AMENDMENT TO TERM LOAN AGREEMENT


         AMENDMENT,  dated as of May __,  2000 (this  "Amendment"),  to the Term
Loan  Agreement,  dated as of March  15,  1999  (such  Term Loan  Agreement,  as
amended,  supplemented  or otherwise  modified from time to time, the "Term Loan
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 Term Loan 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 Term Loan  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 Term Loan 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 Term  Loan  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 under each Facility,  the
    percentages per annum determined in accordance with 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 Term Loan 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

                                       2

<PAGE>

FQ3 2002                           5.50                      3.25
FQ4 2002                           5.50                      3.25"


         (c) Section 1.1 of the Term Loan 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 Term Loan 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,  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 Term Loan  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 Senior
          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

                                       4

<PAGE>

          FQ3 2002                           3.50
          FQ4 2002                           3.25
          FQ1 2003                           3.25
          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  Interest
          Fiscal  Quarter               Coverage  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"


                                       5

<PAGE>

         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 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 Term Loan Agreement
and in the other Loan  Documents are true and correct in all material  respects,
provided that the references to the Term Loan Agreement  therein shall be deemed
to be references to this  Amendment and to the Term Loan 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
Term Loan 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 Term Loan 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 Tranche A Term Loans and Tranche B Term
Loans held by such Lender under the Term Loan Agreement; and

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


         8. Limited Consent and Amendment.  Except as expressly  amended herein,
the Term Loan 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 Term Loan
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 Term Loan 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 Term Loan 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 Term Loan Agreement.


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



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



<PAGE>


                                                                      Annex A

                          PRICING GRID FOR TERM LOANS

<TABLE>
<CAPTION>
<S>                           <C>                      <C>                      <C>                      <C>
                              Applicable  Margin       Applicable  Margin       Applicable Margin        Applicable Margin
Consolidated                  for Tranche A            for Tranche A            for Tranche B            for Tranche B Base
Leverage Ratio                Eurodollar  Loans        Base Rate Loans          Eurodollar Loans         Rate Loans

Greater than or
equal to 6.00 to 1.00               3.50                    2.50                     4.00                     3.00

Less than 6.00 to 1.00,
but greater than or
equal to 5.50 to 1.00               3.50                    2.50                     3.75                     2.75

Less than 5.50 to 1.00,
but greater  than or
equal to 4.75 to 1.00               3.25                    2.25                     3.50                     2.50

Less than 4.75 to
1.00,  but  greater than or
equal to 4.25 to 1.00               3.00                    2.00                     3.50                     2.50

Less than 4.25 to 1.00,
but greater than or equal to
3.75 to 1.00                        2.75                    1.75                     3.50                     2.50

Less than 3.75 to 1.00,
but greater  than 3.25 to 1.00      2.50                    1.50                     3.50                     2.50

Less than
or equal to 3.25 to 1.00            2.25                    1.25                     3.50                     2.50
</TABLE>

Changes in the  Applicable  Margin  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


<PAGE>


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.
                               TERM LOAN 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 Term  Loan  Agreement,  dated as of March 15,
1999 (the "Term Loan  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 Term Loan  Agreement  are used  herein as
therein defined.

         The Borrower has requested  that the Lenders  consent to amend the Term
Loan  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 Term Loan  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