Exhibit 10.19.13
FOURTH AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
This FOURTH AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT, dated as of December 19, 2007
(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, and
JPMORGAN CHASE BANK, N.A., a national banking association, as
administrative agent (the “ Administrative
Agent ”) for the commercial banks, finance companies,
insurance companies or other financial institutions or funds from
time to time party to the Credit Agreement (the “
Lenders ”).
WITNESSETH:
WHEREAS, the Borrowers, the Lenders
and the Administrative Agent are parties to that certain Amended
and Restated Revolving Credit Agreement, dated as of
February 16, 2007, as amended by that certain First Amendment
to Amended and Restated Revolving Credit Agreement dated as of
October 1, 2007 and that certain Second Amendment to Amended
and Restated Revolving Credit Agreement dated as of
November 29, 2007 (as amended, 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 Third Amendment to
Amended and Restated Revolving Credit Agreement, dated as of the
date hereof (the “ Third Amendmen t”),
provides that the Credit Agreement be amended in a manner which,
subject to Section 9.10(b) of the Credit Agreement, requires
the unanimous consent of all of the Lenders; and
WHEREAS, the Minority Lenders have
not consented to the Third Amendment and Section 9.10(b) of
the Credit Agreement provides that with the consent of the
Borrowers and the Super-majority Lenders, the Borrowers and the
Super-majority Lenders shall be permitted to amend the Credit
Agreement without the consent of the Minority Lenders to provide
for (x) the termination of the Commitment of each of the
Minority Lenders and (y) an increase in the Commitment of one
or more of the Super-majority Lenders, so that the Total Com
