Revolving Credit Agreement

Exhibit 10.1


NINTH AMENDMENT TO
REVOLVING CREDIT AGREEMENT


This NINTH AMENDMENT TO REVOLVING CREDIT AGREEMENT dated as of February 16, 2007 (the "Ninth 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, by that certain Fourth Amendment and Waiver to Revolving Credit Agreement dated as of November 30, 2005, by that certain Fifth Amendment to Revolving Credit Agreement dated as of December 27, 2005, by that certain Sixth Amendment and Waiver to Revolving Credit Agreement dated as of March 29, 2006, by that certain Seventh Amendment to Revolving Credit Agreement dated as of June 28, 2006 and by that certain Eighth Amendment to Revolving Credit Agreement dated as of August 25, 2006, 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");


WHEREAS, upon the occurrence of the Ninth Amendment Effectiveness Date (as hereinafter defined), each of the Amended and Restated Lenders (as hereinafter defined) shall be deemed to have become, by executing and delivering this Ninth Amendment, a party to the Credit Agreement (as in effect after giving effect to this Ninth Amendment) in the form of Exhibit A hereto as a "Lender" and shall have the rights and obligations of a Lender thereunder and each of the Amended and Restated Lenders shall have the interest(s) shown opposite its name on Annex A to the Credit Agreement (as in effect after giving effect to this Ninth Amendment) (each such Lender, an "Amended and Restated Lender"); and


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:


1


Section 1. Definitions. Capitalized terms used and not otherwise defined in this Ninth Amendment are used as defined in the Credit Agreement (after giving effect to this Ninth Amendment). In addition, the capitalized term "Ninth Amendment Effectiveness Date" shall mean the first Business Day on which the conditions set forth in Section 3 hereof are fully satisfied to the satisfaction of the Administrative Agent or waived by the Administrative Agent. The Administrative Agent will give the Borrowers and each Lender written notice of the occurrence of the Ninth Amendment Effectiveness Date.


Section 2. Amendments to Credit Agreement. Subject to the conditions set forth in Section 3 hereof, the Credit Agreement is hereby amended and restated as follows:


2.1 Each of the provisions of the Credit Agreement which appear with
computerized underscoring are inserted and each of the provisions which
appear with computerized strike-through are deleted in the document
annexed hereto as Exhibit A.


2.2 The signature pages of the Credit Agreement are hereby amended
and restated to conform to the signature pages hereto.


2.3 Annex A to the Credit Agreement (as in effect prior to giving
effect to this Ninth Amendment) is hereby replaced in its entirety by
Annex A to the document attached as Exhibit A hereto.


Section 3. Effectiveness. The effectiveness of this Ninth Amendment and the amendment and restatement of the Credit Agreement are subject to the following conditions precedent:


3.1 Supporting Documents. The Administrative Agent shall have
received for each of the Borrowers:


3.1.1 bring-down certificates delivered by each Borrower (A)
certifying that there were no changes, or providing the text of
changes, to the Organizational Documents of such Borrower as
delivered pursuant to Section 4.1(a) of the Credit Agreement and (B)
to the effect that each Borrower is in good standing in its
jurisdiction of incorporation, organization or formation;


3.1.2 signature and incumbency certificates of the officers of
such Borrower executing the Loan Documents to which it is a party,
dated as of the Ninth Amendment Effectiveness Date;


3.1.3 duly adopted resolutions of the board of directors or
similar governing body of each Borrower approving and authorizing
the execution, delivery and performance of this Ninth Amendment,
certified as of the Ninth Amendment Effectiveness Date by its
secretary or assistant secretary as being in full force and effect
without modification or amendment; and


3.1.4 such other documents as the Administrative Agent may
reasonably request.


3.2 Amendment Order. Not later than February 28, 2007, the
Administrative Agent and the Lenders shall have received a certified copy
of the Amendment Order in substantially the form of Exhibit B attached
hereto or such other form as otherwise agreed by the Administrative Agent
and the Debtors and which Amendment Order (i) shall be in full force and
effect, (ii) shall not have been stayed, reversed, modified or amended in
any respect, except as approved by the Administrative Agent in its sole
discretion, (iii) shall approve or otherwise reaffirm the payment by the
Borrowers of all of the Fees set forth in Sections 2.19, 2.20 and 2.21 of
the Credit Agreement and in Section 3.6 hereof, (iv) shall be entered
with the consent or non-objection of a preponderance (as determined by
the Administrative Agent in its sole discretion) of the secured creditors
of any of the Borrowers under the Pre-Petition Credit Agreement, and (v)
if the Amendment Order is the subject of a pending appeal in any respect,
neither the making of such Loan nor the issuance of such Letter of Credit
nor the performance by any of the Borrowers of any of their obligations
under the Credit Agreement as amended and restated by this Ninth
Amendment or under the Loan Documents or under any other instrument or
agreement referred to therein shall be the subject of a presently
effective stay pending appeal.


3.3 Loan Documents. Each Borrower, each Amended and Restated Lender
and the Administrative Agent shall have signed a counterpart of this
Ninth Amendment (whether the same or different counterparts) and shall
have delivered the same to the Administrative Agent.


3.4 Opinion of Counsel. The Administrative Agent and the Lenders
shall have received the favorable written opinion of counsel to the
Borrowers, acceptable to the Administrative Agent, substantially in the
form of Exhibit C.


3.5 Employment Contract with Chief Executive Officer. The Parent
Borrower shall have obtained an order of the Bankruptcy Court approving
the employment agreement between the Parent Borrower and a chief
executive officer of the Parent Borrower, which order shall be
substantially in the form of Exhibit D attached hereto and shall not have
been stayed, reversed, modified or amended in any respect, except as
approved by the Administrative Agent in its sole discretion, and which
employment agreement shall be in form and substance acceptable to the
Administrative Agent.


3.6 Payment of Fees and Expenses. The Borrowers shall have paid to
the Administrative Agent (a) any unpaid balance of the fees and expenses
due and payable by the Borrowers pursuant to the Loan Documents and (b)
the then unpaid balance of all accrued and unpaid Fees due under and
pursuant to: (i) the fee letter dated as of January 31, 2007 among the
Borrowers, JPMCB and JPMSI and (ii) the letters referred to in Section
2.19 of the Credit Agreement (as in effect immediately prior to the Ninth
Amendment Effectiveness Date).


3.7 Closing Documents. The Administrative Agent shall have received
all documents required by this Ninth Amendment satisfactory in form and
substance to the Administrative Agent in its exclusive discretion.


Section 4. Payments upon Effectiveness. On the Ninth Amendment Effectiveness Date, (i) the Commitments of the Lenders under the Credit Agreement before giving effect to this


Ninth Amendment who are not Amended and Restated Lenders (collectively, the "Terminating Lenders") shall be terminated, (ii) simultaneously and concurrently with the termination of the commitments of the Terminating Lenders, the Amended and Restated Lenders shall make or be deemed to have made, as the case may be, to the extent necessary, non-pro rata Loans to the Borrowers or additional non-pro rata Loans, as the case may be, to the Borrowers in accordance with their respective Commitments after giving effect to this Ninth Amendment in an aggregate amount necessary to repay in full the outstanding principal amount of the Loans of the Terminating Lenders, (iii) if any Letters of Credit are outstanding on the Ninth Amendment Effectiveness Date, the undivided interests and participations therein of the Terminating Lenders shall terminate and each of the Amended and Restated Lenders shall be deemed to have purchased from the Fronting Bank pursuant to Section 2.3(e) of the Credit Agreement an undivided interest and participation in such Letters of Credit to the extent of such Amended and Restated Lender's Commitment percentage, (iv) the Borrowers shall pay any accrued but unpaid interest and Fees owing to the Terminating Lenders as of the Ninth Amendment Effectiveness Date and (v) the Terminating Lenders shall no longer be Lenders under the Credit Agreement.


Section 5. Representations and Warranties. Each Borrower represents and warrants to the Lenders that:


5.1 After giving effect to the Ninth Amendment and the amendment and
restatement of the Credit Agreement 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 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


5.2 After giving effect to the Ninth Amendment and the amendment and
restatement of the Credit Agreement 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 Ninth Amendment.


Section 6. Choice of Law. THIS NINTH 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 7. Full Force and Effect. Except as specifically amended or waived 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 Ninth 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 8. Counterparts; Electronic Signatures. This Ninth 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. The Administrative Agent may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.


Section 9. 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 Ninth Amendment.


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


IN WITNESS WHEREOF, the parties hereto have caused this Ninth Amendment to be duly executed as of the day and the year first written.


BORROWERS:


INTERSTATE BAKERIES CORPORATION


By: /s/ J. Randall Vance
-----------------------------------------
Name: J. Randall Vance
Title: Senior Vice President - Finance & Treasurer


ARMOUR AND MAIN REDEVELOPMENT CORPORATION


By: /s/ J. Randall Vance
-----------------------------------------
Name: J. Randall Vance
Title: Treasurer


BAKER'S INN QUALITY BAKED GOODS, LLC


By: /s/ J. Randall Vance
-----------------------------------------
Name: J. Randall Vance
Title: Treasurer


IBC SALES CORPORATION


By: /s/ J. Randall Vance
-----------------------------------------
Name: J. Randall Vance
Title: Senior Vice President - Finance & Treasurer


IBC SERVICES, LLC


By: /s/ J. Randall Vance
-----------------------------------------
Name: J. Randall Vance
Title: Treasurer


IBC TRUCKING, LLC


By: /s/ J. Randall Vance
-----------------------------------------
Name: J. Randall Vance
Title: Treasurer


INTERSTATE BRANDS CORPORATION


By: /s/ J. Randall Vance
-----------------------------------------
Name: J. Randall Vance
Title: Senior Vice President - Finance & Treasurer


NEW ENGLAND BAKERY DISTRIBUTORS, L.L.C.


By: /s/ J. Randall Vance
-----------------------------------------
Name: J. Randall Vance
Title: Treasurer


LENDERS:


JPMORGAN CHASE BANK, N.A.
Individually and as Administrative Agent and Collateral
Agent


By: /s/ Susan E. Atkins
-----------------------------------------
Name: Susan E. Atkins
Title: Managing Director


NATIONWIDE LIFE INSURANCE COMPANY


By: /s/ Thomas S. Leggett
-----------------------------------------
Name: Thomas S. Leggett
Title: Authorized Signatory


THE FOOTHILL GROUP, INC.


By: /s/ Dennis Ascher
-----------------------------------------
Name: Dennis Ascher
Title: Senior Vice President


GENERAL ELECTRIC CAPITAL CORPORATION


By: /s/ Robert M. Reeg
-----------------------------------------
Name: Robert M. Reeg
Title: Duly Authorized Signator


BLACKPORT CAPITAL FUND LTD.


By: /s/ Brian Chase
-----------------------------------------
Name: Brian Chase
Title: Director


THE BANK OF NEW YORK


By: /s/ Peter W. Helt
-----------------------------------------
Name: Peter W. Helt
Title: Vice President


DK ACQUISITION PARTNERS, L.P.


By: M.H. Davidson & Co., its general partner


By: /s/ Anthony Yoseloff
-----------------------------------------
Name: Anthony Yoseloff
Title: General Partner


PROSPECT HARBOR CREDIT PARTNERS, LP


By: /s/ Alan K. Halfenger
-----------------------------------------
Name: Alan K. Halfenger
Title: Chief Compliance Officer
Assistant Secretary


SANKATY HIGH YIELD PARTNERS II, L.P.


By: /s/ Alan K. Halfenger
-----------------------------------------
Name: Alan K. Halfenger
Title: Chief Compliance Officer
Assistant Secretary


SPCP GROUP, LLC


By: /s/ Richard Petrilli
-----------------------------------------
Name: Richard Petrilli
Title: Authorized Signatory


CANADIAN IMPERIAL BANK OF COMMERCE


By: /s/ John O'Dowd
-----------------------------------------
Name: John O'Dowd
Title: Authorized Signatory


GRAND CENTRAL ASSET TRUST, BDC SERIES


By: /s/ Beata Konopko
-----------------------------------------
Name: Beata Konopko
Title: Attorney-In-Fact


SPIRET IV LOAN TRUST 2003-B


By: Wilmington Trust Company not in its
individual capacity but solely as trustee


By: /s/ Rachel L. Simpson
-----------------------------------------
Name: Rachel L. Simpson
Title: Sr. Financial Services Officer


CAPITALSOURCE FINANCE LLC


By: /s/ Keith D. Reuben
-----------------------------------------
Name: Keith D. Reuben
Title: President - Healthcare & Specialty
Finance


HIGHLAND FLOATING RATE ADVANTAGE FUND


By: /s/ M. Jason Blackburn
-----------------------------------------
Name: M. Jason Blackburn
Title: Treasurer


HIGHLAND FLOATING RATE LLC


By: /s/ M. Jason Blackburn
-----------------------------------------
Name: M. Jason Blackburn
Title: Treasurer


EXHIBIT A
FORM OF AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


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AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


- --------------------------------------------------------------------------------


Among


INTERSTATE BAKERIES CORPORATION, a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code,


as Parent Borrower,


CERTAIN OF THE DIRECT AND INDIRECT SUBSIDIARIES
OF INTERSTATE BAKERIES CORPORATION, Debtors and Debtors-in-Possession under Chapter 11 of the Bankruptcy Code,


as Subsidiary Borrowers,


and


THE LENDERS PARTY HERETO,


and


JPMORGAN CHASE BANK, N.A.


as Administrative Agent


- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------


Dated as of February 16, 2007


AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


TABLE OF CONTENTS


Page No.


SECTION 1. DEFINITIONS.......................................................2


SECTION 1.1 Defined Terms................................................2
SECTION 1.2 Terms Generally.............................................24
SECTION 1.3 Accounting Terms; GAAP......................................24


SECTION 2. AMOUNT AND TERMS OF CREDIT.......................................25


SECTION 2.1 Commitment of the Lenders...................................25
SECTION 2.2 Availability of Commitment; Borrowing Base..................25
SECTION 2.3 Letters of Credit...........................................26
SECTION 2.4 Issuance....................................................28
SECTION 2.5 Nature of Letter of Credit Obligations Absolute.............28
SECTION 2.6 Making of Loans.............................................29
SECTION 2.7 Repayment of Loans and Unreimbursed Draws;
Evidence of Debt...........................................29
SECTION 2.8 Interest on Loans...........................................30
SECTION 2.9 Default Interest............................................31
SECTION 2.10 Optional Termination or Reduction of Commitment.............31
SECTION 2.11 Alternate Rate of Interest..................................31
SECTION 2.12 Refinancing of Loans........................................31
SECTION 2.13 Mandatory Prepayment; Commitment Termination................32
SECTION 2.14 Optional Prepayment of Loans; Reimbursement
of Lenders................................................33
SECTION 2.15 Reserve Requirements; Change in Circumstances...............35
SECTION 2.16 Change in Legality..........................................36
SECTION 2.17 Pro Rata Treatment, etc.....................................37
SECTION 2.18 Taxes.......................................................37
SECTION 2.19 Certain Fees................................................40
SECTION 2.20 Commitment Fee..............................................40
SECTION 2.21 Letter of Credit Fees.......................................40
SECTION 2.22 Nature of Fees..............................................40
SECTION 2.23 Priority and Liens..........................................40
SECTION 2.24 Use of Cash Collateral......................................42
SECTION 2.25 Right of Set-Off............................................42
SECTION 2.26 Security Interest in Letter of Credit Account...............43
SECTION 2.27 Payment of Obligations......................................43
SECTION 2.28 No Discharge; Survival of Claims............................43
SECTION 2.29 Replacement of Certain Lenders..............................43


SECTION 3. REPRESENTATIONS AND WARRANTIES...................................44


SECTION 3.1 Organization and Authority..................................44


i


SECTION 3.2 Due Execution...............................................44
SECTION 3.3 Statements Made.............................................45
SECTION 3.4 Financial Statements........................................45
SECTION 3.5 Ownership...................................................46
SECTION 3.6 Liens.......................................................46
SECTION 3.7 Compliance with Law.........................................46
SECTION 3.8 Insurance...................................................46
SECTION 3.9 The Orders..................................................46
SECTION 3.10 Use of Proceeds.............................................47
SECTION 3.11 Litigation..................................................47
SECTION 3.12 Intellectual Property.......................................47
SECTION 3.13 Taxes.......................................................47
SECTION 3.14 Investment Company Act; Other Regulatio ...