THE CREDIT AGREEMENT, THEN THE
ADMINISTRATIVE AGENT, AT THE REQUEST AND SOLE EXPENSE OF SUCH GRANTOR, SHALL
EXECUTE AND DELIVER TO SUCH GRANTOR ALL RELEASES OR OTHER DOCUMENTS REASONABLY
NECESSARY OR DESIRABLE FOR THE RELEASE OF THE LIENS CREATED HEREBY ON SUCH
COLLATERAL.
AT THE REQUEST AND SOLE EXPENSE OF THE BORROWER, A SUBSIDIARY
GUARANTOR SHALL BE RELEASED FROM ITS OBLIGATIONS HEREUNDER IN THE EVENT THAT ALL
THE CAPITAL STOCK OF SUCH SUBSIDIARY GUARANTOR SHALL BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF IN A TRANSACTION PERMITTED BY THE CREDIT AGREEMENT;
PROVIDED THAT THE BORROWER SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT, AT
LEAST 10 BUSINESS DAYS PRIOR TO THE DATE OF THE PROPOSED RELEASE, A WRITTEN
REQUEST FOR RELEASE IDENTIFYING THE RELEVANT SUBSIDIARY GUARANTOR AND THE TERMS
OF THE SALE OR OTHER DISPOSITION IN REASONABLE DETAIL, INCLUDING THE PRICE
THEREOF AND ANY EXPENSES IN CONNECTION THEREWITH, TOGETHER WITH A CERTIFICATION
BY THE BORROWER STATING THAT SUCH TRANSACTION IS IN COMPLIANCE WITH THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS.
(C)
NO CONSENT OF ANY QUALIFIED COUNTERPARTY OR FOREIGN CURRENCY L/C ISSUING
LENDER, IN ITS CAPACITY AS SUCH, SHALL BE REQUIRED FOR ANY ACTION UNDER THIS
AGREEMENT, THE CREDIT AGREEMENT OR THE OTHER LOAN DOCUMENTS, INCLUDING, WITHOUT
LIMITATION,
RELEASE OF COLLATERAL OR GUARANTORS PURSUANT TO THIS SECTION.
8.16
WAIVER OF JURY TRIAL.
EACH GRANTOR AND, BY ACCEPTANCE OF THE BENEFITS
HEREOF, EACH AGENT AND EACH SECURED PARTY, HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
32
IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee and
Collateral Agreement to be duly executed and delivered as of the date first
above written.
B&G FOODS, INC.
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:
33
Schedule 1
NOTICE ADDRESSES OF GUARANTORS
34
Schedule 2
DESCRIPTION OF PLEDGED SECURITIES
Pledged Stock:
Issuer
Class of Stock
Stock Certificate No.
No. of Shares
Pledged Notes:
Issuer
Payee
Principal Amount
Schedule 3
FILINGS AND OTHER ACTIONS
REQUIRED TO PERFECT SECURITY INTERESTS
Uniform Commercial Code Filings
[List each office where a financing statement is to be filed]
Patent and Trademark Filings
[List all filings]
Actions with respect to Pledged Stock
Other Actions
[Describe other actions to be taken]
Schedule 4
JURISDICTION OF ORGANIZATION, IDENTIFICATION NUMBER AND
LOCATION OF CHIEF EXECUTIVE OFFICE
Jurisdiction of
Identification
Location of Chief
Grantor
Organization
Number
Executive Office
Schedule 5
LOCATION OF INVENTORY AND EQUIPMENT
Grantor
Locations
Schedule 6
COPYRIGHTS AND COPYRIGHT LICENSES
PATENTS AND PATENT LICENSES
TRADEMARKS AND TRADEMARK LICENSES
Schedule 7
EXISTING PRIOR LIENS
ACKNOWLEDGMENT AND CONSENT
The undersigned hereby acknowledges receipt of a copy of the Guarantee and
Collateral Agreement dated as of October 14, 2004 (the "Agreement"), made by the
Grantors parties thereto for