3,750,000 Shares B&G Foods, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 10th, 2016 • B&G Foods, Inc. • Food and kindred products • New York
B&G Foods, Inc. PURCHASE AGREEMENTPurchase Agreement • September 14th, 2023 • B&G Foods, Inc. • Food and kindred products • New York
B&G Foods, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to Barclays Capital Inc. (“Barclays”) and the other several initial purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom Barclays is acting as representative (in such capacity, the “Representative”), $550,000,000 in aggregate principal amount of its 8.000% Senior Secured Notes due 2028 (the “Notes”). The Notes will (i) have terms and provisions that are summarized in the Pricing Disclosure Package and the Offering Memorandum (each as defined below), and (ii) are to be issued pursuant to an Indenture (the “Indenture”) to be entered into among the Company, the Guarantors (as defined below) and the Bank of New York Mellon, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”). The Company’s obligations under the Notes, including the due and punctual pay
B&G FOODS, INC. and each of the Guarantors PARTY HERETO 8.000% SENIOR SECURED NOTES DUE 2028 INDENTURE Dated as of September 26, 2023 The Bank of New York Mellon Trust Company, N.A. Trustee and Notes Collateral AgentIndenture • September 26th, 2023 • B&G Foods, Inc. • Food and kindred products • New York
INDENTURE dated as September 26, 2023 among B&G Foods, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined) and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”) and as notes collateral agent (“Notes Collateral Agent”).
B&G FOODS, INC. Common Stock ($0.01 par value per share) ATM EQUITY OFFERINGSM SALES AGREEMENTEquity Offeringsm Sales Agreement • May 9th, 2023 • B&G Foods, Inc. • Food and kindred products • New York
AMENDED AND RESTATED CREDIT AGREEMENT among B&G FOODS, INC., as Borrower The Several Lenders from Time to Time Parties Hereto, LEHMAN BROTHERS INC. and CREDIT SUISSE SECURITIES (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners, CREDIT SUISSE...Credit Agreement • February 28th, 2007 • B&G Foods, Inc. • Food and kindred products • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 23, 2007, 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. and CREDIT SUISSE SECURITIES (USA) LLC, as joint lead arrangers and joint bookrunners (collectively, in such capacities, the “Arrangers”), CREDIT SUISSE SECURITIES (USA) LLC, as syndication agent (in such capacity, the “Syndication Agent”), and LEHMAN COMMERCIAL PAPER INC., as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) amends and restates in full the Credit Agreement, dated as of October 14, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the “Original Credit Agreement”), by and among the Borrower, the lenders from time to time party thereto (the “Original Lenders”), Lehman Brothers Inc., as arranger, The Bank of Ne
GUARANTEE AND COLLATERAL AGREEMENT made by B&G FOODS, INC. and certain of its Subsidiaries in favor of LEHMAN COMMERCIAL PAPER INC. as Administrative Agent Dated as of October 14, 2004Guarantee and Collateral Agreement • October 20th, 2004 • B&g Foods Holdings Corp • Food and kindred products • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of October 14, 2004, 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).
AMENDED AND RESTATED CREDIT AGREEMENT among B&G FOODS, INC., as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and BARCLAYS BANK PLC, as Administrative Agent and Collateral AgentCredit Agreement • November 6th, 2015 • B&G Foods, Inc. • Food and kindred products • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 2, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among B&G FOODS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party hereto as lenders (the “Lenders”) and BARCLAYS BANK PLC, as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”) and collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns in such capacity, the “Collateral Agent”), with BARCLAYS BANK PLC (“Barclays”), BANK OF AMERICA, N.A. (“BANA”), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (“MLPFS” and, together with BANA, “BAML”), ROYAL BANK OF CANADA (“Royal Bank”), RBC CAPITAL MARKETS (“RBCCM” and, together with Royal Bank, “RBC”), CREDIT SUISSE SECURITIES
B&G Foods, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 2017 • B&G Foods, Inc. • Food and kindred products • New York
Employment AgreemenTEmployment Agreement • May 12th, 2021 • B&G Foods, Inc. • Food and kindred products • New Jersey
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of May 11, 2021, by and between B&G FOODS, INC. (hereinafter the “Corporation”) and Kenneth C. “Casey” Keller (hereinafter “Executive”).
B&G FOODS, INC. AND EACH OF THE GUARANTORS PARTY HERETO 5.25% SENIOR NOTES DUE 2025Supplemental Indenture • April 4th, 2017 • B&G Foods, Inc. • Food and kindred products • New York
SEVENTH SUPPLEMENTAL INDENTURE dated as of April 3, 2017 among B&G Foods, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined) and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States of America, as trustee (the “Trustee”).
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 26th, 2023 • B&G Foods, Inc. • Food and kindred products • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 2, 2015 (as amended by the First Amendment to Credit Agreement, dated as of March 30, 2017, by the Second Amendment to Credit Agreement, dated as of November 20, 2017, by the Third Amendment to Credit Agreement, dated as of October 10, 2019, by the Fourth Amendment to Credit Agreement, dated as of December 16, 2020, by the Fifth Amendment to Credit Agreement, dated as of June 28, 2022, and by the Sixth Amendment to Credit Agreement, dated as of June 6, 2023, and by the Seventh Amendment to Credit Agreement, dated as of September 22, 2023 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among B&G FOODS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party hereto as lenders (the “Lenders”) and BARCLAYS BANK PLC, as administrative agent for the Lenders (in such capacity, t
CREDIT AGREEMENT among B&G FOODS, INC., as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and CREDIT SUISSE AG, as Administrative Agent and Collateral AgentCredit Agreement • June 9th, 2014 • B&G Foods, Inc. • Food and kindred products • New York
CREDIT AGREEMENT, dated as of June 5, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among B&G FOODS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party hereto as lenders (the “Lenders”) and CREDIT SUISSE AG, as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”) and collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns in such capacity, the “Collateral Agent”), with CREDIT SUISSE SECURITIES (USA) LLC (“CS Securities” and, together with its affiliates, “Credit Suisse”), BARCLAYS BANK PLC (“Barclays”), ROYAL BANK OF CANADA (“Royal Bank”), RBC CAPITAL MARKETS (“RBCCM” and, together with Royal Bank, “RBC”), BANK OF AMERICA, N.A. (“Bank of America”), DEUTSCHE BANK SECURITIES INC
240,000,000 8.0% Senior Notes due 2011 B&G FOODS HOLDINGS CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 20th, 2004 • B&g Foods Holdings Corp • Food and kindred products • New York
B&G Foods Holdings Corp., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate principal amount of $240,000,000 8.0% senior notes due 2011 (the “Securities”). The respective amounts of the aforesaid Securities to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto.
B&G Foods, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • March 30th, 2017 • B&G Foods, Inc. • Food and kindred products • New York
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 11th, 2019 • B&G Foods, Inc. • Food and kindred products • New York
This THIRD AMENDMENT to the Credit Agreement referred to below, dated as of October 10, 2019 (this “Third Amendment”) by and among B&G FOODS, INC., a Delaware corporation, as borrower (the “Borrower”), the Lenders party hereto, and BARCLAYS BANK PLC (“Barclays”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”). Capitalized terms not otherwise defined in this Third Amendment have the same meanings as specified in the Credit Agreement (as defined below), as amended by this Third Amendment.
FORM OF] STOCK OPTION AGREEMENT (this “Agreement”) Pursuant to the B&G Foods Omnibus Incentive Compensation Plan (Non-Qualified Stock Option)Stock Option Agreement • August 5th, 2021 • B&G Foods, Inc. • Food and kindred products • Delaware
B&G Foods, Inc. (“B&G Foods” or the “Company”) has granted to you an option (the “Option”) to purchase the number of shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”) shown in Section 1(b) below (the “Shares”) at the Exercise Price per Share shown in Section 1(e) below. The Option has been granted pursuant to the B&G Foods Omnibus Incentive Compensation Plan (as amended, supplemented or otherwise modified from time to time, the “Plan”) and is subject to the terms and conditions of the Plan and this Agreement made pursuant to the Plan. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to them in the Plan.
GUARANTEE AND COLLATERAL AGREEMENT by and among B&G FOODS, INC. and Certain Subsidiaries of B&G Foods, Inc., as Grantors in favor of CREDIT SUISSE AG, as Collateral Agent Dated as of June 5, 2014Guarantee and Collateral Agreement • June 9th, 2014 • B&G Foods, Inc. • Food and kindred products • New York
This GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 5, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among B&G FOODS, INC., a Delaware corporation (the “Borrower”), each Subsidiary of the Borrower party hereto from time to time other than a Foreign Subsidiary or Foreign Subsidiary Holding Company, whether as an original signatory hereto or as an Additional Grantor (each such Subsidiary, together with the Borrower, a “Grantor” and collectively, the “Grantors”), and CREDIT SUISSE AG, as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
ASSET PURCHASE AGREEMENT by and among B&G FOODS, INC., THE SELLING SUBSIDIARIES NAMED HEREIN and THE HERSHEY COMPANY Dated as of September 12, 2018Asset Purchase Agreement • September 13th, 2018 • B&G Foods, Inc. • Food and kindred products • Delaware
ASSET PURCHASE AGREEMENT, dated as of September 12, 2018 (as it may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), by and among B&G Foods, Inc., a Delaware corporation (“Seller”), the Selling Subsidiaries named herein (together with Seller, the “Seller Parties”) and The Hershey Company, a Delaware corporation (“Buyer”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • January 25th, 2010 • B&G Foods, Inc. • Food and kindred products • New York
FIRST SUPPLEMENTAL INDENTURE (“First Supplemental Indenture”), dated as of January 25, 2010, among B&G Foods, Inc., a Delaware Corporation, (the “Company”) and each of the Guarantors party thereto (the “Guarantors”) and The Bank of New York Mellon, as trustee (the “Trustee”).
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, as...Revolving Credit Agreement • October 20th, 2004 • B&g Foods Holdings Corp • Food and kindred products • New York
REVOLVING CREDIT AGREEMENT, dated as of October 14, 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”).
SECOND AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENT dated as of October 14, 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 MANAGEMENT...Securities Holders Agreement • October 20th, 2004 • B&g Foods Holdings Corp • Food and kindred products • Delaware
SECOND AMENDED AND RESTATED SECURITIES HOLDERS AGREEMENT, dated as of October 14, 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 Sto
March 18, 2019 Mr. William F. Herbes Re: Retirement Agreement and General Release Dear Bill:B&G Foods, Inc. • March 18th, 2019 • Food and kindred products • New Jersey
Consistent with our discussions concerning the terms of your retirement, this letter constitutes an agreement between you and B&G Foods, Inc. (“B&G Foods”), on behalf of itself and its subsidiaries (collectively with B&G Foods, the “Company”), setting forth all terms of your retirement from the Company.
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 16th, 2014 • B&G Foods, Inc. • Food and kindred products • New Jersey
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of December 16, 2014, by and between B&G FOODS, INC. (hereinafter the “Corporation”) and ROBERT C. CANTWELL (hereinafter “Cantwell”).
ASSET PURCHASE AGREEMENT among CONOPCO, INC., B&G FOODS NORTH AMERICA, INC. and B&G FOODS, INC. Dated as of October 28, 2011Asset Purchase Agreement • October 31st, 2011 • B&G Foods, Inc. • Food and kindred products • New York
ASSET PURCHASE AGREEMENT dated as of October 28, 2011 (this “Agreement”), among CONOPCO, INC., a New York corporation (“Seller”), B&G FOODS NORTH AMERICA, INC., a Delaware corporation (“Purchaser”) and B&G FOODS, INC., a Delaware corporation (“Guarantor”), solely for the purposes of Article XI.
AMENDED AND RESTATED TRANSACTION SERVICES AGREEMENTTransaction Services Agreement • October 20th, 2004 • B&g Foods Holdings Corp • Food and kindred products • New York
THIS AMENDED AND RESTATED TRANSACTION SERVICES AGREEMENT, made this 30th day of September, 2004, by and between Bruckmann, Rosser, Sherrill & Co., Inc., a Delaware corporation (“BRS”), B&G Foods Holdings Corp., a Delaware corporation (“Holdings”), and B&G Foods, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (“B&G” and together with Holdings, the “Company”).
FORM OF] Non-EMPLOYEE DIRECTOR Stock Option Agreement Pursuant to the B&G Foods 2008 Omnibus Incentive Compensation Plan (Non-Qualified Stock Option)B&G Foods, Inc. • August 4th, 2016 • Food and kindred products • Delaware
B&G Foods, Inc. (“B&G Foods” or the “Company”) has granted to [Name] (“you”), an option (the “Option”) to purchase the number of shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”) shown in Section 1(b) below (the “Shares”) at the Exercise Price per share shown in Section 1(e) below. The Option has been granted pursuant to the B&G Foods 2008 Omnibus Incentive Compensation Plan (as amended, supplemented or otherwise modified from time to time, the “Plan”) and is subject to the terms and conditions of the Plan and this this Stock Option Agreement under the Plan (the “Agreement”). Unless otherwise defined herein, capitalized terms shall have the meanings assigned to them in the Plan.
4,000,000 Shares B&G Foods, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 11th, 2016 • B&G Foods, Inc. • Food and kindred products • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • September 17th, 2019 • B&G Foods, Inc. • Food and kindred products • New York
FORM OF] PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”) (20[__] to 20[__] Long-Term Incentive Awards)Performance Share Award Agreement • May 7th, 2019 • B&G Foods, Inc. • Food and kindred products • Delaware
B&G Foods, Inc. (“B&G Foods” or the “Company”) hereby grants to you, a Performance Share Award with respect to the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), pursuant to the B&G Foods Omnibus Incentive Compensation Plan (as amended, supplemented or otherwise modified from time to time, the “Plan”) and subject to the terms and conditions set forth below. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to them in the Plan.
FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT Dated as of January 10, 2006Guarantee and Collateral Agreement • March 7th, 2006 • B&G Foods, Inc. • Food and kindred products • New York
This FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT (this “Amendment”) is among B&G FOODS, INC., a Delaware corporation (the “Borrower”), certain subsidiaries of the Borrower signatories hereto (the “Guarantors”), the several banks and other financial institutions or entities from time to time party to the Credit Agreement as lenders (the “Lenders”), and LEHMAN COMMERCIAL PAPER INC., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
Re: Retirement Agreement and General ReleaseB&G Foods, Inc. • June 17th, 2022 • Food and kindred products • New Jersey
Consistent with our discussions concerning the terms of your retirement, this letter constitutes an agreement between you and B&G Foods, Inc. (“B&G Foods”), on behalf of itself and its subsidiaries (collectively with B&G Foods, the “Company”), setting forth all terms of your retirement from the Company. You are encouraged to read this letter agreement carefully and make certain that you understand and agree with it before you sign it. You may consider for twenty-one (21) days whether you wish to sign this letter agreement. You are encouraged to review this letter agreement with your attorney.
AMENDMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • October 20th, 2004 • B&g Foods Holdings Corp • Food and kindred products
THIS IS AN AMENDMENT OF EMPLOYMENT AGREEMENT (this “Amendment”), dated as of October 13, 2004, by and between B&G FOODS, INC. (hereinafter “Corporation”), and David L. Wenner (hereinafter “Wenner”), amending the Employment Agreement by and between the Corporation and Wenner (the “Agreement”).
FORM OF] RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) Pursuant to the B&G Foods Omnibus Incentive Compensation PlanRestricted Stock Award Agreement • May 7th, 2019 • B&G Foods, Inc. • Food and kindred products • Delaware
B&G Foods, Inc. (“B&G Foods” or the “Company”) hereby grants to you an Award of Restricted Stock (the “Restricted Stock Award”) with respect to the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), pursuant to the B&G Foods Omnibus Incentive Compensation Plan (as amended, supplemented or otherwise modified from time to time, the “Plan”) and subject to the terms and conditions set forth below. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to them in the Plan.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 6th, 2009 • B&G Foods, Inc. • Food and kindred products • New Jersey
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of December 31, 2008, by and between B&G FOODS, INC. (hereinafter the “Corporation”) and DAVID L. WENNER (hereinafter “Wenner”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND RESIGNATION AND APPOINTMENT AGREEMENTCredit 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.
