Exhibit 10.1


Execution Copy


FOURTH AMENDMENT TO CREDIT AGREEMENT 

Dated as of May 19, 2006


This FOURTH
AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is among B&G FOODS, INC., a Delaware corporation
(the “Borrower”), 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 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); and


B.            The
Borrower has requested that the Lenders amend the Credit Agreement to permit
the Borrower to incur additional Indebtedness consisting of outstanding
Permitted Foreign Currency Letters of Credit.


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 Credit Agreement.  Subject to the satisfaction of the conditions
set forth in Section 3 hereof, Section 6.2(n) of the Credit Agreement is hereby
amended to replace the dollar amount “$1,000,000” with “$3,000,000”.


2.             Waiver.  Subject to the satisfaction of the conditions
set forth in Section 3 hereof, the requisite Lenders hereby waive any Default
or Event of Default directly arising from the issuance prior to the date hereof
of a Permitted Foreign Currency Letter of Credit, the Dollar Equivalent of
which exceeded $1,000,000.


3.             Conditions to Effectiveness.  The effectiveness of the amendments contained
in Section 1 of this Amendment and the waiver contained in Section 2 of this
Amendment are conditioned upon satisfaction of the following conditions
precedent (the date on which all such conditions precedent have been satisfied
being referred to herein as the “Amendment Effective Date”):


(a)           the
Administrative Agent shall have received counterparts of this Amendment signed
by each of the Borrower and the Administrative Agent and written authorization
to execute this Amendment from each of the Required Lenders;









 



 


(b)           the
Administrative Agent shall have received counterparts of the consent of the
Guarantors attached hereto as Annex I (the “Consent”) executed by each
of the Guarantors;


(c)           each of the
representations and warranties in Section 4 below shall be true and correct in
all material respects on and as of the Amendment Effective Date; and


(d)           the
Administrative Agent shall have received payment in immediately available funds
of all expenses incurred by the Administrative Agent (including, without
limitation, legal fees) that are then due and payable and reimbursable under
the Credit Agreement and for which invoices have been presented.


4.             Representations and Warranties.  The Borrower represents and warrants to the
Administrative Agent and the Lenders as follows:


(a)           Authority.  The Borrower has the corporate or other
organizational power and authority to execute and deliver this Amendment and to
perform its obligations hereunder and under the Credit Agreement (as amended
hereby).  Each of the Guarantors has the
corporate or other organizational power and authority to execute and deliver
the Consent and to perform its obligations thereunder.  The execution, delivery and performance (i)
by the Borrower of this Amendment and the Credit Agreement (as amended hereby)
and the consummation by the Borrower of 
the transactions contemplated hereby and thereby and (ii) by the
Guarantors of the Consent, in each case, have been duly authorized by all
necessary corporate or other organizational action of such Person.  Other than any required disclosure filings
with the Securities and Exchange Commission, no material consent or
authorization of, filing with, notice to, or other act by or in respect of, any
Governmental Authority or any other Person is required in connection with the
execution, delivery, performance, validity or enforceability of this Amendment,
the Credit Agreement (as amended hereby) or the Consent.


(b)           Enforceability.  Each of the Consent and this Amendment has
been duly executed and delivered on behalf of each Loan Party that is party
thereto or hereto.  Assuming the
conditions precedent in Section 3 of this Amendment have been satisfied, each
of the Consent, this Amendment and the Credit Agreement (as amended hereby) (i)
constitutes a legal, valid and binding obligation of each Loan Party that is
party hereto or thereto, as applicable, enforceable against such Loan Party in
accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors’ rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law) and (ii) is in full force and effect. 
Neither the execution or delivery of the Consent or this Amendment by
the Borrower or any of the Guarantors, as applicable, or the performance by the
Borrower or the Guarantors of their respective obligations under the Consent,
this Amendment or the Credit Agreement (as amended hereby), will adversely affect
the validity, perfection or priority of the Administrative Agent’s Lien (for
the ratable benefit of Secured Parties) on any of the Collateral or its ability
to realize thereon.


(c)           Representations
and Warranties.  After giving effect
to this Amendment, the representations and warranties contained in the Credit
Agreement and the other Loan Documents (other than any such representations and
warranties that, by their terms, are specifically made as of



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a date other than the date hereof) are true and correct
in all material respects on and as of the date hereof as though made on and as
of the date hereof.


(d)           No
Conflicts.  Neither the execution and
delivery of the Consent or this Amendment, nor the consummation of the
transactions contemplated hereby and thereby, nor the performance of and
compliance with the terms and provisions hereof, thereof or of the Credit
Agreement (as amended hereby) by any Loan Party will, at the time of such
performance, (a) violate any Requirement of Law or any material Contractual
Obligation of any Loan Party, except for any such violation that could not
reasonably be expected to have a Material Adverse Effect or (b) result in, or
require, the creation or imposition of any Lien (other than Liens created by or
otherwise permitted by the Loan Documents) on any of their respective
properties pursuant to any Requirement of Law or any such Contractual
Obligation.


(e)           No Default.  After giving effect to this Amendment, no
event has occurred and is continuing that constitutes a Default or Event of
Default.


5.             Reference to and Effect on the Loan
Documents.  


(a)           Upon and
after the effectiveness of this Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import
referring to the Credit Agreement, and each reference in the other Loan
Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement as amended hereby.  This
Amendment is a Loan Document.


(b)           Except as
specifically amended by this Amendment, the Credit Agreement and the other Loan
Documents are and shall continue to be in full force and effect and are hereby
in all respects ratified and confirmed. 
Without limiting the generality of the foregoing, the Security Documents
and all of the Collateral described therein do and shall continue to secure the
payment of all Obligations under and as defined therein, in each case as
modified hereby.


(c)           The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Secured Party under any of the Loan Documents, or, except as expressly
provided herein, constitute a waiver or amendment of any provision of any of
the Loan Documents.


6.             Counterparts.  This Amendment and the Consent may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.  Delivery of an executed
counterpart of a signature page to this Amendment or the Consent by facsimile
shall be effective as delivery of a manually executed counterpart of this
Amendment or Consent, as the case may be.


7.             Severability.  Any provision of this Amendment that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



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8.             Governing Law.  This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.


[Signature pages follow]



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IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first written
above.


	
  

  	
  LEHMAN COMMERCIAL PAPER INC.,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ritam Bhalla

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ritam Bhalla

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B&G FOODS, INC.,

  
	
   

  	
  as Borrower

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert C. Cantwell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert C. Cantwell

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President of Finance 

  and Chief Financial Officer

  
					



 



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ANNEX I


CONSENT OF GUARANTORS


Each of the undersigned is a Guarantor of the
Obligations of the Borrower under the Credit Agreement and hereby
(a) consents to the foregoing Amendment, (b) acknowledges that
notwithstanding the execution and delivery of the foregoing Amendment, the
obligations of each of the undersigned Guarantors are not impaired or affected
and all guaranties given to the holders of Obligations (including, without
limitation, the Obligations after giving effect to the foregoing Amendment) and
all Liens granted as security for the Obligations continue in full force and
effect, and (c) confirms and ratifies its obligations under the Guarantee
and Collateral Agreement and each other Loan Document executed by it.  Capitalized terms used herein without
definition shall have the meanings given to such terms in the Amendment to
which this Consent is attached or in the Credit Agreement referred to therein,
as applicable.


IN WITNESS WHEREOF, each of the undersigned has
executed and delivered this Consent of Guarantors as of May 19, 2006.


 


	
  

  	
  BGH HOLDINGS, INC.

  
	
   

  	
  BLOCH &
  GUGGENHEIMER, INC.

  
	
   

  	
  POLANER, INC.

  
	
   

  	
  MAPLE GROVE
  FARMS OF VERMONT, INC.

  
	
   

  	
  HERITAGE
  ACQUISITION CORP.

  
	
   

  	
  ORTEGA HOLDINGS
  INC.

  
	
   

  	
  WILLIAM
  UNDERWOOD COMPANY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert C.
  Cantwell

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert C. Cantwell

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Authorized Officer

  	
   

  	
   

  



 


 



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