Exhibit 10.6


 


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 Grandma’s Molasses business by
the Borrower or a Subsidiary of the Borrower (the “Grandma’s 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)                                  Section 8.15 of the Guarantee and
Collateral Agreement is hereby amended to replace the term “Borrower Revolving
Credit Obligations” in the first line thereof with the term “Borrower Credit
Obligations”.


 


2.                                       Conditions
to Effectiveness.  The effectiveness of all the amendments
contained in Section 1 of this Amendment are conditioned upon satisfaction of
the following conditions precedent prior to or on January 30, 2006 (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, the
Guarantors, the Administrative Agent and the Required Lenders;


 


(b)                                 each of the representations and
warranties in Section 3 below shall be true and correct in all material
respects on and as of the Amendment Effective Date; and


 


(c)                                  the Third Amendment shall have
become effective in accordance with its terms.


 


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3.                                       Representations
and Warranties.  The Borrower and each Guarantor represents
and warrants, as to itself, to the Administrative Agent and the Lenders as
follows:


 


(a)                                  Authority. 
The Borrower and each of the Guarantors has the corporate or other
organizational power and authority to execute and deliver this Amendment and to
perform its obligations hereunder and under the Guarantee and Collateral
Agreement (as amended hereby).  The
execution, delivery and performance by the Borrower and each of the Guarantors
of this Amendment and the Guarantee and Collateral Agreement (as amended
hereby) and the transactions contemplated hereby and thereby, 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 or the Guarantee and Collateral Agreement (as
amended hereby).


 


(b)                                 Enforceability. 
This Amendment has been duly executed and delivered on behalf of the
Borrower and each of the Guarantors that is party hereto.  Assuming the conditions precedent in Section
2 of this Amendment have been satisfied, each of this Amendment and the
Guarantee and Collateral Agreement (as amended hereby) (i) constitutes a legal,
valid and binding obligation of the Borrower and each Guarantor party hereto or
thereto, as applicable, enforceable against the Borrower and such Guarantor 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 this Amendment by the Borrower or
any of the Guarantors, as applicable, nor the performance by the Borrower or
the Guarantors of their respective obligations under this Amendment or the
Guarantee and Collateral 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 Guarantee and Collateral Agreement and the other
Loan Documents (other than any such representations and warranties that, by
their terms, are specifically made as of 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 this Amendment, nor the
consummation of the transactions contemplated hereby, nor the performance of
and compliance with the terms and provisions hereof or of the Guarantee and
Collateral Agreement (as amended hereby) by the Borrower or any Guarantor will,
at the time of such performance, (a) violate any Requirement of Law or any
material Contractual Obligation of the Borrower or any Guarantor, 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.


 


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


 


4.                                       Reference
to and Effect on the Loan Documents.  


 


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


 


(b)                                 Except as specifically amended by
this Amendment, the Guarantee and Collateral 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.


 


5.                                       Counterparts. 
This Amendment 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 by facsimile shall be effective as delivery of
a manually executed counterpart of this Amendment.


 


6.                                       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.


 


7.                                       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/ V. Paul
  Arzouian

  
	
   

  	
   

  	
  Name: V.
  Paul Arzouian

  
	
   

  	
   

  	
  Title:   Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  B&G
  FOODS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert
  C. Cantwell

  
	
   

  	
   

  	
  Name: Robert
  C. Cantwell

  
	
   

  	
   

  	
  Title:   Executive Vice President of Finance

  and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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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  LEHMAN
  COMMERCIAL PAPER INC.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ V. Paul
  Arzouian

  
	
   

  	
   

  	
  Name: V.
  Paul Arzouian

  
	
   

  	
   

  	
  Title:   Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK
  OF NEW YORK,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan M.
  Graham

  
	
   

  	
   

  	
  Name: Susan
  M. Graham

  
	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ROYAL
  BANK OF CANADA,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dustin
  Craven

  
	
   

  	
   

  	
  Name: Dustin
  Craven

  
	
   

  	
   

  	
  Title:   Attorney-in-Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF
  AMERICA, N.A., successor by merger to Fleet 

  National Bank, as a Lender

  
					



 


	
   

  	
  By:

  	
  /s/ Jana L.
  Baker

  
	
   

  	
   

  	
  Name: Jana
  L. Baker

  
	
   

  	
   

  	
  Title:  Vice President

  



 


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