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).
B&G FOODS, INC. (f/k/a B&G FOODS HOLDINGS CORP.) AND EACH OF THE GUARANTORS PARTY HERETO 8.0% SENIOR NOTES DUE 2011Supplemental Indenture • October 20th, 2004 • B&g Foods Holdings Corp • Food and kindred products • New York
INDENTURE dated as of October 14, 2004 among B&G Foods, Inc. (f/k/a B&G Foods Holdings Corp.), a Delaware corporation, the Guarantors (as defined) and The Bank of New York, a New York banking corporation, as trustee.
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.
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
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”).
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”).
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 Albert Soricelli (hereinafter “Soricelli”), amending the Employment Agreement by and between the Corporation and Soricelli (the “Agreement”).
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 Robert C. Cantwell (hereinafter “Cantwell”), amending the Employment Agreement by and between the Corporation and Cantwell (the “Agreement”).
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 Burke (hereinafter “Burke”), amending the Employment Agreement by and between the Corporation and Burke (the “Agreement”).
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 James Brown (hereinafter “Brown”), amending the Employment Agreement by and between the Corporation and Brown (the “Agreement”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 20th, 2004 • B&g Foods Holdings Corp • Food and kindred products
Agreement and Plan of Merger (the “Plan of Merger”), dated as of October 14, 2004, by and between B&G Foods, Inc., a Delaware corporation (“Sub”), and B&G Foods Holdings Corp., a Delaware corporation (the “Company” and after the Effective Time, as defined below, the “Surviving Corporation”).
