**Exhibit 10.1**

**Execution Copy**

**FOURTH AMENDMENT TO CREDIT AGREEMENT Dated as of May 19, 2006**

This **FOURTHAMENDMENT TO CREDIT AGREEMENT**(this “Amendment”) is among **B&G FOODS, INC.**, a Delaware corporation(the “Borrower”), the several banks and other financial institutions orentities 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 “AdministrativeAgent”).

**PRELIMINARY STATEMENTS:**

A.            The Borrower, the Lenders, theAdministrative Agent and Lehman Brothers Inc., as Arranger, The Bank of NewYork, as Documentation Agent, and Bank of America, N.A., successor by merger toFleet National Bank, as Syndication Agent, entered into a Revolving CreditAgreement, dated as of October 14, 2004, as amended by the First Amendmentdated as of March 30, 2005, the Second Amendment dated as of September 9, 2005and the Third Amendment dated as of December 22, 2005 (such Revolving CreditAgreement as so amended prior to the date hereof and together with all Annexes,Exhibits and Schedules thereto, the “Credit Agreement”; capitalizedterms used and not otherwise defined herein shall have the meanings ascribed tosuch terms in the Credit Agreement); and

B.            TheBorrower has requested that the Lenders amend the Credit Agreement to permitthe Borrower to incur additional Indebtedness consisting of outstandingPermitted Foreign Currency Letters of Credit.

**NOW, THEREFORE**, inconsideration of the premises and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the partieshereto agree as follows:

# 1.             **Amendments to Credit Agreement.**  Subject to the satisfaction of the conditionsset forth in Section 3 hereof, Section 6.2(n) of the Credit Agreement is herebyamended to replace the dollar amount “$1,000,000” with “$3,000,000”.

# 2.             **Waiver**.  Subject to the satisfaction of the conditionsset forth in Section 3 hereof, the requisite Lenders hereby waive any Defaultor Event of Default directly arising from the issuance prior to the date hereofof a Permitted Foreign Currency Letter of Credit, the Dollar Equivalent ofwhich exceeded $1,000,000.

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

## (a)           theAdministrative Agent shall have received counterparts of this Amendment signedby each of the Borrower and the Administrative Agent and written authorizationto execute this Amendment from each of the Required Lenders;

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## (b)           theAdministrative Agent shall have received counterparts of the consent of theGuarantors attached hereto as Annex I (the “Consent”) executed by eachof the Guarantors;

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

## (d)           theAdministrative Agent shall have received payment in immediately available fundsof all expenses incurred by the Administrative Agent (including, withoutlimitation, legal fees) that are then due and payable and reimbursable underthe Credit Agreement and for which invoices have been presented.

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

## (a)           Authority.  The Borrower has the corporate or otherorganizational power and authority to execute and deliver this Amendment and toperform its obligations hereunder and under the Credit Agreement (as amendedhereby).  Each of the Guarantors has thecorporate or other organizational power and authority to execute and deliverthe Consent and to perform its obligations thereunder.  The execution, delivery and performance (i)by the Borrower of this Amendment and the Credit Agreement (as amended hereby)and the consummation by the Borrower of the transactions contemplated hereby and thereby and (ii) by theGuarantors of the Consent, in each case, have been duly authorized by allnecessary corporate or other organizational action of such Person.  Other than any required disclosure filingswith the Securities and Exchange Commission, no material consent orauthorization of, filing with, notice to, or other act by or in respect of, anyGovernmental Authority or any other Person is required in connection with theexecution, 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 hasbeen duly executed and delivered on behalf of each Loan Party that is partythereto or hereto.  Assuming theconditions precedent in Section 3 of this Amendment have been satisfied, eachof the Consent, this Amendment and the Credit Agreement (as amended hereby) (i)constitutes a legal, valid and binding obligation of each Loan Party that isparty hereto or thereto, as applicable, enforceable against such Loan Party inaccordance with its terms, except as enforceability may be limited byapplicable bankruptcy, insolvency, reorganization, moratorium or similar lawsaffecting the enforcement of creditors’ rights generally and by generalequitable principles (whether enforcement is sought by proceedings in equity orat law) and (ii) is in full force and effect. Neither the execution or delivery of the Consent or this Amendment bythe Borrower or any of the Guarantors, as applicable, or the performance by theBorrower or the Guarantors of their respective obligations under the Consent,this Amendment or the Credit Agreement (as amended hereby), will adversely affectthe validity, perfection or priority of the Administrative Agent’s Lien (forthe ratable benefit of Secured Parties) on any of the Collateral or its abilityto realize thereon.

## (c)           Representationsand Warranties.  After giving effectto this Amendment, the representations and warranties contained in the CreditAgreement and the other Loan Documents (other than any such representations andwarranties that, by their terms, are specifically made as of

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

## (d)           NoConflicts.  Neither the execution anddelivery of the Consent or this Amendment, nor the consummation of thetransactions contemplated hereby and thereby, nor the performance of andcompliance with the terms and provisions hereof, thereof or of the CreditAgreement (as amended hereby) by any Loan Party will, at the time of suchperformance, (a) violate any Requirement of Law or any material ContractualObligation of any Loan Party, except for any such violation that could notreasonably be expected to have a Material Adverse Effect or (b) result in, orrequire, the creation or imposition of any Lien (other than Liens created by orotherwise permitted by the Loan Documents) on any of their respectiveproperties pursuant to any Requirement of Law or any such ContractualObligation.

## (e)           No Default.  After giving effect to this Amendment, noevent has occurred and is continuing that constitutes a Default or Event ofDefault.

# 5.             **Reference to and Effect on the LoanDocuments. **

## (a)           Upon andafter the effectiveness of this Amendment, each reference in the CreditAgreement to “this Agreement”, “hereunder”, “hereof” or words of like importreferring to the Credit Agreement, and each reference in the other LoanDocuments to “the Credit Agreement”, “thereunder”, “thereof” or words of likeimport referring to the Credit Agreement, shall mean and be a reference to theCredit Agreement as amended hereby.  ThisAmendment is a Loan Document.

## (b)           Except asspecifically amended by this Amendment, the Credit Agreement and the other LoanDocuments are and shall continue to be in full force and effect and are herebyin all respects ratified and confirmed. Without limiting the generality of the foregoing, the Security Documentsand all of the Collateral described therein do and shall continue to secure thepayment of all Obligations under and as defined therein, in each case asmodified hereby.

## (c)           Theexecution, delivery and effectiveness of this Amendment shall not, except asexpressly provided herein, operate as a waiver of any right, power or remedy ofany Secured Party under any of the Loan Documents, or, except as expresslyprovided herein, constitute a waiver or amendment of any provision of any ofthe Loan Documents.

# 6.             **Counterparts.**  This Amendment and the Consent may beexecuted in any number of counterparts and by different parties hereto inseparate counterparts, each of which when so executed and delivered shall be deemedto be an original and all of which taken together shall constitute one and thesame agreement.  Delivery of an executedcounterpart of a signature page to this Amendment or the Consent by facsimileshall be effective as delivery of a manually executed counterpart of thisAmendment or Consent, as the case may be.

# 7.             **Severability.**  Any provision of this Amendment that isprohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,be ineffective to the extent of such prohibition or unenforceability withoutinvalidating the remaining provisions hereof, and any such prohibition orunenforceability in any jurisdiction shall not invalidate or renderunenforceable such provision in any other jurisdiction.

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

*[Signature pages follow]*

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**IN WITNESS WHEREOF**,the parties hereto have caused this Amendment to be executed by theirrespective officers thereunto duly authorized, as of the date first writtenabove.
|        | **LEHMAN COMMERCIAL PAPER INC.,** |
|--------|-----------------------------------|
|   | as Administrative Agent           |
|   |                              |   |
|   |                              |   |
|   | By:                               | /s/ Ritam Bhalla |   |
|   |                              | Name: | Ritam Bhalla |
|   |                              | Title: | Authorized Signatory |
|   |                              |   |   |
|   |                              |   |   |
|   | **B&G FOODS, INC.,**          |
|   | as Borrower                       |
|   |                              |   |   |
|   |                              |   |   |
|   | By:                               | /s/ Robert C. Cantwell |   |
|   |                              | Name: | Robert C. Cantwell |
|   |                              | Title: | Executive Vice President of Finance   and Chief Financial Officer |
|        |                                   |  |  |  |

 

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ANNEX I

**CONSENT OF GUARANTORS**

Each of the undersigned is a Guarantor of theObligations of the Borrower under the Credit Agreement and hereby(a) consents to the foregoing Amendment, (b) acknowledges thatnotwithstanding the execution and delivery of the foregoing Amendment, theobligations of each of the undersigned Guarantors are not impaired or affectedand all guaranties given to the holders of Obligations (including, withoutlimitation, the Obligations after giving effect to the foregoing Amendment) andall Liens granted as security for the Obligations continue in full force andeffect, and (c) confirms and ratifies its obligations under the Guaranteeand Collateral Agreement and each other Loan Document executed by it.  Capitalized terms used herein withoutdefinition shall have the meanings given to such terms in the Amendment towhich this Consent is attached or in the Credit Agreement referred to therein,as applicable.

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

 
|        | BGH HOLDINGS, INC.                  |
|--------|-------------------------------------|
|   | BLOCH &  GUGGENHEIMER, INC.     |
|   | POLANER, INC.                       |
|   | MAPLE GROVE  FARMS OF VERMONT, INC. |
|   | HERITAGE  ACQUISITION CORP.         |
|   | ORTEGA HOLDINGS  INC.               |
|   | WILLIAM  UNDERWOOD COMPANY          |
|   |                                |   |   |   |
|   |                                |   |   |   |
|   | By:                                 | /s/ Robert C.  Cantwell |   |   |
|   |                                | Name: | Robert C. Cantwell |   |   |
|   |                                | Title: | Authorized Officer |   |   |

 

 

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