SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

This SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of November 29, 2007 (the “Second Amendment”), is entered into by and among INTERSTATE BAKERIES CORPORATION, a Delaware corporation (“Parent Borrower”), a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, each of the direct and indirect subsidiaries of the Parent Borrower party to the Credit Agreement (as defined below) (each individually a “Subsidiary Borrower” and collectively the “Subsidiary Borrowers”; and together with the Parent Borrower, the “Borrowers”), each of which is a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, JPMORGAN CHASE BANK, N.A., a national banking association (“JPMCB”), and each of the other commercial banks, finance companies, insurance companies or other financial institutions or funds from time to time party to the Credit Agreement (together with JPMCB, the “Lenders”), JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent (the “Administrative Agent”) for the Lenders, and JPMORGAN CHASE BANK, N.A., a national banking association, as collateral agent (the “Collateral Agent”) for the Lenders.

WITNESSETH:

WHEREAS, the Borrowers, the Lenders and the Administrative Agent are parties to that certain Amended and Restated Revolving Credit Agreement, dated as of February 16, 2007, as amended by that certain First Amendment to Amended and Restated Revolving Credit Agreement dated as of October 1, 2007  (as amended, the “Credit Agreement”), pursuant to which the Lenders have made available to the Borrowers a revolving credit and letter of credit facility in an aggregate principal amount not to exceed $200,000,000;

WHEREAS, the Borrowers have requested that the Lenders amend and supplement the Credit Agreement to reflect certain modifications to the Credit Agreement; and

WHEREAS, the Lenders have agreed to amend and supplement the Credit Agreement to reflect certain modifications to the Credit Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.         Definitions.  Capitalized terms used and not otherwise defined in this Second Amendment are used as defined in the Credit Agreement.

 

Section 2.         Amendments to Credit Agreement.  Subject to the conditions set forth in Section 3 hereof, Section 5.12 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

 

Section 5.12  Revised Plan.  If requested in a writing delivered by the Administrative Agent to the Borrowers after January 29, 2008, the Borrowers

 

 

 

 

 

shall deliver to the Administrative Agent and the Lenders within twenty-one days of receipt of such written request a revised plan which details the Borrowers’ proposed strategy for maximizing the value of their estates, including, without limitation, through a sale of the Borrowers and/or their assets in their entirety, or in a series of transactions, and cash flows resulting from such transactions, which revised plan shall be in form and substance satisfactory to the Administrative Agent; provided, however, that the Borrowers shall not be required to deliver such revised plan in the event that on or before January 29, 2008, (i) the Borrowers have publicly announced an agreement in principle with both the Bakery, Confectionery, Tobacco Workers and Grain Millers International Union (“BCTGM”) and the International Brotherhood of Teamsters (“IBT”), in each case regarding modifications to the existing collective bargaining agreements with BCTGM and IBT, respectively, which provide for union alignment to a more capable and more cost-effective path-to-market, certain health and welfare concessions, and increased work rule flexibility, and (ii) Silver Point Finance, L.L.C. (or, if the Borrowers are authorized by the Bankruptcy Court to enter into an alternative commitment for exit financing, then the approved provider of such alternate exit financing) has publicly announced its support of such agreements with BCTGM and IBT.

Section 3.        Effectiveness.  The effectiveness of this Second Amendment is conditioned upon:  (i) the Administrative Agent’s receipt of executed counterparts of this Second Amendment which, when taken together, bear the signatures of the Borrowers and the Required Lenders (or, in the case of any party as to which an executed counterpart shall not have been received, the Administrative Agent shall have received written confirmation from such party of execution of a counterpart hereof by such party); and (ii) the Borrowers’ payment of any unpaid balance of the fees and expenses due and payable by the Borrowers pursuant to the Loan Documents.  The amendments contemplated by this Second Amendment shall be effective on the first Business Day on which the foregoing conditions are fully satisfied.

 

Section 4.         Representations and Warranties.  Each Borrower represents and warrants to the Lenders that:

 

4.1        After giving effect to the amendments contained herein and taking into account all prior written waivers and amendments in respect of the Credit Agreement, the  representations and warranties of the Borrowers contained in Section 3 of the Credit Agreement are true and correct in all material respects on and as of the date hereof as if such representations and warranties had been made on and as of the date hereof (except to the extent that any such representations and warranties specifically relate to an earlier date); and

 

4.2        After giving effect to the amendments contained herein and taking into account all prior written waivers and amendments in respect of the Credit Agreement, (i) each Borrower is in compliance with all the terms and provisions set forth in the Credit Agreement, and (ii) no Event of Default has occurred and is continuing or would result from the execution, delivery and performance of this Second Amendment.

 

 

 

Section 5.         Choice of Law. THIS SECOND AMENDMENT SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE AND THE BANKRUPTCY CODE.

 

Section 6.         Full Force and Effect.  Except as specifically amended or waived hereby, all of the terms and conditions of the Credit Agreement shall remain in full force and effect, and the same are hereby ratified and confirmed.  No reference to this Second Amendment need be made in any instrument or document at any time referring to the Credit Agreement, and a reference to the Credit Agreement in any such instrument or document shall be deemed a reference to the Credit Agreement as amended hereby.

 

Section 7.         Counterparts; Electronic Signatures.  This Second Amendment may be executed in any number of counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same agreement.  The Administrative Agent may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

 

Section 8.         Headings.  Section headings used herein are for convenience only and are not to affect the construction of or be taken into consideration in interpreting this Second Amendment.

 

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