shall have the
meanings given to such terms in the Amendment to which this Consent is attached
or in the Credit Agreement referred to therein, as applicable.
IN WITNESS WHEREOF, each of the undersigned has executed and delivered this
Consent of Guarantors as of December
, 2005.
BGH HOLDINGS, INC.
BLOCH & GUGGENHEIMER, INC.
POLANER, INC.
TRAPPEY'S FINE FOODS, 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
ANNEX II
AMOUNT AND TERMS OF COMMITMENTS
2.1
TERM LOAN COMMITMENTS.
SUBJECT TO THE TERMS
AND CONDITIONS HEREOF, THE TERM LOAN LENDERS SEVERALLY AGREE TO MAKE TERM LOANS
(EACH, A "TERM LOAN") TO THE BORROWER ON THE THIRD AMENDMENT EFFECTIVE DATE IN
AN AMOUNT FOR EACH TERM LOAN LENDER NOT TO EXCEED THE AMOUNT OF THE TERM LOAN
COMMITMENT OF SUCH LENDER.
THE TERM 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 2.2 AND 2.10.
2.2
PROCEDURE FOR TERM LOAN BORROWING.
THE
BORROWER SHALL DELIVER TO THE ADMINISTRATIVE AGENT AN IRREVOCABLE NOTICE (WHICH
NOTICE MUST BE RECEIVED BY THE ADMINISTRATIVE AGENT PRIOR TO 10:00 A.M., NEW
YORK CITY TIME, ONE BUSINESS DAY PRIOR TO THE ANTICIPATED THIRD AMENDMENT
EFFECTIVE DATE) REQUESTING THAT THE TERM LOAN LENDERS MAKE THE TERM LOANS ON THE
THIRD AMENDMENT EFFECTIVE DATE AND SPECIFYING THE AMOUNT TO BE BORROWED. THE
TERM LOANS MADE ON THE THIRD AMENDMENT EFFECTIVE DATE SHALL INITIALLY BE BASE
RATE LOANS AND MAY BE CONVERTED TO EURODOLLAR LOANS PURSUANT TO SECTION 2.10.
UPON RECEIPT OF SUCH BORROWING NOTICE THE ADMINISTRATIVE AGENT SHALL PROMPTLY
NOTIFY EACH TERM LOAN LENDER THEREOF.
NOT LATER THAN 12:00 NOON, NEW YORK CITY
TIME, ON THE THIRD AMENDMENT EFFECTIVE DATE EACH TERM LOAN LENDER SHALL MAKE
AVAILABLE TO THE ADMINISTRATIVE AGENT AT THE FUNDING OFFICE AN AMOUNT IN
IMMEDIATELY AVAILABLE FUNDS EQUAL TO THE TERM LOAN TO BE MADE BY SUCH LENDER.
THE ADMINISTRATIVE AGENT SHALL MAKE AVAILABLE TO THE BORROWER THE AGGREGATE OF
THE AMOUNTS MADE AVAILABLE TO THE ADMINISTRATIVE AGENT BY THE TERM LOAN LENDERS,
IN LIKE FUNDS AS RECEIVED BY THE ADMINISTRATIVE AGENT.
2.3
REPAYMENT OF TERM LOANS.
THE TERM LOAN OF
EACH TERM LOAN LENDER SHALL MATURE ON THE FIVE-YEAR ANNIVERSARY OF THE THIRD
AMENDMENT EFFECTIVE DATE AND NO INTERIM AMORTIZATION SHALL BE REQUIRED.
2.4
REVOLVING CREDIT COMMITMENTS; SWING LINE COMMITMENT.
(A)
SUBJECT
TO THE TERMS AND CONDITIONS HEREOF, EACH LENDER SEVERALLY AGREES TO MAKE
REVOLVING CREDIT LOANS ("REVOLVING CREDIT LOANS") TO THE BORROWER FROM TIME TO
TIME DURING THE 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 REVOLVING CREDIT COMMITMENT.
DURING
THE REVOLVING CREDIT COMMITMENT PERIOD THE BORROWER MAY USE THE REVOLVING