SIXTH AMENDMENT TO CREDIT AGREEMENT
SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated
as of January 21, 2005, among TASTY BAKING COMPANY (the "Company"), the direct
and indirect subsidiaries of the Company parties hereto (together with the
Company, the "Borrowers"), the several banks and other financial institutions
parties hereto (individually, the "Bank"; collectively, the "Banks") and PNC
BANK, NATIONAL ASSOCIATION, as administrative agent for the Banks (in such
capacity, the "Agent").
WHEREAS, the Borrowers, the Banks and the Agent are parties to
a Credit Agreement dated as of January 31, 2002, as amended by the First
Amendment to Credit Agreement dated as of January 29, 2003, the Second Amendment
to Credit Agreement dated as of March 18, 2003, the Third Amendment to Credit
Agreement dated as of July 28, 2003, the Fourth Amendment to Credit Agreement
dated as of November 7, 2003 and the Fifth Amendment to Credit Agreement dated
as of January 23, 2004 (as heretofore so amended, supplemented or otherwise
modified, the "Credit Agreement"); and
WHEREAS, the Borrowers, the Agent, and the Banks have agreed
to amend the Credit Agreement by extending the 364 Day Termination Date, on the
terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for
other consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Defined Terms. Unless otherwise defined herein, terms defined
in the Credit Agreement are used herein as therein defined.
2. Amendment to Credit Agreement. Effective as of the date set
forth above, the Credit Agreement is hereby amended by amending and restating
the definition of "364 Day Termination Date" in Section 1.1 to read in full as
follows:
"`364 Day Termination Date': with respect to the 364 Day
Facility, the earlier of (a) March 21, 2005 or such later date to which
the 364 Day Termination Date shall have been extended pursuant to
subsection 2.14(d)(i) hereof and (b) the date the 364 Day Commitments
are terminated as provided herein."
3. Representations and Warranties. The Borrowers hereby represent
and warrant to the Banks and the Agent that:
(a) There exists no Default or Event of Default under the
Credit Agreement as amended hereby;
(b) The representations and warranties made in the Credit
Agreement, as amended hereby, are true and correct in all material respects on
and as of the date hereof as if made on and as of the date hereof, except that
any such representation and warranty that is given as of a particular date or
period and relates solely to such date or period is true and correct in all
material respects only as of such date or period; and
(c) This Amendment has been duly authorized executed and
delivered so as to constitute the legal, valid and binding obligation of the
Borrowers party thereto, enforceable in accordance with its respective terms.
4. Conditions Precedent. The effectiveness of the amendments set
forth herein is subject to the fulfillment, to the satisfaction of the Agent and
its counsel, of the following conditions precedent:
(a) The Borrowers shall have delivered to the Agent the
following, all of which shall be in form and substance satisfactory to the Agent
and shall be duly completed and executed:
(i) This Amendment;
(ii) Such additional documents, certificates, and
information as the Agent may require pursuant to the
terms hereof or otherwise reasonably request.
(b) The representations and warranties set forth in the
Credit Agreement, as amended hereby, shall be true and correct in all material
respects on and as of the date hereof, except that any such representation and
warranty that is given as of a particular date or period and relates solely to
such date or period shall be true and correct in all material respects only as
of such date or period.
(c) No Default or Event of Default shall have occurred and
be continuing as of the date hereof.
5. Borrowers' Ratification. The Borrowers agree that they have
no defenses or set-offs against the Banks or the Agent or their respective
officers, directors, employees, agents or attorneys, with respect to the Credit
Agreement and the other Loan Documents, all of which are in full force and
effect, and that all of the terms and conditions of the Credit Agreement and the
other Loan Documents not inconsistent herewith shall remain in full force and
effect unless and until modified or amended in writing in accordance with their
terms. The Borrowers hereby ratify and confirm their respective obligations
under the Credit Agreement and the other Loan Documents and agree that the
execution and delivery of this Amendment does not in any way diminish or
invalidate any of their obligations thereunder.
6. Miscellaneous.
(a) All terms, conditions, provisions and covenants in the
Credit Agreement and the other Loan Documents and all other documents delivered
to the Agent and the Banks in connection therewith shall remain unaltered and in
full force and effect except as modified or amended hereby. To the extent that
any term or provision of this Amendment is or may be deemed expressly
inconsistent with any term or provision in the Credit Agreement or any of the
Loan Documents or any other document executed in connection therewith, the terms
and provisions hereof shall control.
(b) Except as set forth herein, the execution, delivery and
effectiveness of this Amendment shall neither operate as a waiver of any right,
power or remedy of the Agent
or the Banks under any of the Credit Agreement or the other Loan Documents nor
constitute a waiver of any Default or Event of Default thereunder.
(c) In consideration of the Agent's and the Banks' agreement
to amend the existing credit facility, the Borrowers hereby waive and release
the Agent and the Banks and their respective officers, attorneys, agents and
employees from any liability, suit, damage, claim, loss or expense of any kind
or failure whatsoever and howsoever arising that it ever had up until, or has as
of, the date of this Amendment.
(d) This Amendment constitutes the entire agreement of the
parties with respect to the subject matter hereof and supersedes all prior and
contemporaneous understandings and agreements.
(e) The Borrowers agree to pay all of the Agent's reasonable
out-of-pocket expenses incurred in connection with the preparation, negotiation
and execution of this Amendment including without limitation, the reasonable
fees and expenses of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP.
(f) In the event any provisions of this Amendment shall be
held invalid or unenforceable by any court of competent jurisdiction, such
holding shall not invalidate or render unenforceable any other provision hereof.
(g) This Amendment shall be governed by and construed
according to the laws of the Commonwealth of Pennsylvania.
(h) This Amendment shall inure to the benefit of, and be
binding upon, the parties hereto and their respective successors and assigns and
may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
(i) The headings used in this Amendment are for convenience
of reference only, do not form a part of this Amendment and shall not affect in
any way the meaning or interpretation of this Amendment.
(j) This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original, and all of which
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
TASTY BAKING COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Senior Vice President
TASTYKAKE INVESTMENT COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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President
TBC FINANCIAL SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Treasurer
TASTY BAKING OXFORD, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Treasurer
PNC BANK, NATIONAL ASSOCIATION, as a
Bank, as Swing Line Bank, as Issuing
Bank and as Agent
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
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Senior Vice President
CITIZENS BANK OF PENNSYLVANIA, as a
Bank
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Senior Vice President