0000894579-03-000105 Sample Contracts

FIRST AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT
Term Loan Agreement • November 13th, 2003 • B&g Foods Inc • Canned, fruits, veg, preserves, jams & jellies • New York

AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of August 21, 2003, among B&G FOODS HOLDINGS CORP., a Delaware corporation ("Holdings"), 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"), LEHMAN COMMERCIAL PAPER INC., as Administrative Agent (in such capacity, the "Administrative Agent"), and the Other Agents.

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AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT made by B&G FOODS HOLDINGS CORP. B&G FOODS, INC. and certain of its Subsidiaries in favor of LEHMAN COMMERCIAL PAPER INC. as Administrative Agent Dated as of August 21, 2003
Guarantee and Collateral Agreement • November 13th, 2003 • B&g Foods Inc • Canned, fruits, veg, preserves, jams & jellies • New York

AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of August 21, 2003, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Grantors"), in favor of LEHMAN COMMERCIAL PAPER INC., as Administrative Agent (as defined below).

FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • November 13th, 2003 • B&g Foods Inc • Canned, fruits, veg, preserves, jams & jellies • New York

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of August 21, 2003, among B&G FOODS HOLDINGS CORP., a Delaware corporation ("Holdings"), 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"), LEHMAN COMMERCIAL PAPER INC., as Administrative Agent (in such capacity, the "Administrative Agent") and the Other Agents.

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