FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Exhibit 10.19.13
FOURTH AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
This FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of December
19, 2007 (the “Fourth Amendment”), is entered into by and among INTERSTATE BAKERIES
CORPORATION, a Delaware corporation (“Parent Borrower”), a debtor and debtor-in-possession
in a case pending under Chapter 11 of the Bankruptcy Code, each of the direct and indirect
subsidiaries of the Parent Borrower party to the Credit Agreement (as defined below) (each
individually a “Subsidiary Borrower” and collectively the “Subsidiary Borrowers”;
and together with the Parent Borrower, the “Borrowers”), each of which is a debtor and
debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, and JPMORGAN CHASE
BANK, N.A., a national banking association, as administrative agent (the “Administrative
Agent”) for the commercial banks, finance companies, insurance companies or other financial
institutions or funds from time to time party to the Credit Agreement (the “Lenders”).
WHEREAS, the Borrowers, the Lenders and the Administrative Agent are parties to that certain
Amended and Restated Revolving Credit Agreement, dated as of February 16, 2007, as amended by that
certain First Amendment to Amended and Restated Revolving Credit Agreement dated as of October 1,
2007 and that certain Second Amendment to Amended and Restated Revolving Credit Agreement dated as
of November 29, 2007 (as amended, the “Credit Agreement”), pursuant to which the Lenders
have made available to the Borrowers a revolving credit and letter of credit facility in an
aggregate principal amount not to exceed $200,000,000; and
WHEREAS, the Third Amendment to Amended and Restated Revolving Credit Agreement, dated as of
the date hereof (the “Third Amendment”), provides that the Credit Agreement be amended in a
manner which, subject to Section 9.10(b) of the Credit Agreement, requires the unanimous consent of
all of the Lenders; and
Section 1. Definitions. Capitalized terms used and not otherwise defined in this
Fourth Amendment are used as defined in the Credit Agreement.
Section 2. Amendment to Credit Agreement. Subject to the conditions set forth in
Section 3 hereof, Annex A to the Credit Agreement is hereby replaced in its entirety by a new Annex
A in the form attached hereto as Exhibit A.
Section 3. Effectiveness. The effectiveness of this Fourth Amendment is conditioned
upon: (i) the Administrative Agent’s receipt of executed counterparts of this Fourth Amendment
which, when taken together, bear the signatures of the Borrowers and the Administrative Agent
(acting for itself and on behalf of the Super-majority Lenders). The amendment contemplated by this
Fourth Amendment shall be effective on the effective date of the Third Amendment.
Section 4. Choice of Law. THIS FOURTH AMENDMENT SHALL IN ALL RESPECTS BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND
TO BE PERFORMED WHOLLY WITHIN SUCH STATE AND THE BANKRUPTCY CODE.
Section 5. Full Force and Effect. Except as specifically amended or waived hereby, all
of the terms and conditions of the Credit Agreement shall remain in full force and effect, and the
same are hereby ratified and confirmed. No reference to this Fourth Amendment need be made in any
instrument or document at any time referring to the Credit Agreement, and a reference to the Credit
Agreement in any such instrument or document shall be deemed a reference to the Credit Agreement as
amended hereby.
Section 6. Counterparts; Electronic Signatures. This Fourth Amendment may be executed
in any number of counterparts, each of which shall constitute an original, but all of which taken
together shall constitute one and the same agreement. The Administrative Agent may, in its
discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it; provided that approval of such procedures may
be limited to particular notices or communications.
Section 7. Headings. Section headings used herein are for convenience only and are not
to affect the construction of or be taken into consideration in interpreting this Fourth Amendment.
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BORROWERS: INTERSTATE BAKERIES CORPORATION |
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By: | /s/ J. Xxxxxxx Xxxxx | |||
Name: | J. Xxxxxxx Xxxxx | |||
Title: | Senior Vice President, Chief Financial Officer and Treasurer |
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ARMOUR AND MAIN REDEVELOPMENT CORPORATION |
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By: | /s/ J. Xxxxxxx Xxxxx | |||
Name: | J. Xxxxxxx Xxxxx | |||
Title: | Treasurer | |||
XXXXX’X INN QUALITY BAKED GOODS, LLC |
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By: | /s/ J. Xxxxxxx Xxxxx | |||
Name: | J. Xxxxxxx Xxxxx | |||
Title: | Treasurer | |||
IBC SALES CORPORATION |
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By: | /s/ J. Xxxxxxx Xxxxx | |||
Name: | J. Xxxxxxx Xxxxx | |||
Title: | Senior Vice President, Chief Financial Officer and Treasurer |
IBC SERVICES, LLC |
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By: | /s/ J. Xxxxxxx Xxxxx | |||
Name: | J. Xxxxxxx Xxxxx | |||
Title: | Treasurer | |||
IBC TRUCKING, LLC |
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By: | /s/ J. Xxxxxxx Xxxxx | |||
Name: | J. Xxxxxxx Xxxxx | |||
Title: | Treasurer | |||
INTERSTATE BRANDS CORPORATION |
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By: | /s/ J. Xxxxxxx Xxxxx | |||
Name: | J. Xxxxxxx Xxxxx | |||
Title: | Senior Vice President, Chief Financial Officer and Treasurer |
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NEW ENGLAND BAKERY DISTRIBUTORS, L.L.C. |
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By: | /s/ J. Xxxxxxx Xxxxx | |||
Name: | J. Xxxxxxx Xxxxx | |||
Title: | Treasurer | |||
JPMORGAN CHASE BANK, N.A. as Administrative Agent |
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By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X Xxxxxx | |||
Title: | Managing Director | |||