B&G FOODS, INC. AND EACH OF THE GUARANTORS PARTY HERETO % SENIOR SUBORDINATED NOTES DUE 2016Indenture • October 5th, 2004 • Polaner Inc • Canned, fruits, veg, preserves, jams & jellies • New York
INDENTURE dated as of October •, 2004 among B&G Foods, Inc., a Delaware corporation, the Guarantors (as defined) and The Bank of New York, a New York banking corporation, as trustee.
B&G FOODS HOLDINGS CORP. FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2004 • Polaner Inc • Canned, fruits, veg, preserves, jams & jellies
Lehman Brothers Inc. RBC Capital Markets Corporation Credit Suisse First Boston LLC BNY Capital Markets, Inc. c/o Lehman Brothers Inc. 745 7th Avenue New York, NY 10019
Form of REVOLVING CREDIT AGREEMENT among B&G FOODS, INC., as Borrower The Several Lenders from Time to Time Parties Hereto, LEHMAN BROTHERS INC., as Arranger THE BANK OF NEW YORK, as Documentation Agent FLEET NATIONAL BANK, a Bank of America company,...Revolving Credit Agreement • October 7th, 2004 • Polaner Inc • Canned, fruits, veg, preserves, jams & jellies • New York
REVOLVING CREDIT AGREEMENT, dated as of October [__], 2004, among B&G FOODS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), LEHMAN BROTHERS INC., as sole advisor, sole lead arranger and sole bookrunner (in such capacity, the “Arranger”), THE BANK OF NEW YORK, as Documentation Agent, (in such capacity, the “Documentation Agent”), FLEET NATIONAL BANK, a Bank of America company, as Syndication Agent (in such capacity, the “Syndication Agent”) and LEHMAN COMMERCIAL PAPER INC., as Administrative Agent (in such capacity, the “Administrative Agent”).
FORM OF SECOND AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENT dated as of October [___], 2004 among B&G FOODS HOLDINGS CORP. BRUCKMANN, ROSSER, SHERRILL & CO., L.P., CANTERBURY MEZZANINE CAPITAL II, L.P., PROTOSTAR EQUITY PARTNERS, L.P. and...Securities Holders Agreement • October 7th, 2004 • Polaner Inc • Canned, fruits, veg, preserves, jams & jellies • Delaware
SECOND AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENT, dated as of October [__], 2004 (the “Agreement”), by and among (1) B&G FOODS HOLDINGS CORP., a Delaware corporation (“B&G Foods”), (2) BRUCKMANN, ROSSER, SHERRILL & CO., L.P., a Delaware limited partnership (“BRS”), the individuals listed on Exhibit A hereto as the BRS Stockholders (the “BRS Stockholders” and, together with BRS and their respective BRS Permitted Transferees, the “BRS Entities”), (3) CANTERBURY MEZZANINE CAPITAL II, L.P., a Delaware limited partnership (“Canterbury” and, together with its Permitted Transferees, the “Canterbury Entities”), (4) PROTOSTAR EQUITY PARTNERS, L.P., a Delaware limited partnership, as successor in interest to The CIT Group/Equity Investments, Inc. (“Protostar” and, together with its Permitted Transferees, the “Protostar Entities”), and (5) the individuals listed on Exhibit A hereto as “Management Stockholders” (such individuals, together with their Permitted Transferees, the “Management S
FORM OF SECOND AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENT dated as of [ ], 2004 among B&G FOODS, INC. (formerly known as B&G Foods Holdings Corp.) BRUCKMANN, ROSSER, SHERRILL & CO., L.P., CANTERBURY MEZZANINE CAPITAL II, L.P., THE CIT...Securities Holders Agreement • March 31st, 2004 • Polaner Inc • Canned, fruits, veg, preserves, jams & jellies • Delaware
