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Second Amendment To The Term Loan Agreement

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EXHIBIT 10.11


SECOND AMENDMENT TO TERM LOAN AGREEMENT


SECOND AMENDMENT, dated as of March 5, 2002 (this "AMENDMENT"), to the Term Loan Agreement, dated as of March 15, 1999, as amended by the Amendment dated as of May 12, 2000 (such Term Loan Agreement, as amended, supplemented or otherwise modified from time to time, the "TERM LOAN 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 Term Loan 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 Lenders have agreed to amend, certain of the provisions of the Term Loan 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 Term Loan Agreement shall have such defined meanings when used herein unless otherwise defined herein.


2. AMENDMENT OF SECTION 1.1 (DEFINED TERMS). Section 1.1 of the Term Loan Agreement is hereby amended by deleting the definition of "Senior Subordinated Notes" in its entirety and inserting, in proper alphabetical order, the following defined terms and related definitions:


"'SENIOR SUBORDINATED NOTES': the collective reference to Senior
Subordinated Notes I and Senior Subordinated Notes II.


'SENIOR SUBORDINATED NOTES I': the subordinated notes of the Borrower
issued in 1997 pursuant to the Senior Subordinated Note Indenture in the
original aggregate principal amount of $120,000,000.


2


'SENIOR SUBORDINATED NOTES II': the subordinated notes of the Borrower
issued in 2002 pursuant to the Senior Subordinated Note Indenture in the
aggregate principal amount of $100,000,000."


3. AMENDMENT OF SECTION 2.7 (MANDATORY PREPAYMENTS AND COMMITMENT REDUCTIONS). Section 2.7(d) of the Term Loan Agreement is amended by adding at the end thereof immediately prior to the period at the end of the first sentence therein, the following:


"; PROVIDED that the Net Cash Proceeds of the Senior Subordinated
Notes II shall apply first to the Tranche A Term Loan Facility and
second to the Tranche B Term Loan Facility."


4. AMENDMENT OF SECTION 6.2 (LIMITATIONS ON INDEBTEDNESS). Section 6.2(g)(i) of the Term Loan Agreement is amended by replacing "$120,000,000" with "$220,000,000" and adding immediately after "220,000,000" and before the "and", the following:


"; PROVIDED that the Net Cash Proceeds of the Senior Subordinated
Notes II shall be applied as a mandatory prepayment in accordance with
Section 2.7(d)"


5. 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
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