Exhibit 10.1


 


Execution Version


 


FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND
RESIGNATION AND APPOINTMENT AGREEMENT


 


This
First Amendment to the Credit Agreement (as defined below) and Resignation and
Appointment Agreement (this “Amendment”) dated as of August 5,
2009, is by and among B&G Foods, Inc. (the “Borrower”), each
Lender (as defined below) party hereto, the Guarantors, Lehman Commercial Paper
Inc. (“Lehman”), a debtor and debtor in possession under chapter 11 of
the Bankruptcy Code (defined below) acting alone or through one or more of its
branches as the Administrative Agent (in such capacity, the “Existing Agent”),
Swing Line Lender and as a Revolving Credit Lender and Credit Suisse, as the
successor Administrative Agent (in such capacity, the “Successor Agent”)
and successor Swing Line Lender.  Defined
terms in the Credit Agreement have the same meanings where used herein, unless
otherwise defined.


 


RECITALS


 


WHEREAS,
the Borrower, the several banks and other financial institutions or entities
from time to time party thereto (the “Lenders”), and the Existing Agent
have entered into the Amended and Restated Credit Agreement dated as of February 23,
2007 (as amended, restated, supplemented or otherwise modified, the “Credit
Agreement”);


 


WHEREAS,
the Borrower has requested that the Credit Agreement be amended to, among other
things, provide for Extended Revolving Credit Commitments, which Extended
Revolving Credit Commitments and any borrowings of Extended Revolving Credit
Loans thereunder, will permanently reduce in full all outstanding Existing
Revolving Credit Commitments and prepay in full all outstanding Existing
Revolving Credit Loans, in each case, on the First Amendment Effective Date;


 


WHEREAS,
each existing Lender with a Revolving Credit Commitment or outstanding
Revolving Credit Loans (an “Existing Revolving Credit Lender”) that
executes and delivers a signature page to this Amendment specifically in
the capacity of an “Extended Revolving Credit Lender” (each, together with each
Additional Lender (as defined below), an “Extended Revolving Credit Lender”)
will be deemed on the First Amendment Effective Date to have made a commitment
to (a) maintain an Extended Revolving Credit Commitment in an aggregate
principal amount of no less than (or, if so indicated on such signature page and
agreed to by the Successor Agent, such aggregate principal amount in excess of)
the aggregate principal amount of such Existing Revolving Credit Lender’s
existing Revolving Credit Commitment immediately prior to the First Amendment
Effective Date (the “Existing Revolving Credit Commitment”) and (b) from
time to time make Extended Revolving Credit Loans thereunder as provided in the
Credit Agreement.  Each other Person that
executes and delivers a signature page to this Amendment specifically in
the capacity of an “Extended Revolving Credit Lender” (an “Additional Lender”)
will be deemed on the First Amendment Effective Date to have made a commitment
to maintain an Extended Revolving Credit Commitment in an aggregate principal
amount as set forth on such signature page and to, from time to time, make
Extended Revolving Credit Loans thereunder as provided for in the Credit
Agreement.  Each Existing Revolving
Credit Lender who executes and delivers this Amendment solely in the capacity
of an Existing Revolving Credit Lender shall be deemed to have agreed to this
Amendment, but will not be deemed by virtue of such execution and delivery to
have undertaken any commitment to become an Extended Revolving Credit Lender;


 


WHEREAS,
on October 5, 2008, the Existing Agent commenced a voluntary case under
chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”)
and on such date, pursuant to 


 

















 


Section 363(a) of
the Bankruptcy Code, an automatic stay went into effect that prohibits actions
to interfere with, or obtain possession or control of, the Existing Agent’s
property or to collect or recover from the Existing Agent any debts or claims
that arose before such date;


 


WHEREAS,
the Existing Agent desires to resign as Administrative Agent and Swing Line
Lender under the Credit Agreement and the other Loan Documents;


 


WHEREAS,
the Borrower and the Required Lenders desire to ratify the appointment of
Credit Suisse as successor Administrative Agent and successor Swing Line Lender
under the Credit Agreement and the other Loan Documents, and the Successor
Agent wishes to accept such appointment; and


 


WHEREAS,
the Borrower has requested that the Lenders also agree to amend certain
provisions of the Credit Agreement as more fully set forth herein.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which hereby are acknowledged, the parties hereto hereby agree as follows:


 


1.             Amendments to the Credit
Agreement. Effective on and after the First Amendment Effective Date, the
Credit Agreement is hereby amended as follows:


 


(a)           Section 1 of the Credit
Agreement is hereby amended by adding the following definitions in proper
alphabetical sequence:


 


“Default Excess”: means, as at the date of computation thereof
with respect to any Defaulting Lender, the sum of the amounts of defaulted
Revolving Credit Loans and defaulted payments of such Lender at such date.


 


“Defaulting
Lender”: any Revolving Credit Lender that has failed to fund any portion of
its Revolving Credit Loans, participations in Letters of Credit or
participations in Swing Line Loans within one Business Day immediately
succeeding the date required to be funded by it hereunder, or any Revolving
Credit Lender that has, as determined by the Administrative Agent (a) notified
the Borrower, the Administrative Agent, the Issuing Bank, the Swing Line Lender
or any Revolving Credit Lender in writing that it does not intend to comply
with any or all of its funding obligations under this Agreement or has made a
public statement to the effect that it does not intend to comply with its
funding obligations under this Agreement or under other agreements in which it
commits to extend credit, (b) failed, within three Business Days after a
request by the Administrative Agent, to confirm that it will comply with the
terms of this Agreement relating to its obligations to fund prospective
Revolving Credit Loans, participations in then outstanding Letters of Credit
and participations in then outstanding Swing Line Loans, (c) otherwise
failed to pay over to the Administrative Agent or any other Revolving Credit
Lender any other amount required to be paid by it hereunder within one Business
Day of the date when due, or (d) (i) become or is insolvent or has a
parent company that has become or is insolvent, (ii) become the subject of
a bankruptcy or insolvency proceeding, or has had a receiver, conservator,
trustee or custodian appointed for it, or has taken any action in furtherance
of, or indicating its consent to, approval of or acquiescence in any such
proceeding or appointment or has a parent company that has become the subject
of a bankruptcy or insolvency proceeding, or has had a receiver, conservator,
trustee or custodian appointed for it, or has taken any action in furtherance
of, or indicating its consent to, approval of or acquiescence in any such
proceeding or appointment or (iii) consummated or entered into a
commitment to consummate a forced liquidation, merger, sale of assets or other 


 


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transaction
resulting in a change of ownership or operating control of such Revolving
Credit Lender supported in whole or in part by guaranties, assumption of
liabilities or other comparable credit support of (including without limitation
the nationalization or assumption of ownership or operating by) any
Governmental Authority and either the Administrative Agent or the Required
Lenders have concluded (in their respective good faith judgment) that any such
event described in this sub-clause (iii) increases the risk that such
Person will fail to fund any portion of its Revolving Credit Loans,
participations in Letters of Credit or participations in Swing Line Loans
within one Business Day of the date required to be funded by it hereunder.”


 


“Existing Revolving Credit Lender”: each Lender with a Revolving
Credit Commitment or outstanding Revolving Credit Loans immediately prior to
the First Amendment Effective Date.


 


“Existing Revolving Credit Loans”: each Revolving Credit Loan
made by an Existing Revolving Credit Lender that is outstanding immediately
prior to the First Amendment Effective Date.


 


“Extended Commitment Fee Rate: 
1⁄2 of 1% per annum.


 


“Extended Revolving Credit Commitment”: as to any Lender
executing the First Amendment specifically in the capacity of an Extended
Revolving Credit Lender, the obligation of such Lender to make Extended
Revolving Credit Loans or participate in Swing Line Loans and participate in
Letters of Credit on or after the First Amendment Effective Date in an
aggregate principal and/or face amount not to exceed the amount set forth under
its signature to the First Amendment to the extent accepted by the Successor
Agent or 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.


 


“Extended Revolving Credit Commitment Period”: the period from
and including the First Amendment Effective Date to the Extended Revolving
Credit Termination Date.


 


“Extended Revolving Credit Lender”:  each Lender with an Extended Revolving Credit
Commitment or outstanding Extended Revolving Credit Loans on or after the First
Amendment Effective Date.


 


“Extended Revolving Credit Loans”: each Revolving Credit Loan
made by an Extended Revolving Credit Lender on or after the First Amendment
Effective Date.


 


“Extended Revolving Credit Termination Date”:  February 23, 2013, unless the Senior
Notes shall not have been repaid, redeemed or refinanced prior to April 1,
2011, in which case the Extended Revolving Credit Termination Date shall be April 1,
2011.


 


“First Amendment”:  the
First Amendment to this Agreement and Resignation and Appointment Agreement,
dated of August 5, 2009.


 


“First Amendment Effective Date”: the date on which the First
Amendment becomes effective as described in the First Amendment.


 


(b)           Section 1 of the Credit
Agreement is hereby amended by amending and restating in their entirety the
definitions set forth below:


 


3

















 


“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 and (b) with respect to the Tranche C Term Loans, 1.00% in the case
of Base Rate Loans and 2.00% in the case of Eurodollar Loans.


 


“Base Rate”:  for any day, a rate per annum equal to the
greatest of (a) the Prime Rate in effect on such day,  (b) the Federal Funds Effective Rate in
effect on such day plus 1⁄2 of 1% and (c) the Eurodollar Rate for a one
month Interest Period on such day (or if such day is not a Business Day, the
immediately preceding Business Day) plus 1%; provided
that, for the avoidance of doubt, the Eurodollar Rate for any day shall be
based on the rate determined on such day at approximately 11 a.m. (London
time) by reference to the British Bankers’ Association Interest Settlement
Rates for deposits in dollars (as set forth by any service selected by the
Administrative Agent that has been nominated by the British Bankers’ Association
as an authorized vendor for the purpose of displaying such rates) on such
day.  For purposes hereof:  “Prime Rate” shall mean the rate of
interest per annum announced from time to time by Credit Suisse (or any
successor to Credit Suisse in its capacity as Administrative Agent) as its
prime commercial lending rate in effect at its principal office in New York
City. The Prime Rate is a reference rate and does not necessarily represent the
lowest or best rate actually charged to any customer.


 


“Eurodollar Base Rate”: with respect
to any Eurodollar Loan, the rate per annum determined by the Administrative
Agent, at approximately 11:00 a.m. (London time) on the date which is two
Business Days prior to the beginning of the relevant Interest Period (as specified
in the applicable Borrowing notice) by reference to the British Bankers’
Association Interest Settlement Rates for deposits in Dollars (as set forth by
any service which has been nominated by the British Bankers’ Association as an
authorized information vendor for the purpose of displaying such rates) for a
period equal to such Interest Period, provided that, to the extent that an
interest rate is not ascertainable pursuant to the foregoing provision of this
definition, the “Eurodollar Base Rate” shall be the interest rate per annum,
determined by the Administrative Agent to be the average of the rates per annum
at which deposits in Dollars are offered for such relevant Interest Period to
major banks in the London interbank market in London, England by the
Administrative Agent at approximately 11:00 a.m. (London time) on the date
which is two Business Days prior to the beginning of such Interest Period.


 


“Lender”: each
Existing Revolving Credit Lender, each Extended Revolving Credit Lender, each
Tranche C Term Loan Lender and each other bank, financial institution or other
entity from time to time party to this Agreement as a Lender.


 


“Revolving Credit Loans”:  Existing Revolving Credit Loans and Extended
Revolving Credit Loans.


 


(c)           Section 1 of the Credit
Agreement is further amended by making the following changes:


 


(i)            The
definition of “Adjustment Date” is hereby deleted in its entirety.


 


(ii)           The
definition of “Eurodollar Rate” is hereby amended by deleting the phrase “(rounded
upward to the nearest 1/100th of 1%)” immediately after the
words “following formula”.


 


4

















 


(iii)          The
definition of “Interest Period” is hereby amended by deleting the words “one,
two,” in clause (b) thereof, in the first instance such words appear.


 


(iv)          The
definition of “Net Cash Proceeds” is hereby amended by inserting the
words “or equity” immediately after the phrase “issuance or sale of debt” and
immediately prior to the word “securities” in clause (b) thereof.


 


(v)           The
definition of “Pricing Grid” is hereby deleted in its entirety.


 


(vi)          The
last sentence of the definition of “Revolving Credit Commitment” is
hereby amended and restated in its entirety as follows:  “The aggregate amount of Total Revolving
Credit Commitments as of the First Amendment Effective Date is $25,000,000.”


 


(d)           Section 2.4 of the Credit
Agreement is hereby amended and restated in its entirety as follows:


 


“Revolving
Credit Commitments; Swing Line Commitment. 
(a)  Subject to the terms and conditions hereof, each Extended
Revolving Credit Lender severally agrees to make Extended Revolving Credit
Loans to the Borrower from time to time during the Extended 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 Extended Revolving Credit Commitment.  During the Extended Revolving Credit
Commitment Period the Borrower may use the Extended 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 Extended 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 2.11, provided that no Extended
Revolving Credit Loan shall be made as a Eurodollar Loan after the day that is
one month prior to the Extended Revolving Credit Termination Date.  Any Existing Revolving Credit Loans
outstanding under the Credit Agreement immediately prior to the First Amendment
Effective Date shall continue to be outstanding and be deemed to be Extended
Revolving Credit Loans made hereunder subject to the terms and conditions
hereof; provided that no Existing Revolving Credit Lender or Extended Revolving
Credit Lender shall be entitled to the indemnification set forth in Section 2.19
for any losses or expenses that may be incurred as a result of such conversion
into Extended Revolving Credit Loans on the First Amendment Effective 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 Extended Revolving Credit
Commitments from time to time during the Extended 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 Extended 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 


 


5

















 


would
be less than zero.  During the Extended
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.  Any Swing
Line Loans outstanding under the Credit Agreement immediately prior to the
First Amendment Effective Date shall continue to be outstanding and be deemed
to be Swing Line Loans made hereunder, subject to the terms and conditions
hereof.


 


(c)           The Borrower shall repay all
outstanding (1) Extended Revolving Credit Loans on the Extended Revolving
Credit Termination Date and (2) Swing Line Loans on the earlier of (x) the
Extended Revolving Credit Termination Date and (y) the date that is seven (7) Business
Days after such Swing Line Loan is made.”


 


(e)           Sections 2.5(a) and (b) of
the Credit Agreement are hereby amended such that the phrase “Revolving Credit
Commitment Period” is replaced with “Extended Revolving Credit Commitment
Period” in each instance it is used therein.


 


(f)            Section 2.6(a) is hereby
amended such that the phrase “Revolving Credit Termination Date” shall be
replaced with “Extended Revolving Credit Termination Date” in each instance it
is used therein.


 


(g)           Section 2.7(a) is hereby
amended and restated in its entirety as follows:


 


(a)           The Borrower agrees
to pay to the Administrative Agent for the account of each Extended Revolving
Credit Lender which is not a Defaulting Lender a commitment fee for the period
from and including the First Amendment Effective Date to the last day of the
Extended Revolving Credit Commitment Period, computed at the Extended
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 Business Day of each March, June, September and
December and on the Extended Revolving Credit Termination Date (or any
earlier date of termination of the Extended Revolving Credit Commitments),
commencing on the first of such dates to occur after the First Amendment
Effective Date.


 


(h)           Section 2.14 is hereby amended
by deleting the following language at the end of the first sentence thereof:


 


“, 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”


 


(i)            Section 2.22 is hereby amended
and restated in its entirety as follows:


 


“2.22.      Substitution of
Lenders.  Upon the receipt by the
Borrower from any Lender of a claim under Section 2.17, 2.18 or 2.20, or
notice such Lender has become a Defaulting Lender, the Borrower may: (a) request
one more of the other Lenders to acquire and assume all or part of such Lender’s
Loans, Reimbursement Obligations and Revolving Credit Commitment; or (b) replace
such 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
(other than, in the case of the replacement of a Defaulting Lender, as a result
of the failure of the Borrower to satisfy its cash collateralization
obligations pursuant to Section 2.31(a)(ii)) shall have occurred and be
continuing at the time of such replacement, (iii) the Borrower shall repay
(or the replacement 


 


6

















 


bank or institution shall purchase, at par) all Loans and Reimbursement
Obligations, accrued interest, fees 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 2.17, 2.18 and 2.20), (iv) the
Borrower shall be liable to such replaced Lender under Section 2.19 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, the Swing Line Lender and the Issuing
Lender, 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 except in the case of a Defaulting Lender).”


 


(j)            Section 2 is hereby amended by
adding the following as a new Section 2.31:


 


“2.31.  Defaulting Lenders.    Notwithstanding any provision of this
Agreement to the contrary, if any Revolving Credit Lender becomes a Defaulting
Lender, then the following provisions shall apply for so long as such Revolving
Credit Lender is a Defaulting Lender:


 


(a)           If a Revolving
Credit Lender has any outstanding obligations with respect to Letters of Credit
or if Swing Line Loans are outstanding at any time such Revolving Credit Lender
is a Defaulting Lender then:


 


(i)            all
or any part of such L/C Obligations and/or participations in Swing Line Loans
shall be reallocated among the Revolving Credit Lenders that are not Defaulting
Lenders in accordance with their respective Revolving Credit Percentage of the
L/C Obligations and/or Swing Line Loans but only to the extent (x) the sum
of (1) the principal amount of outstanding Revolving Credit Loans of all
Revolving Credit Lenders that are not Defaulting Lenders, (2) the L/C
Obligations of all Revolving Credit Lenders that are not Defaulting Lenders and
(3) the participations in outstanding Swing Line Loans of all Revolving
Credit Lenders that are not Defaulting Lenders, including their pro rata shares
of the Defaulting Lender’s L/C Obligations and participations in outstanding
Swing Line Loans, does not exceed the Total Revolving Credit Commitments of all
Revolving Credit Lenders that are not Defaulting Lenders, (y) the sum of (1) the
principal amount of outstanding Revolving Credit Loans of any Revolving Credit
Lender that is not a Defaulting Lender, (2) the L/C Obligations of such
Revolving Credit Lender that is not a Defaulting Lender and (3) the
participations in outstanding Swing Line Loans of such Revolving Credit Lender
that is not a Defaulting Lender, including its pro rata share of the Defaulting
Lender’s allocated L/C Obligations and/or Swing Line Loans, does not exceed the
Revolving Credit Commitment of such Revolving Credit Lender that is not a
Defaulting Lender, and (z) the conditions set forth in Section 4.2(a)-(b) are
satisfied at such time;


 


(ii)           if
the reallocation described in clause (i) above cannot, or can only
partially, be effected, the Borrower shall, within two Business Days following
notice by the Administrative Agent, deposit cash collateral in an amount equal
to such Defaulting Lender’s Revolving Credit Percentage of the L/C Obligations
and participations in Swing Line Loans (after giving effect to any partial
reallocation pursuant to clause (i) above) into a cash collateral account
maintained with (and subject to documentation reasonably satisfactory to) the
Administrative Agent for the 


 


7

















 


benefit
of the Lenders (and over which the Administrative Agent shall have a first
priority perfected Lien), for so long as such L/C Obligations and/or
participations in Swing Line Loans are outstanding; and


 


(iii)          if
the Revolving Credit Percentage of the L/C Obligations of the Revolving Credit
Lenders that are not Defaulting Lenders are reallocated pursuant to this Section 2.31(a),
then the fees payable to the Revolving Credit Lenders pursuant to Section 2.25
shall be adjusted in accordance with such Revolving Credit Lenders’ Revolving
Loan Percentage.


 


(b)           So long as any
Revolving Credit Lender is a Defaulting Lender, (i) the Issuing Lender
shall not be required to issue, amend, extend or increase any Letter of Credit,
unless it is satisfied that the related exposure will be 100% covered by the
Revolving Credit Commitments of the Revolving Credit Lenders that are not
Defaulting Lenders for the duration of such Letter of Credit or cash collateral
will be provided by the Borrower satisfactory to the Administrative Agent and
the Issuing Lender, and participating interests in any newly issued or
increased Letter of Credit shall be allocated among Revolving Credit Lenders
that are not Defaulting Lenders in a manner consistent with Section 2.31(a)(i) (and
Defaulting Lenders shall not participate therein) and any unallocated L/C
Obligations of the Defaulting Lender shall be cash collateralized, and (ii) the
Swing Line Lender shall not be required to make Swing Line Loans, unless it is
satisfied that the related exposure will be 100% covered by the Revolving
Credit Commitments of the Revolving Credit Lenders that are not Defaulting
Lenders for the duration of such Swing Line Loan or cash collateral will be provided
by the Borrower satisfactory to the Administrative Agent and the Swing Line
Lender, and participating interests in any newly made Swing Line Loans shall be
allocated among Revolving Credit Lenders that are not Defaulting Lenders in a
manner consistent with Section 2.31(a)(i) (and Defaulting
Lenders shall not participate therein) and any unallocated participations in
Swing Line Loans of the Defaulting Lender shall be cash collateralized.


 


In
the event that the Administrative Agent, the Borrower, the Issuing Lender and
the Swing Line Lender each agree that a Defaulting Lender has adequately
remedied all matters that caused such Revolving Credit Lender to be a
Defaulting Lender, then the L/C Obligations and/or participations in Swing Line
Loans of the Revolving Credit Lenders shall be readjusted to reflect the
inclusion of such Lender’s Revolving Credit Commitments, and on such date the
Administrative Agent shall return to the Borrower any cash collateral that has
been granted pursuant to this Section 2.31.


 


(c)           Until such time as the
Default Excess of such Defaulting Lender shall have been reduced to zero, any
payment or prepayment of the Revolving Credit Loans of such Lender (whether
voluntary or mandatory, at maturity, pursuant to Section 7 or otherwise) shall
be applied, first, to Swing Line Loans and amounts
owing in respect of Letters of Credit in accordance with Sections 2.5(e) and
2.26(c) respectively, in each case as if such Defaulting Lender had no
Swing Line Participation Amounts or participations in respect of L/C
Obligations outstanding; second,  to the Revolving Credit Loans of other Lenders as if such
Defaulting Lender had no Revolving Credit Loans outstanding, until such time as
the outstanding amount of Revolving Credit Loans of each Lender shall equal its
pro rata share thereof based on its Revolving Credit Percentage ratably to the
Lenders in accordance with their respective Revolving Credit Percentages of
Revolving Credit Loans being repaid or prepaid; and third,
to the then outstanding defaulted payments owed by such Defaulting Lender (and
applicable interest thereon), ratably to the Persons entitled thereto. Any of
the 


 


8

















 


amounts
as are reallocated pursuant to Section 2.31(a) that are payable or
paid (including pursuant to Section 9.7) to such Defaulting Lender shall
be deemed paid to such Defaulting Lender and applied by the Administrative
Agent on behalf of such Defaulting Lender, and each Lender hereby irrevocably
consents thereto.


 


(d)          Until such time as
all defaulted payments and interest thereon with respect to such Defaulting
Lender shall have been paid, the Administrative Agent may (in its discretion
and with the irrevocable consent of each Defaulting Lender, which is hereby
given) deem any amounts (other than those described in clause (c) immediately
above) thereafter received by the Administrative Agent for the account of such
Defaulting Lender (including amounts made available to the Administrative Agent
by such Defaulting Lender pursuant to Section 9.7) to have been paid to
such Defaulting Lender and applied on behalf of such Defaulting Lender to the
then outstanding defaulted payments of such Defaulting Lender (and applicable
interest thereon) ratably to the Persons entitled thereto.”


 


(e)           In connection with
any assignment of rights and obligations of any Defaulting Lender hereunder, no
such assignment shall be effective unless and until, in addition to the other
conditions thereto set forth herein, the parties to the assignment shall make
such additional payments to the Administrative Agent in an aggregate amount
sufficient, upon distribution thereof as appropriate (which may be outright
payment, purchases by the assignee of participations or sub-participations, or
other compensating actions, to each of which the applicable assignee and
assignor hereby irrevocably consent), to pay and satisfy in full all defaulted
Loans, Swing Line Participation Amounts and participations owed in respect of
L/C Obligations.  No assignment otherwise
permitted under Section 9.6 may be made to a Defaulting Lender or any
Affiliate thereof without the consent of the Borrower and the Administrative
Agent and, in the case of assignments with respect to Extended Revolving Credit
Loans and Extended Revolving Credit Commitments, the Issuing Lender and
Swingline Lender.


 


(k)           Section 6.2(g) is hereby
amended by adding the following at the end of clause (iii)(A) thereof:


 


“unless the Consolidated Leverage Ratio would be less than or equal to
4.5 to 1.0 after giving pro forma effect to such refinancing as if it had
occurred on the first day of the period measured by the Consolidated Leverage
Ratio, in which case such refinancing Indebtedness may be incurred on a senior
unsecured basis.”


 


(l)            Section 6.9(a) is hereby
amended and restated in its entirety as follows:


 


“(a)         make or offer to make
any optional or voluntary payment, prepayment, repurchase or redemption of, or
otherwise voluntarily or optionally defease, the Senior Subordinated Notes or
any Indebtedness that refinances the Senior Subordinated Notes, or segregate
funds for any such payment, prepayment, repurchase, redemption or defeasance,
or enter into any derivative or other transaction with any Derivatives
Counterparty obligating the Borrower or any Subsidiary to make payments to such
Derivatives Counterparty as a result of any change in market value of the
Senior Subordinated Notes or any Indebtedness that refinances the Senior
Subordinated Notes, except: (i) as permitted by Section 6.2(g); (ii) so
long 


 


9

















 


as
no Default or Event of Default has occurred and is continuing or would result
therefrom, to the extent such action is permitted under Section 4.07 of
the Senior Notes Indenture or the corresponding provision of any indenture or
instrument governing any Indebtedness that refinances the Senior Notes in
accordance with Section 6.2(f); (iii) so long as no Default or Event
of Default has occurred and is continuing or would result therefrom, the
Borrower may use the Net Cash Proceeds of an issuance of Capital Stock (other
than Disqualified Stock) by the Borrower; provided that
any such actions shall be taken within 90 days of the receipt of such Net Cash
Proceeds; and (iv) the Borrower may exchange the Senior Subordinated
Indebtedness or any Indebtedness that refinances the Senior Subordinated Notes
for the Borrower’s Capital Stock (other than Disqualified Stock).”


 


(m)          Section 9.7(b) is hereby
amended by adding the following at the end of the last sentence thereof:


 


“provided, further, that in the event that any Defaulting
Lender shall exercise any such right of setoff, (i) all amounts so set-off
shall be paid over immediately to the Administrative Agent for further
application in accordance with the provisions of Section 2.31 and, pending
such payment, shall be segregated by such Defaulting Lender from its other
funds and deemed held in trust for the benefit of the Administrative Agent and
the Lenders, and (y) the Defaulting Lender shall provide promptly to the
Administrative Agent a statement describing in reasonable detail the
Obligations owing to such Defaulting Lender as to which it exercised such right
of set-off.”


 


(n)           Additional Amendments:


 


(i)            Each
instance of the words “Lehman Commercial Paper Inc.” and “LCPI” in each Loan
Document is hereby replaced with “Credit Suisse”.


 


(ii)           Annex
A (Pricing Grid) is hereby deleted in its
entirety.


 


(iii)          The
information set forth on Annex 1 hereto hereby amends and replaces the
information set forth in Schedule 3.15 to the Credit Agreement and Schedules 2,
3, 4 and 5 of the Guarantee and Collateral Agreement.


 


2.             Agency Resignation, Waiver,
Consent and Appointment.


 


(a)           As of the First
Amendment Effective Date (as defined below), (i) the Existing Agent hereby
resigns as the Administrative Agent and Swing Line Lender as provided under Section 8.9 (Successor Administrative Agent) of the
Credit Agreement and shall have no further obligations under the Loan Documents
in such capacities; (ii) the Existing Agent hereby relinquishes its rights
to receive any further agency fees for acting as Administrative Agent under the
Loan Documents; (iii) the Required Lenders hereby appoint Credit Suisse as
successor Administrative Agent and Swing Line Lender under the Credit Agreement
and the other Loan Documents; (iv) the Borrower and Required Lenders
hereby waive any notice requirement provided for under the Loan Documents in
respect of such resignation or appointment; (v) the Borrower and Required
Lenders hereby consent to the appointment of the Successor Agent; (vi) Credit
Suisse hereby accepts its appointment as Successor Agent; (vii) the
Successor Agent shall bear no responsibility for any actions taken or omitted
to be taken by the Existing Agent while it served as Administrative Agent and
Swing Line Lender under the Credit Agreement and the other Loan Documents and (viii) each
of the Existing Agent and each Loan Party authorizes the Successor Agent to
file any Uniform Commercial Code assignments or amendments with respect to the
Uniform Commercial Code Financing Statements, and other filings in respect of
the Collateral as the Successor Agent deems reasonably necessary or desirable
to evidence the Successor Agent’s succession as Administrative Agent under the
Credit Agreement and the other Loan Documents and each party hereto agrees to
execute any documentation reasonably necessary to 


 


10

















 


evidence
such succession; provided that the Existing Agent shall bear no responsibility
for any actions taken or omitted to be taken by the Successor Agent under this
sub-clause (viii).


 


(b)           The parties hereto
hereby confirm that the Successor Agent succeeds to the rights and obligations
of the Administrative Agent under the Credit Agreement and becomes vested with
all of the rights, powers, privileges and duties of the Administrative Agent
and Swing Line Lender under each of the Loan Documents, and the Existing Agent
is discharged from all of its duties and obligations as Administrative Agent
and Swing Line Agent under the Credit Agreement and the other Loan Documents,
in each case, as of the First Amendment Effective Date.


 


(c)           The parties hereto
hereby confirm that, as of the First Amendment Effective Date, all of the
provisions of the Credit Agreement, including, without limitation, Section 8 (The Agents; The Arrangers), Section 9.5 (Payment
of Expenses) and Section 8.7
(Indemnification) to the extent they pertain to the Existing Agent,
continue in effect for the benefit of the Existing Agent, its sub-agents and
their respective Affiliates in respect of any actions taken or omitted to be
taken by any of them while the Existing Agent was acting as Administrative
Agent and Swing Line Lender and inure to the benefit of the Existing Agent.


 


(d)           The Existing Agent
hereby assigns to the Successor Agent each of the Liens and security interests
granted to the Existing Agent under the Loan Documents and the Successor Agent
hereby assumes all such Liens, for its benefit and for the benefit of the
Secured Parties.


 


(e)           The Existing
Agent shall deliver all possessory collateral (or, to the extent the Existing
Agent is unable to deliver such possessory collateral after using reasonable
best efforts, loss certificates in replacement thereof) held by the Existing
Agent for the benefit of the Lenders to the Successor Agent.  On and after the First Amendment Effective
Date, all possessory collateral held by the Existing Agent for the benefit of
the Lenders shall be deemed to be held by the Existing Agent as agent and
bailee for the Successor Agent for the benefit of the Lenders until such time
as such possessory collateral has been delivered to the Successor Agent.  Notwithstanding anything herein to the
contrary, each Loan Party agrees that all of such Liens granted by any Loan
Party, shall in all respects be continuing and in effect and are hereby
ratified and reaffirmed by each Loan Party. 
Without limiting the generality of the foregoing, any reference to the
Existing Agent on any publicly filed document, to the extent such filing
relates to the liens and security interests in the Collateral assigned hereby
and until such filing is modified to reflect the interests of the Successor
Agent, shall, with respect to such liens and security interests, constitute a
reference to the Existing Agent as collateral representative of the Successor
Agent (provided, that the parties hereto agree that the Existing Agent’s
role as such collateral representative shall impose no duties, obligations, or
liabilities on the Existing Agent, including, without limitation, any duty to
take any type of direction regarding any action to be taken against such
Collateral, whether such direction comes from the Successor Agent, the Required
Lenders, or otherwise and the Existing Agent shall have the full benefit of the
protective provisions of Section 8 (The
Agents; The Arrangers), including, without limitation, Section 8.7 (Indemnification), while serving in such
capacity).  The Successor Agent agrees to
take possession of any possessory collateral delivered to the Successor Agent
following the First Amendment Effective Date upon tender thereof by the
Existing Agent.


 


3.             Address for Notices.


 


(a)           As of the First
Amendment Effective Date, the address of the “Administrative Agent” for the
purposes of Section 9.2 (Notices) shall be as
follows:


 


11
















 


Credit
Suisse,


Agency
Manager,


One
Madison Avenue,


New
York, NY 10010,


Fax No. 212-322-2291,


Email:  agency.loanops@credit-suisse.com


 


(b)           As of the First
Amendment Effective Date, the Borrower hereby agrees that any payment required
to be made to the Successor Agent (whether for its own account or for the
account of the Lenders) under the Credit Agreement, including, without
limitation, Section 2.18 (Pro Rata Treatment and Payments)
shall be made to the address set forth in Section 3 hereof.


 


4.             Conditions Precedent to
Effectiveness.  The obligations of
the parties hereto set forth in Sections 1 and 2 hereof shall become effective
immediately upon the date (the “First Amendment Effective Date”) when
each of the following conditions shall first have been satisfied:


 


(a)           The Successor Agent shall have
received duly executed counterparts of this Amendment that, when taken
together, bear the signatures of (i) the Borrower, (ii) each
Guarantor, (iii) the Required Lenders, (iv) Extended Revolving Credit
Lenders providing Extended Revolving Credit Commitments in an aggregate
principal amount of not less than $25,000,000, and (v) the Existing Agent;


 


(b)           The Successor Agent shall have
received the executed legal opinion of Dechert LLP, counsel to the Loan
Parties;


 


(c)           The Successor Agent shall have
received, for the account of (i) each Tranche C Term Lender that has
executed and delivered a signature page approving this First Amendment, a
fee in an amount equal to 0.25% of the outstanding Term Loans of such Lender as
of the First Amendment Effective Date, (ii) each Existing Revolving Credit
Lender who elects not to be an Extended Revolving Credit Lender but has
executed and delivered a signature approving this First Amendment, a fee in an
amount equal to 0.25% of such Lender’s Existing Revolving Credit Commitments
and (iii) each Extended Revolving Credit Lender that has executed and
delivered a signature page hereto, a fee in an amount equal to 0.25% of
such Lender’s Extended Revolving Credit Commitment as of the First Amendment
Effective Date;


 


(d)           The Borrower shall have paid, free
and clear of any recoupment or set-off, in immediately available funds (i) all
amounts payable to the Existing Agent as Existing Agent pursuant to the Loan
Documents (including reasonable fees and expenses of counsel) and (ii) all
amounts payable to the Successor Agent as Successor Agent pursuant to the Loan
Documents (including reasonable fees and expenses of counsel);


 


(e)           [Intentionally Omitted]


 


(f)            [Intentionally Omitted]


 


(g)           The Successor Agent shall have
confirmed in writing that the Existing Agent has completed each of the tasks
listed on Schedule 3 hereto; and


 


12

















 


(h)           Each of the representations and
warranties set forth in Section 5 below shall be true and correct on and
as of the First Amendment Effective Date.


 


5.             Representations
and Warranties.


 


(a)           Lehman hereby
represents and warrants on and as of the date hereof that (i) it is
legally authorized to enter into and has duly executed and delivered this
Amendment and (ii) all possessory collateral, or loss certificates in
replacement thereof, held by the Existing Agent for the benefit of the Lenders
has been delivered to the Successor Agent.


 


(b)           Successor Agent
hereby represents and warrants on and as of the date hereof and on and as of
the First Amendment Effective Date that it is legally authorized to enter into
and has duly executed and delivered this Amendment.


 


(c)           Each Loan Party
hereby represents and warrants on and as of the date hereof and on and as of
the First Amendment  Effective Date that:


 


(i)            it has the corporate or business trust power and
authority, and the legal right, to make, deliver and perform the Amendment and
each other Loan Document to which it is a party and, in the case of the
Borrower, to borrow and obtain other extensions of credit hereunder.  Each Loan Party has taken all necessary
corporate action to authorize the execution, delivery and performance of the
Amendment and each other Loan Document to which it is a party and, in the case
of the Borrower, to authorize the borrowings and other extensions of credit on
the terms and conditions of this Amendment. 
No 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 borrowings and other extensions of credit hereunder or with
the execution, delivery, performance, validity or enforceability of this
Amendment or any of the other Loan Documents, except consents, notices and
filings which have been made or obtained or the failure to make or obtain could
not reasonably be expected to have a Material Adverse Effect;


 


(ii)           the Amendment and each other Loan Document has been duly
executed and delivered on behalf of each Loan Party party hereto and
thereto.  This Amendment, the Credit
Agreement (as amended hereby) and each other Loan Document constitutes a legal,
valid and binding obligation of each Loan Party thereto, enforceable against
each 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);


 


(iii)          each of the representations and
warranties set forth in Section 3
(Representations and Warranties) of the Credit Agreement and the
representations and warranties in each other Loan Document is true and correct
in all material respects on and as of (a) the date of this Amendment and (b) the
First Amendment Effective Date, as if made on and as of each such date, except
for such representations and warranties expressly stated to relate to an earlier
date, in which case such representations and warranties were true and correct
in all material respects as of such earlier date; provided, that to the
extent any such representation or warranty is already qualified by materiality
or material adverse effect, such representation or warranty shall be true and
correct in all respects;


 


(iv)          the execution,
delivery and performance of this Amendment, the Credit Agreement (as amended
hereby) and the other Loan Documents, the issuance of Letters of 


 


13

















 


Credit,
borrowings thereunder and the use of the proceeds thereof will not violate any
Requirement of Law or any Contractual Obligation of the Borrower or any of its
Subsidiaries and will not result in, or require, the creation or imposition of
any Lien on any of their respective properties or revenues pursuant to any
Requirement of Law or any such Contractual Obligation (other than the Liens
created by the Security Documents).  No
Requirement of Law or Contractual Obligation applicable on the First Amendment
Effective Date to the Borrower or any of its Subsidiaries could reasonably be
expected to have a Material Adverse Effect;


 


(v)           both before and after giving effect
to this Amendment, no Default or Event of Default has occurred or is
continuing;


 


(vi)          Schedule 1 contains a complete
list of all possessory Collateral delivered to the Existing Agent;


 


(vii)         the actions described in Schedule 2
hereto have been performed prior to the date hereof; and


 


(viii)        all Liens and security interests created
under the Loan Documents are valid and enforceable Liens on and/or security
interests in the Collateral, as security for the Obligations.


 


6.             Further Assurances.


 


(a)           Without limiting their obligations in
any way under any of the Loan Documents, the Borrower and each Guarantor
reaffirms and acknowledges its obligations to the Successor Agent with respect
to the Credit Agreement and the other Loan Documents and that the delivery of
any agreements, instruments or any other document and any other actions taken
or to be taken shall be to the satisfaction of Successor Agent notwithstanding
whether any of the foregoing was or were previously satisfactory to the
Existing Agent.


 


(b)           Each of the Borrower, each Guarantor
and the Existing Agent agrees that, following the First Amendment Effective
Date, it shall furnish, at the Borrower’s expense, additional releases,
amendment or termination statements and such other documents, instruments and
agreements as are customary and may be reasonably requested by the Successor
Agent from time to time in order to effect and evidence more fully the matters
covered hereby.


 


(c)           The Borrower shall reimburse the
Existing Agent for all reasonable out-of-pocket costs and expenses incurred by
the Existing Agent in connection with any actions taken pursuant to this
Amendment.


 


7.             Release. 
Each of the Borrower, the Loan Parties and the Lenders hereby unconditionally
and irrevocably waive all claims, suits, debts, liens, losses, causes of
action, demands, rights, damages or costs, or expenses of any kind, character
or nature whatsoever, known or unknown, fixed or contingent, which any of them
may have or claim to have against Lehman (whether in its capacity as an agent
or lender, but not in its capacity as counterparty or guarantor to any Hedge
Agreement) or its agents, employees, officers, affiliates, directors,
representatives, attorneys, successors and assigns (collectively, the “Released
Parties”) to the extent arising  at
any time on or before the First Amendment Effective Date out of or in
connection with the Loan Documents including, without limitation, any failure
by Lehman on or before the First Amendment Effective Date to fund any Loan
required to be funded by it under the Credit Agreement (collectively, the “Claims”).


 


14

















 


Each of the Borrower, the Loan Parties and the Lenders further agree
forever to refrain from commencing, instituting or prosecuting any lawsuit,
action or other proceeding against any Released Parties with respect to any and
all of the foregoing described waived, released, acquitted and discharged
Claims and from exercising any right of recoupment or setoff that it may have
(other than, in each case, in connection with any Hedging Obligations) against
any Released Party with respect to Obligations under the Loan Documents. 
Each of the Released Parties shall be a third party beneficiary of this Section 7.  Notwithstanding anything herein to the
contrary, in no event shall this Section 7 release or be deemed to release
Lehman or any other Released Party from any claims, suits, debts, liens,
losses, causes of actions, demands, rights, damages, costs or expenses of any
kind, character or nature arising in connection with (i) the ISDA Master
Agreement, dated as of March 15, 2002, between Lehman Brothers Special
Financing Inc. (“LBSF”) and Borrower, (ii) the Confirmation, dated as of February 27,
2007, between LBSF and Borrower and (iii) the Guarantee, dated as of March 15,
20002, issued by Lehman Brothers Holdings Inc. in favor of Borrower.


 


8.             Return of Payments.


 


(a)           In the event that, after the
First Amendment Effective Date, the Existing Agent receives any principal,
interest or other amount owing to any Lender or the Successor Agent under the
Credit Agreement or any other Loan Document, the Existing Agent agrees that
such payment shall be held in trust for the Successor Agent, and the Existing
Agent shall return such payment to the Successor Agent for payment to the
Person entitled thereto.


 


(b)           In the event that, after the First
Amendment Effective Date, the Successor Agent receives any principal, interest
or other amount owing to Existing Agent under the Credit Agreement or any other
Loan Document, the Successor Agent agrees that such payment shall be held in
trust for the Existing Agent, and the Successor Agent shall return such payment
to the Existing Agent.


 


9.             Successors and
Assigns.  This Amendment shall inure
to the benefit of and be binding upon the successors and permitted assigns of each
of the parties hereto.


 


10.           Limitation.  Each Loan Party and each Lender hereby agrees
that this Amendment (i) does not impose on the Existing Agent affirmative
obligations or indemnities not already existing as of the date of its petition
commencing its proceeding under chapter 11 of the Bankruptcy Code, and that
could give rise to administrative expense claims, and (ii) is not  inconsistent with the terms of the Credit
Agreement.


 


11.           Counterparts.
This Amendment may be executed in one or more counterparts, each of which shall
be deemed to be an original, but all of which taken together shall be one and
the same instrument.


 


12.           Headings.  The paragraph headings used in this Amendment
are for convenience only and shall not affect the interpretation of any of the
provisions hereof.


 


13.           Reference to and
Effect on Credit Agreement.


 


(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”, 


 


15

















 


“thereunder”, “thereof” or
words of like import referring to the Credit Agreement, shall mean and be a reference
to the Credit Agreement as modified hereby. 
This Amendment is a Loan Document.


 


(b)           Except as specifically modified
above, 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 the Administrative Agent
or any Lender under any of the Loan Documents, nor, except as expressly
provided herein, constitute a waiver or amendment of any provision of any of
the Loan Documents.  Nothing herein shall
be deemed to entitle the Borrower or any other Loan Party to a further consent
to, or a waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document in similar or different circumstances.


 


14.           Confirmation and
Consent of Guarantors.  By signing
this Amendment, each Guarantor hereby confirms that (i) it consents to the
foregoing Amendment, (ii) the obligations of the Loan Parties under the
Credit Agreement as modified hereby and the other Loan Documents (x) are
entitled to the benefits of the guarantees set forth in the Guarantee and
Collateral Agreement and (y) constitute Obligations, and (ii) notwithstanding
the effectiveness of the terms hereof, (x) the obligations of each of the
undersigned Guarantors are not impaired or affected and all guaranties given to
the holders of Obligations and all Liens granted as security for the
Obligations continue in full force and effect and (y) the Guarantee and
Collateral Agreement is, and shall continue to be, in full force and effect and
is hereby ratified and confirmed in all respects.


 


15.           APPLICABLE LAW.  THIS AMENDMENT SHALL
BE GOVERNED BY, AND BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.


 


[Signature page follows]


 


16

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the date first written above.


 


 


	
   

  	
  B&G FOODS, INC.,

  
	
   

  	
  as
  Borrower

  
	
   

  	
  By:
  

  	
  /s/
  Robert C. Cantwell

  
	
   

  	
   

  	
  Name:
  

  	
  Robert
  C. Cantwell

  
	
   

  	
   

  	
  Title:
  

  	
  Executive
  Vice President of Finance

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BGH
  HOLDINGS, INC.

  
	
   

  	
  BLOCH &
  GUGGENHEIMER, INC.

  
	
   

  	
  BURNHAM &
  MORRILL COMPANY

  
	
   

  	
  POLANER,
  INC.

  
	
   

  	
  WILLIAM
  UNDERWOOD COMPANY,

  
	
   

  	
  as
  Guarantor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Robert C. Cantwell

  
	
   

  	
   

  	
  Name:
  

  	
  Robert
  C. Cantwell

  
	
   

  	
   

  	
  Title:
  

  	
  Executive
  Vice President of Finance

  



 


[SIGNATURE PAGE TO AMENDMENT,
RESIGNATION AND APPOINTMENT AGREEMENT]


 

















 


	
   

  	
  LEHMAN COMMERCIAL PAPER, INC. ,

  
	
   

  	
  as
  Existing Agent, existing Swing Line Lender and as a Revolving Credit Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Roopali Hall

  
	
   

  	
   

  	
  Name:

  	
  Roopali
  Hall

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  



 


[SIGNATURE PAGE TO AMENDMENT,
RESIGNATION AND APPOINTMENT AGREEMENT]


 

















 


	
   

  	
  CREDIT SUISSE, CAYMAN ISLANDS BRANCH,

  
	
   

  	
  as
  Successor Agent and successor Swing Line Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert Hetu

  
	
   

  	
   

  	
  Name:

  	
  Robert
  Hetu

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Christopher Reo Day

  
	
   

  	
   

  	
  Name:

  	
  Christopher
  Reo Day

  
	
   

  	
   

  	
  Title:

  	
  Associate

  



 


[SIGNATURE PAGE TO AMENDMENT,
RESIGNATION AND APPOINTMENT AGREEMENT]