4.
REFERENCE TO AND EFFECT ON THE LOAN
DOCUMENTS.
(A)
UPON AND AFTER THE EFFECTIVENESS OF THIS
AMENDMENT, EACH REFERENCE IN THE GUARANTEE AND COLLATERAL AGREEMENT TO "THIS
AGREEMENT", "HEREUNDER", "HEREOF" OR WORDS OF LIKE IMPORT REFERRING TO THE
GUARANTEE AND COLLATERAL AGREEMENT, AND EACH REFERENCE IN THE OTHER LOAN
DOCUMENTS TO "THE GUARANTEE AND COLLATERAL AGREEMENT", "THEREUNDER", "THEREOF"
OR WORDS OF LIKE IMPORT REFERRING TO THE GUARANTEE AND COLLATERAL AGREEMENT,
SHALL MEAN AND BE A REFERENCE TO THE GUARANTEE AND COLLATERAL AGREEMENT AS
AMENDED HEREBY.
THIS AMENDMENT IS A LOAN DOCUMENT.
(B)
EXCEPT AS SPECIFICALLY AMENDED BY THIS
AMENDMENT, THE GUARANTEE AND COLLATERAL 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 ANY SECURED PARTY UNDER ANY OF THE LOAN
DOCUMENTS, OR, EXCEPT AS EXPRESSLY PROVIDED HEREIN, CONSTITUTE A WAIVER OR
AMENDMENT OF ANY PROVISION OF ANY OF THE LOAN DOCUMENTS.
5.
COUNTERPARTS.
THIS AMENDMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN
SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE
DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE
AND THE SAME AGREEMENT.
DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE
TO THIS AMENDMENT BY FACSIMILE SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY
EXECUTED COUNTERPART OF THIS AMENDMENT.
6.
SEVERABILITY.
ANY PROVISION OF THIS
AMENDMENT THAT IS PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO
SUCH JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR
UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING PROVISIONS HEREOF, AND ANY
SUCH PROHIBITION OR UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR
RENDER UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
7.
GOVERNING LAW.
THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first
written above.
LEHMAN COMMERCIAL PAPER INC.,
as Administrative Agent
By:
/s/ V. Paul Arzouian
Name: V. Paul Arzouian
Title:
Senior Vice President
B&G FOODS, INC.
By:
/s/ Robert C. Cantwell
Name: Robert C. Cantwell
Title:
Executive Vice President of Finance
and Chief Financial Officer
BGH HOLDINGS, INC.
BLOCH & GUGGENHEIMER, INC.
POLANER, INC.
MAPLE GROVE FARMS OF VERMONT, INC.
HERITAGE ACQUISITION CORP.
ORTEGA HOLDINGS INC.
WILLIAM UNDERWOOD COMPANY
By:
/s/ Robert C. Cantwell
Name: Robert C. Cantwell
Title:
Authorized Officer
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LEHMAN COMMERCIAL PAPER INC.,
as a Lender
By:
/s/