AMENDMENT TO REVOLVING CREDIT AGREEMENT


         AMENDMENT,  dated  as of  May  __,  2000  (this  "Amendment"),  to  the
Revolving  Credit  Agreement,  dated as of March 15, 1999 (such Revolving Credit
Agreement, as amended, supplemented or otherwise modified from time to time, the
"Revolving  Credit  Agreement"),  among B&G FOODS  HOLDINGS  CORP.,  a  Delaware
corporation   ("Holdings"),   B&G  FOODS,  INC.,  a  Delaware  corporation  (the
"Borrower"), the several banks and other financial institutions or entities from
time to time parties to the Revolving Credit  Agreement (the "Lenders"),  LEHMAN
BROTHERS INC., as advisor, lead arranger and book manager (in such capacity, the
"Arranger"), THE BANK OF NEW YORK, as documentation agent (in such capacity, the
"Documentation  Agent"),  HELLER FINANCIAL,  INC., as co-documentation agent (in
such capacity, the "Co-Documentation  Agent"),  LEHMAN COMMERCIAL PAPER INC., as
syndication  agent (in such  capacity,  the  "Syndication  Agent"),  and  LEHMAN
COMMERCIAL  PAPER  INC.,  as  administrative   agent  (in  such  capacity,   the
"Administrative Agent").

                              W I T N E S S E T H:

         WHEREAS,  Holdings and the  Borrower  have  requested  that the Lenders
amend, and the Required Lenders have agreed to amend,  certain of the provisions
of the Revolving Credit Agreement,  upon the terms and subject to the conditions
set forth below;

         NOW, THEREFORE,  in consideration of the premises and mutual agreements
contained herein,  and for other valuable  consideration the receipt of which is
hereby acknowledged,  Holdings, the Borrower, the Lenders and the Administrative
Agent  hereby  agree as  follows:

         1.  Definitions.  All terms defined in the Revolving  Credit  Agreement
shall have such  defined  meanings  when used herein  unless  otherwise  defined
herein.

         2.  Amendment to Annex A (Pricing  Grid).  Annex A is hereby amended by
deleting it in its entirety and inserting in its place Annex A attached  hereto.

         3.  Amendment  of Section 1.1 (Defined  Terms).

         (a) Section 1.1 of the Revolving  Credit Agreement is hereby amended by
deleting the definitions of "Applicable  Margin" and "Consolidated  Fixed Charge
Coverage Ratio" in their entirety and inserting,  in proper  alphabetical order,
the following defined terms and related definitions:

         "`Applicable  Margin':  for  each  Type of Loan,  the  rate  per  annum
    determined pursuant to the Pricing Grid.


<PAGE>


         `Consolidated  Fixed Charge Coverage Ratio':  for any period, the ratio
    of (a)  Consolidated  EBITDA of the Borrower and its  Subsidiaries  for such
    period  minus the  aggregate  amount  actually  paid by the Borrower and its
    Subsidiaries  in cash during such period on account of Capital  Expenditures
    plus the  aggregate  amount of Equity  Proceeds  received by  Holdings,  and
    contributed by Holdings in cash to the capital of the Borrower,  during such
    period for use for the Borrower's  general working  capital  purposes in the
    ordinary  course of  business  to (b)  Consolidated  Fixed  Charges for such
    period.

         `Equity Proceeds': cash proceeds received by Holdings from the issuance
    and sale to Permitted  Investors  of common stock of Holdings,  or preferred
    stock of Holdings which is not mandatorily redeemable,  and on which no cash
    dividends  are  payable,  in each case  prior to the date  which is one year
    after the final  maturity  date of the Term Loans;  provided,  that any such
    proceeds  received in connection  with any Permitted  Acquisition or used to
    finance, in whole or in part, any Permitted Acquisition shall not constitute
    `Equity  Proceeds'."

         (b) Section 1.1 of the  Revolving  Credit  Agreement is hereby  further
amended by deleting  paragraph (b) of the definition of "Permitted  Acquisition"
in its entirety and inserting in its place the following:

              "(b) (i) the Borrower  shall be in  compliance  with the financial
         covenants  set forth in Section  6.1,  after giving pro forma effect to
         such  acquisition  as if it  had  occurred  on  the  first  day  of the
         respective  periods  measured  by  such  covenants,  and  (ii)  if such
         acquisition  occurs  prior to the end of FQ1 2003,  then,  unless  such
         acquisition  is funded  wholly  with the  proceeds  of common  stock of
         Holdings issued to Permitted Investors, the Consolidated Leverage Ratio
         and the  Consolidated  Senior  Leverage Ratio as of the last day of the
         fiscal  quarter  most  recently  ended  on or prior to the date of such
         acquisition  shall be less than or equal to the amounts  applicable  to
         such fiscal quarter pursuant to the chart set forth below, in each case
         after giving pro forma effect to such acquisition as if it had occurred
         on the first  day of the  period of four  consecutive  fiscal  quarters
         ended with the fiscal  quarter most  recently  ended on or prior to the
         date of such acquisition:

                                    Consolidated              Consolidated
         Fiscal Quarter            Leverage Ratio          Senior Leverage Ratio
         --------------            --------------          ---------------------

              FQ2 2000                  6.00                        3.75
              FQ3 2000                  6.00                        3.75
              FQ4 2000                  5.75                        3.50
              FQ1 2001                  5.75                        3.50
              FQ2 2001                  5.50                        3.50
              FQ3 2001                  5.50                        3.25
              FQ4 2001                  5.50                        3.25
              FQ1 2002                  5.50                        3.25
              FQ2 2002                  5.50                        3.25
              FQ3 2002                  5.50                        3.25
              FQ4 2002                  5.50                        3.25"

                                       2


<PAGE>


         (c) Section 1.1 of the  Revolving  Credit  Agreement is hereby  further
amended by deleting  paragraph (d) of the definition of "Permitted  Acquisition"
in its entirety and  inserting in its place the  following:

              "(d) the aggregate  consideration  for such acquisition  shall not
         exceed (i)  $20,000,000 if such  acquisition is consummated in FY 2000,
         (ii)  $30,000,000  if such  acquisition  is consummated in FY 2001, and
         (iii)  $40,000,000  if  such  acquisition  is  consummated  thereafter;
         provided,  that the foregoing  restrictions in this paragraph (d) shall
         not be applicable to any acquisition if the Consolidated Leverage Ratio
         would be less than or equal to 5.5 to 1.0 after giving pro forma effect
         to such  acquisition  as if it had  occurred  on the  first  day of the
         period measured by the Consolidated Leverage Ratio;"

         4.  Amendment  of Section 2.7  (Mandatory  Prepayments  and  Commitment
Reductions).  Section  2.7 of the  Revolving  Credit  Agreement  is  amended  by
inserting the following after the period in paragraph (b):

     "Notwithstanding the foregoing,  with respect to any Asset Sale consummated
     before the last day of FQ1 2003,  the  Borrower  shall not be  permitted to
     submit a  Reinvestment  Notice in respect  thereof but,  instead,  shall be
     required to apply the Net Cash Proceeds  thereof  immediately  upon receipt
     thereof,  first,  toward  prepayment of the Term Loans and,  second,  after
     prepayment  in full of the Term Loans,  toward  reduction of the  Revolving
     Credit  Commitments,  unless,  after  giving pro forma effect to such Asset
     Sale (but not to the use of the proceeds thereof) as if such Asset Sale had
     occurred on the first day of the period of four consecutive fiscal quarters
     most  recently  ended  on or  prior to the  date of such  Asset  Sale,  the
     Consolidated  Leverage Ratio and the Consolidated  Senior Leverage Ratio as
     of the last day of the fiscal  quarter most  recently  ended on or prior to
     the date of such  Asset  Sale  shall be less  than or equal to the  amounts
     applicable  to such  fiscal  quarter  pursuant  to the  chart  set forth in
     paragraph (b) of the definition of "Permitted Acquisition" in Section 1.1."

         5. Amendment of Section 6.1 (Financial  Condition  Covenants).  Section
6.1 of the Revolving Credit Agreement is amended by deleting paragraphs (a), (b)
and (c) of such  Section in their  entirety  and  inserting  in their  place the
following:

         "6.1 Financial Condition  Covenants.

         (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 set forth below to exceed the ratio set
forth below opposite such fiscal quarter:


                                       3


<PAGE>


                                                      Consolidated
          Fiscal Quarter                            Leverage Ratio
          --------------                            ---------------

          FQ1 2000                                       6.60
          FQ2 2000                                       6.60
          FQ3 2000                                       6.50
          FQ4 2000                                       6.50
          FQ1 2001                                       6.50
          FQ2 2001                                       6.25
          FQ3 2001                                       6.25
          FQ4 2001                                       6.00
          FQ1 2002                                       6.00
          FQ2 2002                                       5.75
          FQ3 2002                                       5.75
          FQ4 2002                                       5.50
          FQ1 2003                                       5.50
          FQ2 2003                                       5.25
          FQ3 2003                                       5.25
          FQ4 2003                                       5.00
          FQ1 2004                                       5.00
          FQ2 2004                                       4.75
          FQ3 2004                                       4.75
          FQ4 2004                                       4.50
          FQ1 2005                                       4.50
          FQ2 2005                                       4.25
          FQ3 2005                                       4.25
          FQ4 2005                                       4.00

         (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  set forth below to
exceed the ratio set forth  below  opposite  such fiscal  quarter:

                                                      Consolidated
          Fiscal Quarter                            Leverage Ratio
          --------------                            ----------------

          FQ1 2000                                       4.25
          FQ2 2000                                       4.25
          FQ3 2000                                       4.25
          FQ4 2000                                       4.25
          FQ1 2001                                       4.25
          FQ2 2001                                       4.00
          FQ3 2001                                       4.00
          FQ4 2001                                       3.75
          FQ1 2002                                       3.75
          FQ2 2002                                       3.50
          FQ3 2002                                       3.50
          FQ4 2002                                       3.25
          FQ1 2003                                       3.25


                                       4


<PAGE>


          FQ2 2003                                       3.00
          FQ3 2003                                       3.00
          FQ4 2003                                       3.00
          FQ1 2004                                       3.00
          FQ2 2004                                       2.75
          FQ3 2004                                       2.50
          FQ4 2004                                       2.50
          FQ1 2005                                       2.50
          FQ2 2005                                       2.50
          FQ3 2005                                       2.50
          FQ4 2005                                       2.50

         (c)  Consolidated  Interest  Coverage  Ratio.  Permit the  Consolidated
Interest  Coverage Ratio for any period of four  consecutive  fiscal quarters of
the Borrower  ending with any fiscal quarter set forth below to be less than the
ratio set forth below opposite such fiscal quarter:

                                                      Consolidated
          Fiscal Quarter                            Leverage Ratio.
          --------------                            ----------------

          FQ1 2000                                       1.50
          FQ2 2000                                       1.50
          FQ3 2000                                       1.50
          FQ4 2000                                       1.50
          FQ1 2001                                       1.50
          FQ2 2001                                       1.50
          FQ3 2001                                       1.50
          FQ4 2001                                       1.50
          FQ1 2002                                       1.50
          FQ2 2002                                       1.75
          FQ3 2002                                       1.75
          FQ4 2002                                       1.75
          FQ1 2003                                       1.75
          FQ2 2003                                       1.75
          FQ3 2003                                       2.00
          FQ4 2003                                       2.00
          FQ1 2004                                       2.00
          FQ2 2004                                       2.00
          FQ3 2004                                       2.25
          FQ4 2004                                       2.25
          FQ1 2005                                       2.25
          FQ2 2005                                       2.25
          FQ3 2005                                       2.50
          FQ4 2005                                       2.50"

         6. Representations; No Default. On and as of the date hereof, and after
giving effect to this Amendment, (i) each of Holdings and the Borrower certifies
that  no  Default  or  Event


                                       5


<PAGE>


of Default has  occurred  or is  continuing,  and (ii) each of Holdings  and the
Borrower  confirms,   reaffirms  and  restates  that  the   representations  and
warranties set forth in Section 3 of the Revolving  Credit  Agreement and in the
other Loan  Documents  are true and correct in all material  respects,  provided
that the references to the Revolving Credit Agreement therein shall be deemed to
be references to this Amendment and to the Revolving Credit Agreement as amended
by this Amendment.

         7. Conditions to  Effectiveness.  This Amendment shall become effective
on and as of the date that:

         (a) the Administrative  Agent shall have received  counterparts of this
Amendment,  duly executed and delivered by a duly authorized  officer of each of
Holdings and the  Borrower;

         (b) the  Administrative  Agent  shall  have  received  executed  Lender
Consent Letters,  substantially in the form of Exhibit A hereto ("Lender Consent
Letters"), from Lenders whose consent is required pursuant to Section 9.1 of the
Revolving Credit Agreement;

         (c)  the   Administrative   Agent  shall  have   received  an  executed
Acknowledgment and Consent,  in the form set forth at the end of this Amendment,
from each Loan Party other than the Borrower;

         (d)  the   Administrative   Agent  shall  have   received  an  executed
certificate  of an  officer  of  each  of  Holdings  and  the  Borrower  in form
satisfactory   to  the   Administrative   Agent  as  to  the   accuracy  of  the
representations  and warranties  set forth in Section 3 of the Revolving  Credit
Agreement and in the other Loan  Documents,  the absence of any Default or Event
of Default after giving effect to this Amendment, and as to such other customary
matters  as  the   Administrative   Agent  may  reasonably   request;

         (e) the  Administrative  Agent shall have  received  for the account of
each Lender executing and delivering this Amendment by May 12, 2000 a fee of 3/8
of 1% of the aggregate principal amount of such Lenders' total Commitments under
the  Revolving  Credit  Agreement;  and

         (f) the Administrative  Agent shall be satisfied that amendments to the
Term Loan Agreement  consistent with the amendments  effected hereby have become
effective.

         8. Limited Consent and Amendment.  Except as expressly  amended herein,
the Revolving Credit  Agreement shall continue to be, and shall remain,  in full
force and  effect.  This  Amendment  shall  not be deemed to be a waiver  of, or
consent to, or a  modification  or amendment  of, any other term or condition of
the  Revolving  Credit  Agreement or any other Loan Document or to prejudice any
other  right or rights  which the Lenders may now have or may have in the future
under  or in  connection  with  the  Revolving  Credit  Agreement  or any of the
instruments or agreements  referred to therein,  as the same may be amended from
time to time.


                                       6


<PAGE>


         9.  Counterparts.  This Amendment may be executed by one or more of the
parties  hereto  in  any  number  of  separate  counterparts  and  all  of  said
counterparts  taken  together  shall be  deemed to  constitute  one and the same
instrument.

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


                                       7


<PAGE>


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


                                   B&G FOODS HOLDINGS CORP.


                                   By:
                                       ------------------------------
                                       Name:
                                       Title:


                                   B&G FOODS, INC.


                                   By:
                                       ------------------------------
                                       Name:
                                       Title:


                                   LEHMAN BROTHERS INC.,
                                     as Arranger


                                   By:
                                       ------------------------------
                                       Name:
                                       Title:


                                   LEHMAN COMMERCIAL PAPER INC.,
                                     as Syndication  Agent, and as
                                     Administrative  Agent


                                   By:
                                       ------------------------------
                                       Name:
                                       Title:


                                   THE BANK OF NEW YORK, as
                                     Documentation  Agent


                                   By:
                                       ------------------------------
                                       Name:
                                       Title:


                                       8


<PAGE>


                                   HELLER FINANCIAL, INC., as
                                     Co-Documentation Agent


                                   By:
                                       ------------------------------
                                       Name:
                                       Title:


                                       9



<PAGE>

                           ACKNOWLEDGMENT AND CONSENT

         Each  of the  undersigned  parties  to  the  Guarantee  and  Collateral
Agreement, dated as of March 15, 1999, and as amended, supplemented or otherwise
modified  from  time to  time,  made  by the  undersigned  in  favor  of  Lehman
Commercial Paper Inc., as Administrative  Agent, for the benefit of the Lenders,
hereby (a) consents to the transactions  contemplated by the foregoing Amendment
to the  Revolving  Credit  Agreement  and (b)  acknowledges  and agrees that the
guarantees  and grants of security  interests  contained  in the  Guarantee  and
Collateral  Agreement and in the other Security Documents are, and shall remain,
in full force and effect after  giving  effect to such  Amendment  and all prior
modifications to the Revolving Credit Agreement.



                                   [INSERT SIGNATURE LINES FOR ALL LOAN
                                   PARTIES OTHER THAN THE BORROWER]


                                   By:
                                       ------------------------------
                                       Title:


<PAGE>


                                                                         Annex A


          PRICING GRID FOR REVOLVING CREDIT LOANS AND COMMITMENT FEES

                                                     Applicable
Consolidated Leverage    Applicable Margin for     Margin for Base    Commitment
      Ratio                Eurodollar Loans           Rate Loans        Fee Rate
---------------------    ---------------------     ---------------   -----------

Greater than or equal to           3.50                 2.50              .60
5.50 to 1.00

Less than 5.50 to 1.00, but        3.25                 2.25              .60
greater than or equal to 4.75
to 1.00

Less than 4.75 to 1.00, but        3.00                 2.00              .60
greater than or equal to 4.25
to 1.00

Less than 4.25 to 1.00, but        2.75                 1.75              .50
greater than or equal to 3.75
to 1.00

Less than  3.75 to 1.00, but       2.50                 1.50              .50
greater than 3.25 to 1.00

Less than or equal to 3.25         2.25                 1.25              .50
to 1.00


Changes in the Applicable  Margin with respect to Loans or in the Commitment Fee
Rate  resulting  from changes in the  Consolidated  Leverage  Ratio shall become
effective on the date (the "Adjustment Date") on which financial  statements are
delivered  to the  Lenders  pursuant  to Section 6.1 (but in any event not later
than the 45th day after the end of each of the first three quarterly  periods of
each fiscal year or the 90th day after the end of each fiscal year,  as the case
may be) and shall remain in effect until the next change to be effected pursuant
to this  paragraph.  If any  financial  statements  referred  to  above  are not
delivered within the time periods  specified  above,  then, until such financial
statements are delivered,  the Consolidated  Leverage Ratio as at the end of the
fiscal  period that would have been  covered  thereby  shall for the purposes of
this Pricing  Grid be deemed to be greater  than 6.00 to 1. In addition,  at all
times  while an Event of Default  shall have  occurred  and be  continuing,  the
Consolidated  Leverage  Ratio  shall for the  purposes of this  Pricing  Grid be
deemed to be  greater  than 6.00 to 1. Each  determination  of the  Consolidated
Leverage  Ratio  pursuant to this Pricing Grid shall be made with respect to the
period of four consecutive  fiscal quarters of the Borrower ending at the end of
the period covered by the relevant financial statements.



<PAGE>



                                                                       EXHIBIT A


                             LENDER CONSENT LETTER

                               B & G FOODS, INC.
                           REVOLVING CREDIT AGREEMENT
                           DATED AS OF MARCH 15, 1999




To:  Lehman Commercial  Paper Inc.,
       as Administrative Agent
     3 World Financial Center
     New York, New York 10285

Ladies and Gentlemen:

         Reference is made to the Revolving Credit Agreement,  dated as of March
15, 1999 (the "Revolving Credit Agreement"), among B & G Foods Holdings Corp., a
Delaware  corporation  ("Holdings"),  B & G Foods, Inc., a Delaware  corporation
(the "Borrower"),  the Lenders parties thereto, Lehman Commercial Paper Inc., as
Administrative Agent, and others.  Unless otherwise defined herein,  capitalized
terms used herein and defined in the Revolving  Credit Agreement are used herein
as therein defined.

         The  Borrower  has  requested  that the  Lenders  consent  to amend the
Revolving  Credit  Agreement on the terms  described in the Amendment to which a
form of this Lender Consent  Letter is attached as Exhibit A (the  "Amendment").

         Pursuant  to  Section  9.1  of  the  Revolving  Credit  Agreement,  the
undersigned Lender hereby consents to the execution by the Administrative  Agent
of the Amendment.


                                        Very truly yours,


                                        ---------------------------
                                        (NAME OF LENDER)


                                        By:
                                            -----------------------
                                            Name:
                                            Title:




Dated as of May ___, 2000