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EXHIBIT 10.11
SECOND AMENDMENT TO TERM LOAN AGREEMENT
SECOND AMENDMENT, dated as of March 5, 2002 (this "AMENDMENT"), to the
Term Loan Agreement, dated as of March 15, 1999, as amended by the Amendment
dated as of May 12, 2000 (such Term Loan Agreement, as amended, supplemented or
otherwise modified from time to time, the "TERM LOAN 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 Term Loan Agreement
(the "LENDERS"), LEHMAN BROTHERS INC., as advisor, lead arranger and book
manager (in such capacity, the "ARRANGER"), THE BANK OF NEW YORK, as
documentation agent (in such capacity, the "DOCUMENTATION AGENT"), HELLER
FINANCIAL, INC., as co-documentation agent (in such capacity, the
"CO-DOCUMENTATION AGENT"), LEHMAN COMMERCIAL PAPER INC., as syndication agent
(in such capacity, the "SYNDICATION AGENT"), and LEHMAN COMMERCIAL PAPER INC.,
as administrative agent (in such capacity, the "ADMINISTRATIVE AGENT").
W I T N E S S E T H:
WHEREAS, Holdings and the Borrower have requested that the Lenders
amend, and the Lenders have agreed to amend, certain of the provisions of the
Term Loan Agreement, upon the terms and subject to the conditions set forth
below;
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other valuable consideration the receipt of which is
hereby acknowledged, Holdings, the Borrower, the Lenders and the Administrative
Agent hereby agree as follows:
1. DEFINITIONS. All terms defined in the Term Loan Agreement shall
have such defined meanings when used herein unless otherwise defined herein.
2. AMENDMENT OF SECTION 1.1 (DEFINED TERMS). Section 1.1 of the Term
Loan Agreement is hereby amended by deleting the definition of "Senior
Subordinated Notes" in its entirety and inserting, in proper alphabetical order,
the following defined terms and related definitions:
"'SENIOR SUBORDINATED NOTES': the collective reference to Senior
Subordinated Notes I and Senior Subordinated Notes II.
'SENIOR SUBORDINATED NOTES I': the subordinated notes of the Borrower
issued in 1997 pursuant to the Senior Subordinated Note Indenture in the
original aggregate principal amount of $120,000,000.
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'SENIOR SUBORDINATED NOTES II': the subordinated notes of the Borrower
issued in 2002 pursuant to the Senior Subordinated Note Indenture in the
aggregate principal amount of $100,000,000."
3. AMENDMENT OF SECTION 2.7 (MANDATORY PREPAYMENTS AND COMMITMENT
REDUCTIONS). Section 2.7(d) of the Term Loan Agreement is amended by adding at
the end thereof immediately prior to the period at the end of the first sentence
therein, the following:
"; PROVIDED that the Net Cash Proceeds of the Senior Subordinated
Notes II shall apply first to the Tranche A Term Loan Facility and
second to the Tranche B Term Loan Facility."
4. AMENDMENT OF SECTION 6.2 (LIMITATIONS ON INDEBTEDNESS). Section
6.2(g)(i) of the Term Loan Agreement is amended by replacing "$120,000,000" with
"$220,000,000" and adding immediately after "220,000,000" and before the "and",
the following:
"; PROVIDED that the Net Cash Proceeds of the Senior Subordinated
Notes II shall be applied as a mandatory prepayment in accordance with
Section 2.7(d)"
5. 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 Term Loan Agreement
and in the other Loan Documents are true and correct in all material respects,
PROVIDED that the references to the Term Loan Agreement therein shall be deemed
to be references to this Amendment and to the Term Loan Agreement as amended by
this Amendment.
6. 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
Holdings and the Borrower;
(b) the Administrative Agent shall have received executed Lender
Consent Letters, substantially in the form of Exhibit A hereto ("LENDER CONSENT
LETTERS"), from Lenders whose consent is required pursuant to Section 9.1 of the
Term Loan Agreement;
(c) 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;
(d) the Administrative Agent shall have received an executed
certificate of an officer of each of Holdings and the Borrower in form
satisfactory to the Administrative Agent as
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to the accuracy of the representations and warranties set forth in Section 3 of
the Term Loan Agreement and in the other Loan Documents, the absence of any
Default or Event of Default after giving effect to this Amendment, and as to
such other customary matters as the Administrative Agent may reasonably request;
(e) the Administrative Agent shall have received for the account of
each Lender executing and delivering this Amendment by March 5, 2002 a fee of
1/10 of 1% of the aggregate principal amount Tranche A Term Loans and Tranche B
Term Loans held by such Lender under the Term Loan Agreement; and
(f) the Administrative Agent shall be satisfied that amendments to the
Revolving Credit Agreement consistent with the amendments effected hereby have
become effective.
7. LIMITED CONSENT AND AMENDMENT. Except as expressly amended herein,
the Term Loan Agreement shall continue to be, and shall remain, in full force
and effect. This Amendment shall not be deemed to be a waiver of, or consent to,
or a modification or amendment of, any other term or condition of the Term Loan
Agreement or 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 Term Loan Agreement or any of the instruments or agreements referred to
therein, as the same may be amended from time to time.
8. 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.
9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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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.
By: /s/ Robert Cantwell
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Name: Robert C. Cantwell
Title: Executive Vice President Finance
B&G FOODS, INC.
By: /s/ Robert Cantwell
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Name: Robert C. Cantwell
Title: Executive Vice President Finance
LEHMAN BROTHERS INC.,
as Arranger
By: /s/ G. Andrew Keith
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Name:
Title:
LEHMAN COMMERCIAL PAPER INC.,
as Syndication Agent, and as
Administrative Agent
By: /s/ G. Andrew Keith
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Name:
Title:
THE BANK OF NEW YORK, as
Documentation Agent
By: /s/ Linda Mae Coppa
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Name:
Title:
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HELLER FINANCIAL, INC., as
Co-Documentation Agent
By: /s/ Julie F. Maslanka
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Name:
Title:
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ACKNOWLEDGMENT AND CONSENT
Each of the undersigned parties to the Guarantee and Collateral
Agreement, dated as of March 15, 1999 and as amended, supplemented or otherwise
modified from time to time, made by the undersigned in favor of Lehman
Commercial Paper Inc., as Administrative Agent, for the benefit of the Lenders,
hereby (a) consents to the transactions contemplated by the Amendment to the
Term Loan Agreement, (b) consents to the transactions contemplated by the
Amendment to the Revolving Credit Agreement and (c) acknowledges and agrees that
the guarantees and grants of security interests contained in the Guarantee and
Collateral Agreement and in the other Security Documents are, and shall remain,
in full force and effect after giving effect to such Second Amendments and all
prior modifications to the Term Loan Agreement and the Revolving Credit
Agreement.
BGH HOLDINGS, INC.
By: /s/ Robert Cantwell
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Title: Executive Vice President Finance
BLOCH & GUGGENHEIMER, INC.
By: /s/ Robert Cantwell
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Title: Executive Vice President Finance
POLANER, INC.
By: /s/ Robert Cantwell
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Title: Executive Vice President Finance
RWBV ACQUISITION CORP.
By: /s/ Robert Cantwell
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Title: Vice President Finance
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TRAPPEY'S FINE FOODS, INC.
By: /s/ Robert Cantwell
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Title: Executive Vice President Finance
MAPLE GROVE FARMS OF VERMONT, INC.
By: /s/ Robert Cantwell
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Title: Executive Vice President Finance
HERITAGE ACQUISITION CORP.
By: /s/ Robert Cantwell
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Title: Vice President Finance
WILLIAM UNDERWOOD COMPANY
By: /s/ Robert Cantwell
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Title: Vice President Finance