EXHIBIT 10.1
FIFTH AMENDMENT TO
REVOLVING CREDIT AGREEMENT
This FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT dated as of
December 27, 2005 (the "Fifth 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 and by that certain
Fourth Amendment and Waiver to
Revolving Credit Agreement dated as of
November 30, 2005, 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 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 Fifth Amendment are used as
defined in the Credit Agreement.
<PAGE>
Section 2. Amendment to Credit Agreement. Subject to the
conditions
set forth in Section 3 hereof, the Credit
Agreement is hereby amended as
follows:
2.1 Section 1.1 of the Agreement is hereby amended by adding
the
following defined terms in proper
alphabetical order:
"ABA Pension Plan" shall mean the American Bakers Association
Retirement Plan, a defined benefit pension plan established in
1961
to provide pension benefits to certain employees of several
unrelated
companies in the baking industry, including, without limitation,
the
Borrowers.
"Net Total Usage" shall have the meaning set forth in Section
6.5.
"Suspension Period" shall have the meaning set forth in Section
6.5.
2.2 Section 3.7(b) of the Agreement is hereby amended (A) by
inserting "(i)" immediately after the word "than" and (B) by
inserting the phrase, "and (ii) solely with respect to the ABA
Pension Plan" immediately after the word "Commission", which
immediately precedes the period.
2.3 Section 3.15 of
the Agreement is hereby amended as follows:
(a) subsection 3.15(a) is hereby amended by inserting
the phrase, "(other than, in each case, solely with respect
to the ABA Pension Plan)" immediately after the word
"perform"; and
(b) subsection 3.15(b) is hereby amended in its
entirety to read as follows: "(b) No Termination Event
(excluding any such event attributable solely with respect
to the ABA Pension Plan) has occurred which has resulted, or
is reasonably likely to result, in any material liability to
the PBGC or to any other Person."
2.4
Section 5.9 of the Agreement is hereby amended inserting the
phrase, "(other than any non-compliance solely with respect to
the
ABA Pension Plan)" immediately after the word "Effect".
2.5 Section 6.5 of the Credit Agreement is hereby amended in
its
entirety to read as follows:
SECTION 6.5 EBITDA. As of the end of each fiscal period of the
Borrowers, commencing with the fiscal monthly period ending
November
12, 2005, the Borrowers will not permit cumulative Consolidated
EBITDA for the period commencing on May 29, 2005 (being the first
day
of the 2006 fiscal year of the Borrowers) 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:
<PAGE>
Cumulative Consolidated
EBITDA
Fiscal Period Ending
(millions)
--------------------
----------
November 12, 2005
$15.5
December 10, 2005
2.5
January 7, 2006
(12.5)
February 4, 2006
(22.5)
March 4, 2006
(28.5)
April 1, 2006
(26.5)
April 29, 2006
(17.5)
June 3, 2006
2.5
July 1, 2006
12.5
July 29, 2006
23.5
August 26, 2006
35.5
September 23, 2006
46.5
Commencing with the fiscal period ending December 10, 2005 and
ending
with the fiscal period ending June 3, 2006 (subject to early
termination as set forth below, the "Suspension Period"), the
Borrowers shall not be required to comply with the foregoing
covenant
regarding cumulative Consolidated EBITDA, as calculated as of the
end
of each such fiscal period, until such time as the difference
between
the (i) then Total Usage, and (ii) the aggregate amount of cash
then
on deposit in the Letter of Credit Account ("Net Total Usage"),
exceeds $50,000,000. Notwithstanding the foregoing, however,
and
further to the limitations on availability set forth in Section
2.2,
Net Total Usage may not exceed $50,000,000 unless the
Borrowers'
cumulative Consolidated EBITDA as of the end of the most
recently
ended fiscal period for which the Borrowers were required to
have
delivered monthly financial statements to the Administrative
Agent
pursuant to Section 5.1(d) equals or exceeds the amount set
forth
above opposite such fiscal period. From and after such date as
Net
Total Usage exceeds $50,000,000, the Suspension Period shall
terminate and the Borrowers shall be obligated to compl
