ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY).
EACH
GRANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, THE COLLATERAL AGENT AND EACH
SECURED PARTY, (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER ITO THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 8.16.
[Signature Pages Follow]
44
IN WITNESS WHEREOF, each Grantor and the Collateral Agent have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first above written.
B&G FOODS, INC.
B&G FOODS NORTH AMERICA, INC.
B&G FOODS SNACKS, INC.
BCCK HOLDINGS, INC.
BEAR CREEK COUNTY KITCHENS, LLC
PIRATE BRANDS, LLC
RICKLAND ORCHARDS LLC
SPECIALTY BRANDS OF AMERICA, INC.
WILLIAM UNDERWOOD COMPANY
By:
/s/ Robert C. Cantwell
Name:
Robert C. Cantwell
Title:
Executive Vice President of Finance
[Signature Page - Guarantee and Collateral Agreement]
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as Collateral Agent
By:
/s/ Robert Hetu
Name:
Robert Hetu
Title:
Authorized Signatory
By:
/s/ Alex Verdone
Name:
Alex Verdone
Title:
Authorized Signatory
[Signature Page - Guarantee and Collateral Agreement]