BY A DULY AUTHORIZED OFFICER OF THE
PLEDGOR THEREOF.
(L)
FILINGS, REGISTRATIONS AND RECORDINGS.
EACH DOCUMENT (INCLUDING, WITHOUT
LIMITATION, ANY UNIFORM COMMERCIAL CODE FINANCING STATEMENT) REQUIRED BY THE
SECURITY DOCUMENTS OR UNDER LAW OR REASONABLY REQUESTED BY THE ADMINISTRATIVE
AGENT TO BE FILED, REGISTERED OR RECORDED IN ORDER TO CREATE IN FAVOR OF THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE LENDERS, A PERFECTED LIEN ON THE
COLLATERAL DESCRIBED THEREIN, PRIOR AND
48
SUPERIOR IN RIGHT TO ANY OTHER PERSON (OTHER THAN WITH RESPECT TO LIENS AND
OTHER MATTERS EXPRESSLY PERMITTED BY SECTION 6.3), SHALL BE IN PROPER FORM FOR
FILING, REGISTRATION OR RECORDATION.
(M)
INSURANCE.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED INSURANCE
CERTIFICATES SATISFYING THE REQUIREMENTS OF SECTION 5.3 OF THE GUARANTEE AND
COLLATERAL AGREEMENT.
(N)
LEVERAGE RATIO.
AS OF THE CLOSING DATE, THE RATIO OF THE BORROWER'S
CONSOLIDATED TOTAL DEBT TO THE BORROWER'S PRO FORMA CONSOLIDATED EBITDA FOR THE
FOUR CONSECUTIVE FISCAL QUARTERS ENDED JULY 3, 2004 SHALL NOT BE GREATER THAN
5.35 TO 1.0.
THE LENDERS SHALL HAVE RECEIVED A CERTIFICATE FROM THE BORROWER
CONTAINING ALL INFORMATION AND CALCULATIONS NECESSARY FOR DETERMINING COMPLIANCE
WITH THE FOREGOING REQUIREMENT.
(O)
TERMINATION OF EXISTING CREDIT AGREEMENT.
THE ADMINISTRATIVE AGENT SHALL
HAVE RECEIVED EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE AGENT THAT THE
EXISTING CREDIT AGREEMENT SHALL BE SIMULTANEOUSLY TERMINATED, ALL AMOUNTS
THEREUNDER SHALL BE SIMULTANEOUSLY PAID IN FULL AND ARRANGEMENTS SATISFACTORY TO
THE ADMINISTRATIVE AGENT SHALL HAVE BEEN MADE FOR THE TERMINATION (OR ASSIGNMENT
TO THE ADMINISTRATIVE AGENT) OF LIENS AND SECURITY INTERESTS GRANTED IN
CONNECTION THEREWITH.
(P)
SOLVENCY.
THE LENDERS SHALL HAVE RECEIVED A SOLVENCY CERTIFICATE EXECUTED
BY THE CHIEF FINANCIAL OFFICER OF THE BORROWER WHICH SHALL DOCUMENT THE SOLVENCY
OF EACH LOAN PARTY AFTER GIVING EFFECT TO THE TRANSACTIONS CONTEMPLATED HEREBY.
(Q)
MERGER.
THE MERGER OF OLD B&G FOODS, INC. WITH AND INTO B&G FOODS
HOLDINGS CORP. SHALL HAVE BECOME EFFECTIVE BY THE FILING OF A CERTIFICATE OF
MERGER WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE, AND B&G FOODS
HOLDINGS CORP. SHALL HAVE FILED AN AMENDMENT TO ITS CERTIFICATE OF INCORPORATION
WITH THE SECRETARY OF THE STATE OF DELAWARE EFFECTIVELY CHANGING ITS NAME TO B&G
FOODS, INC.
(R)
EXISTING SUBORDINATED NOTES.
THE BORROWER SHALL HAVE ACCEPTED FOR
PURCHASE ALL VALIDLY TENDERED 95/8% SENIOR SUBORDINATED NOTES DUE AUGUST 1, 2007
AND THE SUPPLEMENTAL INDENTURES WITH RESPECT TO SUCH NOTES SHALL HAVE BECOME
OPERATIVE.
4.2
Conditions to Each Extension of Credit.
The agreement of each Lender to
make any extension of credit requested to be made by it on any date (including,
without limitation, its initial extension of credit) is subject to the
satisfaction of the following conditions precedent:
(A)
REPRESENTATIONS AND WARRANTIES.
EACH OF THE REPRESENTATIONS AND
WARRANTIES MADE BY ANY LOAN PARTY IN OR PURSUANT TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT SHALL BE TRUE AND CORRECT ON AND AS OF SUCH DATE AS IF MADE ON AND
AS OF SUCH DATE (UNLESS STATED TO RELATE TO AN EARLIER DATE, IN WHICH CASE SUCH
REPRESENTATIONS