Exhibit 10.1
SECOND AMENDMENT TO
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REVOLVING CREDIT AGREEMENT
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This SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT dated as of
January 20, 2005 (the "SECOND 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 and as amended by that certain First Amendment to
Revolving Credit Agreement dated as of November 1, 2004 (together, 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 Borrowers and the Lenders desire 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 Second 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 2.2(c) of the Credit Agreement is hereby amended by
deleting the text "Section 5.1(f)" and substituting therefor the text
"Section 5.1(g)".
2.2 Section 4.2(h) of the Credit Agreement is hereby amended by
deleting the date "January 20, 2005" and substituting therefor the date
"May 28, 2005".
2.3 Section 5.1(g) of the Credit Agreement is hereby amended as
follows:
2.3.1 by deleting the date "January 20, 2005" and substituting
therefor the date "May 28, 2005"; and
2.3.2 by deleting the text "Section 5.1(h)" and substituting
therefor the text "Section 5.1(i)".
2.4 Section 5.1(h) of the Credit Agreement is hereby amended by
deleting the date "January 20, 2005" and substituting therefor the date
"May 28, 2005".
2.5 Section 5.1(i) of the Credit Agreement is hereby amended as
follows:
2.5.1 by deleting the date "March 5, 2005" and substituting
therefor the date "August 20, 2005"; and
2.5.2 by deleting the date "April 19, 2005" and substituting
therefor the date "October 4, 2005".
2.6 Section 6.4 of the Credit Agreement is hereby amended in its
entirety to read as follows:
Each of the Borrowers will not (and will not apply to the Bankruptcy
Court for authority to), and will cause each of their respective
Subsidiaries not to, make Capital Expenditures during any fiscal
quarter of the Borrowers, commencing with the fiscal quarter ending
March 5, 2005, in an aggregate amount in excess of the amount
specified opposite such fiscal quarter; provided that if the amount of
Capital Expenditures that are made during the fiscal quarter ending
March 5, 2005 is less than the amount thereof that is permitted to be
made during such fiscal quarter, the unused portion thereof may be
carried forward to and made during the fiscal quarter ending May 28,
2005:
Fiscal Quarter Ending Maximum Capital Expenditures
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(millions)
March 5, 2005 $12.5
May 28, 2005 9.4
Thereafter, each of the Borrowers will not (and will not apply to the
Bankruptcy Court for authority to), and will cause each of their
respective Subsidiaries not to, make Capital Expenditures during any
fiscal quarter, commencing with the fiscal quarter ending August 20,
2005, in an aggregate amount in excess of an amount to be satisfactory
to the Administrative Agent and which shall be based upon the Budget.
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2.7 Section 6.5 of the Credit Agreement is hereby amended in its
entirety to read as follows:
As of the end of each fiscal period of the Borrowers, commencing with
the fiscal period beginning January 9, 2005, the Borrowers will not
permit cumulative Consolidated EBITDA for each fiscal period beginning
January 9, 2005 and ending in each case on the last day of the fiscal
period listed below to be less than the respective amounts specified
opposite such fiscal period:
Fiscal Period Ending Cumulative Consolidated EBITDA
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(millions)
February 5, 2005 $ 0.5
March 5, 2005 0.5
April 2, 2005 (2.5)
April 30, 2005 (5.5)
May 28, 2005 (0.5)
Thereafter, as of the end of each fiscal period of the Borrowers,
commencing with the fiscal period beginning May 29, 2005, the
Borrowers will not permit cumulative Consolidated EBITDA for each
fiscal period beginning May 29, 2005 and ending in each case on the
last day of each fiscal period thereafter to be less than an amount to
be satisfactory to the Administrative Agent and which shall be based
upon the Budget.
2.8 Section 9.18(a)(iii) of the Credit Agreement is hereby amended by
deleting the text "the date which is one hundred fifty (150) days after
the Closing Date" and substituting therefore the text "May 28, 2005".
Section 3. Effectiveness. The effectiveness of this Second Amendment
is conditioned upon: (i) the Administrative Agent's receipt of executed
counterparts of this Second 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 Second Amendment in the amount
of five (5) 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 Agreement. The "EFFECTIVE Date" shall mean the first Business Day on which
the foregoing condition is 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
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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 Second Amendment.
Section 5. Choice of Law. THIS SECOND 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
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 Second 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. This Second 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.
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 Second Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed as of the day and the year first written.
BORROWERS:
INTERSTATE BAKERIES CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: EVP and CFO
ARMOUR AND MAIN REDEVELOPMENT CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: EVP and CFO
XXXXX'X INN QUALITY BAKED GOODS, LLC
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: EVP and CFO
IBC SALES CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: EVP and CFO
IBC SERVICES, LLC
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: EVP and CFO
IBC TRUCKING, LLC
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: EVP and CFO
INTERSTATE BRANDS CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: EVP and CFO
NEW ENGLAND BAKERY DISTRIBUTORS, L.L.C.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: EVP and CFO
LENDERS:
JPMORGAN CHASE BANK, N.A.
Individually and as Administrative Agent and
Collateral Agent
By: /s/ Xxxxx X. Athens
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Name: Xxxxx X. Athens
Title: Managing Director
