Exhibit 10.1
EXECUTION COPY
SEVENTH AMENDMENT TO
REVOLVING CREDIT AGREEMENT
This SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT dated as of June
28, 2006 (the "Seventh 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,
JPMORGAN CHASE BANK, N.A., a national banking association (formerly known as
JPMorgan Chase Bank) ("JPMCB"), and each of the other commercial banks, finance
companies, insurance companies or other financial institutions or funds from
time to time party to the Credit Agreement (together with JPMCB, the
"Lenders"), JPMORGAN CHASE BANK, N.A., a national banking association (formerly
known as JPMorgan Chase Bank), as administrative agent (the "Administrative
Agent") for the Lenders, and JPMORGAN CHASE BANK, N.A., a national banking
association (formerly known as JPMorgan Chase Bank), as collateral agent (the
"Collateral Agent") for the Lenders.
WITNESSETH:
WHEREAS, the Borrowers, the Lenders, the Administrative Agent and the
Collateral Agent are parties to that certain Revolving Credit Agreement dated
as of September 23, 2004, as amended by that certain First Amendment to
Revolving Credit Agreement dated as of November 1, 2004, by that certain Second
Amendment to Revolving Credit Agreement dated as of January 20, 2005, by that
certain Third Amendment and Waiver to Revolving Credit Agreement dated as of
May 26, 2005, by that certain Fourth Amendment and Waiver to Revolving Credit
Agreement dated as of November 30, 2005, by that certain Fifth Amendment to
Revolving Credit Agreement dated as of December 27, 2005 and by that certain
Sixth Amendment and Waiver to Revolving Credit Agreement dated as of March 29,
2006, 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 (as so amended, the "Credit Agreement"); and
WHEREAS, the Borrowers have requested that the Lenders amend and
supplement the Credit Agreement to reflect certain modifications to the Credit
Agreement;
WHEREAS, the Required Lenders have agreed to amend and supplement the
Credit Agreement to reflect certain modifications to the Credit Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
Section 1. Definitions. Capitalized terms used and not otherwise
defined in this Seventh Amendment are used as defined in the Credit Agreement.
Section 2. Amendments to Credit Agreement. Subject to the conditions
set forth in Section 3 hereof, the Credit Agreement is hereby amended as
follows:
2.1 Section 6.5 of the Agreement is hereby amended as follows:
(a) deleting the phrase "ending June 3,
2006" and substituting therefor the phrase "ending
July 29, 2006"; and
(b) amending the penultimate sentence
thereof in its entirety to read as follows: "In the
event Net Total Usage does not exceed $50,000,000 at
any time during the Suspension Period, the
Suspension Period shall terminate as of the first
day of the fiscal period ending August 26, 2006 such
that the Borrowers shall be required to comply with
the foregoing covenant with respect to the
calculation of cumulative Consolidated EBITDA as of
the end of the fiscal periods ending August 26, 2006
and September 23, 2006."
Section 3. Effectiveness. The effectiveness of this Seventh Amendment
is conditioned upon: (i) the Administrative Agent's receipt of executed
counterparts of this Seventh Amendment which, when taken together, bear the
signatures of the Borrowers and the Required Lenders (or, in the case of any
party as to which an executed counterpart shall not have been received, the
Administrative Agent shall have received written confirmation from such party
of execution of a counterpart hereof by such party); and (ii) the Borrowers'
payment of (A) an amendment fee to the Administrative Agent for the respective
accounts of the Lenders voting in favor of this Seventh Amendment in the amount
of two and one half (2-1/2) basis points of such Lenders' Commitments, and (B)
any unpaid balance of the fees and expenses due and payable by the Borrowers
pursuant to the Loan Documents. The amendments contemplated by this Seventh
Amendment shall be effective on the first Business Day on which the foregoing
conditions are fully satisfied.
Section 4. Representations and Warranties. Each Borrower represents
and warrants to the Lenders that:
4.1 After giving effect to the amendments contained herein and taking
into account all prior written waivers and amendments in respect of the Credit
Agreement, the representations and warranties of the Borrowers contained in
Section 3 of the Credit Agreement are true and correct in all material respects
on and as of the date hereof as if such representations and warranties had been
made on and as of the date hereof (except to the extent that any such
representations and warranties specifically relate to an earlier date); and
4.2 After giving effect to the amendments contained herein and taking
into account all prior written waivers and amendments in respect of the Credit
Agreement, (i) each Borrower is in compliance with all the terms and provisions
set forth in the Credit Agreement, and (ii) no Event of Default has occurred
and is continuing or would result from the execution, delivery and performance
of this Seventh Amendment.
Section 5. Choice of Law. THIS SEVENTH 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 6. 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 Seventh 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 7. Counterparts; Electronic Signatures. This Seventh 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 8. 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 Seventh Amendment.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Seventh
Amendment to be duly executed as of the day and the year first written.
BORROWERS:
INTERSTATE BAKERIES CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
ARMOUR AND MAIN REDEVELOPMENT CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President
XXXXX'X INN QUALITY BAKED GOODS, LLC
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President
IBC SALES CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
IBC SERVICES, LLC
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President
IBC TRUCKING, LLC
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President
INTERSTATE BRANDS CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
NEW ENGLAND BAKERY DISTRIBUTORS, L.L.C.
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President
LENDERS:
JPMORGAN CHASE BANK, N.A.
Individually and as Administrative Agent
and Collateral Agent
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Director
The Bank of New York
----------------------------------------
[Lender name]
By: /s/ Xxxxx X. Xxxx
------------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
Lender signature page to
Seventh Amendment to
Revolving Credit Agreement
Xxxxxxx & Co
----------------------------------------
[Lender name]
By: Boston Management and Research as
Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Lender signature page to
Seventh Amendment to
Revolving Credit Agreement
Xxxxx Xxxxx Institutional Senior Loan Fund
------------------------------------------
[Lender name]
By: Xxxxx Xxxxx Management as Investment
Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Lender signature page to
Seventh Amendment to
Revolving Credit Agreement
Senior Debt Portfolio
-----------------------------------------
[Lender name]
By: Boston Management and Research as
Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
Lender signature page to
Seventh Amendment to
Revolving Credit Agreement
The Foothill Group, Inc.
-----------------------------------------
[Lender name]
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
Lender signature page to
Seventh Amendment to
Revolving Credit Agreement
PB Capital Corporation
-----------------------------------------
[Lender name]
By: /s/ Xxxxxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxxxxx X. Xxxxxxxx
Title: Assistant Vice President
Lender signature page to
Seventh Amendment to
Revolving Credit Agreement
Bank of America, N.A.
-----------------------------------------
[Lender name]
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
Lender signature page to
Seventh Amendment to
Revolving Credit Agreement
BNP Paribas
-----------------------------------------
[Lender name]
By: /s/ Xxxxxxxx Xxxx
-----------------------------------
Name: Xxxxxxxx Xxxx
Title: Managing Director
By: /s/ Xxxxxxxx Xxxxxxx
-----------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: General Manager
Lender signature page to
Seventh Amendment to
Revolving Credit Agreement
Xxxxxx, X.X.
-----------------------------------------
[Lender name]
By: /s/ Xxxxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Vice President
Lender signature page to
Seventh Amendment to
Revolving Credit Agreement
Sankaty High Yield Partners, II, L.P.
-----------------------------------------
[Lender name]
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Executive Vice President
Lender signature page to
Seventh Amendment to
Revolving Credit Agreement
Prospect Harbor Credit Partners, LP
-----------------------------------------
[Lender name]
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Executive Vice President
Lender signature page to
Seventh Amendment to
Revolving Credit Agreement
Canadian Imperial Bank of Commerce
------------------------------------------
[Lender name]
By: /s/ Xxxx X'Xxxx
-------------------------------------
Name: Xxxx X'Xxxx
Title: Authorized Signatory
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Authorized Signatory
Spiret IV Loan Trust 2003-B
-----------------------------------------
[Lender name]
By: Wilmington Trust Company not in its
individual capacity but solely
as trustee
By: /s/ Xxxxxxxx X. Xxxx
------------------------------------
Name: Xxxxxxxx X. Xxxx
Title: Financial Services Officer
Lender signature page to
Seventh Amendment to
Revolving Credit Agreement
