-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HX2NMKQa8hTblr0/jpbys+tQ0IdwodYX8okuQHmYBg8WCAI0tOwedYSXSvH24B7C enOdYiTR9GsCXCqHd0GodQ== 0000950150-04-000659.txt : 20040812 0000950150-04-000659.hdr.sgml : 20040812 20040812081313 ACCESSION NUMBER: 0000950150-04-000659 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040812 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERSTATE BAKERIES CORP/DE/ CENTRAL INDEX KEY: 0000829499 STANDARD INDUSTRIAL CLASSIFICATION: BAKERY PRODUCTS [2050] IRS NUMBER: 431470322 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11165 FILM NUMBER: 04968499 BUSINESS ADDRESS: STREET 1: 12 E ARMOUR BLVD CITY: KANSAS CITY STATE: MO ZIP: 64111 BUSINESS PHONE: 8165024000 MAIL ADDRESS: STREET 1: 12 E ARMOUR BLVD CITY: KANSAS CITY STATE: MO ZIP: 64111 FORMER COMPANY: FORMER CONFORMED NAME: IBC HOLDINGS CORP DATE OF NAME CHANGE: 19910612 8-K 1 a01132e8vk.htm FORM 8-K e8vk
 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 12, 2004

INTERSTATE BAKERIES CORPORATION

(Exact name of Registrant as specified in its charter)
         
Delaware   1-11165   43-1470322
(State or other Jurisdiction   (Commission File Number)   (I.R.S. Employer
of Incorporation)       Identification Number)
         
12 East Armour Boulevard, Kansas City, Missouri
   64111
(Address of principal executive offices)
   (Zip Code)

(816) 502-4000
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

 

ITEM 5. Other Events and Regulation FD Disclosure

Interstate Bakeries Corporation (the “Company”) amended certain financial covenants in its senior secured credit facility on May 7, 2004, May 27, 2004 and June 17, 2004 to relax them, and to exclude the effect of up to $40,000,000 of the Company’s increase in its workers’ compensation reserve, as previously reported. Affected covenants included interest coverage and leverage requirements. The relaxed requirements resulting from these amendments expire at the end of the first quarter of fiscal 2005, at which time the covenants were to revert to the levels applicable prior to these amendments. However, on August 12, 2004, the Company further amended the leverage and interest coverage covenants of its credit facility to relax these covenant levels until November 2005. Among other items in the amendment, the leverage and interest coverage covenants are amended through the first quarter of fiscal 2006, providing the Company with improved financial flexibility. As a result of this amendment, the interest rates for all loans under the credit facility are increased by 0.50%. In addition, under the terms of the credit facility amendment, the Company is prohibited from paying dividends until its senior secured bank debt is rated at least BB- by Standard & Poor’s Ratings Services and Ba3 by Moody’s Investors Service, in each case with a stable outlook or better. As contemplated in the amendment, the net proceeds will be used to prepay the Company’s principal payments due under its senior secured credit facility over the course of the next four quarters and for general corporate purposes, improving the Company’s near-term liquidity and financial flexibility.

A copy of the May 7, 2004 amendment is attached hereto as Exhibit 10.1. A copy of the May 27, 2004 amendment is attached hereto as Exhibit 10.2. A copy of the June 17, 2004 amendment is attached hereto as Exhibit 10.3. A copy of the August 12, 2004 amendment is attached hereto as Exhibit 10.4.

ITEM 7. Financial Statements and Exhibits

     (c) Exhibits

     
Exhibit No.
   Description
10.1
  Second Amendment, dated as of May 7, 2004, to the Amended and Restated Credit Agreement among Interstate Bakeries Corporation, as a Guarantor, Interstate Brands Corporation and Interstate Brands West Corporation, each as a Borrower, the several Lenders from time to time parties hereto, and The Chase Manhattan Bank, as Administrative Agent.
 
10.2
  Third Amendment, dated as of May 27, 2004, to the Amended and Restated Credit Agreement among Interstate Bakeries Corporation, as a Guarantor, Interstate Brands Corporation and Interstate Brands West Corporation, each as a Borrower, the several Lenders from time to time parties hereto, and The Chase Manhattan Bank, as Administrative Agent.
 
10.3
  Fourth Amendment, dated as of June 17, 2004, to the Amended and Restated Credit Agreement among Interstate Bakeries Corporation, as a Guarantor,

 

 

     
Exhibit No.
   Description
  Interstate Brands Corporation and Interstate Brands West Corporation, each as a Borrower, the several Lenders from time to time parties hereto, and The Chase Manhattan Bank, as Administrative Agent.
 
10.4
  Fifth Amendment, dated as of August 12, 2004, to the Amended and Restated Credit Agreement among Interstate Bakeries Corporation, as a Guarantor, Interstate Brands Corporation and Interstate Brands West Corporation, each as a Borrower, the several Lenders from time to time parties hereto, and The Chase Manhattan Bank, as Administrative Agent.

 

 

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  INTERSTATE BAKERIES CORPORATION
 		  
Date: August 12, 2004  By:   /s/ JAMES R. ELSESSER    
    James R. Elsesser   
    Chief Executive Officer   
 

 

 

EXHIBIT INDEX

     
Exhibit No.
   Description
10.1
  Second Amendment, dated as of May 7, 2004, to the Amended and Restated Credit Agreement among Interstate Bakeries Corporation, as a Guarantor, Interstate Brands Corporation and Interstate Brands West Corporation, each as a Borrower, the several Lenders from time to time parties hereto, and The Chase Manhattan Bank, as Administrative Agent.
 
10.2
  Third Amendment, dated as of May 27, 2004, to the Amended and Restated Credit Agreement among Interstate Bakeries Corporation, as a Guarantor, Interstate Brands Corporation and Interstate Brands West Corporation, each as a Borrower, the several Lenders from time to time parties hereto, and The Chase Manhattan Bank, as Administrative Agent.
 
10.3
  Fourth Amendment, dated as of June 17, 2004, to the Amended and Restated Credit Agreement among Interstate Bakeries Corporation, as a Guarantor, Interstate Brands Corporation and Interstate Brands West Corporation, each as a Borrower, the several Lenders from time to time parties hereto, and The Chase Manhattan Bank, as Administrative Agent.
 
10.4
  Fifth Amendment, dated as of August 12, 2004, to the Amended and Restated Credit Agreement among Interstate Bakeries Corporation, as a Guarantor, Interstate Brands Corporation and Interstate Brands West Corporation, each as a Borrower, the several Lenders from time to time parties hereto, and The Chase Manhattan Bank, as Administrative Agent.

 

EX-10.1 2 a01132exv10w1.txt EXHIBIT 10.1 Exhibit 10.1 SECOND AMENDMENT SECOND AMENDMENT, dated as of May 7, 2004 (this "Amendment"), to the Amended and Restated Credit Agreement, dated as of April 25, 2002 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among INTERSTATE BAKERIES CORPORATION, a Delaware corporation ("Holdings"), INTERSTATE BRANDS CORPORATION, a Delaware corporation ("Brands"), INTERSTATE BRANDS WEST CORPORATION, a Delaware corporation ("Brands West"; each of Brands and Brands West, a "Borrower" and, together, the "Borrowers"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), THE BANK OF NOVA SCOTIA, BNP PARIBAS COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK INTERNATIONAL", NEW YORK BRANCH, and SUNTRUST BANK, each as a co-documentation agent, BANK OF AMERICA, N.A., as syndication agent, and JPMORGAN CHASE BANK, as administrative agent (in such capacity, the "Administrative Agent"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrowers; WHEREAS, the Borrowers have requested, and, upon this Amendment becoming effective, the Lenders have agreed, that certain provisions of the Credit Agreement be amended as set forth below; NOW, THEREFORE, the parties hereto hereby agree as follows: SECTION 1. Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 2 SECTION 2. Amendment to Section 1.1 of the Credit Agreement. Section 1.1 of the Credit Agreement is hereby amended by deleting the pricing grid set forth in the definition of "Pricing Grid" and substituting in lieu thereof the following:
Level Facility Applicable Applicable Applicable Applicable Applicable Applicable Applicable Applicable (based on the Fee Margin for Margin for Margin for Margin Margin for Margin for Margin Margin senior secured Rate Eurodollar ABR Eurodollar for ABR Eurodollar ABR Tranche B for for ABR debt rating of Revolving Revolving Tranche A Tranche A Tranche B Term Loans Eurodollar Tranche C Holdings and the Loans Loans Term Loans Term Loans Term Loans Tranche C Term Loans Borrowers) Term Loans - ----------------- -------- ---------- ---------- ---------- ---------- ---------- ------------- ---------- ----------- Level I .375% 0.875% 0.000% 1.250% 0.250% 2.250% 1.250% 2.000% 1.000% Equal to or greater than BBB and Baa2 by S&P and Moody's Level II .375% 1.1250% 0.1250% 1.500% 0.500% 2.250% 1.250% 2.000% 1.000% BBB- and Baa3 by S&P and Moody's Level III .500% 1.500% 0.500% 2.000% 1.000% 2.500% 1.500% 2.250% 1.250% BB+ and Ba1 by S&P and Moody's Level IV .500% 2.000% 1.000% 2.500% 1.500% 2.750% 1.750% 2.500% 1.500% BB and Ba2 by S&P and Moody's Level V .500% 2.500% 1.500% 3.000% 2.000% 3.250% 2.250% 3.000% 2.000% Less than or equal to BB- and Ba3 by S&P and Moody's
SECTION 3. Amendments to Section 7.1 of the Credit Agreement. (a) Section 7.1(a) of the Credit Agreement is hereby amended by deleting such section in its entirety and substituting in lieu thereof the following: (a) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of Holdings ending with any fiscal quarter set forth below to exceed the ratio set forth below opposite such fiscal quarter:
Consolidated Fiscal Quarter Leverage Ratio -------------- -------------- March 6, 2004 3.75 to 1.00 May 29, 2004 4.00 to 1.00 August 21, 2004 3.00 to 1.00 November 13, 2004 and thereafter 2.75 to 1.00
(b) Section 7.1(b) of the Credit Agreement is hereby amended by deleting such section in its entirety and substituting in lieu thereof the following: 3 (b) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as at the last day of any period of four consecutive fiscal quarters of Holdings (or, if less, the number of full fiscal quarters subsequent to the Closing Date) ending with any fiscal quarter set forth below to be less than the ratio set forth below opposite such fiscal quarter:
Consolidated Fiscal Quarter Interest Coverage Ratio -------------- ----------------------- March 6, 2004 3.55 to 1.00 May 29, 2004 3.75 to 1.00 August 21, 2004 and thereafter 5.00 to 1.00
SECTION 4. Conditions to Effectiveness of Amendment. This Amendment shall be effective on the date on which all of the following conditions precedent have been satisfied or waived (the "Effective Date"): (a) The Administrative Agent (or its counsel) shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each of (i) Holdings, (ii) the Borrowers and (iii) each of the Lenders constituting the Required Lenders; (b) The Borrowers shall have paid all fees and expenses of the Administrative Agent, including the reasonable fees and expenses of counsel to the Administrative Agent; (c) After giving effect to the Amendment, no Default or Event of Default shall have occurred and be continuing; and (d) The Administrative Agent shall have received an amendment fee for the account of each Lender that consents to this Amendment in an amount equal to 0.125% of each such Lender's Commitment. SECTION 5. Representations and Warranties. Each of the representations and warranties made by each of Holdings and the Borrowers in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date hereof as if made as of the date hereof, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date; provided that each reference to the Credit Agreement therein shall be deemed to be a reference to the Credit Agreement after giving effect to this Amendment. SECTION 6. Effect on the Loan Documents. (a) Except as specifically amended above, the Credit Agreement and all other Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. (b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. SECTION 7. Expenses. Holdings and the Borrowers agree to pay or reimburse the Administrative Agent for all of its out-of-pocket costs and reasonable expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transaction 4 contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent. SECTION 8. Affirmation of Guaranty and Credit Agreement. The Guarantors hereby consent to this Amendment and hereby confirm, reaffirm and restate that their obligations under or in respect of the Credit Agreement and the documents related thereto to which they are a party are and shall remain in full force and effect after giving effect to the foregoing Amendment. SECTION 9. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 10. Execution in Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written. INTERSTATE BAKERIES CORPORATION, as Guarantor By: /s/ Paul E. Yarick ---------------------------------------- Name: Paul E. Yarick Title: Vice President INTERSTATE BRANDS CORPORATION, as a Borrower By: /s/ Paul E. Yarick ---------------------------------------- Name: Paul E. Yarick Title: Vice President INTERSTATE BRANDS WEST CORPORATION, as a Borrower By: /s/ Paul E. Yarick ---------------------------------------- Name: Paul E. Yarick Title: Vice President JP MORGAN CHASE BANK, as Administrative Agent, an Issuing Lender and a Lender By: /s/ B.B. Wuthrich ---------------------------------------- Name: B.B. Wuthrich Title: Vice President HARRIS TRUST & SAVINGS BANK, as an Issuing Lender and a Lender By: /s/ Karen L. Knudchin ---------------------------------------- Name: Karen L. Knudchin Title: Vice President Ag First Farm Credit Bank ------------------------- (Name of Lender) By: /s/ FELICIA MORANT --------------------- Name: Felicia Morant Title: Vice President By: --------------------- Name: Title: AIMCO CDO Series 2000-A --------------------------------- (Name of Lender) By: (ILLEGIBLE) ------------------------------ Name: Title: By: (ILLEGIBLE) ------------------------------ Name: Title: AIMCO CLO SERIES 2001-A --------------------------------- (Name of Lender) By: (ILLEGIBLE) ------------------------------ Name: Title: By: (ILLEGIBLE) ------------------------------ Name: Title: ALLSTATE LIFE INSURANCE COMPANY --------------------------------- (Name of Lender) By: (ILLEGIBLE) ------------------------------ Name: Title: By: (ILLEGIBLE) ------------------------------ Name: Title: APEX (IDM) CDO I, LTD. ELC (CAYMAN) LTD. CDO SERIES 1999-I By: David L. Babson & Company Inc. as Collateral Manager By: /s/ MARYANN SPENCER -------------------------- Name: MaryAnn Spencer Title: Managing Director AURUM CLO 2002-1 LTD. By: Columbia Management Advisors, Inc. ___ (f/k/a Stein Roe & Farnham Incorporated), As Investment Manager By: /s/ BRIAN J. MURPHY ------------------------------------- Name: Brian J. Murphy Title: Vice President BANCO ESPIRITO SANTO S.A., By: /s/ ANDREW M. ORSEN --------------------------------- Name: Andrew M. Orsen Title: Vice President By: /s/ TERRY R. HULL --------------------------------- Name: Terry R. Hull Title: Senior Vice President Bank of America N.A. --------------------------- (Name of Lender) By: /s/ DAVID L. CATHERALL ------------------------- Name: David L. Catherall Title: Vice President The Bank of East Asia, Limited Los Angeles Branch ---------------------------------------- (Name of Lender) By: /s/ DAVID LOH ------------------------ Name: David Loh Title: SVP Commercial Lending By: /s/ VICTOR LI ------------------------- Name: Victor Li Title: General Manager BANK OF MONTREAL By: /s/ (ILLEGIBLE) ---------------------------- Name: Title: (ILLEGIBLE) The Bank of New York ----------------------------------- (Name of Lender) By: /s/ MARK O'CONNOR ------------------------------- Name: MARK O'CONNOR Title: VICE PRESIDENT The Bank of Nova Scotia ----------------------------------- (Name of Lender) BY: /s/ NADINE BELL ------------------------------- Name: NADINE BELL Title: SENIOR MANAGER BIG SKY SENIOR LOAN FUND, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR --------------------------------- (Name of Lender) By: /s/ MICHAEL B. BOTTHOF ------------------------------ Name: Michael B. Botthof Title: Vice President BNP PARIBAS By: /s/ JO ELLEN BENDER --------------------------- Name: Jo Ellen Bender Title: Managing Director By: /s/ CHRISTINE L. HOWATT --------------------------- Name: Christine L. Howatt Title: Director BRYN MAWR CLO, Ltd. By: Deerfield Capital Management LLC as its Collateral Manager By: /s/ MATT STOUFFER --------------------- Name: Matt Stouffer Title: Vice President CALYON NEW YORK BRANCH By: /s/ GUIDO VAN (ILLEGIBLE) ---------------------------- Name: Guido Van (ILLEGIBLE) Title: Managing Director By: /s/ LEE E. GREVE ---------------------------- Name: Lee E. Greve Title: Managing Director (CHINATRUST COMMERCIAL BANK 366 Madison Ave., 3rd FL., New York, N.Y. 10017 NEW YORK BRANCH LOGO) Tel: (212) 457-8888 Fax: (212) 457-6666 CHINATRUST COMMERCIAL BANK By: /s/ ERIC KAN ------------------------ Name: Eric Kan Title: Lending Manager, SVP --------------------------------------- CoBank, ACB By: /s/ S. RICHARD DILL ----------------------------------- Name: S. Richard Dill Title: Vice President /s/ COMERICA BANK --------------------------------------- (Name of Lender) By: /s/ MARK J. (ILLEGIBLE) ----------------------------------- Name: Mark J. (Illegible) Title: CEO Commerce Bank, N.A. By: /s/ LANCE HOLDEN ----------------------------------- Name: Lance Holden Title: Senior Vice President COOPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A.,"RABOBANK INTERNATIONAL" NEW YORK BRANCH By: /s/ ERIC HURSHMAN ------------------------- Name: Eric Hurshman Title: Executive Director By: /s/ BRETT DELFINO ------------------------- Name: Brett Delfino Title: Executive Director DBS BANK LTD., LOS ANGELES AGENCY --------------------------------- (Name of Lender) By: /s/ CHARLES ONG ------------------------------- Name: Charles Ong Title: General Manager DBS Bank Los Angeles EATON VANCE CDO II, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR --------------------------------- (Name of Lender) By: /s/ MICHAEL B. BOTTHOF ------------------------------ Name: Michael B. Botthof Title: Vice President EATON VANCE CDO III, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR --------------------------------- (Name of Lender) By: /s/ MICHAEL B. BOTTHOF ------------------------------ Name: Michael B. Botthof Title: Vice President COSTANTINUS EATON VANCE CDO V, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ----------------------------------- (Name of Lender) By: /s/ MICHAEL B. BOTTHOF -------------------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE CDO VI LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR --------------------------------- (Name of Lender) By: /s/ MICHAEL B. BOTTHOF ------------------------------ Name: Michael B. Botthof Title: Vice President EATON VANCE INSTITUTIONAL SENIOR LOAN FUND BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ------------------------------------------ (Name of Lender) By: /s/ MICHAEL B. BOTTHOF --------------------------------------- Name: Michael B. Botthof Title: Vice President EATON VANCE LIMITED DURATION INCOME FUND BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR --------------------------------- (Name of Lender) By: /s/ MICHAEL B. BOTTHOF ------------------------------ Name: Michael B. Botthof Title: Vice President EATON VANCE SENIOR FLOATING-RATE TRUST BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR --------------------------------- (Name of Lender) By: /s/ MICHAEL B. BOTTHOF ------------------------------ Name: Michael B. Botthof Title: Vice President EATON VANCE SENIOR INCOME TRUST BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR --------------------------------- (Name of Lender) By: /s/ MICHAEL B. BOTTHOF ------------------------------ Name: Michael B. Botthof Title: Vice President ELT LTD. ---------------------- (Name of Lender) By: /s/ DIANA M HIMES ------------------------- Name: DIANA M. HIMES Title: ASSISTANT VICE PRESIDENT FARM CREDIT SERVICES OF AMERICA, PCA ------------------------------------ (Name of Lender) By: /s/ BRUCE P. ROUSE ------------------------ Name: Bruce P. Rouse Title: Vice President Farm Credit Services of Minnesota Valley, PCA, dba FCS Commercial Finance Group ----------------------------------------- By: /s/ JAMES M. GRAFING -------------------------------------- Name: James M. Grafing Title: SVP - Syndicated Finance Farm Credit Services of Missouri, PCA ----------------------------------------- (Name of Lender) By: /s/ MICHAEL D. SCHERER -------------------------------------- Name: Michael D. Scherer Title: Vice President, Agribusiness FRANKLIN CLO I, LIMITED -------------------------------- (Name of Lender) By: /s/ DAVID ARDINI ------------------------ Name: DAVID ARDINI Title: VICE PRESIDENT FRANKLIN CLO III, LIMITED -------------------------------- (Name of Lender) By: /s/ DAVID ARDINI ------------------------ Name: DAVID ARDINI Title: VICE PRESIDENT FRANKLIN CLO IV, LIMITED -------------------------------- (Name of Lender) By: /s/ DAVID ARDINI ------------------------ Name: DAVID ARDINI Title: VICE PRESIDENT GRAYSON & CO BY: BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR ---------------------------------- (Name of Lender) By: /s/ MICHAEL B. BOTTHOF ------------------------------ Name: Michael B. Botthof Title: Vice President HARBOUR TOWN FUNDING LLC ---------------------------- (Name of Lender) By: /s/ DIANA M HIMES ------------------------- Name: DIANA M. HIMES Title: ASSISTANT VICE PRESIDENT IKB Capital Corporation ----------------------------------- (Name of Lender) By: /s/ DAVID SNYDER ------------------------------- Name: David Snyder Title: President LANDMARK III CDO ----------------------------------- (Name of Lender) By: Aladdin Asset Management By: THOMAS EGGERSCHINLER ------------------------------- Name: Thomas Eggerschinler Title: Director -- Research By: ------------------------------- Name: Title: MAPLEWOOD (CAYMAN) LIMITED By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Investment Manager By: /s/ MARYANN SPENCER ----------------------- Name: MaryAnn Spencer Title: Managing Director MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: David L. Babson & Company Inc. as Investment Advisor By: /s/ MARYANN SPENCER ----------------------- Name: MaryAnn Spencer Title: Managing Director MASSMUTUAL/DARBY CBO LLC By: David L. Babson & Company Inc. as LLC Manager By: /s/ MARYANN SPENCER ----------------------- Name: MaryAnn Spencer Title: Managing Director MOUNTAIN CAPITAL CLO I, LTD (Name of Lender) By: /s/ REGINA FORMAN ---------------------- Name: Regina Forman Title: Director MOUNTAIN CAPITAL CLO II, LTD (Name of Lender) By: /s/ REGINA FORMAN ------------------------ Name: Regina Forman Title: Director MUIRFIELD TRADING LLC ----------------------------- (Name of Lender) By: /s/ DIANA M HIMES ------------------------ Name: DIANA M. HIMES Title: ASSISTANT VICE PRESIDENT National Bank of Kuwait, S.A.K ------------------------------------ (Name of Lender) By: /s/ MUHANNAD KAMAL -------------------------------- Name: Muhannad Kamal Title: General Manager By: /s/ ROBERT MCNEILL -------------------------------- Name: Robert McNeill Title: Assistant General Manager OLYMPIC FUNDING TRUST, SERIES 1999-1 ------------------------------------ (Name of Lender) By: /s/ DIANA M HIMES ------------------------ Name: Diana M. Himes Title: Authorized Agent OXFORD STRATEGIC INCOME FUND BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR --------------------------------- (Name of Lender) By: /s/ MICHAEL B. BOTTHOF ------------------------------ Name: Michael B. Botthof Title: Vice President PB CAPITAL (Name of Lender) By: /s/ CHRISTOPHER J. RUZZI ------------------------------- Name: Christopher J. Ruzzi Title: VP By: /s/ LISA MORAGLIA ------------------------------- Name: Lisa Moraglia Title: AVP Sankaty Advisors, LLC as Collateral Manager for AVERY POINT CLO, LTD., as Term Lender By: Stacy Braatz ------------------------- Name: STACY BRAATZ Title: SECRETARY Sankaty Advisors, LLC as Collateral Manager for Castle Hill I - INGOTS, Ltd., as Term Lender By: Stacy Braatz ------------------------------- Name: STACY BRAATZ Title: SECRETARY Sankaty Advisors, LLC as Collateral Manager for Castle Hill II - INGOTS, Ltd., as Term Lender By: Stacy Braatz ------------------------------- Name: STACY BRAATZ Title: SECRETARY Sankaty Advisors, LLC as Collateral Manager for Castle Hill III CLO, Limited as Term Lender ----------------------------------------------- (Name of Lender) By: Stacy Braatz -------------------------------------------- Name: STACY BRAATZ Title: SECRETARY Sankaty Advisors, LLC as Collateral Manager for Prospect Funding I, LLC as Term Lender ----------------------------------- (Name of Lender) By: /s/ Stacy Braatz ------------------------------- Name: STACY BRAATZ Title: SECRETARY Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender By: /s/ Stacy Braatz ------------------------------- Name: STACY BRAATZ Title: SECRETARY Sankaty Advisors, LLC as Collateral Manager for Race Point II CLO, Limited, as Term Lender By: /s/ Stacy Braatz ------------------------------- Name: STACY BRAATZ Title: SECRETARY SENIOR DEBT PORTFOLIO By: Boston Management and Research ------------------------------ (Name of Lender) By: /s/ Michael B. Botthof ------------------------------- Name: Michael B. Botthof Title: Vice President SEQUILS-Cumberland I, Ltd. By: Deerfield Capital Management LLC as its Collateral Manager By: /s/ Matt Stouffer ------------------------------- Name: Matt Stouffer Title: Vice President SIMSBURY CLO, LIMITED By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager By: /s/ MaryAnn Spencer ------------------------------- Name: MaryAnn Spencer Title: Managing Director Smoky River CDO, L.P., By RBC Leveraged Capital as Portfolio Advisor By: /s/ Melissa Marano ------------------------------- Name: Melissa Marano Title: Authorized Signatory SRF 2000, INC. --------------------------------------- (Name of Lender) By: Diana M. Himes ------------------------------------ Name: DIANA M. HIMES Title: ASSISTANT VICE PRESIDENT SRF TRADING, INC. ---------------------------------------- (Name of Lender) By: Diana M. Himes ------------------------------------ Name: DIANA M. HIMES Title: ASSISTANT VICE PRESIDENT Stanfield Arbitrage CDO, Ltd. By: Stanfield Capital Partners LLC as its Collateral Manager --------------------------------------- By: /s/ [illegible] ----------------------------------- Name: Title: By: ----------------------------------- Name: Title: Stanfield/RMF Transatlantic CDO Ltd. By: Stanfield Capital Partners LLC as its Collateral Manager --------------------------------------- By: /s/ [illegible] ----------------------------------- Name: Title: By: ----------------------------------- Name: Title: STEIN ROE & FARNHAM CLO I LTD. By: Columbia Management Advisors, Inc. (f/k/a Stein Roe & Farnham Incorporated), As Portfolio Manager By: /s/ Brian J. Murphy ---------------------------- Name: Brian J. Murphy Title: Vice President SUFFIELD CLO, LIMITED By: David L. Babson & Company Inc. as Collateral Manager By: /s/ Mary A. Spencer ----------------------------------- Name: MaryAnn Spencer Title: Managing Director The Sumitomo Trust & Banking Co., Ltd., New York Branch By: /s/ Elizabeth A. Quirk ------------------------------------ Name: Elizabeth A. Quirk Title: Vice President SunTrust Bank ---------------------------- (Name of Lender) By: /s/ Michael Lapresi ------------------------- Name: Michael Lapresi Title: Managing Director TOLLI & CO. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR -------------------------------- (Name of Lender) By: /s/ Michael B. Botthof -------------------------------- Name: Michael B. Botthof Title: Vice President Toronto Dominion (New York), Inc. --------------------------------------- (Name of Lender) By: /s/ Stacey L. Malek ----------------------------------- Name: STACEY MALEK Title: VICE PRESIDENT By: ----------------------------------- Name: Title: TRS Eclipse LLC --------------------------------------- (Name of Lender) By: /s/ Deborah O'Keeffe ----------------------------------- Name: Deborah O'Keeffe Title: Vice President UMB Bank, n.a. --------------------------------------- (Name of Lender) By: /s/ Thomas S. Terry ----------------------------------- Name: Thomas S. Terry Title: Senior Vice President U.S. AGBANK, FCB F/K/A FARM CREDIT BANK OF WICHITA By: /s/ Patrick Zeka ----------------------------------- Name: Patrick Zeka Title: Vice President VAN KAMPEN CLO I, LIMITED By: Van Kampen Investment Advisory Corp. As Collateral Manager By: /s/ Brad Langs ------------------------------------ Name: BRAD LANGS Title: EXECUTIVE DIRECTOR VAN KAMPEN CLO II, LIMITED By: Van Kampen Investment Advisory Corp. As Collateral Manager By: /s/ Brad Langs ------------------------------------ Name: BRAD LANGS Title: EXECUTIVE DIRECTOR VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ Brad Langs ------------------------------------ Name: BRAD LANGS Title: EXECUTIVE DIRECTOR VAN KAMPEN SENIOR LOAN FUND By: Van Kampen Investment Advisory Corp. By: /s/ Brad Langs ------------------------------------ Name: BRAD LANGS Title: EXECUTIVE DIRECTOR WACHOVIA BANK, NATIONAL ASSOCIATION --------------------------------------- (Name of Lender) By: /s/ Mark S. Supple ----------------------------------- Name: Mark S. Supple Title: Vice President EX-10.2 3 a01132exv10w2.txt EXHIBIT 10.2 EXHIBIT 10.2 EXECUTION COPY THIRD AMENDMENT THIRD AMENDMENT, dated as of May 27, 2004 (this "Amendment"), to the Amended and Restated Credit Agreement, dated as of April 25, 2002 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among INTERSTATE BAKERIES CORPORATION, a Delaware corporation ("Holdings"), INTERSTATE BRANDS CORPORATION, a Delaware corporation ("Brands"), INTERSTATE BRANDS WEST CORPORATION, a Delaware corporation ("Brands West"; each of Brands and Brands West, a "Borrower" and, together, the "Borrowers"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), THE BANK OF NOVA SCOTIA, BNP PARIBAS COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK INTERNATIONAL", NEW YORK BRANCH, and SUNTRUST BANK, each as a co-documentation agent, BANK OF AMERICA, N.A., as syndication agent, and JPMORGAN CHASE BANK, as administrative agent (in such capacity, the "Administrative Agent"). W I T N E S S E T H: WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrowers; WHEREAS, the Borrowers have requested, and, upon this Amendment becoming effective, the Lenders have agreed, that certain provisions of the Credit Agreement be amended as set forth below; NOW, THEREFORE, the parties hereto hereby agree as follows: SECTION 1. Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. SECTION 2. Amendment to Section 1.1 of the Credit Agreement. (a) Section 1.1 of the Credit Agreement is hereby amended by deleting clause (a)(iv) of the definition of "Consolidated EBITDA" in its entirety and substituting in lieu thereof the following: (iv) other non-cash charges (excluding any non-cash charges representing an accrual of or reserve for cash charges to be paid in the future, but including (solely for the purpose of calculating Consolidated EBITDA for the four fiscal quarters ended May 29, 2004) the one-time charge incurred during the fiscal quarter ended May 29, 2004, representing a reserve for future workers' compensation claims in an amount not to exceed $40,000,000), (b) Section 1.1 of the Credit Agreement is hereby further amended by deleting the pricing grid set forth in the definition of "Pricing Grid" and substituting in lieu thereof the following:
Facility Applicable Applicable Applicable Applicable Applicable Applicable Applicable Applicable Fee Margin for Margin for Margin for Margin Margin for Margin for Margin for Margin Rate Eurodollar ABR Eurodollar for ABR Eurodollar ABR Tranche Eurodollar for ABR Revolving Revolving Tranche A Tranche A Tranche B B Tranche C Tranche C Loans Loans Term Loans Term Loans Term Loans Term Loans Term Loans Term Loans - -------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- .500% 2.500% 1.500% 3.000% 2.000% 3.250% 2.250% 3.000% 2.000%
SECTION 3. Conditions to Effectiveness of Amendment. This Amendment shall be effective on the date on which all of the following conditions precedent have been satisfied or waived (the "Effective Date"): (a) The Administrative Agent (or its counsel) shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each of (i) Holdings, (ii) the Borrowers and (iii) each of the Lenders constituting the Required Lenders; (b) The Borrowers shall have paid all fees and expenses of the Administrative Agent, including the reasonable fees and expenses of counsel to the Administrative Agent; (c) After giving effect to the Amendment, no Default or Event of Default shall have occurred and be continuing; and (d) The Administrative Agent shall have received an amendment fee for the account of each Lender that consents to this Amendment in an amount equal to 0.075% of each such Lender's Commitment. SECTION 4. Representations and Warranties. Each of the representations and warranties made by each of Holdings and the Borrowers in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date hereof as if made as of the date hereof, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date; provided that each reference to the Credit Agreement therein shall be deemed to be a reference to the Credit Agreement after giving effect to this Amendment. SECTION 5. Effect on the Loan Documents. (a) Except as specifically amended above, the Credit Agreement and all other Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. (b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. SECTION 6. Expenses. Holdings and the Borrowers agree to pay or reimburse the Administrative Agent for all of its out-of-pocket costs and reasonable expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transaction contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent. SECTION 7. Affirmation of Guaranty and Credit Agreement. The Guarantors hereby consent to this Amendment and hereby confirm, reaffirm and restate that their obligations under or in respect of the Credit Agreement and the documents related thereto to which they are a party are and shall remain in full force and effect after giving effect to the foregoing Amendment. SECTION 8. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 9. Execution in Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written. INTERSTATE BAKERIES CORPORATION, as Guarantor By: /s/ Paul E. Yarick ---------------------------------------- Name: Paul E. Yarick Title: Senior Vice President -- Finance and Treasurer INTERSTATE BRANDS CORPORATION, as a Borrower By: /s/ Paul E. Yarick ---------------------------------------- Name: Paul E. Yarick Title: Senior Vice President -- Finance and Treasurer INTERSTATE BRANDS WEST CORPORATION, as a Borrower By: /s/ Paul E. Yarick ---------------------------------------- Name: Paul E. Yarick Title: Senior Vice President -- Finance and Treasurer JP MORGAN CHASE BANK, as Administrative Agent, an Issuing Lender and a Lender By: /s/ BB Wuthrich ---------------------------------------- Name: BB Wuthrich Title: Vice President HARRIS TRUST & SAVINGS BANK, as an Issuing Lender and a Lender By: ---------------------------------------- Name: Title: AGFIRST FARM CREDIT BANK ---------------------------------------- (Name of Lender) By: /s/ Felicia Morant ---------------------------------------- Name: Felicia Morant Title: Vice President AIMCO CDO SERIES 2000-A ---------------------------------------- (Name of Lender) By: /s/ [Illegible] ---------------------------------------- Name: Title: By: /s/ [Illegible] ---------------------------------------- Name: Title: AIMCO CLO SERIES 2001-A ---------------------------------------- (Name of Lender) By: /s/ [Illegible] ---------------------------------------- Name: Title: By: /s/ [Illegible] ---------------------------------------- Name: Title: ALLSTATE LIFE INSURANCE COMPANY ---------------------------------------- (Name of Lender) By: /s/ [Illegible] ---------------------------------------- Name: Title: By: /s/ [Illegible] ---------------------------------------- Name: Title: APEX (IDM) CDO I, LTD. By: David L. Babson & Company Inc. As Collateral Manager ---------------------------------------- (Name of Lender) By: /s/ MaryAnn Spencer ---------------------------------------- Name: MaryAnn Spencer Title: Managing Director AURUM CLO 2202-1 LTD. By: Columbia Management Advisors, Inc. (f/k/a Stein Roe & Farnham Incorporated), An Investment Manager ---------------------------------------- (Name of Lender) By: /s/ Thomas r. Bowehard ---------------------------------------- Name: Thomas r. Bowehard Title: Vice President BANCO ESPIRITO SANTO, S.A. ---------------------------------------- (Name of Lender) By: /s/ Terry R. Hull ---------------------------------------- Name: Terry R. Hull Title: Senior Vice President By: /s/ Andrew M. Orsen ---------------------------------------- Name: Andrew M. Orsen Title: Vice President BANK OF AMERICA, N.A. ---------------------------------------- (Name of Lender) By: /s/ William F. Sweeney ---------------------------------------- Name: William F. Sweeney Title: Managing Director BANK OF MONTREAL ---------------------------------------- (Name of Lender) By: /s/ S. Valia ---------------------------------------- Name: S. Valia Title: MD BANK OF NEW YORK ---------------------------------------- (Name of Lender) By: /s/ Mark O'Connor ---------------------------------------- Name: Title: THE BANK OF NOVA SCOTIA Suite 2700 680 Peachtree St., N.E. Atlanta, GA 30308 ---------------------------------------- (Name of Lender) By: /s/ M.D. Smith ---------------------------------------- Name: M.D. Smith Title: Agent Operations BIG SKY SENIOR LOAN FUND, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ---------------------------------------- (Name of Lender) By: /s/ Scott H. Page ---------------------------------------- Name: Scott H. Page Title: Vice President BNP PARIBAS ---------------------------------------- (Name of Lender) By: /s/ Jo Ellen Bender ---------------------------------------- Name: Jo Ellen Bender Title: Managing Director By: /s/ Christine L. Howall ---------------------------------------- Name: Christine L. Howall Title: Director BRYN MAWR CLO, LTD By: Deerfield Capital Management LLC as its Collateral Manager ---------------------------------------- (Name of Lender) By: /s/ Matt Stouffer ---------------------------------------- Name: Stouffer Title: Senior Vice President CALYON NEW YORK BRANCK (Name of Lender) By: /s/ Guido Van Hauwermeiren ---------------------------------------- Name: Guido Van Hauwermeiren Title: Managing Director By: /s/ Lee E. Greve ---------------------------------------- Name: Lee E. Greve Title: Managing Director CHINATRUST COMMERCIAL BANK ---------------------------------------- (Name of Lender) By: /s/ Eric Kan ---------------------------------------- Name: Eric Kan Title: Lending Manager, SVP COBANK, ACB ---------------------------------------- (Name of Lender) By: /s/ S. Richard Dill ---------------------------------------- Name: S. Richard Dill Title: Vice President Phone: 303-740-4197 Zeta Fax: 303-224-2747 COMERICA BANK ---------------------------------------- (Name of Lender) By: /s/ [Illegible] ---------------------------------------- Name: [Illegible] Title: CBO COMERICA BANK, N.A. ---------------------------------------- (Name of Lender) By: /s/ Lance Holden ---------------------------------------- Name: Lance Holden Title: Senior Vice President COOPERATIVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL" NEW YORK BRANCH ---------------------------------------- (Name of Lender) By: /s/ Michael Laurie ---------------------------------------- Name: Michael Laurie Title: Executive Director By: /s/ Brett Delfino ---------------------------------------- Name: Brett Delfino Title: Executive Director COSTANTNUS EATON VANCE CDO V, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ---------------------------------------- (Name of Lender) By: /s/ Scott H. Page ---------------------------------------- Name: Scott H. Page Title: Vice President EATON VANCE CDO II, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ---------------------------------------- (Name of Lender) By: /s/ Scott H. Page ---------------------------------------- Name: Scott H. Page Title: Vice President EATON VANCE CDO III, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ---------------------------------------- (Name of Lender) By: /s/ Scott H. Page ---------------------------------------- Name: Scott H. Page Title: Vice President EATON VANCE CDO VI, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ---------------------------------------- (Name of Lender) By: /s/ Scott H. Page ---------------------------------------- Name: Scott H. Page Title: Vice President EATON VANCE INSTITUTIONAL SENIOR FUND BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ---------------------------------------- (Name of Lender) By: /s/ Scott H. Page ---------------------------------------- Name: Scott H. Page Title: Vice President EATON VANCE LIMITED DURATION INCOME FUND BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ---------------------------------------- (Name of Lender) By: /s/ Scott H. Page ---------------------------------------- Name: Scott H. Page Title: Vice President EATON VANCE SENIOR FLOATING-RATE TRUST BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ---------------------------------------- (Name of Lender) By: /s/ Scott H. Page ---------------------------------------- Name: Scott H. Page Title: Vice President EATON VANCE SENIOR INCOME TRUST BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ---------------------------------------- (Name of Lender) By: /s/ Scott H. Page ---------------------------------------- Name: Scott H. Page Title: Vice President ELC (CAYMAN) LTD. 1999-III By: David L. Babson & Company Inc. As Collateral Manager ---------------------------------------- (Name of Lender) By: /s/ MaryAnn Spencer ---------------------------------------- Name: MaryAnn Spencer Title: Managing Director ELT LTD. ---------------------------------------- (Name of Lender) By: /s/ Diana M. Himes ---------------------------------------- Name: Diana M. Himes Title: Assistant Vice President FARM CREDIT SERVICES OF AMERICA, PCA ---------------------------------------- (Name of Lender) By: /s/ Bruce P. Rouse ---------------------------------------- Name: Bruce P. Rouse Title: Vice President FARM CREDIT SERVICES OF MINNESOTA VALLEY, PCA dba FCS COMMERCIAL FINANCE GROUP ---------------------------------------- (Name of Lender) By: /s/ James M. Grafing ---------------------------------------- Name: James M. Grafing Title: SVP - Syndicated Finance FARM CREDIT SERVICES OF MISSOURI, PCA ---------------------------------------- (Name of Lender) By: /s/ Terry Eidson ---------------------------------------- Name: Terry Eidson Title: Senior Vice President, Credit Service GLENEAGLES TRADING LLC ---------------------------------------- (Name of Lender) By: /s/ Diana M. Himes ---------------------------------------- Name: Diana M. Himes Title: Assistant Vice President GRAYSON & CO. BY: BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR ---------------------------------------- (Name of Lender) By: /s/ Scott H. Page ---------------------------------------- Name: Scott H. Page Title: Vice President HARBOUR TOWN FUNDING LLC ---------------------------------------- (Name of Lender) By: /s/ Diana M. Himes ---------------------------------------- Name: Diana M. Himes Title: Assistant Vice President HARBOUR VIEW CLO IV, LTD. ---------------------------------------- (Name of Lender) By: /s/ Lisa Chaffee ---------------------------------------- Name: Lisa Chaffee Title: Manager HARBOUR VIEW CLO V, LTD. ---------------------------------------- (Name of Lender) By: /s/ Lisa Chaffee ---------------------------------------- Name: Lisa Chaffee Title: Manager IKB CAPITAL CORPORATION ---------------------------------------- (Name of Lender) By: /s/ David Snyder ---------------------------------------- Name: David Snyder Title: President LANDMARK II COO, LTD. By: Aladdin Capital Management, LLC ---------------------------------------- (Name of Lender) By: /s/ Thomas [Name Illegible] ---------------------------------------- Name: Thomas [Name Illegible] Title: Director - Research LANDMARK III COO, LTD By: Aladdin Capital Management, LLC ---------------------------------------- (Name of Lender) By: /s/ Thomas [Name Illegible] ---------------------------------------- Name: Thomas [Name Illegible] Title: Director - Research LOAN FUNDING IV, LLC By: Highland Capital Management, L.P. As Portfolio Manager ---------------------------------------- (Name of Lender) By: /s/ Todd Travers ---------------------------------------- Name: Todd Travers Title: Senior Portfolio Manager Highland Capital Management, L.P. LONG GROVE CLO, Limited By: Deerfield Capital Management LLC as its Collateral Manager ---------------------------------------- (Name of Lender) By: /s/ Matt Stouffer ---------------------------------------- Name: Matt Stouffer Title: Senior Vice President MAPLEWOOD (CAYMAN) LIMITED By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Investment Manager ---------------------------------------- (Name of Lender) By: /s/ MaryAnn Spencer ---------------------------------------- Name: MaryAnn Spencer Title: Managing Director MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: David L. Babson & Company Inc. as Investment Adviser ---------------------------------------- (Name of Lender) By: /s/ MaryAnn Spencer ---------------------------------------- Name: MaryAnn Spencer Title: Managing Director MASSMUTUAL/DARBY CBO LLC By: MassMutual/Darby CBO IM, Inc. as LLC Manager ---------------------------------------- (Name of Lender) By: /s/ MaryAnn Spencer ---------------------------------------- Name: MaryAnn Spencer Title: Managing Director MOUNTAIN CAPITAL CLO 1 Ltd. ---------------------------------------- (Name of Lender) By: /s/ Regina Forman ---------------------------------------- Name: Regina Forman Title: Director MOUNTAIN CAPITAL CLO 11 Ltd. ---------------------------------------- (Name of Lender) By: /s/ Regina Forman ---------------------------------------- Name: Regina Forman Title: Director MUIRFIELD TRADING LLC ---------------------------------------- (Name of Lender) By: /s/ Diana M. Himes ---------------------------------------- Name: Diana M. Himes Title: Vice President NATIONAL BANK OF KUWAIT SAK ---------------------------------------- (Name of Lender) By: /s/ Muhannad Kamal ---------------------------------------- Name: Muhannad Kamal Title: General Manager By: /s/ Robert McNeill ---------------------------------------- Name: Robert McNeill Title: Assistant General Manager NORTHWOODS CAPITAL, LIMITED By: ANGELO, GORDON & CO., L.P., AS COLLATERAL MANAGER ---------------------------------------- (Name of Lender) By: /s/ John W. Fraser ---------------------------------------- Name: John W. Fraser Title: Managing Director NORTHWOODS CAPITAL IV, LIMITED By: ANGELO, GORDON & CO., L.P., AS COLLATERAL MANAGER ---------------------------------------- (Name of Lender) By: /s/ John W. Fraser ---------------------------------------- Name: John W. Fraser Title: Managing Director OLYMPIC FUNDING TRUST, SERIES 1999-1 ---------------------------------------- (Name of Lender) By: /s/ Diana M. Himes ---------------------------------------- Name: Diana M. Himes Title: Authorized Agent OPPENHEIMER SENIOR FLOATING RARE FUND ---------------------------------------- (Name of Lender) By: /s/ Lisa Chaffee ---------------------------------------- Name: Lisa Chaffee Title: Manager OXFORD STRATEGIC INCOME FUND By: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ---------------------------------------- (Name of Lender) By: /s/ Scott H. Page ---------------------------------------- Name: Scott H. Page Title: Vice President PAMCO CAYMAN LTD By: Highland Capital Management, L.P. As Collateral Manager ---------------------------------------- (Name of Lender) By: /s/ Todd Travers ---------------------------------------- Name: Todd Travers Title: Senior Portolio Manager Highland Capital Management, L.P. PB CAPITAL ---------------------------------------- (Name of Lender) By: /s/ Christopher J. Ruzzi ---------------------------------------- Name: Christopher J. Ruzzi Title: Vice President By: /s/ Lisa Moraglia ---------------------------------------- Name: Lisa Moraglia Title: Assistant Vice President RESTORATION FUNDING CLO, LTD By: Highland Capital Management, L.P. As Collateral Manager ---------------------------------------- (Name of Lender) By: /s/ Todd Travers ---------------------------------------- Name: Todd Travers Title: Senior Portfolio Manager Highland Capital Management, L.P. Sankaty Advisors, LLC as Collateral Manager for AVERY POINT CLO, LTD., as Term Lender ---------------------------------------- (Name of Lender) By: /s/ Timothy Barns ---------------------------------------- Name: Timothy Barns Title: Senior Vice President Sankaty Advisors, LLC as Collateral Manager for Castle Hill I - INGOTS, Ltd., as Term Lender ---------------------------------------- (Name of Lender) By: /s/ Timothy Barns ---------------------------------------- Name: Timothy Barns Title: Senior Vice President Sankaty Advisors, LLC as Collateral Manager for Castle Hill II - INGOTS, Ltd., as Term Lender ---------------------------------------- (Name of Lender) By: /s/ Timothy Barns ---------------------------------------- Name: Timothy Barns Title: Senior Vice President Sankaty Advisors, LLC as Collateral Manager for Castle Hill III - CLO, Limited as Term Lender ---------------------------------------- (Name of Lender) By: /s/ Timothy Barns ---------------------------------------- Name: Timothy Barns Title: Senior Vice President Sankaty Advisors, LLC as Collateral Manager for Prospect Funding I, LLC as Term Lender ---------------------------------------- (Name of Lender) By: /s/ Timothy Barns ---------------------------------------- Name: Timothy Barns Title: Senior Vice President Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender ---------------------------------------- (Name of Lender) By: /s/ Timothy Barns ---------------------------------------- Name: Timothy Barns Title: Senior Vice President Sankaty Advisors, LLC as Collateral Manager for Race Point II CLO, Limited, as Term Lender ---------------------------------------- (Name of Lender) By: /s/ Timothy Barns ---------------------------------------- Name: Timothy Barns Title: Senior Vice President SENIOR DEBT PORTFOLIO By: Boston Management and Research as Investment Advisor ---------------------------------------- (Name of Lender) By: /s/ Scott H. Page ---------------------------------------- Name: Scott H. Page Title: Vice President SEQUILS-Cumberland I, Ltd. By: Deerfield Capital Management LLC as its Collateral Manager ---------------------------------------- (Name of Lender) By: /s/ Matt Stouffer ---------------------------------------- Name: Matt Stouffer Title: Senior Vice President SIMSBURY CLO, LIMITED By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager ---------------------------------------- (Name of Lender) By: /s/ MaryAnn Spencer ---------------------------------------- Name: MaryAnn Spencer Title: Managing Director SMOKY RIVER CDO, L.P. By: RBC Leveraged Capital as Portfolio Advisor ---------------------------------------- (Name of Lender) By: /s/ Melissa Marano ---------------------------------------- Name: Melissa Marano Title: Authorized Sigantory SRF 2000, INC. ---------------------------------------- (Name of Lender) By: /s/ Diana M. Himes ---------------------------------------- Name: Diana M. Himes Title: Assistant Vice President SRF TRADING, INC. ---------------------------------------- (Name of Lender) By: /s/ Diana M. Himes ---------------------------------------- Name: Diana M. Himes Title: Assistant Vice President STEIN ROE & FARNHAM CLO I LTD. By: Columbian Management Advisors, Inc. (f/k/a Stein Roe & Farnham Incorporated), As Portfolio Manager ---------------------------------------- (Name of Lender) By: /s/ Thomas R. [Name illegible] ---------------------------------------- Name: Thomas R. [Name illegible] Title: Vice President SUFFIELD CLO, LIMITED By: David L. Babson & Company Inc. as Collateral Manager ---------------------------------------- (Name of Lender) By: /s/ MaryAnn Spencer ---------------------------------------- Name: MaryAnn Spencer Title: Managing Director THE SUMITOMO TRUST & BANKING COL, LTD., NEW YORK BRANCH ---------------------------------------- (Name of Lender) By: /s/ Elizabeth A. Quirk ---------------------------------------- Name: Elizabeth A. Quirk Title: Vice President SUNTRUST BANK ---------------------------------------- (Name of Lender) By: /s/ Michael Lapresi ---------------------------------------- Name: Managing Director Title: Vice President TOLLI & CO. By: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR ---------------------------------------- (Name of Lender) By: /s/ Scott H. Page ---------------------------------------- Name: Scott H. Page Title: Vice President TORONTO DOMINION (NEW YORK), INC. ---------------------------------------- (Name of Lender) By: /s/ Stacey Malek ---------------------------------------- Name: Stacey Malek Title: Vice President TRS ECLIPSE LLC ---------------------------------------- (Name of Lender) By: /s/ Deborah O'Keefe ---------------------------------------- Name: Deborah O'Keefe Title: Vice President UMB BANK N.A. ---------------------------------------- (Name of Lender) By: /s/ Thomas S. Terry ---------------------------------------- Name: Thomas S. Terry Title: Senior Vice President U.S. AGBANK, FCB ---------------------------------------- (Name of Lender) By: /s/ Patrick Zeka ---------------------------------------- Name: Patrick Zeka Title: Vice President VAN KAMPEN CLO I, LIMITED By: Van Kampen Investment Advisory Corp. as Collateral Manager ---------------------------------------- (Name of Lender) By: /s/ Brad Langs ---------------------------------------- Name: Brad Langs Title: Executive Director VAN KAMPEN CLO II, LIMITED By: Van Kampen Investment Advisory Corp. as Collateral Manager ---------------------------------------- (Name of Lender) By: /s/ Brad Langs ---------------------------------------- Name: Brad Langs Title: Executive Director VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. ---------------------------------------- (Name of Lender) By: /s/ Brad Langs ---------------------------------------- Name: Brad Langs Title: Executive Director VAN KAMPEN SENIOR LOAN FUND By: Van Kampen Investment Advisory Corp. ---------------------------------------- (Name of Lender) By: /s/ Brad Langs ---------------------------------------- Name: Brad Langs Title: Executive Director EX-10.3 4 a01132exv10w3.txt EXHIBIT 10.3 EXHIBIT 10.3 EXECUTION COPY FOURTH AMENDMENT AND WAIVER FOURTH AMENDMENT AND WAIVER, dated as of June 17, 2004 (this "Amendment"), to the Amended and Restated Credit Agreement, dated as of April 25, 2002 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among INTERSTATE BAKERIES CORPORATION, a Delaware corporation ("Holdings"), INTERSTATE BRANDS CORPORATION, a Delaware corporation ("Brands" or the "Borrower"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), THE BANK OF NOVA SCOTIA, BNP PARIBAS, COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. "RABOBANK INTERNATIONAL", NEW YORK BRANCH, and SUNTRUST BANK, each as a co-documentation agent, BANK OF AMERICA, N.A., as syndication agent, and JPMORGAN CHASE BANK, as administrative agent (in such capacity, the "Administrative Agent"). W I T N E S S E T H: WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrower; WHEREAS, the Borrower has requested, and, upon this Amendment becoming effective, the Lenders have agreed, that certain provisions of the Credit Agreement be amended and/or waived as set forth below; NOW, THEREFORE, the parties hereto hereby agree as follows: SECTION 1. Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. SECTION 2. Amendment to Section 1.1 of the Credit Agreement. Section 1.1 of the Credit Agreement is hereby amended by deleting clause (a)(iv) of the definition of "Consolidated EBITDA" in its entirety and substituting in lieu thereof the following: (iv) other non-cash charges (excluding any non-cash charges representing an accrual of or reserve for cash charges to be paid in the future, but including (solely for the purpose of calculating Consolidated EBITDA for any four fiscal quarter period ended on or before May 29, 2004) charges incurred or deemed incurred during any fiscal quarter ended on or before May 29, 2004, representing a reserve for future workers' compensation claims in an aggregate amount not to exceed $40,000,000 (collectively, the "Workers' Compensation Charges")), SECTION 3. Waiver. The Administrative Agent and the Required Lenders hereby waive any Default or Event of Default that may have occurred as a result of any restatement of financial statements of Holdings necessary to reflect the appropriate timing of the Workers' Compensation Charges (any such restatement, a "Workers' Compensation Charges Restatement"), including any Default or Event of Default arising from (i) the failure of any financial statements delivered pursuant to Section 6.1 for any fiscal period affected by the Workers' Compensation Charges Restatement to satisfy the requirements of said Section, (ii) any non-compliance with Section 7.1(a) or (b) for any fiscal quarter affected by the Workers' Compensation Charges Restatement to the extent resulting from the Workers' Compensation Charges or (iii) any representation or warranty pursuant to Section 5.2 or otherwise not being true and correct as a 2 result of such non-compliance with Section 7.1(a) or (b) or any such failure with respect to such financial statements. SECTION 4. Conditions to Effectiveness of Amendment. This Amendment shall be effective on the date on which all of the following conditions precedent have been satisfied or waived (the "Effective Date"): (a) The Administrative Agent (or its counsel) shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each of (i) Holdings, (ii) the Borrower and (iii) each of the Lenders constituting the Required Lenders; (b) The Borrower shall have paid the reasonable fees and expenses of counsel to the Administrative Agent for which invoices have been timely presented prior to the Effective Date; and (c) After giving effect to the Amendment, no Default or Event of Default shall have occurred and be continuing. SECTION 5. Representations and Warranties. Each of the representations and warranties made by each of Holdings and the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date hereof as if made as of the date hereof, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date; provided that each reference to the Credit Agreement therein shall be deemed to be a reference to the Credit Agreement after giving effect to this Amendment and the amendments and waivers provided for herein. SECTION 6. Effect on the Loan Documents. (a) Except as specifically amended above, the Credit Agreement and all other Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. (b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. SECTION 7. Expenses. Holdings and the Borrower agree to pay or reimburse the Administrative Agent for all of its out-of-pocket costs and reasonable expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transaction contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent. SECTION 8. Affirmation of Guaranty and Credit Agreement. The Guarantors hereby consent to this Amendment and hereby confirm, reaffirm and restate that their obligations under or in respect of the Credit Agreement and the documents related thereto to which they are a party are and shall remain in full force and effect after giving effect to the foregoing Amendment. SECTION 9. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 3 SECTION 10. Execution in Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written. INTERSTATE BAKERIES CORPORATION, as Guarantor By: /s/ Paul E. Yarick --------------------------------------- Name: Paul E. Yarick Title: Sr. Vice President and Treasurer INTERSTATE BRANDS CORPORATION, as Borrower By: /s/ Paul E. Yarick --------------------------------------- Name: Paul E. Yarick Title: Sr. Vice President and Treasurer JP MORGAN CHASE BANK, as Administrative Agent, an Issuing Lender and a Lender By: /s/ BB Wuthrich --------------------------------------- Name: BB Wuthrich Title: Vice President HARRIS TRUST & SAVINGS BANK, as an Issuing Lender and a Lender By: --------------------------------------- Name: Title: AGFIRST, FCB -------------------------------------------- (Name of Lender) By: /s/ John W. Burnside, Jr. -------------------------------------------- Name: John W. Burnside, Jr. Title: Vice President AURUM CLO 2002-1 LTD. By: Columbia Management Advisors, Inc., As Investment Manager -------------------------------------------- (Name of Lender) By: /s/ Thomas R. [illegible] -------------------------------------------- Name: Thomas R. [illegible] Title: Vice President BANCO ESPIRITO SANTO, S.A. -------------------------------------------- (Name of Lender) By: /s/ Andrew M. Orsen -------------------------------------------- Name: Andrew M. Orsen Title: Vice President By: /s/ Terry R. Hall -------------------------------------------- Name: Terry R. Hall Title: Senior Vice President BANK OF AMERICA, N.A. -------------------------------------------- (Name of Lender) By: /s/ David L. Catherall -------------------------------------------- Name: David L. Catherall Title: Vice President BNP PARIBAS -------------------------------------------- (Name of Lender) By: /s/ Jo Ellen Bender -------------------------------------------- Name: Jo Ellen Bender Title: Managing Director By: /s/ Christine L. Howatt -------------------------------------------- Name: Christine L. Howatt Title: Director CALYON, AS SUCCESSOR TO CREDIT LYONNAIS -------------------------------------------- (Name of Lender) By: /s/ Guido Van Hauwermeiren -------------------------------------------- Name: Guido Van Hauwermeiren Title: Managing Director By: /s/ Lee E. Greve -------------------------------------------- Name: Lee E. Greve Title: Managing Director Cobank, ACB -------------------------------------------- (Name of Lender) By: /s/ S. Richard Dill -------------------------------------------- Name: S. Richard Dill Title: Vice President COMERICA BANK -------------------------------------------- (Name of Lender) By: /s/ [Name illegible] -------------------------------------------- Name: [Name illegible] Title: CBO COOPERATIEVE CENTRALLE RAIFFEISEN-BOERENLEENBANK, B.A., "RABOBANK INTERNATIONAL" NEW YORK BRANCH -------------------------------------------- (Name of Lender) By: /s/ Eric Hurshman -------------------------------------------- Name: Eric Hurshman Title: Executive Director By: /s/ Brett Delfino -------------------------------------------- Name: Brett Delfino Title: Executive Director FARM CREDIT SERVICES OF AMERICA, PCA -------------------------------------------- (Name of Lender) By: /s/ Bruce Dean -------------------------------------------- Name: Bruce Dean Title: Vice President Credit HARBOUR TOWN FUNDING LLC -------------------------------------------- (Name of Lender) By: /s/ Diana M. Himes -------------------------------------------- Name: Diana M. Himes Title: Assistant Vice President NATIONAL BANK OF KUWAIT, S.A.K. -------------------------------------------- (Name of Lender) By: /s/ Muhannad Kamal -------------------------------------------- Name: Diana M. Himes t Title: General Manager By: /s/ Robert McNeill -------------------------------------------- Name: Robert McNeill Title: Assistant General Manager STEIN ROE & FAR NHAM CLO I LTD By: Columbia Management Advisors, Inc., As Portfolio Manager -------------------------------------------- (Name of Lender) By: /s/ [Name Illegible] -------------------------------------------- Name: [Name Illegible] Title: VA THE BANK OF NOVA SCOTIA -------------------------------------------- (Name of Lender) By: /s/ V. Gibson -------------------------------------------- Name: V. Gibson Title: PB CAPITAL -------------------------------------------- (Name of Lender) By: /s/ Lisa Moraglia -------------------------------------------- Name: Lisa Moraglia Title: Assistant President By: /s/ Christopher J. Ruzzi -------------------------------------------- Name: Christopher J. Ruzzi Title: Vice President SANKATY ADVISORS, LLC AS COLLATERAL MANAGER FOR AVERY POINT CLO, LTD., AS TERM LENDER -------------------------------------------- (Name of Lender) By: /s/ Diane J. Exter -------------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager SANKATAY ADVISORS, LLC AS COLLATERAL MANAGER FOR CASTLE HILL I - INGOTS, LTD., AS TERM LENDER -------------------------------------------- (Name of Lender) By: /s/ Diane J. Exter -------------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager SANKATY ADVISORS, LLC AS COLLATERAL MANAGER FOR CASTLE HILL II - INGOTS, LTD.,AS TERM LENDER -------------------------------------------- (Name of Lender) By: /s/ Diane J. Exter -------------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager SANKATY ADVISORS, LLC AS COLLATERAL MANAGER FOR CASTLE HILL III CLO, LIMITED, AS TERM LENDER -------------------------------------------- (Name of Lender) By: /s/ Diane J. Exter -------------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager SANKATY ADVISORS, LLC AS COLLATERAL MANAGER FOR PROPECT FUNDING I, LLC AS TERM LENDER -------------------------------------------- (Name of Lender) By: /s/ Diane J. Exter -------------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager SANKATY ADVISORS, LLC AS COLLATERAL MANAGER FOR PROPECT FUNDING II, LLC AS TERM LENDER -------------------------------------------- (Name of Lender) By: /s/ Diane J. Exter -------------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager SANKATY ADVISORS, LLC AS COLLATERAL MANAGER FOR RACE POINT CLO, LIMITED as term lender -------------------------------------------- (Name of Lender) By: /s/ Diane J. Exter -------------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager SANKATY ADVISORS, LLC AS COLLATERAL MANAGER FOR RACE POINT II CLO, LIMITED, as term lender -------------------------------------------- (Name of Lender) By: /s/ Diane J. Exter -------------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager SMOKY RIVER DCO, L.P., By: RBC Leveraged Capital as Portfolio Advisor -------------------------------------------- (Name of Lender) By: /s/ Melissa Marano -------------------------------------------- Name: Melissa Marano Title: Authorized Signatory SRF 2000, INC. -------------------------------------------- (Name of Lender) By: /s/ Diana M. Himes -------------------------------------------- Name: Diana M. Himes Title: Assistant Vice President SRF TRADING, INC. -------------------------------------------- (Name of Lender) By: /s/ Diana M. Himes -------------------------------------------- Name: Diana M. Himes Title: Assistant Vice President TORONTO DOMINION (NEW YORK), INC. -------------------------------------------- (Name of Lender) By: /s/ Stacey Malek -------------------------------------------- Name: Stacey Malek Title: Vice President UMB BANK, N.A. -------------------------------------------- (Name of Lender) By: /s/ Thomas S. Terry -------------------------------------------- Name: Thomas S. Terry Title: Senior Vice President EX-10.4 5 a01132exv10w4.txt EXHIBIT 10.4 EXHIBIT 10.4 EXECUTION COPY FIFTH AMENDMENT FIFTH AMENDMENT, dated as of August 12, 2004 (this "Amendment"), to (a) the Amended and Restated Credit Agreement, dated as of April 25, 2002 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Interstate Bakeries Corporation, a Delaware corporation ("Holdings"), Interstate Brands Corporation, a Delaware corporation ("Brands" or the "Borrower"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), The Bank of Nova Scotia, BNP Paribas, Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. "Rabobank International", New York Branch, and SunTrust Bank, each as a co-documentation agent, Bank of America, N.A., as syndication agent, and JPMorgan Chase Bank, as administrative agent (in such capacity, the "Administrative Agent") and (b) the Guarantee and Collateral Agreement, dated as of July 19, 2001 (as amended, supplemented or otherwise modified from time to time, the "Guarantee and Collateral Agreement"), among Holdings, the Borrower and certain of their subsidiaries in favor of the Administrative Agent. W I T N E S S E T H: WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrower; WHEREAS, the Borrower has requested, and, upon this Amendment becoming effective, the Lenders have agreed, that certain provisions of the Credit Agreement and the Guarantee and Collateral Agreement be amended as set forth below; NOW, THEREFORE, the parties hereto hereby agree as follows: SECTION 1. Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. SECTION 2. Amendments to Section 1.1 of the Credit Agreement [Defined Terms]. (a) Section 1.1 of the Credit Agreement is hereby amended by revising the definition of "Consolidated EBITDA" (i) to delete the following language from clause (a)(iv) thereof in its entirety: "(solely for the purpose of calculating Consolidated EBITDA for any four fiscal quarter period ended on or before May 29, 2004)" and (ii) to delete the date "August 24, 2002" from the proviso contained in clause (a)(vi) thereof and to substitute in lieu thereof the following: "the Fifth Amendment Effective Date". (b) Section 1.1 of the Credit Agreement is hereby further amended by inserting the following defined term in its appropriate alphabetical order: "Fifth Amendment Effective Date": August __, 2004. (c) Section 1.1 of the Credit Agreement is hereby further amended by deleting the defined term "L/C Commitment" and substituting in lieu thereof the following: "L/C Commitment": $215,000,000. (d) Section 1.1 of the Credit Agreement is hereby further amended by deleting the pricing grid set forth in the definition of "Pricing Grid" and substituting in lieu thereof the following: 2 "Pricing Grid": the table set forth below.
Facility Applicable Applicable Applicable Applicable Applicable Applicable Applicable Applicable Fee Margin for Margin for Margin for Margin Margin for Margin for Margin for Margin Rate Eurodollar ABR Eurodollar for ABR Eurodollar ABR Tranche Eurodollar for ABR Revolving Revolving Tranche A Tranche A Tranche B B Tranche C Tranche C Loans Loans Term Loans Term Loans Term Loans Term Loans Term Loans Term Loans - -------- ----- ----- ---------- ---------- ---------- ---------- ---------- ---------- .500% 3.00% 2.00% 3.50% 2.50% 3.75% 2.75% 3.50% 2.50%
SECTION 3. Amendment to Section 6.1 of the Credit Agreement [Financial Statements]. Subsection 6.1(a) of the Credit Agreement is hereby amended by inserting the following language immediately after the term "90 days" set forth therein: "(or, with respect to the fiscal year ended May 29, 2004, 120 days)" SECTION 4. Amendment to Section 6.11 of the Credit Agreement [Additional Collateral, Etc.]. (a) Subsection 6.11(b) of the Credit Agreement is hereby amended by deleting the dollar amount "$10,000,000" contained therein and substituting in lieu thereof the dollar amount "$5,000,000". (b) Subsection 6.11(e) of the Credit Agreement is hereby amended by inserting the words, "and Section 6.13", immediately after the words "6.11(d) inclusive" set forth therein. SECTION 5. Amendment to Section 6 of the Credit Agreement [Affirmative Covenants]. Section 6 of the Credit Agreement is hereby amended by inserting the new Section at the end thereof in its entirety: "6.13 Real Estate Matters. With respect to each of the real properties set forth in Annex A hereto, within 90 days (which may be extended by the Administrative Agent in its sole discretion for up to 45 days) after the Fifth Amendment Effective Date (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) provide a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance with respect to such real property (and each such policy shall (A) be in an amount as agreed to between the Administrative Agent and the Borrower intended to reasonably approximate the fair market value of such real property; (B) insure that such Mortgage creates a valid first priority Lien on such real property free and clear of all defects and encumbrances, except Liens permitted hereunder and other encumbrances and defects reasonably acceptable to the Administrative Agent; (C) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (D) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies) (provided, that no new survey shall be required for any such real property); (E) contain such endorsements and affirmative coverage as the Administrative Agent and the Borrower shall reasonably agree, and (F) be issued by title company reasonably satisfactory to the Administrative Agent), (iii) deliver to the Administrative Agent copies of any existing survey with respect to such real property, and (iv) provide reasonably satisfactory evidence of flood insurance for any such real property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968." SECTION 6. Amendments to Section 7.1 of the Credit Agreement [Financial Condition Covenants]. (a) Subsection 7.1(a) of the Credit Agreement is hereby amended by deleting the table set forth in such subsection in its entirety and substituting in lieu thereof the following table: 3
Consolidated Fiscal Quarter Leverage Ratio -------------- -------------- May 29, 2004 4.00 to 1.00 August 21, 2004 through May 28, 2005 4.50 to 1.00 August 20, 2005 4.25 to 1.00 November 12, 2005 and thereafter 2.75 to 1.00
(b) Subsection 7.1(b) of the Credit Agreement is hereby amended by deleting the table set forth in such subsection in its entirety and substituting in lieu thereof the following table:
Consolidated Interest Fiscal Quarter Coverage Ratio -------------- -------------- May 29, 2004 3.75 to 1.00 August 21, 2004 through August 20, 2005 3.00 to 1.00 November 12, 2005 and thereafter 5.00 to 1.00
SECTION 7. Amendment to Section 7.6 of the Credit Agreement [Restricted Payments]. Section 7.6 of the Credit Agreement is hereby amended by (a) inserting the words "before and", immediately after the words "so long as immediately", set forth in clause (iii) of the proviso therein and (b) deleting the words "and (B)" contained in clause (iii) of the proviso therein and substituting in lieu thereof the following: ", (B) the Borrower shall have senior secured credit ratings of no less than "BB-" by S&P and "Ba3" by Moody's, in each case with a stable outlook or better and (C)" SECTION 8. Amendment to Section 3 of the Guarantee and Collateral Agreement. (a) Section 3 of the Guarantee and Collateral Agreement is hereby amended by (A) renaming clauses (i) through (l) of the granting clause contained therein as clauses (j) through (m), respectively, and (B) inserting the following new clause (i) into the granting clause in appropriate order: "(i) all Inventory;" (b) Section 3 of the Guarantee and Collateral Agreement is hereby further amended by deleting the first sentence of the last paragraph thereof in its entirety and substituting in lieu thereof the following: "Notwithstanding the foregoing, "Collateral" shall not include (i) Vehicles or (ii) any "Excluded Property" (as defined below) until such time, if any, as the prohibitions causing such property to be Excluded Property have terminated (howsoever occurring)." SECTION 9. Conditions to Effectiveness of Amendment. This Amendment shall be effective on the date on which all of the following conditions precedent have been satisfied or waived (the "Effective Date"): (a) the Administrative Agent (or its counsel) shall have received a counterpart of the Amendment, executed and delivered by a duly authorized officer of each of (i) Holdings, (ii) the Borrower and (iii) each of the Lenders constituting the Required Lenders; 4 (b) (i) an offering of junior capital shall have been consummated by Holdings, (ii) Holdings shall have received net proceeds of at least $95 million from such offering of junior capital and (iii) the documentation therefor shall be in form and substance reasonably satisfactory to the Administrative Agent; (c) the Borrower shall have prepaid (or shall have made arrangements reasonably satisfactory to the Administrative Agent to prepay) the September 30, 2004, December 31, 2004, March 31, 2005 and June 30, 2005 scheduled installments of the Tranche A Term Loans, the Tranche B Term Loans and the Tranche C Term Loans; (d) the Borrower shall have paid the reasonable fees and expenses of counsel to the Administrative Agent for which invoices have been timely presented prior to the Effective Date; (e) after giving effect to the Amendment, no Default or Event of Default shall have occurred and be continuing; and (f) the Administrative Agent shall have received (i) an amendment fee for the account of each Lender that consents to the Amendment in an amount equal to 0.25% of each such Lender's Commitment and (ii) such other fees as separately agreed between the Administrative Agent (or its Affiliates) and the Borrower. SECTION 10. Representations and Warranties. Each of the representations and warranties made by each of Holdings and the Borrower in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date hereof as if made as of the date hereof, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date; provided that each reference to the Credit Agreement therein shall be deemed to be a reference to the Credit Agreement after giving effect to this Amendment and the amendments and waivers provided for herein. SECTION 11. Effect on the Loan Documents. (a) Except as specifically amended above, the Credit Agreement and all other Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. (b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. SECTION 12. Expenses. Holdings and the Borrower agree to pay or reimburse the Administrative Agent for all of its out-of-pocket costs and reasonable expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transaction contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent. SECTION 13. Affirmation of Guarantee and Collateral Agreement. The Guarantors hereby consent to this Amendment and hereby confirm, reaffirm and restate that their obligations under or in respect of the Guarantee and Collateral Agreement and the other Loan Documents are and shall remain in full force and effect after giving effect to the foregoing Amendment. 5 SECTION 14. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 15. Execution in Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written. INTERSTATE BRANDS CORPORATION, as Borrower By: /s/ Michael D. Kafoure -------------------------------------- Name: Michael D. Kafoure Title: President INTERSTATE BAKERIES CORPORATION, as Guarantor By: /s/ Ronald B. Hutchinson -------------------------------------- Name: Ronald B. Hutchinson Title: Executive Vice President and Chief Financial Officer IBC SALES CORPORATION, as Guarantor By: /s/ Michael D. Kafoure -------------------------------------- Name: Michael D. Kafoure Title: President BAKER'S INN QUALITY BAKED GOODS, LLC, as Guarantor By: /s/ Michael D. Kafoure -------------------------------------- Name: Michael D. Kafoure Title: President IBC SERVICES, LLC, as Guarantor By: /s/ Thomas C. Apel -------------------------------------- Name: Thomas C. Apel Title: Treasurer JP MORGAN CHASE BANK, as Administrative Agent, an Issuing Lender and a Lender By: /s/ Marion N. Schulman _________________________________ Name: Marion N. Schulman Title: Managing Director HARRIS TRUST & SAVINGS BANK, as an Issuing Lender and a Lender By: /s/ Karen Knudsen _________________________________ Name: Karen Knudsen Title: Managing Director HarbourView CLO IV (Name of Lender) By: /s/ Lisa Chaffee ------------------------------------ Name: LISA CHAFFEE Title: MANAGER HarbourView CLO V (Name of Lender) By: /s/ Lisa Chaffee ------------------------------------ Name: LISA CHAFFEE Title: MANAGER AURUM CLO 2002-1 LTD., as Assignee By Columbia Management Advisors, Inc. as Investment Manager. By: /s/ Eric S. Meyer ------------------------------------ Name: Eric S. Meyer Title: Vice President STEIN ROE & FARNHAM CLO 1 LTD. By Columbia Management Advisors, Inc. as Investment Manager. By: /s/ Eric S. Meyer ------------------------------------ Name: Eric S. Meyer Title: Vice President CoBank, ACB (Name of Lender) By: /s/ S. Richard Dill ------------------------------------ Name: S. Richard Dill Title: Vice President GLENEAGLES TRADING LLC By: /s/ Diana M. Himes ------------------------------------ Name: DIANA M HIMES Title: ASSISTANT VICE PRESIDENT THE BANK OF NOVA SCOTIA (Name of Lender) By: /s/ V. Gibson ------------------------------------ Name: V. GIBSON Title: ASSISTANT AGENT Smoky River CDO, L.P., By RBC Leveraged Capital as Portfolio Advisor By: /s/ Sanjai Bhonsle ------------------------------------ Name: Sanjai Bhonsle Title: Authorized Signatory AIMCO CLO SERIES 2001-A (Name of Lender) By: /s/ CHRIS GEORGEN ------------------------------------ Name: CHRIS GEORGEN Title: By: /s/ CHARLES D. MIRES ------------------------------------ Name: CHARLES D. MIRES Title: ALLSTATE LIFE INSURANCE COMPANY (Name of Lender) By: /s/ CHRIS GEORGEN ------------------------------------ Name: CHRIS GEORGEN Title: By: /s/ CHARLES D. MIRES ------------------------------------ Name: CHARLES D. MIRES Title: AIMCO CDO SERIES 2000-A (Name of Lender) By: /s/ CHRIS GEORGEN ------------------------------------ Name: CHRIS GEORGEN Title: By: /s/ CHARLES D. MIRES ------------------------------------ Name: CHARLES D. MIRES Title: BNP Paribas By: /s/ Jo Ellen Bender ------------------------------------ Name: Jo Ellen Bender Title: Managing Director By: /s/ Peter C. Labrie ------------------------------------ Name: Peter C. Labrie Title: Central Region Manager LOAN FUNDING IV LLC By: Highland Capital Management, L.P. As Portfolio Manager By: /s/ Todd Travers ------------------------------------ Name: Todd Travers Title: Senior Portfolio Manager Highland Capital Management, L.P. COLUMBIA FLOATING RATE ADVANTAGE FUND By: Highland Capital Management, L.P., its Investment Advisor By: /s/ Todd Travers ------------------------------------ Name: Todd Travers Title: Senior Portfolio Manager Highland Capital Management, L.P. COLUMBIA FLOATING RATE LIMITED LIABILITY COMPANY By: Highland Capital Management, L.P., its Investment Advisor By: /s/ Todd Travers ------------------------------------ Name: Todd Travers Title: Senior Portfolio Manager Highland Capital Management, L.P. PAMCO CAYMAN LTD. By: Highland Capital Management, L.P., its Investment Advisor By: /s/ Todd Travers ------------------------------------ Name: Todd Travers Title: Senior Portfolio Manager Highland Capital Management, L.P. RESTORATION FUNDING CLO, LTD. By: Highland Capital Management, L.P., its Investment Advisor By: /s/ Todd Travers ------------------------------------ Name: Todd Travers Title: Senior Portfolio Manager Highland Capital Management, L.P. AgFirst Farm Credit Bank (Name of Lender) By: /s/ Felicia D. Morant ------------------------------------ Name: Felicia D. Morant Title: Vice President IKB Capital Corporation (Name of Lender) By: /s/ David Snyder ------------------------------------ Name: David Snyder Title: President IKB Capital Corporation Wachovia Bank National Association (Name of Lender) By: /s/ Martha M. Winters ------------------------------------ Name: Martha M. Winters Title: Director U.S. AGBANK, FCB, fka FARM CREDIT BANK OF WICHITA, as a Lender By: /s/ Patrick Zeka ------------------------------------ Name: Patrick Zeka Title: Vice President DBS BANK LTD., LOS ANGELES AGENCY (Name of Lender) By: /s/ Charles Ong ------------------------------------ Name: Charles Ong Title: General Manager DBS Bank Los Angeles LONG LANE MASTER TRUST IV By: /s/ Diana M. Himes ------------------------------------ Name: DIANA M. HIMES Title: AUTHORIZED AGENT SRF 2000, INC. By: /s/ Diana M. Himes ------------------------------------ Name: DIANA M. HIMES Title: ASSISTANT VICE PRESIDENT SRF TRADING, INC. By: /s/ Diana M. Himes ------------------------------------ Name: DIANA M. HIMES Title: ASSISTANT VICE PRESIDENT ---------------------------------------- (Name of Lender) By: /s/ [ILLEGIBLE] ------------------------------------ Name: Title: BANK HAPOALIM B.M. By: /s/ Laura Anne Raffa ------------------------------------ Name: LAURA ANNE RAFFA Title: EXECUTIVE VICE PRESIDENT By: /s/ Lenroy Hackett ------------------------------------ Name: LENROY HACKETT Title: FIRST VICE PRESIDENT PB Capital (Name of Lender) By: /s/ Christopher J. Ruzzi ------------------------------------ Name: Christopher J. Ruzzi Title: VP By: /s/ Lisa Moraglia ------------------------------------ Name: Lisa Moraglia Title: AVP Farm Credit Services of Missouri, PCA (Name of Lender) By: /s/ Michael D. Scherer ------------------------------------ Name: Michael D. Scherer Title: Vice President, Agribusiness Landmark II CBO Limited (Name of Lender) By: /s/ Aladdin Capital Management LLC ------------------------------------ Name: [ILLEGIBLE] Title: Director Landmark III CDO Limited (Name of Lender) By: Aladdin Capital Management LLC ------------------------------------ Name: [ILLEGIBLE] Title: Director Landmark III CDO Limited (Name of Lender) By: Aladdin Capital Management LLC ------------------------------------ Name: [ILLEGIBLE] Title: Director MASSMUTUAL/DARBY CBO LLC By: MassMutual/Darby CBO IM, Inc. as LLC Manager By: James M. Roy ------------------------------------ Name: James M. Roy Title: Vice President and Assistant Treasurer UMB Bank, n.a. (Name of Lender) By: /s/ Bryan D. Edwards ------------------------------------ Name: Bryan D. Edwards Title: Vice President NORTHWOODS CAPITAL, LIMITED BY: ANGELO, GORDON & CO., L.P., AS COLLATERAL MANAGER By: /s/ John W. Fraser ------------------------------------ Name: JOHN W. FRASER Title: MANAGING DIRECTOR NORTHWOODS CAPITAL II, LIMITED BY: ANGELO, GORDON & CO., L.P., AS COLLATERAL MANAGER By: /s/ John W. Fraser ------------------------------------ Name: JOHN W. FRASER Title: MANAGING DIRECTOR NORTHWOODS CAPITAL III, LIMITED BY: ANGELO, GORDON & CO., L.P., AS COLLATERAL MANAGER By: /s/ John W. Fraser ------------------------------------ Name: JOHN W. FRASER Title: MANAGING DIRECTOR NORTHWOODS CAPITAL IV, LIMITED BY: ANGELO, GORDON & CO., L.P., AS COLLATERAL MANAGER By: /s/ John W. Fraser ------------------------------------ Name: JOHN W. FRASER Title: MANAGING DIRECTOR AMMC CDO II, LIMITED By: American Money Management Corp., as Collateral Manager By: /s/ David P. Meyer ------------------------------------ Name: David P. Meyer Title: Vice President The Sumitomo Trust & Banking Co., Ltd., New York Branch By: /s/ Elizabeth A. Quirk ------------------------------------ Name: Elizabeth A. Quirk Title: Vice President AURIUM CLO 2002-1 LTD., as Assignee By Columbia Management Advisors, Inc. as Investment Manager. By: /s/ Eric S. Meyer ------------------------------------ Name: Eric S. Meyer Title: Vice President Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender By: /s/ Diane J. Exter ------------------------------------ Name: DIANE J. EXTER Title: MANAGING DIRECTOR PORTFOLIO MANAGER Farm Credit Services of Minnesota Valley, PCA dba FCS Commercial Finance Group By: /s/ James M. Grafing ------------------------------------ Name: James M. Grafing Title: SVP - Syndicated Finance CALYON NEW YORK BRANCH, as successor to Credit Lyonnais By: /s/ Lee E. Greve ------------------------------------ Name: Lee E. Greve Title: Managing Director By: /s/ Julie Kanak ------------------------------------ Name: Julie Kanak Title: Director CHINATRUST COMMERCIAL BANK By: /s/ Eric Kan ------------------------------------ Name: Eric Kan Title: Lending Manager, SVP AMMC CLO III, LIMITED By: American Money Management Corp., as Collateral Manager By: /s/ David P. Meyer ------------------------------------ Name: David P. Meyer Title: Vice President The terms set forth in this Assignment and acceptance are hereby agreed to: ASSIGNOR, BEAR STEARNS CORPORATE LENDING INC. By: /s/ Richard Bram Smith ------------------------------------ Name: RICHARD BRAM SMITH Title: SENIOR MANAGING DIRECTOR Oppenheimer Senior Floating Rate Fund (Name of Lender) By: /s/ Bill Campbell ------------------------------------ Name: Bill Campbell Title: Manager BANK OF AMERICA, N.A. By: /s/ William F. Sweeney ------------------------------------ Name: William F. Sweeney Title: Managing Director NATIONAL BANK OF KUWAIT, S.A.K. GRAND CAYMAN BRANCH By: /s/ Muhammad Kamal ------------------------------------ Name: Muhammad Kamal Title: General Manager By: /s/ Rex Richardson ------------------------------------ Name: Rex Richardson Title: Executive Manager STEIN ROE & FARNHAM CLO 1 LTD. By Columbia Management Advisors, Inc. as Investment Manager. By: /s/ Eric S. Meyer ------------------------------------ Name: Eric S. Meyer Title: Vice President Toronto Dominion (New York), Inc. (Name of Lender) By: /s/ Stacy Malek ------------------------------------ Name: STACY MALEK Title: VICE PRESIDENT Commerce Bank, N.A. (Name of Lender) By: /s/ Lance Holden ------------------------------------ Name: LANCE HOLDEN Title: Senior Vice President TRS 1 LLC (Name of Lender) By: /s/ Deborah O'Keeffe ------------------------------------ Name: Deborah O'Keeffe Title: Vice President SunTrust Bank (Name of Lender) By: /s/ Michel A. Odermatt ------------------------------------ Name: Michel A. Odermatt Title: Managing Director ELT LTD. By: /s/ Diana M. Himes ------------------------------------ Name: DIANA M. HIMES Title: AUTHORIZED AGENT HARBOUR TOWN FUNDING LLC By: /s/ Diana M. Himes ------------------------------------ Name: DIANA M. HIMES Title: ASSISTANT VICE PRESIDENT Smoky River CDO, L.P., By RBC Leveraged Captial as Portfolio Advisor By: /s/ Sanjai Bhonsle --------------------------------------- Name: Sanjai Bhonsle Title: Authorized Signatory ING PRIME RATE TRUST ING SENIOR INCOME FUND By: Aeltus Investment Management, Inc. By: Aeltus Investment Management, Inc. as its investment manager as its investment manager By: /s/ Jason Groom By: /s/ Jason Groom ---------------------- ---------------------- Name: JASON GROOM Name: JASON GROOM Title: VICE PRESIDENT Title: VICE PRESIDENT ML CLO XX PILGRIM AMERICA ML CLO XII PILGRIM AMERICA (CAYMAN) LTD, (CAYMAN) LTD, By: ING Investments, LLC By: ING Investments, LLC as its investment manager as its investment manager By: /s/ Jason Groom By: /s/ Jason Groom ---------------------- ---------------------- Name: JASON GROOM Name: JASON GROOM Title: VICE PRESIDENT Title: VICE PRESIDENT SEQUILS - PILGRIM I, LTD PILGRIM CLO 1999 - 1 LTD By: ING Investments, LLC By: ING Investments, LLC as its investment manager as its investment manager By: /s/ Jason Groom By: /s/ Jason Groom ---------------------- ---------------------- Name: JASON GROOM Name: JASON GROOM Title: VICE PRESIDENT Title: VICE PRESIDENT PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD, By: ING Investments, LLC as its investment manager By: /s/ Jason Groom ---------------------- Name: JASON GROOM Title: VICE PRESIDENT SENIOR DEBT PORTFOLIO BY: BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR (Name of Lender) By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President EATON VANCE SENIOR INCOME TRUST BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR (Name of Lender) By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President EATON VANCE INSTITUTIONAL SENIOR LOAN FUND BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR (Name of Lender) By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President OXFORD STRATEGIC INCOME FUND BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR (Name of Lender) By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President EATON VANCE CDO II, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR (Name of Lender) By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President EATON VANCE CDO III, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR (Name of Lender) By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President COSTANTINUS EATON VANCE CDO V, LTD BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR (Name of Lender) By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President EATON VANCE CDO VI, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR (Name of Lender) By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President GRAYSON & CO. BY: BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR (Name of Lender) By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President BIG SKY SENIOR LOAN FUND, LTD. BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR (Name of Lender) By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President EATON VANCE LIMITED DURATION INCOME FUND BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR (Name of Lender) By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President TOLLI & CO BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR (Name of Lender) By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President EATON VANCE SENIOR FLOATING-RATE TRUST BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR (Name of Lender) By: /s/ Michael B. Botthof ------------------------------------ Name: Michael B. Botthof Title: Vice President COOPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL" NEW YORK BRANCH By: /s/ Michael L. Laurie ------------------------------------ Name: Michael L. Laurie Title: Executive Director By: /s/ Brett Delfino ------------------------------------ Name: Brett Delfino Title: Executive Director TRS ECLIPSE LLC (Name of Lender) By: /s/ Deborah O'Keeffe ------------------------------------ Name: Deborah O'Keeffe Title: Vice President Sankaty Advisors, LLC as Collateral Manager for Castle Hill II - INGOTS, Ltd., as Term Lender By: /s/ Diane J. Exter ------------------------------------ Name: DIANCE J. EXTER Title: MANAGING DIRECTOR PORTFOLIO MANAGER Sankaty Advisors, LLC as Collateral Manager for AVERY POINT CLO, Ltd., as Term Lender By: /s/ Diane J. Exter ------------------------------------ Name: DIANE J. EXTER Title: MANAGING DIRECTOR PORTFOLIO MANAGER Sankaty Advisors, LLC as Collateral Manager for Castle Hill III CLO, Ltd., as Term Lender By: /s/ Diane J. Exter ------------------------------------ Name: DIANE J. EXTER Title: MANAGING DIRECTOR PORTFOLIO MANAGER Sankaty Advisors, LLC as Collateral Manager for Race Point II CLO, Ltd., as Term Lender By: /s/ Diane J. Exter ------------------------------------ Name: DIANE J. EXTER Title: MANAGING DIRECTOR PORTFOLIO MANAGER Sankaty Advisors, LLC as Collateral Manager for Castle Hill I - INGOTS, Ltd., as Term Lender By: /s/ Diane J. Exter ------------------------------------ Name: DIANE J. EXTER Title: MANAGING DIRECTOR PORTFOLIO MANAGER Comerica Bank (Name of Lender) By: /s/ Mark J. Levercce ------------------------------------ Name: Mark J. Levercce Title: Commercial Banking Officer Farm Credit Services of America, PCA By: /s/ Bruce P. Rouse ------------------------------------ Name: Bruce P. Rouse Title: Vice President Bank of Montreal By: /s/ [ILLEGIBLE] ------------------------------------ Name: [ILLEGIBLE] Title: MANAGER Banco Espirito Santo, S.A. By: /s/ Andrew M. Orsen ------------------------------------ Name: Andrew M. Orsen Title: Vice President By: /s/ Christina N. Ferreira ------------------------------------ Name: Christina N. Ferreira Title: Senior Vice President Mountain Capital CLO 11 Ltd. (Name of Lender) By: /s/ Chris Siddons ------------------------------------ Name: Chris Siddons Title: Director Mountain Capital CLO 1 Ltd. (Name of Lender) By: /s/ Chris Siddons ------------------------------------ Name: Chris Siddons Title: Director SEQUILS-Cumberland I, Ltd. By: Deerfield Capital Management LLC as its Collateral Manager By: /s/ Matt Stouffer ------------------------------------ Name: Matt Stouffer Title: Senior Vice President BRYN MAWR CLO, Ltd. By: Deerfield Capital Management LLC as its Collateral Manager By: /s/ Matt Stouffer ------------------------------------ Name: Matt Stouffer Title: Senior Vice President LONG GROVE CLO, LIMITED By: Deerfield Capital Management LLC as its Collateral Manager By: /s/ Matt Stouffer ------------------------------------ Name: Matt Stouffer Title: Senior Vice President MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC as Investment Adviser By: /s/ John W. Stelwagon ------------------------------------ Name: JOHN W. STELWAGON Title: Managing Director SIMSBURY CLO, LIMITED By: Babson Capital Management LLC under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager By: /s/ John W. Stelwagon ------------------------------------ Name: JOHN W. STELWAGON Title: Managing Director SUFFIELD CLO, LIMITED By: Babson Capital Management LLC as Collateral Manager By: /s/ John W. Stelwagon ------------------------------------ Name: JOHN W. STELWAGON Title: Managing Director ELC (CAYMAN) LTD. CDO SERIES 1999-I By: Babson Capital Management LLC as Collateral Manager By: /s/ John W. Stelwagon ------------------------------------ Name: JOHN W. STELWAGON Title: Managing Director MUIRFIELD TRADING LLC By: /s/ Diana M. Himes ------------------------------------ Name: DIANA M. HIMES Title: ASSISTANT VICE PRESIDENT -----END PRIVACY-ENHANCED MESSAGE-----