Revolving Credit Agreement (2003)Full Document 

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FIRST AMENDMENT TO AMENDED AND RESTATED

REVOLVING CREDIT AGREEMENT

FIRST AMENDMENT, dated as of September 9, 2003 (this "Amendment"), to the Amended and Restated Revolving Credit Agreement, dated as of August 21, 2003 (such Amended and Restated Revolving Credit Agreement, as amended, supplemented or otherwise modified from time to time, the "Revolving Credit Agreement"), 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 the Revolving Credit Agreement (the "Lenders"), LEHMAN BROTHERS INC., as arranger (the "Arranger"), LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the "Administrative Agent"), and THE BANK OF NEW YORK, as the Existing Issuing Lender.

W I T N E S S E T H:

WHEREAS, Holdings, the Borrower, the Arranger, the Administrative Agent,

The Bank of New York, as Existing Issuing Lender, and Lehman Commercial Paper Inc., as the Lender, are parties on the date hereof to the Revolving Credit Agreement; and

WHEREAS, the parties hereto wish to amend the Revolving Credit Agreement, and thereafter certain additional banks and financial institutions will become Lenders under the Revolving Credit Agreement as Assignees pursuant to Section 9.6(c) of the Revolving Credit Agreement;

NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, and for other valuable consideration the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.  Definitions. All defined terms used herein shall have the meanings set forth in the Revolving Credit Agreement unless otherwise defined herein.

2.  Amendment and Restatement of Revolving Credit Agreement. The Revolving Credit Agreement is hereby amended and restated in its entirety in the form attached hereto as Exhibit A.

3.  Other Agents. The following institutions are hereby appointed as Other Agents, and each such institution hereby accepts such appointment:

        Institution

        Title

        The Bank of New York

        Co-Documentation Agent

        CIT Lending Services Corporation

        Co-Documentation Agent

        Fleet National Bank

        Syndication Agent

4.  Representations; No Default. On and as of the date hereof, and after giving effect to this Amendment, (i) each of Holdings and the Borrower certifies that no Default or Event of Default has occurred or is continuing, and (ii) each of Holdings and the Borrower confirms, reaffirms and restates that the representations and warranties set forth in Section 3 of the Revolving Credit Agreement and in the other Loan Documents are true and correct in all material respects, provided that the references to the Revolving Credit Agreement therein shall be deemed to be references to this Amendment and to the Revolving Credit Agreement as amended by this Amendment.

5.  Conditions to Effectiveness. This Amendment shall become effective on and as of the date that:

(a) the Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered by a duly authorized officer of each of the parties named on the signature pages hereof; and

(b) the Administrative Agent shall have received an executed Acknowledgment and Consent, in the form set forth at the end of this Amendment, from each Loan Party other than the Borrower and Holdings.

6.  Limited Amendment. This Amendment shall not be deemed to be a waiver of, or consent to, or a modification or amendment of, any term or condition of any other Loan Document or to prejudice any other right or rights which the Lenders may now have or may have in the future under or in connection with the Revolving Credit Agreement or any of the instruments or agreements referred to therein, as the same may be amended from time to time.

7.  Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

8.  GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first above written.

B&G FOODS HOLDINGS CORP.

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