; and

WHEREAS, the parties hereto wish to amend the Revolving Credit Agreement, and thereafter certain additional banks and financial institutions will become Lenders under the Revolving Credit Agreement as Assignees pursuant to Section 9.6(c) of the Revolving Credit Agreement;

NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, and for other valuable consideration the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. Definitions . All defined terms used herein shall have the meanings set forth in the Revolving Credit Agreement unless otherwise defined herein. 2. Amendment and Restatement of Revolving Credit Agreement . The Revolving Credit Agreement is hereby amended and restated in its entirety in the form attached hereto as Exhibit A.

3. Other Agents . The following institutions are hereby appointed as Other Agents, and each such institution hereby accepts such appointment:

Institution

Title

The Bank of New York

Co-Documentation Agent

CIT Lending Services Corporation

Co-Documentation Agent

Fleet National Bank

Syndication Agent 4. Representations; No Default . On and as of the date hereof, and after giving effect to this Amendment, (i) each of Holdings and the Borrower certifies that no Default or Event of Default has occurred or is continuing, and (ii) each of Holdings and the Borrower confirms, reaffirms and restates that the representations and warranties set forth in Section 3 of the Revolving Credit Agreement and in the other Loan Documents are true and correct in all material respects, provided that the references to the Revolving Credit Agreement therein shall be deemed to be references to this Amendment and to the Revolving Credit Agreement as amended by this Amendment. 5. Conditions to Effectiveness . This Amendment shall become effective on and as of the date that: (a) the Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered by a duly authorized officer of each of the parties named on the signature pages hereof; and (b) the Administrative Agent shall have received an executed Acknowledgment and Consent, in the form set forth at the end of this Amendment, from each Loan Party other than the Borrower and Holdings. 6. Limited Amendment . This Amendment shall not be deemed to be a waiver of, or consent to, or a modification or amendment of, any term or condition of any other Loan Document or to prejudice any other right or rights which the Lenders may now have or may have in the future under or in connection with the Revolving Credit Agreement or any of the instruments or agreements referred to therein, as the same may be amended from time to time. 7. Counterparts . This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 8. GOVERNING LAW . THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first above written. B&G FOODS HOLDINGS CORP. By: /s/ R. Cantwell Name: R. Cantwell Title: B&G FOODS, INC. By: /s/ R. Cantwell Name: R. Cantwell Title: LEHMAN BROTHERS INC., as Arranger By: /s/ Francis Chang Name: Francis Chang Title: Vice President LEHMAN COMMERCIAL PAPER INC., as Administrative Agent and Lender By: /s/ Francis Chang Name: Francis Chang Title: Vice President THE BANK OF NEW YORK, as Co-Documentation Agent By: /s/ Frank S. Bridges Name: Frank S. Bridges Title: Vice President

CIT LENDING SERVICES CORPORATION, as Co-Documentation Agent By: /s/ John P. Sirico, II Name: John P. Sirico, II Title: Vice President FLEET NATIONAL BANK, as Syndication Agent By: /s/ Catherine E. Garrity Name: Catherine E. Garrity Title: Senior Vice President


ACKNOWLEDGMENT AND CONSENT

Each of the undersigned parties to the Amended and Restated Guarantee and Collateral Agreement, dated as of August 21, 2003 and as amended, supplemented or otherwise modified from time to time, made by the undersigned in favor of Lehman Commercial Paper Inc., as Administrative Agent, for the benefit of the Lenders, hereby (a) consents to the actions contemplated by the First Amendment to the Amended and Restated Term Loan Agreement, (b) consents to the actions contemplated by the First Amendment to the Amended and Restated Revolving Credit Agreement and (c) acknowledges and agrees that the guarantees and grants of security interests contained in the Guarantee and Collateral Agreement and in the other Security Documents are, and shall remain, in full force and effect after giving effect to such First Amendments and all prior modifications to the Term Loan Agreement and the Revolving Credit Agreement. BGH HOLDINGS INC. By: /s/ R. Cantwell Title: BLOCH & GUGGENHEIMER, INC. By: /s/ R. Cantwell Title: POLANER, INC. By: /s/ R. Cantwell Title: TRAPPEY'S FINE FOODS, INC. By: /s/ R. Cantwell Title: MAPLE GROVE FARMS OF VERMONT, INC. By: /s/ R. Cantwell Title:

HERITAGE ACQUISITION CORP. By: /s/ R. Cantwell Title: WILLIAM UNDERWOOD COMPANY By: /s/ R. Cantwell Title: ORTEGA HOLDINGS INC. F/K/A O BRAND ACQUISITION CORP. By: /s/ R. Cantwell Title: LES PRODUITS ALIMENTAIRES JACQUES ET FILS INC. By: /s/ R. Cantrell Title:


EXECUTION COPY


$50,000,000

AMENDED AND RESTATED

REVOLVING CREDIT AGREEMENT

among

B&G FOODS HOLDINGS CORP.

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 Co-Documentation Agent
and Existing Issuing Lender

CIT LENDING SERVICES CORPORATION,
as Co-Documentation Agent

FLEET NATIONAL BANK,
as Syndication Agent

And

LEHMAN COMMERCIAL PAPER INC.,
as Administrative Agent

Dated as of August 21, 2003


TABLE OF CONTENTS

Page

SECTION 1. DEFINITIONS 1

1.1 Defined Terms

1

1.2 Other Definitional Provisions

24

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS; LETTERS OF CREDIT

25

2.1 Revolving Credit Commitments; Swing Line Commitment

25

2.2 Procedure for Borrowing; Swing Line Loans; Refunding of Swing Line Loans

26

2.3 Repayment of Loans; Evidence of Debt

28

2.4 Commitment Fees, etc

28

2.5 Termination or Reduction of Revolving Credit Commitments

29

2.6 Optional Prepayments

29

2.7 Mandatory Prepayments

29

2.8 Conversion and Continuation Options

31

2.9 Minimum Amounts and Maximum Number of Eurodollar Tranches

31

2.10 Interest Rates and Payment Dates

31

2.11 Computation of Interest and Fees

32

2.12 Inability to Determine Interest Rate

32

2.13 Pro Rata Treatment and Payments

33

2.14 Requirements of Law

34

2.15 Taxes

35

2.16 Indemnity

37

2.17 Illegality

38

2.18 Change of Lending Office

38

2.19 Substitution of Lenders

38

2.20 L/C Commitment

39

2.21 Procedure for Issuance of Letter of Credit

39

2.22 Fees and Other Charges

40

2.23 L/C Participations

40

2.24 Reimbursement Obligation of the Borrower

41

2.25 Obligations Absolute

42

2.26 Letter of Credit Payments

42

2.27 Applications

43

SECTION 3. REPRESENTATIONS AND WARRANTIES

43 i

Page


3.1 Financial Condition

43

3.2 No Change

44

3.3 Corporate Existence; Compliance with Law

44

3.4 Corporate Power; Authorization; Enforceable Obligations

44

3.5 No Legal Bar

45

3.6 No Material Litigation

45

3.7 No Default

45

3.8 Ownership of Property; Liens

45

3.9 Intellectual Property

46

3.10 Taxes

46

3.11 Federal Regulations

46

3.12 Labor Matters

46

3.13 ERISA

47

3.14 Investment Company Act; Other Regulations

47

3.15 Subsidiaries

47

3.16 Use of Proceeds

47

3.17 Environmental Matters

48

3.18 Accuracy of Information, etc

49

3.19 Security Documents

49

3.20 Solvency

50

3.21 Senior Indebtedness

50

3.22 Regulation H

50

SECTION 4. CONDITIONS PRECEDENT

50

4.1 Conditions to Initial Extension of Credit

50

4.2 Conditions to Each Extension of Credit

54

SECTION 5. AFFIRMATIVE COVENANTS

55

5.1 Financial Statements

55

5.2 Certificates; Other Information

56

5.3 Payment of Obligations

57

5.4 Conduct of Business and Maintenance of Existence, etc

57

5.5 Maintenance of Property; Insurance

58

5.6 Inspection of Property; Books and Records; Discussions

58

5.7 Notices

58

5.8 Environmental Laws

59

5.9 Interest Rate Protection

59

5.10 Additional Collateral, etc

59

5.11 Further Assurances

61 ii

Page


5.12 Post-Closing Action

61

SECTION 6. NEGATIVE COVENANTS

62

6.1 Financial Condition Covenants

62

6.2 Limitation on Indebtedness

64

6.3 Limitation on Liens

65

6.4 Limitation on Fundamental Changes

67

6.5 Limitation on Disposition of Property

67

6.6 Limitation on Restricted Payments

68

6.7 Limitation on Capital Expenditures

68

6.8 Limitation on Investments

69

6.9 Limitation on Optional Payments and Modifications of Debt Instruments, etc

69

6.10 Limitation on Transactions with Affiliates

70

6.11 Limitation on Sales and Leasebacks

70

6.12 Limitation on Changes in Fiscal Periods

70

6.13 Limitation on Negative Pledge Clauses

70

6.14 Limitation on Lines of Business

70

6.15 Limitation on Amendments to Acquisition Documentation

71

6.16 Limitation on Activities of Holdings

71

6.17 Limitation on Withdrawal of Reinvestment Deferred Amount

71

6.18 Limitation on Subsidiaries

72

SECTION 7. EVENTS OF DEFAULT

72

SECTION 8. THE ADMINISTRATIVE AGENT; THE ARRANGER; THE OTHER AGENTS

75

8.1 Appointment

75

8.2 Delegation of Duties

75

8.3 Exculpatory Provisions

75

8.4 Reliance by Administrative Agent

76

8.5 Notice of Default

76

8.6 Non-Reliance on Administrative Agent and Other Lenders

77

8.7 Indemnification

77

8.8 Administrative Agent in Its Individual Capacity

78

8.9 Successor Administrative Agent

78

8.10 Authorization to Release Liens; Other Actions Relating to Security Documents

79

8.11 The Arranger; the Other Agents

79 iii SECTION 9. MISCELLANEOUS 79

Page


9.1 Amendments and Waivers

79

9.2 Notices

81

9.3 No Waiver; Cumulative Remedies

82

9.4 Survival of Representations and Warranties

82

9.5 Payment of Expenses

82

9.6 Successors and Assigns; Participations and Assignments

83

9.7 Adjustments; Set-off

87

9.8 Counterparts

87

9.9 Severability

87

9.10 Integration

88

9.11 GOVERNING LAW

88

9.12 Submission To Jurisdiction; Waivers

88

9.13 Acknowledgments

88

9.14 Confidentiality

89

9.15 Release of Collateral Security and Guarantee Obligations

90

9.16 Accounting Changes

90

9.17 Delivery of Lender Addenda

90

9.18 WAIVERS OF JURY TRIAL

90

9.19 Effect of Amendment and Restatement of the Existing Revolving Credit Agreement

90

iv

ANNEXES:

A

Pricing Grid

B

Existing Letters of Credit

SCHEDULES:

1.1

Mortgaged Property

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

3.19(b)

Mortgage Filing Jurisdictions

6.2(d)

Existing Indebtedness

6.3(f)

Existing Liens

EXHIBITS:

A

Form of Amended and Restated Guarantee and Collateral Agreement

B

Form of Compliance Certificate

C

Form of Closing Certificate

D

Form of Mortgage

E

Form of Assignment and Acceptance

F-1

Form of Legal Opinion of Dechert LLP

F-2

Form of Legal Opinion of Local Counsel

G-1

Form of Revolving Credit Note

G-2

Form of Swing Line Note

H

Form of Exemption Certificate

I

Form of Lender Addendum v


AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of August 21, 2003, among B&G FOODS HOLDINGS CORP., a Delaware corporation (" Holdings "), 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 "), LEHMAN COMMERCIAL PAPER INC., as Administrative Agent (in such capacity, the " Administrative Agent ") and the Other Agents.

W I T N E S S E T H :

WHEREAS, Holdings and the Borrower entered into the Revolving Credit Agreement, dated as of March 15, 1999 (as amended through the date hereof, the " Existing Revolving Credit Agreement "), with the several banks and other financial institutions or entities parties thereto and the Administrative Agent;

WHEREAS, the parties hereto have agreed to amend and restate the Existing Revolving Credit Agreement as provided in this Agreement, which Agreement shall become effective upon the satisfaction of certain conditions precedent set forth in Section 4.1 hereof; and

WHEREAS, it is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Existing Revolving Credit Agreement and which remain outstanding or evidence repayment of any of such obligations and liabilities and that this Agreement amend and restate in its entirety the Existing Revolving Credit Agreement and re-evidence the obligations of Holdings and the Borrower outstanding thereunder;

NOW, THEREFORE, in consideration of the above premises, the parties hereto hereby agree that on the Amendment/Restatement Effective Date (as defined below) the Existing Revolving Credit Agreement shall be amended and restated in its entirety 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 Assets ": the Purchased Assets (as defined in the Acquisition Agreement).

" Acquired Property ": as defined in the definition of Consolidated EBITDA.

" Acquisition ": the acquisition by the Buyer of the Acquired Assets pursuant to the Acquisition Agreements.

" Acquisition Agreements ": collectively, the Asset Purchase Agreement and the Intellectual Property Purchase Agreement.

" Acquisition Documentation ": collectively, the Acquisition Agreements and all schedules, exhibits, annexes and amendments thereto and all side letters and agreements

affecting the terms thereof or entered into in connection therewith, in each case, as amended, supplemented or otherwise modified from time to time.

" 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 (a) until the Amendment/Restatement Effective Date, the amount of such Lender's Revolving Credit Commitment at such time and (b) thereafter, 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.

" 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 Amended and Restated Revolving Credit Agreement, as amended, supplemented or otherwise modified from time to time.

" Amendment/Restatement Effective Date ": the date on which the conditions precedent set forth in Section 4.1 shall have been satisfied, which date shall be not later than September 30, 2003.

" Applicable Margin ": as set forth in 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. 2


" Asset Purchase Agreement ": the Asset Purchase Agreement, dated as of July 29, 2003, as amended by letter agreement dated July 30, 2003, among Nestle9 Prepared Foods Company, the Buyer and the Borrower.

" Asset Sale ": any Disposition of Property or series of related Dispositions of Property (excluding any such Disposition permitted by clause (a), (b), (c) or (d) of Section 6.5) which yields gross proceeds to Holdings, the Borrower or any of its Subsidiaries (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $1,000,000.

" 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).

" 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.

" Base Rate ": for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1 percent) 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 one-half of 1 percent. 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.

" Benefitted 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. 3


" 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.

" Buyer ": O Brand Acquisition Corp., a Delaware corporation and a Subsidiary of the Borrower.

" 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, 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.

" 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 4

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.

" Code ": the Internal Revenue Code of 1986, as amended from time to time.

" Co-Documentation Agent ": each of The Bank of New York and CIT Lending Services Corporation, in the capacity of co-documentation agent hereunder.

" 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 ": .50% per annum.

" Commonly Controlled Entity ": an entity, whether or not incorporated, whic ...