Exhibit 10.1
SEVENTH AMENDMENT
SEVENTH AMENDMENT, dated as of March 18, 2005 (this
"Amendment"), to the Amended and Restated Credit Agreement, dated as of April
25, 2002 (as amended, supplemented or otherwise modified from time to time,
the "Credit Agreement"), among Interstate Bakeries Corporation, a Delaware
corporation ("Holdings"), Interstate Brands Corporation, a Delaware
corporation ("Brands" or the "Borrower"), the several banks and other
financial institutions or entities from time to time parties thereto (the
"Lenders"), The Bank of Nova Scotia, BNP Paribas, Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A. "Rabobank International", New York Branch, and
SunTrust Bank, each as a co-documentation agent, Bank of America, N.A., as
syndication agent, and JPMorgan Chase Bank, N.A. (formerly known as JPMorgan
Chase Bank, "JPMorgan") as administrative agent (in such capacity, the
"Administrative Agent").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, pursuant to the Credit Agreement, the Lenders have
agreed to make, and have made, certain loans and other extensions of credit to
the Borrower;
WHEREAS, on September 22, 2004, the Borrower and the other
Loan Parties each commenced a bankruptcy case (collectively, the "Bankruptcy
Cases") under chapter 11 of title 11 of the United States Code (11 U.S.C. ss.
101 et seq.) in the Western District of Missouri Bankruptcy Court, Kansas City
Division (the "Bankruptcy Court");
WHEREAS, the Borrower and the other Loan Parties have
requested that, notwithstanding the occurrence of the Bankruptcy Cases and the
occurrence and continuance of various Events of Default, the Administrative
Agent, Issuing Lenders and Required Lenders amend, replace, renew or reissue
Letters of Credit issued and outstanding under the Credit Agreement as and
when such Letters of Credit expire in the ordinary course;
WHEREAS, it is in the best interests of the Lenders that the
Letters of Credit are amended, replaced, renewed or reissued in the ordinary
course of business; and
WHEREAS, the Administrative Agent and the Issuing Lenders
have agreed to such request, but only upon the terms and subject to the
conditions expressly set forth in this Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Amendment to Section 3.1 of the Credit Agreement
[L/C Commitment]. Section 3.1(a) of the Credit Agreement is hereby amended by
inserting "and" immediately before "(ii)" in the second sentence thereof and
deleting clause (iii) in its entirety from the second sentence thereof.
SECTION 2. Consent. Notwithstanding anything to the contrary
in the Credit Agreement, including without limitation Section 5.2 of the
Credit Agreement, the Required Lenders hereby consent to, and request that the
Administrative Agent and Issuing Lenders take such actions to effectuate, the
amendment, replacement, renewal or reissuance of any Letter of Credit, so long
as the aggregate amount of the sum of Letters of Credit outstanding and unpaid
Reimbursement Obligations do not exceed the face amount of Letters of Credit
outstanding as of the date hereof.
SECTION 3. Payment of Expenses. In addition to its
obligations under Section 10.5 of the Credit Agreement and the Final Order (I)
Authorizing Debtors (A) to Obtain Post-Petition Financing and (B) to Utilize
Cash Collateral and (II) Granting Adequate Protection to Pre-Petition Secured
Parties, entered by the Bankruptcy Court on October 22, 2004, Holdings and the
Borrower agree to pay or reimburse the Administrative Agent for its reasonable
and documented out-of-pocket costs and expenses incurred in connection with
this Amendment, any other documents prepared in connection herewith and the
transaction contemplated hereby, including, without limitation, the reasonable
fees and disbursements of counsel, and any financial or other advisors, to the
Administrative Agent.
SECTION 4. Conditions to Effectiveness of Amendment. This
Amendment shall be effective on the date on which all of the following
conditions precedent have been satisfied or waived (the "Effective Date"):
(a) the Administrative Agent (or its counsel) shall have
received a counterpart of the Amendment, executed and delivered by a
duly authorized officer of each of (i) the Borrower, (ii) the
Guarantors, (iii) the Required Lenders and (iv) JPMorgan in its
capacity as Issuing Lender; and
(b) the Borrower shall have paid the reasonable fees and
expenses of counsel and advisors to the Administrative Agent for
which invoices have been timely presented prior to the Effective
Date.
SECTION 5. Effect on the Loan Documents. (a) Except as
specifically amended above, the Credit Agreement and all other Loan Documents
shall continue to be in full force and effect and are hereby in all respects
ratified and confirmed.
(b) The execution, delivery and effectiveness of this Amendment shall
not operate as a waiver of any right, power or remedy of any Lender or the
Administrative Agent under any of the Loan Documents, nor constitute a waiver
of any provision of any of the Loan Documents.
SECTION 6. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Execution in Counterparts. This Amendment may be
executed by one or more of the parties to this Amendment on any number of
separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective proper and
duly authorized officers as of the day and year first above written.
INTERSTATE BRANDS CORPORATION, as Borrower
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: EVP & CFO
INTERSTATE BAKERIES CORPORATION, as Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: EVP & CFO
IBC SALES CORPORATION, as Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: EVP & CFO
XXXXX'X INN QUALITY BAKED GOODS, LLC, as Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: EVP & CFO
IBC SERVICES, LLC, as Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: EVP & CFO
IBC TRUCKING, LLC, as a Guarantor
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: EVP & CFO
XX XXXXXX CHASE BANK, N.A. (formerly known as
JPMorgan Chase Bank) as Administrative Agent,
an Issuing Lender, a Term Lender and a Revolving
Lender
By: /s/ Xxxxxxxx Xxxx
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Name: Xxxxxxxx Xxxx
Title: Vice President
BANK OF AMERICA, N.A.
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx
Title: Associate
BDC FINANCE, L.L.C.
By: /s/ Xxxxx X. Xxxxx, Xx.
----------------------------------------
Name: Xxxxx X. Xxxxx, Xx.
Title: Director
BLACK DIAMOND CLO 2000-1, LTD.
By: /s/ Xxxx Xxxxxxx
-------------------------------
Name: Xxxx Xxxxxxx
Title: Director
By:
----------------------------------------
Name:
Title:
BLACK DIAMOND INTERNATIONAL
FUNDING, LTD.
By: /s/ Xxxx Xxxxxxx
-------------------------------
Name:
Title:
By:
----------------------------------------
Name:
Title:
CFPI
By: /s/ Xxxx X. Zingaroh
----------------------------------------
Name: Xxxx X. Zingaroh
Title: Director
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
INTERNATIONAL", NEW YORK BRANCH
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Director
By: /s/ Xxxxx X. Xxxxx
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: Executive Director
CONSTANTINUS XXXXX XXXXX CDO V, LTD.
By: Xxxxx Xxxxx Management as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
CYPRESS POINT TRADING LLC
By: /s/ Xxxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Assistant Vice President
XXXXX XXXXX CDO III, LTD.
By: Xxxxx Xxxxx Management as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX CDO VI LTD.
By: Xxxxx Xxxxx Management as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX INSTITUTIONAL
SENIOR LOAN FUND
By: Xxxxx Xxxxx Management as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX
LIMITED DURATION INCOME FUND
By: Xxxxx Xxxxx Management as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX SENIOR
FLOATING-RATE TRUST
By: Xxxxx Xxxxx Management as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
FARM CREDIT SERVICES OF
MISSOURI, PCA, Successor
in interest to Farm
Credit Services of
Eastern Missouri
By: /s/ Xxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Risk Asset Manager
FIELD POINT II, LTD.
By: /s/ Xxxxxxx X. Golfand
----------------------------------------
Name: Xxxxxxx X. Golfand
Title: Authorized Signatory
XXXXXXX & CO
By: Boston Management and Research as Investment
Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
LONG LANE MASTER TRUST IV
By: /s/ Xxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Authorized Agent
XXXXXXX XXXXX CREDIT PRODUCTS, LLC.
By: /s/ Xxxxx Xxxxxx
-------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
XXXXXX XXXXXXX SENIOR FUNDING, INC.
By: /s/ Xxx Xxxxxxx
----------------------------------------
Name: Xxx Xxxxxxx
Title: Vice President
Q FUNDING III, L.P.
By: Paufrock Onshore, L.P., in General Partner
By: J. Alfred Onshore, LLC, in General Partner
By: /s/ Xxxxxx XxXxxxxxx
----------------------------------------
Name: Xxxxxx XxXxxxxxx
Title: Vice President
SEA PINES FUNDING LLC
By: /s/ Xxxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Assistant Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as Investment
Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
SIMSBURY CLO, LIMITED
By: /s/ Xxxxxxx XxXxxxxx
----------------------------------------
Name: Xxxxxxx XxXxxxxx
Title: Managing Director, BABSON CAPITAL
MANAGEMENT, LLC UNDER
DELEGATED AUTHORITY FROM
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY AS
COLLATERAL MANAGER
SPCP GROUP, LLC
By: /s/ Xxxxxxx X. Golfand
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Name: Xxxxxxx X. Golfand
Title: Authorized Signatory
SUFFIELD CLO, LIMITED
By: /s/ Xxxxxxx XxXxxxxx
----------------------------------------
Name: Xxxxxxx XxXxxxxx
Title: Managing Director, Babson Capital
Management, LLC
TRS 1 LLC
By: /s/ Xxxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President
TRS THEBE LLC
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President
UBS AG, STAMFORD BRANCH
By: UBS Securities LLC, as Agent
By: /s/ Xxxxxxx X. Saint
----------------------------------------
Name: Xxxxxxx X. Saint
Title: Director Banking Products Services,
US
By: /s/ Xxxx Xxxxxxxxxxxx
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Name: Xxxx Xxxxxxxxxxxx
Title: Associate Director Banking Products
Services, US
