Exhibit 10.2


 


Execution Copy


 


THIRD AMENDMENT TO REVOLVING
CREDIT AGREEMENT 

Dated as of December 22, 2005


 


This THIRD AMENDMENT TO REVOLVING 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 and by the Second Amendment dated as of September 9,
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 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 have agreed to such proposed amendments, subject to the other terms and
conditions contained 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 Credit Agreement.  Subject to the satisfaction of the conditions
set forth in Section 2 hereof, the Credit Agreement is amended as follows:


 


(a)                                  Section 1.1
of the Credit Agreement is hereby amended by inserting the following new
definitions in the appropriate alphabetical position:


 


                                                “Commitment”:  with respect to any Lender, the sum of the
Term Loan Commitment and the Revolving Credit Commitment of such Lender.


 


“Facility”:  each of (a) the Term Loan Commitments
and the Term Loans made thereunder (the “Term Loan Facility”) and (b) the
Revolving Credit Commitments and the extensions of credit made thereunder (the “Revolving
Credit Facility”).


 


                                                “Majority Facility Lenders”:  with respect to the Term Loan Facility, the
holders of more than 50% of the aggregate unpaid principal amount of the Term
Loans outstanding and with respect to the Revolving Credit Facility, prior to
any termination of


 





















 


the Revolving Credit Commitments, the holders
of more than 50% of the Total Revolving Credit Commitments and thereafter, of
the Total Revolving Extensions of Credit.


 


“Molasses Acquisition”:  the acquisition by the Borrower or a
Subsidiary of the Borrower of certain assets of the Grandma’s Molasses
business.


 


“Revolving Credit
Facility”:  as defined in the
definition of “Facility” in this Section 1.1.


 


“Revolving Credit Lender”:  each Lender that has a Revolving Credit
Commitment or that is the holder of Revolving Credit Loans.


 


“Term Loan”:  as defined in Section 2.1.


 


“Term Loan Commitment”:  as to any Term Loan Lender, the obligation of
such Lender, if any, to make a Term Loan to the Borrower hereunder in a
principal amount not to exceed the amount set forth under the heading “Term
Loan Commitment” opposite such Lender’s name on Schedule 1 to the Lender
Addendum delivered by such Lender, or, as the case may be, in the Assignment
and Acceptance pursuant to which such Lender became a party hereto, as the same
may be changed from time to time pursuant to the terms hereof.  The original aggregate amount of the Term
Loan Commitments is $25,000,000.


 


“Term Loan Facility”:  as defined in the definition of “Facility” in
this Section 1.1.


 


“Term Loan Lender”:  each Lender that has a Term Loan Commitment
or is the holder of a Term Loan.


 


“Term Loan Percentage”:  as to any Term Loan Lender at any time, the
percentage which such  Lender’s undrawn
Term Loan Commitment then constitutes of the aggregate undrawn Term Loan
Commitments or, at any time after the Third Amendment Effective Date, the
percentage which the aggregate principal amount of such Lender’s Term Loans
then outstanding constitutes of the aggregate principal amount of the Term
Loans then outstanding.


 


“Third Amendment”:  The Third Amendment to this Agreement dated
as of December 22, 2005.


 


“Third Amendment Effective Date”:  the Amendment Effective Date as defined in
the Third Amendment.


 


(b)                                 The
definition of “Aggregate Exposure” contained in Section 1.1 of the Credit
Agreement is hereby amended and restated so it reads as follows:


 


“Aggregate Exposure”:  with respect to any Lender at any time, an
amount equal to (a) until the Closing Date, the aggregate amount of such
Lender’s Commitments at such time and (b) thereafter, the sum of (i) the
aggregate then unpaid principal amount of such Lender’s Term Loans and (ii) the
amount of such Lender’s Revolving Credit Commitment then in effect or, if the
Revolving Credit


 


2





















 


Commitments
have been terminated, the amount of such Lender’s Revolving Extensions of
Credit then outstanding.


 


(c)                                  The
definition of “Applicable Margin” contained in Section 1.1 of the Credit
Agreement is hereby amended and restated so it reads as follows:


 


“Applicable Margin”: (a) with
respect to the Revolving Credit Loans, 2.00% in the case of Base Rate Loans and
3.00% in the case of Eurodollar Loans, provided that after the first Adjustment
Date occurring after the completion of two fiscal quarters of the Borrower
after the Closing Date, the Applicable Margin will be determined pursuant to
the Pricing Grid and (b) with respect to the Term Loans, 1.75% in the case
of Base Rate Loans and 2.75% in the case of Eurodollar Loans.


 


(d)                                 The
definition of “Available Revolving Credit Commitment” contained in Section 1.1
of the Credit Agreement is hereby amended by replacing the reference to “Section 2.4(a)”
with a reference to “Section 2.7(a)”.


 


(e)                                  The
definition of “Conduit Financing Arrangement” contained in Section 1.1 of
the Credit Agreement is hereby amended by replacing the reference to “Section 2.14(d)”
with a reference to “Section 2.17(d)”.


 


(f)                                    The
definition of “Conduit Lender” contained in Section 1.1 of the Credit
Agreement is hereby amended by replacing the reference to “Section 2.14(d)”
with a reference to “Section 2.17(d)”.


 


(g)                                 The
definition of “Eurodollar Loans” contained in Section 1.1 of the Credit
Agreement is hereby amended and restated so it reads as follows:


 


“Eurodollar Loans”:
Revolving Credit Loans and Term Loans the rate of interest applicable to which
is based upon the Eurodollar Rate”.


 


(h)                                 Clause (b)(ii) of
the definition of “Interest Period” contained in Section 1.1 of the Credit
Agreement is hereby amended and restated so it reads as follows:


 


“(ii) any Interest
Period that would otherwise extend beyond the Revolving Credit Termination Date
or beyond the date final payment is due on the Term Loans, as the case may be,
shall end on the Revolving Credit Termination Date or such due date, as
applicable; and”


 


(i)                                     The
definition of “Revolving Credit Termination Date” contained in Section 1.1
of the Credit Agreement is hereby amended and restated so it reads as follows:


 


“Revolving Credit
Termination Date”: the five-year anniversary of the Third Amendment
Effective Date.


 


(j)                                     The
definition of “L/C Obligations” contained in Section 1.1 of the Credit
Agreement is hereby amended by replacing the reference to “Section 2.23”
with a reference to “Section 2.26”.


 


3





















 


(k)                                  The
definition of “Lender Addendum” contained in Section 1.1 of the Credit
Agreement is hereby amended by adding the following clause at the end thereof:  “and, with respect to any Term Loan Lender, a
Lender Addendum in such other form as may be agreed to by the Administrative
Agent, to be accepted and delivered on the Third Amendment Effective Date “.


 


(l)                                     The
definition of “Letters of Credit” contained in Section 1.1 of the Credit
Agreement is hereby amended by replacing the reference to “Section 2.19(a)”
with a reference to “Section 2.22(a)”.


 


(m)                               The
definition of “Non-Excluded Taxes” contained in Section 1.1 of the Credit
Agreement is hereby amended by replacing the reference to “Section 2.14(a)”
with a reference to “Section 2.17(a)”.


 


(n)                                 The
definition of “Non-U.S. Lender” contained in Section 1.1 of the Credit
Agreement is hereby amended by replacing the reference to “Section 2.14(d)”
with a reference to “Section 2.17(d)”.


 


(o)                                 The
definition of “Refunded Swing Line Loans” contained in Section 1.1 of the
Credit Agreement is hereby amended by replacing the reference to “Section 2.2”
with a reference to “Section 2.5(c)”.


 


(p)                                 The
definition of “Refunding Date” contained in Section 1.1 of the Credit
Agreement is hereby amended by replacing the reference to “Section 2.2”
with a reference to “Section 2.5(d)”.


 


(q)                                 The
definition of “Reimbursement Obligation” contained in Section 1.1 of the
Credit Agreement is hereby amended by replacing the reference to “Section 2.23”
with a reference to “Section 2.26”.


 


(r)                                    The
definition of “Required Lenders” contained in Section 1.1 of the Credit
Agreement is hereby amended and restated so it reads as follows:


 


“Required Lenders”:  at any time, the holders of more than 50% of (a) until
the Closing Date, the Commitments and (b) thereafter, the sum of (i) the
aggregate unpaid principal amount of the Term Loans then outstanding and (ii) the
Total Revolving Credit Commitments then in effect or, if the Revolving Credit
Commitments have been terminated, the Total Revolving Extensions of Credit then
outstanding.


 


(s)                                  The
definition of “Revolving Credit Commitment” contained in Section 1.1 of
the Credit Agreement is hereby amended and restated so it reads as follows:


 


“Revolving Credit
Commitment”:  as to any Lender, the
obligation of such Lender to make Revolving Credit Loans or participate in
Swing Line Loans and participate in Letters of Credit, in an aggregate
principal and/or face amount not to exceed the amount set forth under the
heading “Revolving Credit Commitment” opposite such Lender’s name on Schedule 1
to the Lender Addendum delivered by such Lender, or, as the case may be, in the
Assignment and Acceptance pursuant to which such Lender became a party hereto,
as the same may be changed from time to time pursuant to the terms hereof.  The aggregate


 


4





















 


amount
of the Total Revolving Credit Commitments as of the Third Amendment Effective
Date is $25,000,000.


 


(t)                                    The
definition of “Revolving Credit Loans” contained in Section 1.1 of the
Credit Agreement is hereby amended by replacing the reference to “Section 2.1”
with a reference to “Section 2.4”.


 


(u)                                 The
definition of “Swing Line Commitment” contained in Section 1.1 of the
Credit Agreement is hereby amended by replacing the reference to “Section 2.2”
with a reference to “Section 2.5”.


 


(v)                                 The
definition of “Swing Line Loans” contained in Section 1.1 of the Credit
Agreement is hereby amended by replacing the reference to “Section 2.1(b)”
with a reference to “Section 2.4(b)”.


 


(w)                               The
definition of “Swing Line Participation Amount” contained in Section 1.1
of the Credit Agreement is hereby amended by replacing the reference to”Section 2.2”
with a reference to “Section 2.5(d)”.


 


(x)                                   Section 2
of the Credit Agreement is hereby amended and restated so it reads as set forth
in Annex II.


 


(y)                                 Section 3.16
of the Credit Agreement is hereby amended by adding the following sentence at
the end thereof:  “The proceeds of Term
Loans shall be used by the Borrower to consummate the Molasses Acquisition on
the Third Amendment Effective Date”.


 


(z)                                   Section 6.1(a) and
Section 6.1(b) of the Credit Agreement are hereby amended and
restated so each reads as follows:


 


“(a) Consolidated
Leverage Ratio.  Permit the
Consolidated Leverage Ratio as at the last day of any period of four
consecutive fiscal quarters of the Borrower ending with any fiscal quarter,
commencing with the fiscal quarter ending December 31, 2005, to exceed
6.50 to 1.00.” 


 


(b) Consolidated
Senior Leverage Ratio.  Permit the
Consolidated Senior Leverage Ratio as at the last day of any period of four
consecutive fiscal quarters of the Borrower ending with any fiscal quarter
commencing with the fiscal quarter ending December 31, 2005, to exceed
4.00 to 1.00.


 


(aa)                            Section 8.6
of the Credit Agreement is hereby amended by replacing the term “Revolving
Credit Loans” with the term “Loans”.


 


(bb)                          Section 9.1
of the Credit Agreement is hereby amended by:


 


(i) replacing the reference to
“Section 2.12” with a reference to “Section 2.15”, the reference to “Sections
2.19 through 2.26” with a reference to “Sections


 


5





















 


2.22 through 2.29” and the reference to “Section 2.1(b) or
Section 2.2(b)-(f)” with a reference to “Section 2.4(b) or Section 2.5(b)-(f)”;


 


(ii) replacing the word “or”
immediately prior to clause (vi) thereof with “;”; and


 


(iii) inserting a new clause (vii) as
follows


 


“or (vii) reduce the
percentage specified in the definition of Majority Facility Lenders with
respect to any Facility without the consent of all Lenders under such Facility.”


 


(cc)                            Section 9.6(b) of
the Credit Agreement is hereby amended by (i) replacing the reference to “Sections
2.13, 2.14 and 2.15” with a reference to “Sections 2.16, 2.17 and 2.18” and the
reference to “Section 2.14” with a reference to “Section 2.17” and (ii) adding
the term “or Term Loan” immediately after “Revolving Credit Loan”.


 


(dd)                          Section 9.6(c) of
the Credit Agreement is hereby amended by replacing the reference to “Sections
2.13, 2.14, 2.16” with a reference to “Sections 2.16, 2.17, 2.19”.


 


(ee)                            Section 9.7(a) of
the Credit Agreement is hereby amended by replacing the reference to “Section 2.18”
with a reference to “Section 2.21”.


 


(ff)                                The Credit
Agreement is hereby amended by including the new Exhibit G-3
attached hereto as Annex III.


 


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 Administrative Agent and each of the 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 3 below shall be true and
correct in all material respects on and as of the Amendment Effective Date;


 


(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;


 


(e)                                  the
Borrower shall have consummated the Grandma’s Acquisition pursuant to the terms
and conditions of that certain Asset Purchase Agreement, dated as of the date
of this


 


6





















 


Amendment, between Mott’s LLP and Bloch &
Guggenheimer, Inc, as amended, supplemented or otherwise modified from time to
time, provided that no material provision thereof shall have been waived,
amended, supplemented or otherwise modified without the consent of the Required
Lenders;


 


(f)                                    in
consideration of the amendments contained in this Amendment, the Borrower shall
have paid to the Administrative Agent, for the account of each Lender that
executes this Amendment no later than 12:00 noon. (New York time) on Thursday, December 8,
2005, (i) a fee equal to 0.25% of the Revolving Credit Commitments of such
Lender (prior to giving effect to the reduction in the Total Revolving Credit
Commitments contemplated hereby), it being agreed that the fees referred to in
this clause shall be payable on the earlier of January 30, 2006 and the
Amendment Effective Date and (ii) with respect to any Lender who has
provided a Lender Addendum with respect to the Term Loans on or prior to such
time, such additional fees as have been separately agreed upon; and


 


(g)                                 The
Administrative Agent shall have received a legal opinion from Dechert LLP in
form and substance reasonably satisfactory to the Administrative Agent and a
Supplemental Intellectual Property Security Agreement with respect to all
registered Intellectual Property acquired pursuant to the Grandma’s
Acquisition, in form and substance reasonably satisfactory to the
Administrative Agent.


 


3.                                       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 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 2 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 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


 


7





















 


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 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.  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 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.


 


5.                                       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


 


8





















 


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.


 


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]


 


9





















 


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: 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

  



 





















 


	
   

  	
  LEHMAN COMMERCIAL PAPER
  INC.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ V. Paul Arzouian

  
	
   

  	
   

  	
  Name: V. Paul Arzouian

  
	
   

  	
   

  	
  Title: Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank S. Bridges

  
	
   

  	
   

  	
  Name: Frank S. Bridges

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ROYAL BANK OF CANADA,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James F. Disher

  
	
   

  	
   

  	
  Name: James F. Disher

  
	
   

  	
   

  	
  Title: Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERCIA, N.A., successor by merger

  to Fleet National Bank, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jana L. Baker

  
	
   

  	
   

  	
  Name: Jana L. Baker

  
	
   

  	
   

  	
  Title: Vice President

  



 





















 


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 December   ,
2005.


 


	
   

  	
  BGH HOLDINGS, INC.

  
	
   

  	
  BLOCH &
  GUGGENHEIMER, INC.

  
	
   

  	
  POLANER, INC.

  
	
   

  	
  TRAPPEY’S FINE FOODS,
  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

  



 





















 


ANNEX II


 


AMOUNT AND TERMS OF COMMITMENTS


 


2.1                                 Term Loan
Commitments.  Subject to
the terms and conditions hereof, the Term Loan Lenders severally agree to make
term loans (each, a “Term Loan”) to the Borrower on the Third Amendment
Effective Date in an amount for each Term Loan Lender not to exceed the amount
of the Term Loan Commitment of such Lender. 
The Term Loans may from time to time be Eurodollar Loans or Base Rate
Loans, as determined by the Borrower and notified to the Administrative Agent
in accordance with Sections 2.2 and 2.10.


 


2.2                                 Procedure
for Term Loan Borrowing.  The Borrower shall deliver to the
Administrative Agent an irrevocable notice (which notice must be received by
the Administrative Agent prior to 10:00 A.M., New York City time, one
Business Day prior to the anticipated Third Amendment Effective Date) requesting
that the Term Loan Lenders make the Term Loans on the Third Amendment Effective
Date and specifying the amount to be borrowed. The Term Loans made on the Third
Amendment Effective Date shall initially be Base Rate Loans and may be
converted to Eurodollar Loans pursuant to Section 2.10. Upon receipt of
such Borrowing Notice the Administrative Agent shall promptly notify each Term
Loan Lender thereof.  Not later than
12:00 Noon, New York City time, on the Third Amendment Effective Date each Term
Loan Lender shall make available to the Administrative Agent at the Funding
Office an amount in immediately available funds equal to the Term Loan to be
made by such Lender.  The Administrative
Agent shall make available to the Borrower the aggregate of the amounts made
available to the Administrative Agent by the Term Loan Lenders, in like funds
as received by the Administrative Agent.


 


2.3                                 Repayment
of Term Loans.  The Term Loan
of each Term Loan Lender shall mature on the five-year anniversary of the Third
Amendment Effective Date and no interim amortization shall be required.


 


2.4           Revolving
Credit Commitments; Swing Line Commitment.  (a)  Subject
to the terms and conditions hereof, each Lender severally agrees to make
revolving credit loans (“Revolving Credit Loans”) to the Borrower from
time to time during the Revolving Credit Commitment Period in an aggregate
principal amount at any one time outstanding which, when added to such Lender’s
Revolving Credit Percentage of the L/C Obligations and Swing Line Loans then
outstanding, does not exceed the amount of such Lender’s Revolving Credit
Commitment.  During the Revolving Credit
Commitment Period the Borrower may use the Revolving Credit Commitments by
borrowing, prepaying the Revolving Credit Loans in whole or in part, and
reborrowing, all in accordance with the terms and conditions hereof.  The Revolving Credit Loans may from time to
time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and
notified to the Administrative Agent in accordance with Sections 2.5 and 2.10, provided
that no Revolving Credit Loan shall be made as a Eurodollar Loan after the day
that is one month prior to the Revolving Credit Termination Date.


 


(b)                                 Subject to
the terms and conditions hereof, the Swing Line Lender agrees to make available
a portion of the credit otherwise available to the Borrower under the Revolving


 


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Credit Commitments from time to time during the Revolving
Credit Commitment Period by making swing line loans (“Swing Line Loans”)
to the Borrower; provided that (i) the aggregate principal amount
of Swing Line Loans outstanding at any time shall not exceed the Swing Line
Commitment then in effect (notwithstanding that the Swing Line Loans
outstanding at any time, when aggregated with the Swing Line Lender’s other
outstanding Revolving Credit Loans hereunder, may exceed the Swing Line
Commitment then in effect) and (ii) the Borrower shall not request, and
the Swing Line Lender shall not make, any Swing Line Loan if, after giving
effect to the making of such Swing Line Loan, the aggregate amount of the
Available Revolving Credit Commitments would be less than zero.  During the Revolving Credit Commitment
Period, the Borrower may use the Swing Line Commitment by borrowing, repaying
and reborrowing, all in accordance with the terms and conditions hereof.  Swing Line Loans shall be Base Rate Loans
only.


 


(c)                                  The
Borrower shall repay all outstanding Loans on the Revolving Credit Termination
Date.


 


2.5                                 Procedure
for Borrowing Revolving Credit Loans and Swing Line Loans; Refunding of Swing
Line Loans.  (a)  The Borrower may borrow
Revolving Credit Loans under the Revolving Credit Commitments during the
Revolving Credit Commitment Period on any Business Day, provided that
the Borrower shall give the Administrative Agent irrevocable notice (which
notice must be received by the Administrative Agent prior to 12:00 Noon, New
York City time, (i) three Business Days prior to the requested Borrowing
Date, in the case of Eurodollar Loans, or (ii) one Business Day prior to
the requested Borrowing Date, in the case of Base Rate Loans), specifying (A) the
amount and Type of Revolving Credit Loans to be borrowed, (B) the
requested Borrowing Date and (C) in the case of Eurodollar Loans, the
length of the initial Interest Period therefor. 
Any Revolving Credit Loans made on the Closing Date shall initially be
Base Rate Loans and may be converted to Eurodollar Loans pursuant to Section 2.10.  Each borrowing under the Revolving Credit
Commitments shall be in an amount equal to (x) in the case of Base Rate Loans,
$1,000,000 or a whole multiple thereof (or, if the then aggregate Available
Revolving Credit Commitments are less than $1,000,000, such lesser amount) and
(y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of
$1,000,000 in excess thereof, provided, that the Swing Line Lender may
request, on behalf of the Borrower, borrowings under the Revolving Credit
Commitments which are Base Rate Loans in other amounts pursuant to Section 2.5(c).  Upon receipt of any such notice from the
Borrower, the Administrative Agent shall promptly notify each Lender
thereof.  Each Lender will make the
amount of its pro  rata share of each borrowing of Revolving
Credit Loans available to the Administrative Agent for the account of the
Borrower at the Funding Office prior to 12:00 Noon, New York City time, on the
Borrowing Date requested by the Borrower in funds immediately available to the
Administrative Agent.  Such borrowing
will then be made available to the Borrower by the Administrative Agent in like
funds as received by the Administrative Agent.


 


(b)                                 Whenever
the Borrower desires that the Swing Line Lender make Swing Line Loans it shall
give the Swing Line Lender irrevocable telephonic notice confirmed promptly in
writing (which telephonic notice must be received by the Swing Line Lender not
later than 1:00 P.M., New York City time, on the proposed Borrowing Date),
specifying (i) the amount to be borrowed and (ii) the requested Borrowing
Date (which shall be a Business Day during the Revolving Credit Commitment
Period).  Each borrowing under the Swing
Line


 


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Commitment shall be in an amount equal to $100,000 or a whole
multiple of $100,000 in excess thereof. 
Not later than 3:00 P.M., New York City time, on the Borrowing Date
specified in a notice in respect of Swing Line Loans, the Swing Line Lender
shall make available to the Administrative Agent at the Funding Office an
amount in immediately available funds equal to the amount of the Swing Line
Loan to be made by the Swing Line Lender. 
The Administrative Agent shall make the proceeds of such Swing Line Loan
available to the Borrower on such Borrowing Date in immediately available funds.


 


(c)                                  The Swing
Line Lender, at any time and from time to time in its sole and absolute
discretion may, on behalf of the Borrower (which hereby irrevocably directs the
Swing Line Lender to act on its behalf), on one Business Day’s notice given by
the Swing Line Lender no later than 12:00 Noon, New York City time, request
each Lender to make, and each Lender hereby agrees to make, a Revolving Credit
Loan, in an amount equal to such Lender’s Revolving Credit Percentage of the
aggregate amount of the Swing Line Loans (the “Refunded Swing Line Loans”)
outstanding on the date of such notice, to repay the Swing Line Lender.  Each Lender shall make the amount of such
Revolving Credit Loan available to the Administrative Agent at the Funding
Office in immediately available funds, not later than 10:00 A.M., New York
City time, one Business Day after the date of such notice.  The proceeds of such Revolving Credit Loans
shall be immediately made available by the Administrative Agent to the Swing
Line Lender for application by the Swing Line Lender to the repayment of the
Refunded Swing Line Loans.


 


(d)                                 If prior
to the time a Revolving Credit Loan would have otherwise been made pursuant to Section 2.5(c),
one of the events described in Section 7(f) shall have occurred and
be continuing with respect to the Borrower or if for any other reason, as
determined by the Swing Line Lender in its sole discretion, Revolving Credit
Loans may not be made as contemplated by Section 2.5(c), each Lender
shall, on the date such Revolving Credit Loan was to have been made pursuant to
the notice referred to in Section 2.5(c) (the “Refunding Date”),
purchase for cash an undivided participating interest in the then outstanding
Swing Line Loans by paying to the Swing Line Lender an amount (the “Swing
Line Participation Amount”) equal to (i) such Lender’s Revolving
Credit Percentage times (ii) the sum of the aggregate principal
amount of Swing Line Loans then outstanding which were to have been repaid with
such Revolving Credit Loans.


 


(e)                                  Whenever,
at any time after the Swing Line Lender has received from any Lender such
Lender’s Swing Line Participation Amount, the Swing Line Lender receives any
payment on account of the Swing Line Loans, the Swing Line Lender will
distribute to such Lender its Swing Line Participation Amount (appropriately
adjusted, in the case of interest payments, to reflect the period of time
during which such Lender’s participating interest was outstanding and funded
and, in the case of principal and interest payments, to reflect such Lender’s pro
rata portion of such payment if such payment is not sufficient to pay
the principal of and interest on all Swing Line Loans then due); provided,
however, that in the event that such payment received by the Swing Line
Lender is required to be returned, such Lender will return to the Swing Line
Lender any portion thereof previously distributed to it by the Swing Line
Lender.


 


(f)                                    Each
Lender’s obligation to make the Revolving Credit Loans referred to in Section 2.5(c) and
to purchase participating interests pursuant to Section 2.5(d) shall
be


 


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absolute and unconditional and shall not be affected by any
circumstance, including, without limitation, (i) any setoff, counterclaim,
recoupment, defense or other right which such Lender or the Borrower may have
against the Swing Line Lender, the Borrower or any other Person for any reason
whatsoever; (ii) the occurrence or continuance of a Default or an Event of
Default or the failure to satisfy any of the other conditions specified in Section 4;
(iii) any adverse change in the condition (financial or otherwise) of the
Borrower; (iv) any breach of this Agreement or any other Loan Document by
the Borrower, any other Loan Party or any other Lender; or (v) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing.


 


2.6                                 Repayment
of Loans; Evidence of Debt.  (a)  The
Borrower hereby unconditionally promises to pay to the Administrative Agent for
the account of the appropriate Lender (i) the then unpaid principal amount
of each Revolving Credit Loan and Swing Line Loan of such Lender on the
Revolving Credit Termination Date (or such earlier date on which such Loans
become due and payable pursuant to Section 7) and (ii) the principal
amount of each Term Loan at maturity as set forth in Section 2.3 (or on
such earlier date on which such Loans become due and payable pursuant to Section 7).
The Borrower hereby further agrees to pay interest on the unpaid principal
amount of the Loans from time to time outstanding from the date hereof until
payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.12.


 


(b)                                 Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing indebtedness of the Borrower to such Lender resulting from
each Loan of such Lender from time to time, including the amounts of principal
and interest payable and paid to such Lender from time to time under this
Agreement.


 


(c)                                  The Administrative
Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 9.6(d),
and a subaccount therein for each Lender, in which shall be recorded (i) the
amount of each Loan made hereunder and any Note evidencing such Loan, the Type
thereof and each Interest Period applicable thereto, (ii) the amount of
any principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) both the amount of any sum
received by the Administrative Agent hereunder from the Borrower and each
Lender’s share thereof.


 


(d)                                 The
entries made in the Register and the accounts of each Lender maintained
pursuant to Section 2.6(b) shall, to the extent permitted by
applicable law, be prima  facie evidence of the existence and
amounts of the obligations of the Borrower therein recorded; provided, however,
that the failure of any Lender or the Administrative Agent to maintain the
Register or any such account, or any error therein, shall not in any manner
affect the obligation of the Borrower to repay (with applicable interest) the
Loans made to the Borrower by such Lender in accordance with the terms of this
Agreement.


 


(e)                                  The
Borrower agrees that, upon the request to the Administrative Agent by any
Lender, the Borrower will execute and deliver to such Lender a promissory note
of the Borrower evidencing any Revolving Credit Loans, Swing Line Loans or Term
Loans, as the case may be, of such Lender, substantially in the forms of Exhibit G-1,
G-2, and G-3, respectively,


 


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with appropriate insertions as to date and principal amount; provided
that delivery of such notes shall not be a condition precedent to the making of
the Loans on the Closing Date.


 


2.7                                 Commitment
Fees, etc.  (a)  The Borrower
agrees to pay to the Administrative Agent for the account of each Lender a
commitment fee for the period from and including the Closing Date to the last
day of the Revolving Credit Commitment Period, computed at the Commitment Fee
Rate on the average daily amount of the Available Revolving Credit Commitment
of such Lender during the period for which payment is made, payable quarterly
in arrears on the last day of each March, June, September and December and
on the Revolving Credit Termination Date (or any earlier date of termination of
the Revolving Credit Commitments), commencing on the first of such dates to
occur after the date hereof.


 


(b)                                 The
Borrower agrees to pay to the Agents the fees in the amounts and on the dates
agreed to in writing by the Borrower and the Agents prior to the Closing Date.


 


2.8                                 Termination
or Reduction of Revolving Credit Commitments.  The Borrower shall have the right, upon not
less than three Business Days’ notice to the Administrative Agent (which shall
promptly notify each Lender thereof), to terminate the Revolving Credit
Commitments or, from time to time, to reduce the amount of the Revolving Credit
Commitments; provided that no such termination or reduction of Revolving
Credit Commitments shall be permitted if, after giving effect thereto and to
any prepayments of the Revolving Credit Loans and/or Swing Line Loans made on
the effective date thereof, the Total Revolving Extensions of Credit would
exceed the Total Revolving Credit Commitments. 
Any such reduction shall be in an amount equal to $1,000,000, or a whole
multiple thereof, and shall reduce permanently the Revolving Credit Commitments
then in effect.


 


2.9                                 Optional
Prepayments.  The Borrower
may at any time and from time to time prepay the Loans, in whole or in part,
without premium or penalty (except as otherwise provided herein), upon
irrevocable notice delivered to the Administrative Agent at least three
Business Days prior thereto in the case of Eurodollar Loans and at least one
Business Day prior thereto in the case of Base Rate Loans, which notice shall
specify the date and amount of prepayment and whether the prepayment is of
Revolving Credit Loans, Swing Line Loans or Term Loans and whether of
Eurodollar Loans or Base Rate Loans; provided, that if a Eurodollar Loan
is prepaid on any day other than the last day of the Interest Period applicable
thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.18.  Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender thereof.  If any such notice is given, the amount
specified in such notice shall be due and payable on the date specified
therein, together with (except in the case of prepayments of Base Rate Loans)
accrued interest to such date on the amount prepaid.  Partial prepayments of Revolving Credit Loans
shall be in an aggregate principal amount of $1,000,000 or a whole multiple
thereof, and partial prepayments of Swing Line Loans shall be in an aggregate
principal amount of $100,000 or a whole multiple thereof.


 


2.10                           Conversion
and Continuation Options.  (a)  The
Borrower may elect from time to time to convert Eurodollar Loans to Base Rate
Loans by giving the Administrative Agent at least two Business Days’ prior
irrevocable notice of such election, provided that any such conversion
of Eurodollar Loans may only be made on the last day of an Interest Period with
respect thereto.


 


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The Borrower may elect, from time to time, to convert Base
Rate Loans to Eurodollar Loans by giving the Administrative Agent at least
three Business Days’ prior irrevocable notice of such election (which notice
shall specify the length of the initial Interest Period therefor); provided
that no Base Rate Loan under a particular Facility may be converted into a
Eurodollar Loan (i) when any Event of Default has occurred and is
continuing and the Administrative Agent has or the Majority Facility Lenders in
respect of such Facility have determined in its or their sole discretion not to
permit such conversions or (ii) after the date that is one month prior to
the final scheduled termination or maturity date of such Facility.  Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender thereof.


 


(b)                                 Any
Eurodollar Loan may be continued as such upon the expiration of the then
current Interest Period with respect thereto by the Borrower giving irrevocable
notice to the Administrative Agent, in accordance with the applicable provisions
of the term “Interest Period” set forth in Section 1.1, of the length of
the next Interest Period to be applicable to such Loan; provided that no
Eurodollar Loan under a particular Facility may be continued as such (i) when
any Event of Default has occurred and is continuing and the Administrative
Agent has or the Majority Facility Lenders in respect of such Facility have
determined in its or their sole discretion not to permit such continuations or (ii) after
the date that is one month prior to the final scheduled termination or maturity
date of such Facility, and provided, further, that if the
Borrower shall fail to give any required notice as described above in this
paragraph or if such continuation is not permitted pursuant to the preceding
proviso such Eurodollar Loan shall be automatically converted to a Base Rate
Loan on the last day of such then expiring Interest Period.  Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender thereof.


 


2.11                           Minimum
Amounts and Maximum Number of Eurodollar Tranches.  Notwithstanding anything to the contrary in
this Agreement, all borrowings, conversions, continuations and optional
prepayments of Eurodollar Loans hereunder and all selections of Interest
Periods hereunder shall be in such amounts and be made pursuant to such
elections so that, (a) after giving effect thereto, the aggregate
principal amount of the Eurodollar Loans comprising each Eurodollar Tranche
shall be equal to $1,000,000 or a whole multiple of $1,000,000 in excess
thereof and (b) no more than ten Eurodollar Tranches shall be outstanding
at any one time.


 


2.12                           Interest
Rates and Payment Dates.  (a)  Each
Eurodollar Loan shall bear interest for each day during each Interest Period
with respect thereto at a rate per annum equal to the Eurodollar Rate
determined for such day plus the Applicable Margin.


 


(b)                                 Each Base
Rate Loan shall bear interest at a rate per annum equal to the Base Rate plus
the Applicable Margin.


 


(c)                                  If all or
a portion of the principal amount of any Loan or Reimbursement Obligations
shall not be paid when due (whether at the stated maturity, by acceleration or
otherwise), all outstanding Loans and Reimbursement Obligations (whether or not
overdue) shall bear interest at a rate per annum that is equal to (x) in the
case of Loans, the rate that would otherwise be applicable thereto pursuant to
the foregoing provisions of this Section plus 2% and (y) in the
case of Reimbursement Obligations, the rate applicable to Base Rate Loans plus
2%,


 


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and (ii) if all or a portion of any interest payable on
any Loans and Reimbursement Obligations (whether or not overdue) or any
commitment fee or other amount payable hereunder shall not be paid when due
(whether at the stated maturity, by acceleration or otherwise), such overdue
amount shall bear interest at a rate per annum equal to the rate then
applicable to Base Rate Loans plus 2%, in each case, with respect to
clauses (i) and (ii) above, from the date of such non-payment until
such amount is paid in full (after as well as before judgment).


 


(d)                                 Interest
shall be payable in arrears on each Interest Payment Date, provided that
interest accruing pursuant to paragraph (c) of this Section shall be
payable from time to time on demand.


 


2.13                           Computation
of Interest and Fees.  (a)  Interest, fees and
commissions payable pursuant hereto shall be calculated on the basis of a 360-day
year for the actual days elapsed, except that, with respect to Base Rate Loans
the rate of interest on which is calculated on the basis of the Prime Rate, the
interest thereon shall be calculated on the basis of a 365- (or 366-, as the
case may be) day year for the actual days elapsed.  The Administrative Agent shall as soon as practicable
notify the Borrower and the relevant Lenders of each determination of a
Eurodollar Rate.  Any change in the
interest rate on a Loan resulting from a change in the Base Rate or the
Eurocurrency Reserve Requirements shall become effective as of the opening of
business on the day on which such change becomes effective.  The Administrative Agent shall as soon as
practicable notify the Borrower and the relevant Lenders of the effective date
and the amount of each such change in interest rate.


 


(b)                                 Each
determination of an interest rate by the Administrative Agent pursuant to any
provision of this Agreement shall be conclusive and binding on the Borrower and
the Lenders in the absence of manifest error. 
The Administrative Agent shall, at the request of the Borrower, deliver
to the Borrower a statement showing the quotations used by the Administrative
Agent in determining any interest rate pursuant to Section 2.13(a).


 


2.14                           Inability
to Determine Interest Rate.  If prior to the first day of any Interest Period:


 


(1)                                  the
Administrative Agent shall have determined (which determination shall be
conclusive and binding upon the Borrower) that, by reason of circumstances
affecting the relevant market, adequate and reasonable means do not exist for
ascertaining the Eurodollar Rate for such Interest Period, or


 


(2)                                  the
Administrative Agent shall have received notice from the Majority Facility
Lenders in respect of the relevant Facility that the Eurodollar Rate determined
or to be determined for such Interest Period will not adequately and fairly
reflect the cost to such Lenders (as conclusively certified by such Lenders) of
making or maintaining their affected Loans during such Interest Period,


 


the Administrative Agent
shall give telecopy or telephonic notice thereof to the Borrower and the
relevant Lenders as soon as practicable thereafter.  If such notice is given (x) any Eurodollar
Loans under the relevant Facility requested to be made on the first day of such


 


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Interest
Period shall be made as Base Rate Loans, (y) any Loans under the relevant
Facility that were to have been converted on the first day of such Interest
Period to Eurodollar Loans shall be continued as Base Rate Loans and (z) any
outstanding Eurodollar Loans under the relevant Facility shall be converted, on
the last day of the then current Interest Period with respect thereto, to Base
Rate Loans.  Until such notice has been
withdrawn by the Administrative Agent, no further Eurodollar Loans under the
relevant Facility shall be made or continued as such, nor shall the Borrower
have the right to convert Loans under the relevant Facility to Eurodollar
Loans.


 


2.15                           Pro Rata
Treatment and Payments.  (a)  Each
borrowing by the Borrower of Revolving Credit Loans and Term Loans hereunder,
each payment by the Borrower of Revolving Credit Loans and Term Loans hereunder
and any reduction of the Revolving Credit Commitments of the Lenders shall be
made pro  rata according to the respective Term Loan Percentages
or Revolving Credit Percentages of the Lenders as applicable. Other than with
respect to any substituted Lender in accordance with Section 2.21, each
payment in respect of principal or interest in respect of the Revolving Credit
Loans and Term Loans, each payment in respect of commitment fees payable
hereunder shall be applied to the amounts of such obligations owing to the
Lenders pro  rata according to the respective amounts then due and
owing to the Lenders.  Each payment in
respect of Reimbursement Obligations in respect of any Letter of Credit shall
be made to the Issuing Lender that issued such Letter of Credit.


 


(b)                                 All
payments (including prepayments) to be made by the Borrower hereunder, whether
on account of principal, interest, fees or otherwise, shall be made without
setoff or counterclaim and shall be made prior to 12:00 Noon, New York City
time, on the due date thereof to the Administrative Agent, for the account of
the Lenders, at the Payment Office, in Dollars and in immediately available
funds.  Any payment made after 12:00
Noon, New York City time, on any Business Day shall be deemed to have been made
on the next succeeding Business Day.  The
Administrative Agent shall distribute such payments to the Lenders promptly
upon receipt in like funds as received. 
If any payment hereunder (other than payments on the Eurodollar Loans)
becomes due and payable on a day other than a Business Day, such payment shall
be extended to the next succeeding Business Day.  If any payment on a Eurodollar Loan becomes
due and payable on a day other than a Business Day, the maturity thereof shall
be extended to the next succeeding Business Day unless the result of such
extension would be to extend such payment into another calendar month, in which
event such payment shall be made on the immediately preceding Business
Day.  In the case of any extension of any
payment of principal pursuant to the preceding two sentences, interest thereon
shall be payable at the then applicable rate during such extension.


 


(c)                                  Unless the
Administrative Agent shall have been notified in writing by any Lender prior to
a borrowing that such Lender will not make the amount that would constitute its
share of such borrowing available to the Administrative Agent, the
Administrative Agent may assume that such Lender is making such amount
available to the Administrative Agent, and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower a corresponding
amount.  If such amount is not made
available to the Administrative Agent by the required time on the Borrowing
Date therefor, such Lender shall pay to the Administrative Agent, on demand,
such amount with interest thereon at a rate equal to the daily average Federal
Funds Effective Rate for the period until such Lender makes such amount
immediately available to the Administrative Agent.  A certificate of the Administrative Agent
submitted to any Lender


 


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with respect to any amounts owing under this paragraph shall
be conclusive in the absence of manifest error. 
If such Lender’s share of such borrowing is not made available to the
Administrative Agent by such Lender within three Business Days of such
Borrowing Date, the Administrative Agent shall also be entitled to recover such
amount with interest thereon at the rate per annum applicable to Base Rate
Loans under the relevant Facility, on demand, from the Borrower.


 


(d)                                 Unless the
Administrative Agent shall have been notified in writing by the Borrower prior
to the date of any payment due to be made hereunder that the Borrower will not
make such payment to the Administrative Agent, the Administrative Agent may
assume that the Borrower is making such payment, and the Administrative Agent
may, but shall not be required to, in reliance upon such assumption, make
available to the Lenders their respective pro  rata shares of a
corresponding amount.  If such payment is
not made to the Administrative Agent by the Borrower within three Business Days
of such due date, the Administrative Agent shall be entitled to recover, on
demand, from each Lender to which any amount which was made available pursuant
to the preceding sentence, such amount with interest thereon at a rate per
annum equal to the daily average Federal Funds Effective Rate.  Nothing herein shall be deemed to limit the
rights of the Administrative Agent or any Lender against the Borrower.


 


2.16                           Requirements
of Law.  (a)  If the adoption of or any change
in any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof:


 


(1)                                  shall
subject any Lender to any tax of any kind whatsoever with respect to this
Agreement, any Letter of Credit, any Application or any Eurodollar Loan made by
it, or change the basis of taxation of payments to such Lender in respect
thereof (except for Non-Excluded Taxes covered by Section 2.17 and changes
in the rate of tax on the overall net income of such Lender);


 


(2)                                  shall
impose, modify or hold applicable any reserve, special deposit, compulsory loan
or similar requirement against assets held by, deposits or other liabilities in
or for the account of, advances, loans or other extensions of credit by, or any
other acquisition of funds by, any office of such Lender that is not otherwise
included in the determination of the Eurodollar Rate hereunder; or


 


(3)                                  shall
impose on such Lender any other condition;


 


and the result of any of the
foregoing is to increase the cost to such Lender, by an amount which such
Lender deems to be material, of making, converting into, continuing or
maintaining Eurodollar Loans or issuing or participating in Letters of Credit,
or to reduce any amount receivable hereunder in respect thereof, then, in any
such case, the Borrower shall promptly pay such Lender, upon its demand, any
additional amounts necessary to compensate such Lender for such increased cost
or reduced amount receivable.  If any
Lender becomes entitled to claim any additional amounts pursuant to this
Section, it shall promptly notify the Borrower (with a copy to the
Administrative Agent) of the event by reason of which it has become so
entitled.


 


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(b)                                 If any
Lender shall have determined that the adoption of or any change in any
Requirement of Law regarding capital adequacy or in the interpretation or
application thereof or compliance by such Lender or any corporation controlling
such Lender with any request or directive regarding capital adequacy (whether
or not having the force of law) from any Governmental Authority made subsequent
to the date hereof shall have the effect of reducing the rate of return on such
Lender’s or such corporation’s capital as a consequence of its obligations
hereunder to a level below that which such Lender or such corporation could
have achieved but for such adoption, change or compliance (taking into
consideration such Lender’s or such corporation’s policies with respect to
capital adequacy) by an amount deemed by such Lender to be material, then from
time to time, after submission by such Lender to the Borrower (with a copy to
the Administrative Agent) of a written request therefor, the Borrower shall pay
to such Lender such additional amount or amounts as will compensate such Lender
or such corporation for such reduction.


 


(c)                                  A
certificate as to any additional amounts payable pursuant to this Section submitted
by any Lender to the Borrower setting out in reasonable detail the method of
determination of such additional amounts (with a copy to the Administrative
Agent) shall be conclusive in the absence of manifest error.  The obligations of the Borrower pursuant to
this Section shall survive the termination of this Agreement and the
payment of amounts payable hereunder.


 


2.17                           Taxes.  (a)  All
payments made by the Borrower under this Agreement shall be made free and clear
of, and without deduction or withholding for or on account of, any present or
future income, stamp or other taxes, levies, imposts, duties, charges, fees,
deductions or withholdings, now or hereafter imposed, levied, collected,
withheld or assessed by any Governmental Authority, excluding net income taxes
and franchise taxes (imposed in lieu of net income taxes) imposed on the
Administrative Agent or any Lender as a result of a present or former
connection between the Administrative Agent or such Lender and the jurisdiction
of the Governmental Authority imposing such tax or any political subdivision or
taxing authority thereof or therein (other than any such connection arising
solely from the Administrative Agent’s or such Lender’s having executed,
delivered or performed its obligations or received a payment under, or enforced,
this Agreement or any other Loan Document). 
If any such non-excluded taxes, levies, imposts, duties, charges, fees,
deductions or withholdings (“Non-Excluded Taxes”) are required to be
withheld from any amounts payable to the Administrative Agent or any Lender
hereunder, the amounts so payable to the Administrative Agent or such Lender
shall be increased to the extent necessary to yield to the Administrative Agent
or such Lender (after payment of all Non-Excluded Taxes and Other Taxes)
interest or any such other amounts payable hereunder at the rates or in the
amounts specified in this Agreement, provided, however, that the
Borrower shall not be required to increase any such amounts payable to any
Lender with respect to any Non-Excluded Taxes (i) that are attributable to
such Lender’s failure to comply with the requirements of paragraph (d) or (e) of
this Section or (ii) that are United States withholding taxes imposed
on amounts payable to such Lender at the time such Lender becomes a party to
this Agreement, except to the extent that such Lender’s assignor (if any) was
entitled, at the time of assignment, to receive additional amounts from the
Borrower with respect to such Non-Excluded Taxes pursuant to Section 2.17(a).


 


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(b)                                 In
addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.


 


(c)                                  Whenever
any Non-Excluded Taxes or Other Taxes are payable by the Borrower, as promptly
as possible thereafter the Borrower shall send to the Administrative Agent for
the account of the Administrative Agent or relevant Lender, as the case may be,
a certified copy of an original official receipt received by the Borrower
showing payment thereof.  If the Borrower
fails to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate
taxing authority or fails to remit to the Administrative Agent the required
receipts or other required documentary evidence, the Borrower shall indemnify
the Administrative Agent and the Lenders for any incremental taxes, interest or
penalties that may become payable by the Administrative Agent or any Lender as
a result of any such failure.  The
agreements in this Section 2.17 shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.


 


(d)                                 Each
Lender (or Transferee) that is not a citizen or resident of the United States
of America, a corporation, partnership or other entity created or organized in
or under the laws of the United States of America (or any jurisdiction
thereof), or any estate or trust that is subject to federal income taxation
regardless of the source of its income (a “Non-U.S. Lender”) shall
deliver to the Borrower and the Administrative Agent (and, in the case of a
Participant or a Lender participating in a conduit financing arrangement, as
defined in Section 7701(1) of the Code and the regulations thereunder
(a “Conduit Financing Arrangement”) (such Lender, a “Conduit Lender”),
also to the Lender from which the related participation shall have been
purchased or from which the designation of such Conduit Lender was made, as the
case may be) two copies of either U.S. Internal Revenue Service Form W-8BEN,
Form W-8ECI or Form W-8IMY, or, in the case of a Non-U.S. Lender
claiming exemption from U.S. federal withholding tax under Section 871(h) or
881(c) of the Code with respect to payments of “portfolio interest” a
statement substantially in the form of Exhibit H and a Form W-8BEN or
Form W-8IMY, or any subsequent versions thereof or successors thereto
properly completed and duly executed by such Non-U.S. Lender claiming complete
exemption from, or a reduced rate of, U.S. federal withholding tax on all
payments by the Borrower under this Agreement and the other Loan
Documents.  Such forms shall be delivered
by each Non-U.S. Lender on or before the date it becomes a party to this
Agreement (or, in the case of any Participant, on or before the date such
Participant purchases the related participation).  In addition, each Non-U.S. Lender shall
deliver such forms promptly upon the obsolescence or invalidity of any form
previously delivered by such Non-U.S. Lender. 
Each Non-U.S. Lender shall promptly notify the Borrower at any time it
determines that it is no longer in a position to provide any previously
delivered certificate to the Borrower (or any other form of certification
adopted by the U.S. taxing authorities for such purpose).  Notwithstanding any other provision of this
paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant
to this paragraph that such Non-U.S. Lender is not legally able to
deliver.  If any Non-U.S. Lender provides
a Form W-8IMY, such Non-U.S. Lender must also attach the additional
documentation that must be transmitted with Form W-8IMY, including the
appropriate forms described in this Section 2.17(d).  A Conduit Lender shall provide two copies of
the appropriate withholding statements for all participants and parties to a
potential Conduit Financing Arrangement to the Borrower and the Administrative
Agent on or before the date of commencement of the potential Conduit Financing
Arrangement.


 


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(e)                                  A Lender
that is entitled to an exemption from or reduction of non-U.S. withholding tax
under the law of the jurisdiction in which the Borrower is located, or any
treaty to which such jurisdiction is a party, with respect to payments under
this Agreement shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law or reasonably
requested by the Borrower, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made without
withholding or at a reduced rate, provided that such Lender is legally
entitled to complete, execute and deliver such documentation and in such Lender’s
reasonable judgment such completion, execution or submission would not
materially prejudice the legal position of such Lender.


 


(f)                                    If the
Administrative Agent or any Lender receives a refund in respect of Non-Excluded
Taxes or Other Taxes paid by the Borrower, which in the good faith judgment of
such Lender is allocable to such payment, it shall promptly pay such refund,
together with any other amounts paid by the Borrower in connection with such
refunded Non-Excluded Taxes or Other Taxes, to the Borrower, net of all
out-of-pocket expenses of such Lender incurred in obtaining such refund, provided,
however, that the Borrower agrees to promptly return such refund to the
Administrative Agent or the applicable Lender, as the case may be, if it
receives notice from the Administrative Agent or applicable Lender that the
Administrative Agent or such Lender is required to repay such refund.


 


(g)                                 No Conduit
Lender or other participant in a potential Conduit Financing Arrangement shall
be entitled to receive any greater amount pursuant to Section 2.17 than
the financing entity (as defined in Treas. Reg. § 1.881-3(a)(2)) would be
entitled to receive pursuant to Section 2.17.


 


2.18                           Indemnity.  The Borrower agrees to indemnify each Lender
for and to hold each Lender harmless from any loss or expense that such Lender
may reasonably sustain or incur as a consequence of (a) default by the
Borrower in making a borrowing of, conversion into or continuation of
Eurodollar Loans after the Borrower has given a notice requesting the same in
accordance with the provisions of this Agreement, (b)  default by the
Borrower in making any prepayment after the Borrower has given a notice thereof
in accordance with the provisions of this Agreement or (c) the making of a
prepayment or conversion of Eurodollar Loans on a day that is not the last day
of an Interest Period with respect thereto. 
Such indemnification may include an amount equal to the excess, if any,
of (i) the amount of interest that would have accrued on the amount so
prepaid or converted, or not so borrowed, converted or continued, for the
period from the date of such prepayment or conversion or of such failure to
borrow, convert or continue to the last day of such Interest Period (or, in the
case of a failure to borrow, convert or continue, the Interest Period that
would have commenced on the date of such failure) in each case at the
applicable rate of interest for such Loans provided for herein (excluding,
however, the Applicable Margin included therein, if any) over (ii) the
amount of interest (as reasonably determined by such Lender) that would have
accrued to such Lender on such amount by placing such amount on deposit for a
comparable period with leading banks in the interbank eurodollar market.  A certificate as to any amounts payable
pursuant to this Section submitted to the Borrower by any Lender shall be
conclusive in the absence of manifest error. 
This covenant shall survive the termination of this Agreement and the
payment of the Loans and all other amounts payable hereunder.


 


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2.19                           Illegality.  Notwithstanding any other provision herein,
if the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof shall make it unlawful for any Lender to
make or maintain Eurodollar Loans as contemplated by this Agreement, (a) the
commitment of such Lender hereunder to make Eurodollar Loans, continue
Eurodollar Loans as such and convert Base Rate Loans to Eurodollar Loans shall
forthwith be canceled and (b) such Lender’s Loans then outstanding as
Eurodollar Loans, if any, shall be converted automatically to Base Rate Loans
on the respective last days of the then current Interest Periods with respect
to such Loans or within such earlier period as required by law.  If any such conversion of a Eurodollar Loan
occurs on a day which is not the last day of the then current Interest Period
with respect thereto, the Borrower shall pay to such Lender such amounts, if
any, as may be required pursuant to Section 2.18.


 


2.20                           Change of
Lending Office.  Each Lender
agrees that, upon the occurrence of any event giving rise to the operation of Section 2.16,
2.17(a) or 2.19 with respect to such Lender, it will, if requested by the
Borrower, use reasonable efforts (subject to overall policy considerations of
such Lender) to designate another lending office for any Loans affected by such
event with the object of avoiding the consequences of such event; provided,
that such designation is made on terms that, in the sole judgment of such
Lender, cause such Lender and its lending office(s) to suffer no economic,
legal or regulatory disadvantage, and provided, further, that
nothing in this Section shall affect or postpone any of the obligations of
the Borrower or the rights of any Lender pursuant to Section 2.16, 2.17(a) or
2.19.


 


2.21                           Substitution
of Lenders.  Upon the
receipt by the Borrower from any Lender (an “Affected Lender”) of a
claim under Section 2.16, 2.17 or 2.19, the Borrower may:  (a) request one more of the other
Lenders to acquire and assume all or part of such Affected Lender’s Loans,
Reimbursement Obligations and Revolving Credit Commitment; or (b) replace
such Affected Lender by designating another Lender or a financial institution
that is willing to acquire such Loans and Reimbursement Obligations and assume
such Revolving Credit Commitment;  provided
that (i) such replacement does not conflict with any Requirement of Law, (ii) no
Event of Default shall have occurred and be continuing at the time of such
replacement, (iii) the Borrower shall repay (or the replacement bank or
institution shall purchase, at par) all Loans and Reimbursement Obligations,
accrued interest and other amounts owing to such replaced Lender prior to the
date of replacement (including all amounts then owing to such replaced Lender
pursuant to Sections 2.16, 2.17 and 2.19), (iv) the Borrower shall be
liable to such replaced Lender under Section 2.18 if any Eurodollar Loan
owing to such replaced Lender shall be prepaid (or purchased) other than on the
last day of the Interest Period relating thereto, (v) the replacement bank
or institution, if not already a Lender, shall be reasonably satisfactory to
the Administrative Agent, and (vi) the replaced Lender shall be obligated
to make such replacement in accordance with the provisions of Section 9.6
(provided that the Borrower or replacement Lender shall be obligated to
pay the registration and processing fee).


 


2.22                           L/C
Commitment.  (a)  Subject to the terms and
conditions hereof, each Issuing Lender, in reliance on the agreements of the
other Lenders set forth in Section 2.25(a), agrees to issue letters of
credit (the letters of credit issued on and after the Closing Date, together
with the Existing Letters of Credit, collectively, the “Letters of Credit”)
for the account of the Borrower on any Business Day during the Revolving Credit
Commitment Period in such form as may be approved from time to time by such
Issuing Lender; provided that no Issuing Lender shall have


 


A-13





















 


any obligation to issue any Letter of Credit if, after giving
effect to such issuance, (i) the L/C Obligations would exceed the L/C
Commitment or (ii) the aggregate amount of the Available Revolving Credit
Commitments would be less than zero. Each Letter of Credit shall (i) be
denominated in Dollars and (ii) expire no later than the earlier of (x)
the first anniversary of its date of issuance and (y) the date which is five
Business Days prior to the Revolving Credit Termination Date, provided
that any Letter of Credit with a one-year term may provide for the renewal
thereof for additional one-year periods (which shall in no event extend beyond
the date referred to in clause (y) above).


 


(b)                                 No Issuing
Lender shall at any time be obligated to issue any Letter of Credit hereunder
if such issuance would conflict with, or cause such Issuing Lender or any L/C
Participant to exceed any limits imposed by, any applicable Requirement of Law.


 


2.23                           Procedure
for Issuance of Letter of Credit.  The Borrower may from time to time request
that an Issuing Lender issue a Letter of Credit by delivering to such Issuing
Lender at its address for notices specified herein an Application therefor,
completed to the reasonable satisfaction of such Issuing Lender, and such other
certificates, documents and other papers and information as such Issuing Lender
may reasonably request with respect to the requested Letter of Credit.  Upon receipt of any Application, an Issuing
Lender will process such Application and the certificates, documents and other
papers and information delivered to it in connection therewith in accordance
with its customary procedures and shall promptly issue the Letter of Credit
requested thereby (but in no event shall any Issuing Lender be required to
issue any Letter of Credit earlier than three Business Days after its receipt
of the Application therefor and all such other certificates, documents and
other papers and information relating thereto) by issuing the original of such
Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by
such Issuing Lender and the Borrower. 
Promptly after issuance by an Issuing Lender of a Letter of Credit, such
Issuing Lender shall furnish a copy of such Letter of Credit to the
Borrower.  Each Issuing Lender shall
promptly furnish to the Administrative Agent, which shall in turn promptly
furnish to the Lenders, notice of the issuance of each Letter of Credit issued
by it (including the amount thereof).


 


2.24                           Fees and
Other Charges.  (a)  The Borrower will pay a
fee on the aggregate drawable amount of all outstanding Letters of Credit at a
per annum rate equal to the Applicable Margin then in effect with respect to
Revolving Credit Loans that are Eurodollar Loans, shared ratably among the
Lenders and payable quarterly in arrears on each L/C Fee Payment Date after the
issuance date.  In addition, the Borrower
shall pay to each Issuing Lender for its own account a fronting fee on the
aggregate drawable amount of all outstanding Letters of Credit issued by it in
an amount to be agreed upon from time to time between such Issuing Lender and
the Borrower, payable quarterly in arrears on each L/C Fee Payment Date after
the Issuance Date.


 


(b)                                 In
addition to the foregoing fees, the Borrower shall pay or reimburse each
Issuing Lender for such normal and customary costs and expenses as are incurred
or charged by such Issuing Lender in issuing, negotiating, effecting payment
under, amending or otherwise administering any Letter of Credit.


 


2.25                           L/C
Participations.  (a)  Each Issuing Lender
irrevocably agrees to grant and hereby grants to each L/C Participant, and, to
induce each Issuing Lender to issue Letters of


 


A-14





















 


Credit hereunder, each L/C Participant irrevocably agrees to
accept and purchase and hereby accepts and purchases from each Issuing Lender,
on the terms and conditions hereinafter stated, for such L/C Participant’s own
account and risk an undivided interest equal to such L/C Participant’s
Revolving Credit Percentage in each Issuing Lender’s obligations and rights
under and in respect of each Letter of Credit issued by such Issuing Lender
hereunder and the amount of each draft paid by such Issuing Lender
thereunder.  Each L/C Participant
unconditionally and irrevocably agrees with each Issuing Lender that, if a
draft is paid under any Letter of Credit by such Issuing Lender for which such
Issuing Lender is not reimbursed in full by the Borrower in accordance with the
terms of this Agreement, such L/C Participant shall pay to such Issuing Lender,
upon demand, at such Issuing Lender’s address for notices specified herein, an amount
equal to such L/C Participant’s Revolving Credit Percentage of the amount of
such draft, or any part thereof, that is not so reimbursed.


 


(b)                                 If any
amount required to be paid by any L/C Participant to an Issuing Lender pursuant
to Section 2.25(a) in respect of any unreimbursed portion of any
payment made by such Issuing Lender under any Letter of Credit is paid to such
Issuing Lender within three Business Days after the date such payment is due,
such L/C Participant shall pay to such Issuing Lender on demand an amount equal
to the product of (i) such amount, times (ii) the daily average
Federal Funds Effective Rate during the period from and including the date such
payment is required to the date on which such payment is immediately available
to such Issuing Lender, times (iii) a fraction the numerator of which is
the number of days that elapse during such period and the denominator of which
is 360.  If any such amount required to
be paid by any L/C Participant pursuant to Section 2.25(a) is not
made available to such Issuing Lender by such L/C Participant within three
Business Days after the date such payment is due, such Issuing Lender shall be
entitled to recover from such L/C Participant, on demand, such amount with
interest thereon calculated from such due date at the rate per annum applicable
to Base Rate Loans under the Revolving Credit Facility.  A certificate of such Issuing Lender
submitted to any L/C Participant with respect to any such amounts owing under
this Section shall be conclusive in the absence of manifest error.


 


(c)                                  Whenever,
at any time after an Issuing Lender has made payment under any Letter of Credit
and has received from any L/C Participant its pro  rata share of
such payment in accordance with Section 2.25(a), such Issuing Lender
receives any payment related to such Letter of Credit (whether directly from
the Borrower or otherwise, including proceeds of collateral applied thereto by
such Issuing Lender), or any payment of interest on account thereof, such
Issuing Lender will distribute to such L/C Participant its pro  rata
share thereof; provided, however, that in the event that any such
payment received by such Issuing Lender shall be required to be returned by
such Issuing Lender, such L/C Participant shall return to such Issuing Lender
the portion thereof previously distributed by such Issuing Lender to it.


 


(d)                                 Each
Lender’s obligation to purchase, pursuant to Section 2.25(a), such Lender’s
Revolving Credit Percentage in each Issuing Lender’s obligations and rights
under and in respect of each Letter of Credit issued by such Issuing Lender
hereunder shall be absolute and unconditional and shall not be affected by any
circumstance, including, without limitation, (i) any setoff, counterclaim,
recoupment, defense or other right which such Lender or the Borrower may have
against such Issuing Lender, the Borrower or any other Person for any reason
whatsoever; (ii) the occurrence or continuance of a Default or an Event of
Default or the


 


A-15





















 


failure to satisfy any of the other conditions specified in Section 4;
(iii) any adverse change in the condition (financial or otherwise) of the
Borrower or any other Loan Party; (iv) any breach of this Agreement or any
other Loan Document by the Borrower, any other Loan Party or any other Lender;
or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing.


 


2.26                           Reimbursement
Obligation of the Borrower.  The Borrower agrees to reimburse each Issuing
Lender on each date on which such Issuing Lender notifies the Borrower of the
date and amount of a draft presented under any Letter of Credit and paid by
such Issuing Lender (but in any event no such reimbursement shall be required
before the date on which Base Rate Loans would be made (or the procedure
specified in Section 2.25 would become applicable) as described in the
last two sentences of this Section) for the amount of (a) such draft so
paid and (b) any taxes, fees, charges or other costs or expenses incurred
by such Issuing Lender in connection with such payment (the amounts described
in the foregoing clauses (a) and (b) in respect of any drawing,
collectively, the “Payment Amount”). Each such payment shall be made to
such Issuing Lender at its address for notices specified herein in lawful money
of the United States of America and in immediately available funds.  Interest shall be payable on each Payment
Amount from the date of the applicable drawing until payment in full at the
rate set forth in (i) until the second Business Day following the date of
the applicable drawing, Section 2.12(b) and (ii) thereafter, Section 2.12(c).  Each drawing under any Letter of Credit shall
(unless an event of the type described in clause (i) or (ii) of Section 7(f) shall
have occurred and be continuing with respect to the Borrower, in which case the
procedures specified in Section 2.25 for funding by L/C Participants shall
apply) constitute a request by the Borrower to the Administrative Agent for a
borrowing pursuant to Section 2.5 of Base Rate Loans in the amount of such
drawing.  The Borrowing Date with respect
to such borrowing shall be the first date on which a borrowing of Revolving
Credit Loans could be made, pursuant to Section 2.5, if the Administrative
Agent had received a notice of such borrowing at the time of such drawing under
such Letter of Credit.


 


2.27                           Obligations
Absolute.  The Borrower’s
obligations under Sections 2.22 through 2.28 shall be absolute and
unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment that the Borrower may have or have had
against any Issuing Lender, any L/C Participant, any beneficiary of a Letter of
Credit or any other Person.  The Borrower
also agrees that each Issuing Lender and the L/C Participant shall not be
responsible for, and the Borrower’s Reimbursement Obligations under Section 2.26
shall not be affected by, among other things, the validity or genuineness of
documents or of any endorsements thereon, even though such documents shall in
fact prove to be invalid, fraudulent or forged, or any dispute between or among
the Borrower and any beneficiary of any Letter of Credit or any other party to
which such Letter of Credit may be transferred or any claims whatsoever of the
Borrower against any beneficiary of such Letter of Credit or any such
transferee.  No Issuing Lender or L/C
Participant shall be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors or
omissions found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct
of such Issuing Lender.  The Borrower
agrees that any action taken or omitted by an Issuing Lender under or in
connection with any Letter of Credit issued by it or the related drafts or
documents, if done in the absence of gross negligence or


 


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willful misconduct and in accordance with the standards or
care specified in the Uniform Commercial Code of the State of New York, shall
be binding on the Borrower and shall not result in any liability of such
Issuing Lender or any L/C Participant to the Borrower.


 


2.28                           Letter of
Credit Payments.  If any draft
shall be presented for payment under any Letter of Credit, the relevant Issuing
Lender shall promptly notify the Borrower of the date and amount thereof.  The responsibility of the relevant Issuing
Lender to the Borrower in connection with any draft presented for payment under
any Letter of Credit issued by such Issuing Lender shall, in addition to any
payment obligation expressly provided for in such Letter of Credit, be limited to
determining that the documents (including each draft) delivered under such
Letter of Credit in connection with such presentment are substantially in
conformity with such Letter of Credit.


 


2.29                           Applications.  To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the provisions
of Sections 2.22 through 2.28, the provisions of Sections 2.22 through 2.28
shall apply; provided, however, that any term, condition or
provision of any Application which is in addition to, or the subject matter of
which is not in, part of or covered by, the provisions of Sections 2.22 through
2.28 shall not be considered as being or deemed to be in conflict with or
inconsistent with the provisions of Sections 2.22 through 2.28.


 


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ANNEX III


 


FORM OF TERM NOTE


 


THIS NOTE AND THE
OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE
WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW.  TRANSFERS OF THIS NOTE AND THE OBLIGATIONS
REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE
ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT.


 


	
  $

  	
   

  	
  New York, New York

  
	
   

  	
   

  	
  December    , 2005

  



 


FOR VALUE RECEIVED, the
undersigned, B&G FOODS, INC.,
a Delaware corporation (the “Borrower”), hereby unconditionally promises
to pay to                  (the
“Lender”) or its registered assigns at the Payment Office specified in
the Credit Agreement (as hereinafter defined) in lawful money of the United
States and in immediately available funds, the principal amount of (a)                            DOLLARS
($                  ),
or, if less, (b) the unpaid principal amount of the Term Loan made by the
Lender pursuant to Section 2.1 of the Credit Agreement.  The principal amount shall be paid in the
amounts and on the dates specified in Section 2.3 of the Credit
Agreement.  The Borrower further agrees
to pay interest in like money at such office on the unpaid principal amount
hereof from time to time outstanding at the rates and on the dates specified in
Section 2.12 of the Credit Agreement.


 


The holder of this Note is
authorized to endorse on the schedules annexed hereto and made a part hereof or
on a continuation thereof which shall be attached hereto and made a part hereof
the date, Type and amount of the Term Loan and the date and amount of each
payment or prepayment of principal with respect thereto, each conversion of all
or a portion thereof to another Type, each continuation of all or a portion
thereof as the same Type and, in the case of Eurodollar Loans, the length of
each Interest Period with respect thereto. 
Each such endorsement shall constitute prima  facie
evidence of the accuracy of the information endorsed.  The failure to make any such endorsement or
any error in any such endorsement shall not affect the obligations of the
Borrower in respect of the Term Loan.


 


This Note (a) is one of
the Term Notes referred to in the Credit Agreement dated as of October 14,
2004 (as amended, supplemented, replaced or otherwise modified from time to
time, the “Credit Agreement”), among the Borrower, the Lender, the other
banks and financial institutions or entities from time to time parties thereto,
Lehman Brothers Inc., as advisor, lead arranger and book manager, Lehman
Commercial Paper Inc., as administrative agent, (b) is subject to the
provisions of the Credit Agreement and (c) is subject to optional and
mandatory prepayment in whole or in part as provided in the Credit
Agreement.  This Note is secured and
guaranteed as provided in the Loan Documents. 
Reference is hereby made to the Loan Documents for a description of the
properties and assets in which a security interest has been granted, the nature
and extent of the security and the guarantees, the terms and conditions upon


 


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which the security interests
and each guarantee were granted and the rights of the holder of this Note in
respect thereof.


 


Upon the occurrence of any
one or more of the Events of Default, all principal and all accrued interest
then remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable, all as provided in the Credit Agreement.


 


All parties now and
hereafter liable with respect to this Note, whether maker, principal, surety,
guarantor, endorser or otherwise, hereby waive presentment, demand, protest and
all other notices of any kind.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the
meanings given to them in the Credit Agreement.


 


NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE
TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND
OTHER PROVISIONS OF SECTION 9.6 OF THE CREDIT AGREEMENT.


 


THIS NOTE SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.


 


	
   

  	
  B&G FOODS, INC.,

  
	
   

  	
  as Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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Schedule A

to Term Note


 


LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS


 


	
  Date

  	
   

  	
  Amount of Base Rate

  Loans

  	
   

  	
  Amount

  Converted to

  Base Rate Loans

  	
   

  	
  Amount of Principal of

  Base Rate Loans Repaid

  	
   

  	
  Amount of Base Rate

  Loans Converted to

  Eurodollar Loans

  	
   

  	
  Unpaid Principal Balance

  of Base Rate Loans

  	
   

  	
  Notation Made By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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Schedule B

to Term Note


 


LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF
EURODOLLAR LOANS


 


	
  Date

  	
   

  	
  Amount of

  Eurodollar Loans

  	
   

  	
  Amount Converted

  to Eurodollar

  Loans

  	
   

  	
  Interest Period and

  Eurodollar Rate with

  Respect Thereto

  	
   

  	
  Amount of Principal

  of Eurodollar Loans

  Repaid

  	
   

  	
  Amount of Eurodollar

  Loans Converted to

  Base Rate Loans

  	
   

  	
  Unpaid Principal

  Balance of

  Eurodollar Loans

  	
   

  	
  Notation

  Made By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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