First Amendment To Guarantee And Collateral Agreement

FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT
Dated as of January 10, 2006





This FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT (this " Amendment ") is among B&G FOODS, INC. , a Delaware corporation (the " Borrower "), certain subsidiaries of the Borrower signatories hereto (the " Guarantors "), the several banks and other financial institutions or entities from time to time party to the Credit Agreement as lenders (the " Lenders "), and LEHMAN COMMERCIAL PAPER INC. , as administrative agent for the Lenders (in such capacity, the " Administrative Agent ").





PRELIMINARY STATEMENTS:





A. The Borrower, the Lenders, the Administrative Agent and Lehman Brothers Inc., as Arranger, The Bank of New York, as Documentation Agent, and Bank of America, N.A., successor by merger to Fleet National Bank, as Syndication Agent, entered into a Revolving Credit Agreement, dated as of October 14, 2004, as amended by the First Amendment dated as of March 30, 2005, the Second Amendment dated as of September 9, 2005 and the Third Amendment dated as of December 22, 2005 (such Third Amendment, the " Third Amendment " and such Revolving Credit Agreement as so amended prior to the date hereof and together with all Annexes, Exhibits and Schedules thereto, the " Credit Agreement " capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement or, if not defined therein, in the Guarantee and Collateral Agreement referred to below);





B. The Borrower requested that the Lenders amend the Credit Agreement in connection with the contemplated purchase of certain assets of the Grandma92s Molasses business by the Borrower or a Subsidiary of the Borrower (the " Grandma92s Acquisition ") to, among other things, provide for a term loan in an aggregate principal amount of $25,000,000 and reduce the Total Revolving Credit Commitment to $25,000,000, and the Lenders agreed to such proposed amendments, subject to the other terms and conditions contained in the Third Amendment; and





C. In connection with the Third Amendment, the parties hereto have agreed to amend the Guarantee and Collateral Agreement, dated as of October 14, 2004, made by the Borrower and the Guarantors in favor of the Administrative Agent (together with all Annexes, Exhibits and Schedules thereto, the " Guarantee and Collateral Agreement ") as set forth herein.





NOW, THEREFORE , in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:





1. Amendments to Guarantee and Collateral Agreement . Subject to the satisfaction of the conditions set forth in Section 2 hereof, the Guarantee and Collateral Agreement is amended as follows:





(a) The definition of "Borrower Obligations" in Section 1.1 of the Guarantee and Collateral Agreement is hereby amended to replace the term "Borrower Revolving Credit Obligations" with the term "Borrower Credit Obligations" in each place such term appears therein.








(b) The definition of "Borrower Revolving Credit Obligations" in Section 1.1 of the Guarantee and Collateral Agreement is hereby amended and restated so it reads as follows:





" Borrower Credit Obligations ": the collective reference to the unpaid principal of and interest on the Term Loans, Revolving Credit Loans, Swing Line Loans and Reimbursement Obligations and all other obligations and liabilities of the Borrower (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Term Loans, Revolving Credit Loans, Swing Line Loans and Reimbursement Obligations and interest accruing at the then applicable rate provided in the Credit Agreement 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) to the Administrative Agent, any Term Loan Lender or any Revolving Credit Lender, 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, the Credit Agreement, the other Loan Documents referred to in the Credit Agreement, any Letter of Credit or any other document made, delivered or given in connection therewith, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent, the Term Loan Lenders or the Revolving Credit Lenders that are required to be paid by the Borrower pursuant to the terms of any of the foregoing agreements).



(c) ...