0001104659-09-048547 Sample Contracts

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND RESIGNATION AND APPOINTMENT AGREEMENT
Credit Agreement and Resignation and Appointment Agreement • August 10th, 2009 • B&G Foods, Inc. • Food and kindred products • New York

This First Amendment to the Credit Agreement (as defined below) and Resignation and Appointment Agreement (this “Amendment”) dated as of August 5, 2009, is by and among B&G Foods, Inc. (the “Borrower”), each Lender (as defined below) party hereto, the Guarantors, Lehman Commercial Paper Inc. (“Lehman”), a debtor and debtor in possession under chapter 11 of the Bankruptcy Code (defined below) acting alone or through one or more of its branches as the Administrative Agent (in such capacity, the “Existing Agent”), Swing Line Lender and as a Revolving Credit Lender and Credit Suisse, as the successor Administrative Agent (in such capacity, the “Successor Agent”) and successor Swing Line Lender. Defined terms in the Credit Agreement have the same meanings where used herein, unless otherwise defined.

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EMPLOYMENT AGREEMENT
Employment Agreement • August 10th, 2009 • B&G Foods, Inc. • Food and kindred products • New Jersey

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 6, 2009, by and between B&G FOODS, INC. (hereinafter the “Corporation”) and WILLIAM F. HERBES (hereinafter “Herbes”).

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