Exhibit 10.1
EXECUTION FORM
FOURTH AMENDMENT AND WAIVER TO
REVOLVING CREDIT AGREEMENT
This FOURTH AMENDMENT AND WAIVER TO REVOLVING CREDIT AGREEMENT
dated
as of November 30, 2005 (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,
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 and by
that certain Third Amendment and Waiver to
Revolving Credit Agreement dated as
of May 26, 2005 (the "Third Amendment"),
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 waive
compliance with certain of the provisions
of the Credit Agreement and amend and
supplement the Credit Agreement to reflect
certain modifications to the Credit
Agreement;
WHEREAS, the Required Lenders have agreed to waive compliance
with
certain of the provisions of the Credit
Agreement and 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 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, Section
7.1(m) of the Credit Agreement is hereby
amended by (i) deleting the word "and" at
the end of clause (iv) thereof and
(ii) inserting a new clause (vi) at the end
of Section 7.1(m) as follows:
"and (vi)
payments in respect of certain prepetition real property tax
claims and other secured claims that are accruing collectible
postpetition interest in an aggregate amount not to exceed
$12,000,000
as described in Borrowers' Motion for an Order Granting Authority
to
Compromise and Pay Certain Tax and Other Claims that are
Accruing
Collectible Postpetition Interest and/or Penalties, and as
authorized
by the Order Granting Authority to Compromise and Pay Certain Tax
and
Other Claims that are Accruing Collectible Postpetition
Interest
and/or Penalties entered by the Bankruptcy Court on October 4,
2005;"
Section 3. Waivers Under the Credit Agreement. Subject to the
conditions set forth in Section 4 hereof,
the Lenders hereby agree as follows:
3.1 In addition to the waivers provided by the Lenders in Section
3.2
of the Third
Amendment, the Lenders hereby waive any default arising out
of the
Borrowers' bring down or restatement of the representations and
warranties in
Section 3 of the Credit Agreement pursuant to Section 4.2 of
the Credit
Agreement after the date hereof to the extent but solely to the
extent, that
such default pertains to the Parent Borrower's failure to
timely file its
Form 10-Q for the third quarter of fiscal year 2006 with
the United
States Securities and Exchange Commission (the "SEC").
3.2 The Lenders hereby (i) acknowledge that the consolidated
balance
sheet and
related statements of operations, stockholders' equity and cash
flows of
Interstate Bakeries Corporation for any fiscal period ending
prior to June 3,
2006 (collectively, the "Financial Statements") and the
related
Financial Officer's Certificates (the "Certificates"), will
state
that the
Financial Statements, in addition to such qualifications as may
otherwise be
permitted by the Credit Agreement, are qualified by and
subject to (x)
certain adjustments related to pension and other previously
disclosed events
and circumstances that will be quantified (1) by the
finalization of
the audit of the fiscal year ended May 29, 2004 ("FY
2004") and
contained in the Form 10-K for FY 2004 that will be delivered
to the SEC when
available and (2) in the results for each intervening
fiscal quarterly
or annual period ending prior to June 3, 2006 and
contained in the
respective Form 10-K or 10-Q, as the case may be, for
such fiscal
period and that will be delivered to the SEC when available,
(y) the omission
of certain earnings per share informa
