FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

Exhibit 10.1

FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

Dated as of March 30, 2005

                    This FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (together with Annex I hereto, this " Amendment ") among B&G FOODS, INC. , a Delaware corporation (the " Borrower "), LEHMAN COMMERCIAL PAPER INC. , as Administrative Agent (in such capacity, the " Administrative Agent ") and the Lenders executing this Amendment.  Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

PRELIMINARY STATEMENTS:

                    A.          The Borrower, the lenders named therein (the " Lenders "), the Administrative Agent, Lehman Brothers Inc, as sole advisor, sole lead arranger and sole bookrunner, The Bank of New York, as Documentation Agent, and Fleet National Bank, a Bank of America company, as Syndication Agent, entered into a Revolving Credit Agreement, dated as of October 14, 2004 (together with all Annexes, Exhibits and Schedules thereto, the " Credit Agreement ");

                    B.          The Borrower has requested that the Lenders amend the Credit Agreement to provide for the certain changes to the maximum Consolidated Leverage Ratio; and

                    C.          The Required Lenders are, on the terms and conditions stated below, willing to grant the request of the Borrower.

                     NOW, THEREFORE , in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

                    SECTION 1.           Amendment to Credit Agreement . 

                    (a)          Section 6.1(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:

                    SECTION 2.           Conditions to Effectiveness .  The amendment contained in Section 1 shall not be effective until each of the following conditions precedent shall have been satisfied (the date on which such conditions are satisfied, the " Amendment Effective Date "):

                     (a)          the Administrative Agent shall have received signed written authorization from the Required Lenders and shall have received counterparts of this Amendment executed by the Administrative Agent and the Borrower and counterparts of the Consent appended hereto as Annex 1 (the " Consent ") executed by the Guarantors;

                    (b)          each of the representations and warranties in Section 3 below shall be true and correct in all material respects on the Amendment Effective Date; and

                    (c)          all fees and expenses (including, without limitation the legal fees) then due and payable to the Administrative Agent or any Lender under the Loan Documents shall have been paid in full in immediately available funds.

                    SECTION 3.           Representations and Warranties .

                    The Borrower represents and warrants to the Administrative Agent and the Lenders as follows:

                    (a)           Authority .  Each Loan Party has the requisite corporate or other organizational power and authority to execute and deliver this Amendment and the Consent, as applicable, and to perform its obligations hereunder and under the Loan Documents (as amended hereby) to which it is a party.  The execution, delivery and performance by the Borrower of this Amendment and by the Guarantors of the Consent, and the performance by the Borrower of each Loan Document (as amended hereby) to which it is a party have been duly approved by all necessary corporate and other organizational action of such Person and no other corporate proceedings on the part of each such Person is necessary to consummate such transactions.

                    (b)           Enforceability .  This Amendment has been duly executed and delivered on behalf of the Borrower.  The Consent has been duly executed and delivered on behalf of each of the Guarantors.  Assuming the conditions precedent in Section 2 of this Amendment have been satisfied, each of this Amendment, the Consent and each Loan Document (as amended hereby) is the legal, valid and binding obligation of each Loan Party party hereto and thereto, as applicable, enforceable against such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorgani