Amendment To Revolving Credit Agreement

AMENDMENT TO REVOLVING CREDIT AGREEMENT


AMENDMENT, dated as of May __, 2000 (this "Amendment"), to the Revolving Credit Agreement, dated as of March 15, 1999 (such 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 advisor, lead arranger and book manager (in such capacity, the "Arranger"), THE BANK OF NEW YORK, as documentation agent (in such capacity, the "Documentation Agent"), HELLER FINANCIAL, INC., as co-documentation agent (in such capacity, the "Co-Documentation Agent"), LEHMAN COMMERCIAL PAPER INC., 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, Holdings and the Borrower have requested that the Lenders amend, and the Required Lenders have agreed to amend, certain of the provisions of the Revolving Credit Agreement, upon the terms and subject to the conditions set forth below;


NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, and for other valuable consideration the receipt of which is hereby acknowledged, Holdings, the Borrower, the Lenders and the Administrative Agent hereby agree as follows:


1. Definitions. All terms defined in the Revolving Credit Agreement shall have such defined meanings when used herein unless otherwise defined herein.


2. Amendment to Annex A (Pricing Grid). Annex A is hereby amended by deleting it in its entirety and inserting in its place Annex A attached hereto.


3. Amendment of Section 1.1 (Defined Terms).


(a) Section 1.1 of the Revolving Credit Agreement is hereby amended by deleting the definitions of "Applicable Margin" and "Consolidated Fixed Charge Coverage Ratio" in their entirety and inserting, in proper alphabetical order, the following defined terms and related definitions:


"`Applicable Margin': for each Type of Loan, the rate per annum
determined pursuant to the Pricing Grid.


`Consolidated Fixed Charge Coverage Ratio': for any period, the ratio
of (a) Consolidated EBITDA of the Borrower and its Subsidiaries for such
period minus the aggregate amount actually paid by the Borrower and its
Subsidiaries in cash during such period on account of Capital Expenditures
plus the aggregate amount of Equity Proceeds received by Holdings, and
contributed by Holdings in cash to the capital of the Borrower, during such
period for use for the Borrower's general working capital purposes in the
ordinary course of business to (b) Consolidated Fixed Charges for such
period.


`Equity Proceeds': cash proceeds received by Holdings from the issuance
and sale to Permitted Investors of common stock of Holdings, or preferred
stock of Holdings which is not mandatorily redeemable, and on which no cash
dividends are payable, in each case prior to the date which is one year
after the final maturity date of the Term Loans; provided, that any such
proceeds received in connection with any Permitted Acquisition or used to
finance, in whole or in part, any Permitted Acquisition shall not constitute
`Equity Proceeds'."


(b) Section 1.1 of the Revolving Credit Agreement is hereby further amended by deleting paragraph (b) of the definition of "Permitted Acquisition" in its entirety and inserting in its place the following:


"(b) (i) 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, and (ii) if such
acquisition occurs prior to the end of FQ1 2003, then, unless such
acquisition is funded wholly with the proceeds of common stock of
Holdings issued to Permitted Investors, the Consolidated Leverage Ratio
and the Consolidated Senior Leverage Ratio as of the last day of the
fiscal quarter most recently ended on or prior to the date of such
acquisition shall be less than or equal to the amounts applicable to
such fiscal quarter pursuant to the chart set forth below, in each case
after giving pro forma effect to such acquisition as if it had occurred
on the first day of the period of four consecutive fiscal quarters
ended with the fiscal quarter most recently ended on or prior to the
date of such acquisition:


Consolidated Consolidated
Fiscal Quarter Leverage Ratio Senior Leverage Ratio
-------------- -------------- ---------------------


FQ2 2000 6.00 3.75
FQ3 2000 6.00 3.75
FQ4 2000 5.75 3.50
FQ1 2001 5.75 3.50
FQ2 2001 5.50 3.50
FQ3 2001 5.50 3.25
FQ4 2001 5.50 3.25
FQ1 2002 5.50 3.25
FQ2 2002 5.50 3.25
FQ3 2002 5.50 3.25
FQ4 2002 5.50 3.25"


2


(c) Section 1.1 of the Revolving Credit Agreement is hereby further amended by deleting paragraph (d) of the definition of "Permitted Acquisition" in its entirety and inserting in its place the following:


"(d) the aggregate consideration for such acquisition shall not
exceed (i) $20,000,000 if such acquisition is consummated in FY 2000,
(ii) $30,000,000 if such acquisition is consummated in FY 2001, and
(iii) $40,000,000 if such acquisition is consummated thereafter;
provided, that the foregoing restrictions in this paragraph (d) shall
not be applicable to any acquisition if the Consolidated Leverage Ratio
would be less than or equal to 5.5 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;"


4. Amendment of Section 2.7 (Mandatory Prepayments and Commitment Reductions). Section 2.7 of the Revolving Credit Agreement is amended by inserting the following after the period in paragraph (b):


"Notwithstanding the foregoing, with respect to any Asset Sale consummated
before the last day of FQ1 2003, the Borrower shall not be permitted to
submit a Reinvestment Notice in respect thereof but, instead, shall be
required to apply the Net Cash Proceeds thereof immediately upon receipt
thereof, first, toward prepayment of the Term Loans and, second, after
prepayment in full of the Term Loans, toward reduction of the Revolving
Credit Commitments, unless, after giving pro forma effect to such Asset
Sale (but not to the use of the proceeds thereof) as if such Asset Sale had
occurred on the first day of the period of four consecutive fiscal quarters
most recently ended on or prior to the date of such Asset Sale, the
Consolidated Leverage Ratio and the Consolidated Senior Leverage Ratio as
of the last day of the fiscal quarter most recently ended on or prior to
the date of such Asset Sale shall be less than or equal to the amounts
applicable to such fiscal quarter pursuant to the chart set forth in
paragraph (b) of the definition of "Permitted Acquisition" in Section 1.1."


5. Amendment of Section 6.1 (Financial Condition Covenants). Section 6.1 of the Revolving Credit Agreement is amended by deleting paragraphs (a), (b) and (c) of such Section in their ...