Exhibit 10.1


 


EXECUTION COPY


 


FIRST AMENDMENT


 


FIRST
AMENDMENT, dated as of April 21, 2003 (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,
(f/k/a The Chase Manhattan 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. Amendments
to Credit Agreement.


 


(a)           Amendments to Section 1.  Section 1.1 of the Credit Agreement is hereby amended as follows:


 


(i)  by deleting the proviso to clause (vi) of the defined term
“Consolidated EBITDA” and substituting in lieu thereof the following new
proviso:


 


provided, that the
portion of such charges for non-recurring items representing cash charges so
added to Consolidated Net Income shall not exceed a cumulative amount of
$20,000,000 from and after August 24, 2002


 


(ii) 
by deleting the defined term “L/C Commitment” and substituting in lieu
thereof the following: 


 

















 


“L/C
Commitment”: $175,000,000.


 


(iii)  by deleting the table set forth in the defined term “Pricing
Grid” in its entirety and substituting in lieu thereof the table set forth in
Annex 1 hereto.


 


(b) Amendments to Section 4.  (i) 
Section 4.1 of the Credit Agreement is hereby amended by deleting such
section in its entirety and substituting in lieu thereof the following:


 


4.1           Financial Condition.  The audited consolidated balance sheets of
Holdings and its Subsidiaries as at June 1, 2002, and the related consolidated
statements of income and of cash flows for the fiscal year ended on such date,
reported on by and accompanied by an unqualified report from Deloitte &
Touche, present fairly in all material respects the consolidated financial
condition of Holdings and its consolidated Subsidiaries as at such date, and
the consolidated results of its operations and its consolidated cash flows for
the fiscal year then ended.  The
unaudited consolidated balance sheets of Holdings as at August 24, 2002,
November 16, 2002 and March 8, 2003, and the related unaudited consolidated
statements of income and cash flows for the three-month periods ended on such
dates, present fairly in all material respects the consolidated financial
condition of Holdings and its consolidated Subsidiaries as at such dates, and
the consolidated results of its operations and its consolidated cash flows for
the periods then ended (subject to normal year-end audit
adjustments).  All such financial
statements, including the related schedules and notes thereto, have been
prepared in accordance with GAAP applied consistently throughout the periods
involved (except as approved by the aforementioned firm of accountants and
disclosed therein).  Such financial
statements and the notes thereto disclose all material liabilities, direct or
contingent, of the Group Members that are required to be so disclosed under
GAAP.  During the period from June 1,
2002 to and including the date hereof there has been no Disposition by any
Group Member of any material part of its business or property.


 


(ii) Section 4.2 is amended by
deleting such section in its entirety and substituting in lieu thereof the
following:


 


4.2           No
Change.  There has been no material
adverse change in the business, assets, operations or financial condition of
Holdings and the Subsidiaries, taken as a whole, since June 1, 2002.


 


(c)  Amendments to Section 7. 
(i)  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:


 


1

















 




	
  Fiscal Quarter

  	
   

  	
  Consolidated

  Leverage Ratio

  	
   

  
	
  May 31, 2003

  	
   

  	
  3.10 to 1.00

  	
   

  
	
  August 23, 2003

  	
   

  	
  3.75 to 1.00

  	
   

  
	
  November 15,
  2003

  	
   

  	
  3.75 to 1.00

  	
   

  
	
  March 6, 2004

  	
   

  	
  3.75 to 1.00

  	
   

  
	
  May 29, 2004

  	
   

  	
  3.25 to 1.00

  	
   

  
	
  August 21, 2004

  	
   

  	
  3.00 to 1.00

  	
   

  
	
  November 13,
  2004 and thereafter

  	
   

  	
  2.75 to 1.00

  	
   

  






 


(ii)  Section 7.1(b) of the Credit Agreement is hereby amended by
deleting such subsection in its entirety and substituting in lieu thereof the
following:


 


(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:


 




	
  Fiscal Quarter

  	
   

  	
  Consolidated Interest

  Coverage Ratio

  	
   

  
	
  May 31, 2003

  	
   

  	
  4.75 to 1.00

  	
   

  
	
  August 23, 2003

  	
   

  	
  3.75 to 1.00

  	
   

  
	
  November 15,
  2003

  	
   

  	
  3.55 to 1.00

  	
   

  
	
  March 6, 2004

  	
   

  	
  3.55 to 1.00

  	
   

  
	
  May 29, 2004

  	
   

  	
  4.00 to 1.00

  	
   

  
	
  August 21, 2004
  and thereafter

  	
   

  	
  5.00 to 1.00

  	
   

  






 


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


 


2

















 


(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 0.15% 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.]


 


3

















 


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/ Martha Gurwit

  
	
   

  	
  Name: Martha Gurwit

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  HARRIS TRUST & SAVINGS
  BANK, as an 

  Issuing Lender and a Lender

  
	
   

  	
   

  
	
   

  	
  By: /s/
  Karen L. Knudsen

  
	
   

  	
  Name: Karen Knudsen

  
	
   

  	
  Title: Vice President

  



 


4

















 


	
   

  	
  AGFIRST FARM CREDIT BANK

  
	
   

  	
   

  
	
   

  	
  By:  /s/ Richard N. Thorpe

  
	
   

  	
  Name: Richard N. Thorpe

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  AGSTAR FINANCIAL SERVICES,
  PCA

  
	
   

  	
   

  
	
   

  	
  By: /s/ James M. Grafing

  
	
   

  	
  Name: James M. Grafing

  
	
   

  	
  Title: SVP — Syndicated
  Finance

  
	
   

  	
   

  
	
   

  	
  AIG SUNAMERICA LIFE ASSURANCE
  CO.

  
	
   

  	
   

  
	
   

  	
  By: /s/ Steven S. Oh

  
	
   

  	
  Name: Steven S. Oh

  
	
   

  	
  Title: Authorized Agent

  
	
   

  	
   

  
	
   

  	
  AIMCO CDO SERIES 2000-A

  
	
   

  	
   

  
	
   

  	
  By: /s/ Chris Goergen

  
	
   

  	
  Name: Chris Goergen

  
	
   

  	
  Title: Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  By: /s/ Jerry D. Zinkula

  
	
   

  	
  Name: Jerry D. Zinkula

  
	
   

  	
  Title: Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  AIMCO CLO SERIES 2001-A

  
	
   

  	
   

  
	
   

  	
  By: /s/ Chris Goergen

  
	
   

  	
  Name: Chris Goergen

  
	
   

  	
  Title: Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  By: /s/ Jerry D. Zinkula

  
	
   

  	
  Name: Jerry D. Zinkula

  
	
   

  	
  Title: Authorized Signatory

  



 


5

















 


	
   

  	
  ALLSTATE LIFE INSURANCE
  COMPANY

  
	
   

  	
   

  
	
   

  	
  By: /s/ Chris Goergen

  
	
   

  	
  Name: Chris Goergen

  
	
   

  	
  Title: Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  By: /s/ Jerry D. Zinkula

  
	
   

  	
  Name: Jerry D. Zinkula

  
	
   

  	
  Title: Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  BANCO ESPIRITO SANTO S.A.,
  NASSAU BRANCH

  
	
   

  	
   

  
	
   

  	
  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 HAPOALIM B.M.

  
	
   

  	
   

  
	
   

  	
  By: /s/ James P. Surless

  
	
   

  	
  Name: James P. Surless

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  By: /s/ Laura Anne Raffa

  
	
   

  	
  Name: Laura Anne Raffa

  
	
   

  	
  Title: Senior Vice President
  & Corporate Manager

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
  By: /s/ William F. Sweeney

  
	
   

  	
  Name: William F. Sweeney

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
  BNP PARIBAS

  
	
   

  	
   

  
	
   

  	
  By: /s/ Jo Ellen Bender

  
	
   

  	
  Name: Jo Ellen Bender

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
  By: /s/ Peter Labrie

  
	
   

  	
  Name: Peter Labrie

  
	
   

  	
  Title: Central Region Manager

  



 


6

















 


	
   

  	
  BRYN MAWR CLO, LTD.

  
	
   

  	
   

  
	
   

  	
  By: /s/ Matt Stouffer

  
	
   

  	
  Name: Matt Stouffer

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  CASTLE HILL I — INGOTS, LTD.

  
	
   

  	
  By: Sankaty Advisors, LLC as
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
  By: /s/ Diane J. Exter

  
	
   

  	
  Name: Diane J. Exter

  
	
   

  	
  Title: Managing Director
  & Portfolio Manager

  
	
   

  	
   

  
	
   

  	
  CASTLE HILL II — INGOTS, LTD.

  
	
   

  	
  By: Sankaty Advisors, LLC as
  Collateral Manager

  
	
   

  	
   

  
	
   

  	
  By: /s/ Diane J. Exter

  
	
   

  	
  Name: Diane J. Exter

  
	
   

  	
  Title: Managing Director
  & Portfolio Manager

  
	
   

  	
   

  
	
   

  	
  CHINATRUST COMMERCIAL BANK
  NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
  By: /s/ John Teng

  
	
   

  	
  Name: John Teng

  
	
   

  	
  Title: EVP & Branch
  Manager

  
	
   

  	
   

  
	
   

  	
  CoBANK, ACB

  
	
   

  	
   

  
	
   

  	
  By: /s/ S. Richard Dill

  
	
   

  	
  Name: S. Richard Dill

  
	
   

  	
  Title: Vice President

  



 


7

















 


	
   

  	
  COMERICA BANK

  
	
   

  	
   

  
	
   

  	
  By: /s/ James B. Haeffner

  
	
   

  	
  Name: James B. Haeffner

  
	
   

  	
  Title: First Vice President

  
	
   

  	
   

  
	
   

  	
  COMMERCE BANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By: /s/ Lance Holden

  
	
   

  	
  Name: Lance Holden

  
	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
  COOPERATIEVE CENTRALE
  RAIFFEISEN-BOERENLEENBANK, B.A., “RABOBANK INTERNATIONAL” NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
  By: /s/ Brad Peterson

  
	
   

  	
  Name: Brad Peterson

  
	
   

  	
  Title: Executive Director

  
	
   

  	
   

  
	
   

  	
  By: /s/ Ian Reece

  
	
   

  	
  Name: Ian Reece

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
  CREDIT LYONNAIS NEW YORK
  BRANCH

  
	
   

  	
   

  
	
   

  	
  By: /s/ Lee E. Greve

  
	
   

  	
  Name: Lee E. Greve

  
	
   

  	
  Title: First Vice President

  
	
   

  	
   

  
	
   

  	
  FARM CREDIT BANK OF WICHITA

  
	
   

  	
   

  
	
   

  	
  By: /s/ Patrick Zeka

  
	
   

  	
  Name: Patrick Zeka

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  FARM CREDIT SERVICES OF
  AMERICA, PCA

  
	
   

  	
   

  
	
   

  	
  By: /s/ Bruce P. Rouse

  
	
   

  	
  Name: Bruce P. Rouse

  
	
   

  	
  Title: Vice President

  



 


8

















 


	
   

  	
  FARM CREDIT SERVICES OF
  MISSOURI, PCA

  
	
   

  	
   

  
	
   

  	
  By: /s/ Michael D. Scherer

  
	
   

  	
  Name: Michael D. Scherer

  
	
   

  	
  Title: Vice President,
  Agribusiness

  
	
   

  	
   

  
	
   

  	
  FRANKLIN CLO I, LIMITED

  
	
   

  	
   

  
	
   

  	
  By: /s/ David Ardini

  
	
   

  	
  Name: David Ardini

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  FRANKLIN CLO III, LIMITED

  
	
   

  	
   

  
	
   

  	
  By: /s/ David Ardini

  
	
   

  	
  Name: David Ardini

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  GALAXY CLO 1999-1 LTD.

  
	
   

  	
   

  
	
   

  	
  By: /s/ Steven S. Oh

  
	
   

  	
  Name: Steven S. Oh

  
	
   

  	
  Title: Authorized Agent

  
	
   

  	
   

  
	
   

  	
  HARBOUR TOWN FUNDING LLC

  
	
   

  	
   

  
	
   

  	
  By: /s/ Ann E. Morris

  
	
   

  	
  Name: Ann E. Morris

  
	
   

  	
  Title: Asst. Vice President

  
	
   

  	
   

  
	
   

  	
  IKB CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By: /s/ David Snyder

  
	
   

  	
  Name: David Snyder

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
  INDOSUEZ CAPITAL FUNDING VI,
  LIMITED

  
	
   

  	
   

  
	
   

  	
  By: /s/ Andrew Brady

  
	
   

  	
  Name: Andrew Brady

  
	
   

  	
  Title: Vice President

  



 


9

















 


	
   

  	
  ING PRIME RATE TRUST

  
	
   

  	
   

  
	
   

  	
  By: /s/ Jeffrey A. Bakalar

  
	
   

  	
  Name: Jeffrey A. Bakalar

  
	
   

  	
  Title: Sr. Vice President

  
	
   

  	
   

  
	
   

  	
  ING SENIOR INCOME FUND

  
	
   

  	
   

  
	
   

  	
  By: /s/ Jeffrey A. Bakalar

  
	
   

  	
  Name: Jeffrey A. Bakalar

  
	
   

  	
  Title: Sr. Vice President

  
	
   

  	
   

  
	
   

  	
  LIBERTY FLOATING RATE
  ADVANTAGE FUND

  
	
   

  	
   

  
	
   

  	
  By: /s/ James R. Fellows

  
	
   

  	
  Name: James R. Fellows

  
	
   

  	
  Title: Sr. Vice President
  & Portfolio Manager

  
	
   

  	
   

  
	
   

  	
  LONG LANE
  MASTER TRUST

  
	
   

  	
  By: Fleet
  National Bank as Trust Administrator

  
	
   

  	
   

  
	
   

  	
  By: /s/ Kevin Kearns

  
	
   

  	
  Name: Kevin Kearns

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
  MAPLEWOOD (CAYMAN) LIMITED

  
	
   

  	
   

  
	
   

  	
  By: /s/ Mary Ann McCarthy

  
	
   

  	
  Name: Mary Ann McCarthy

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
  MASSACHUSETTS MUTUAL LIFE
  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
  By: /s/ Mary Ann McCarthy

  
	
   

  	
  Name: Mary Ann McCarthy

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
  MITSUBISHI TRUST AND BANKING
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By: /s/ Ryo Magome

  
	
   

  	
  Name: Ryo Magome

  
	
   

  	
  Title: Sr. Vice President

  



 


10

















 


	
   

  	
  ML CLO XII PILGRIM AMERICA
  (CAYMAN) LTD.

  
	
   

  	
   

  
	
   

  	
  By: /s/ Jeffrey A. Bakalar

  
	
   

  	
  Name: Jeffrey A. Bakalar

  
	
   

  	
  Title: Sr. Vice President

  
	
   

  	
   

  
	
   

  	
  ML CLO XX PILGRIM AMERICA
  (CAYMAN) LTD.

  
	
   

  	
   

  
	
   

  	
  By: /s/ Jeffrey A. Bakalar

  
	
   

  	
  Name: Jeffrey A. Bakalar

  
	
   

  	
  Title: Sr. Vice President

  
	
   

  	
   

  
	
   

  	
  MONUMENT CAPITAL LTD.

  
	
   

  	
   

  
	
   

  	
  By: /s/ Joel Serebransky

  
	
   

  	
  Name: Joel Serebransky

  
	
   

  	
  Title: Senior Vice President

  
	
   

  	
   

  
	
   

  	
  MOUNTAIN CAPITAL CLO I, LTD.

  
	
   

  	
   

  
	
   

  	
  By: /s/ Chris Siddons

  
	
   

  	
  Name: Chris Siddons

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  MOUNTAIN CAPITAL CLO II, LTD.

  
	
   

  	
   

  
	
   

  	
  By: /s/ Chris Siddons

  
	
   

  	
  Name: Chris Siddons

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  MUIRFIELD TRADING LLC

  
	
   

  	
   

  
	
   

  	
  By: /s/ Ann E. Morris

  
	
   

  	
  Name: Ann E. Morris

  
	
   

  	
  Title: Asst. Vice President

  
	
   

  	
   

  
	
   

  	
  NATIONAL BANK OF KUWAIT,
  S.A.K., GRAND CAYMAN BRANCH

  
	
   

  	
   

  
	
   

  	
  By: /s/ Muhannad Kamal

  
	
   

  	
  Name: Muhannad Kamal

  
	
   

  	
  Title: General Manager

  
	
   

  	
   

  
	
   

  	
  By: /s/ Robert J. McNeill

  
	
   

  	
  Name: Robert J. McNeill

  
	
   

  	
  Title: Executive Manager

  



 


11

















 


	
   

  	
  NUVEEN SENIOR INCOME FUND

  
	
   

  	
   

  
	
   

  	
  By: /s/ L. Mason

  
	
   

  	
  Name: L. Mason

  
	
   

  	
  Title: Portfolio Manger

  
	
   

  	
   

  
	
   

  	
  OLYMPIC FUNDING TRUST, SERIES
  1999-1

  
	
   

  	
   

  
	
   

  	
  By: /s/ Ann E. Morris

  
	
   

  	
  Name: Ann E. Morris

  
	
   

  	
  Title: Authorized Agent

  
	
   

  	
   

  
	
   

  	
  PB CAPITAL

  
	
   

  	
   

  
	
   

  	
  By: /s/ Tyler J. McCarthy

  
	
   

  	
  Name: Tyler J. McCarthy

  
	
   

  	
  Title: Assistant Vice
  President

  
	
   

  	
   

  
	
   

  	
  By: /s/ Andrew Shipman

  
	
   

  	
  Name: Andrew Shipman

  
	
   

  	
  Title: Assistant Vice
  President

  
	
   

  	
   

  
	
   

  	
  PILGRIM AMERICA HIGH INCOME
  INVESTMENTS LTD.

  
	
   

  	
   

  
	
   

  	
  By: /s/ Jeffrey A. Bakalar

  
	
   

  	
  Name: Jeffrey A. Bakalar

  
	
   

  	
  Title: Sr. Vice President

  
	
   

  	
   

  
	
   

  	
  PILGRIM CLO 1999-1 LTD

  
	
   

  	
   

  
	
   

  	
  By: /s/ Jeffrey A. Bakalar

  
	
   

  	
  Name: Jeffrey A. Bakalar

  
	
   

  	
  Title: Sr. Vice President

  



 


12

















 


	
   

  	
  PROMETHEUS INVESTMENT FUNDING
  NO. 1 LTD.

  
	
   

  	
   

  
	
   

  	
  By: /s/ Charles P. Strause

  
	
   

  	
  Name: Charles P. Strause

  
	
   

  	
  Title: Associate Director

  
	
   

  	
   

  
	
   

  	
  By: /s/ Elizabeth Tallmadge

  
	
   

  	
  Name: Elizabeth Tallmadge

  
	
   

  	
  Title: Managing Director
  & Chief Investment Officer

  
	
   

  	
   

  
	
   

  	
  PROMETHEUS INVESTMENT FUNDING
  NO. 2 LTD.

  
	
   

  	
   

  
	
   

  	
  By: /s/ Charles P. Strause

  
	
   

  	
  Name: Charles P. Strause

  
	
   

  	
  Title: Associate Director

  
	
   

  	
   

  
	
   

  	
  By: /s/ Elizabeth Tallmadge

  
	
   

  	
  Name: Elizabeth Tallmadge

  
	
   

  	
  Title: Managing Director
  & Chief Investment Officer

  
	
   

  	
   

  
	
   

  	
  RACE POINT CLO, LIMITED

  
	
   

  	
  By: Sankaty
  Advisors, LLC as Collateral Manager

  
	
   

  	
   

  
	
   

  	
  By: /s/ Diane J. Exter

  
	
   

  	
  Name: Diane J. Exter

  
	
   

  	
  Title: Managing Director
  & Portfolio Manager

  
	
   

  	
   

  
	
   

  	
  RACE POINT II CLO, LIMITED

  
	
   

  	
  By: Sankaty
  Advisors, LLC as Collateral Manager

  
	
   

  	
   

  
	
   

  	
  By: /s/ Diane J. Exter

  
	
   

  	
  Name: Diane J. Exter

  
	
   

  	
  Title: Managing Director
  & Portfolio Manager

  



 


13

















 


	
   

  	
  SEQUILS-CUMBERLAND I, LTD.

  
	
   

  	
   

  
	
   

  	
  By: /s/ Matt Stouffer

  
	
   

  	
  Name: Matt Stouffer

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  SEQUILS — PILGRIM I, LTD

  
	
   

  	
   

  
	
   

  	
  By: /s/ Jeffrey A. Bakalar

  
	
   

  	
  Name: Jeffrey A. Bakalar

  
	
   

  	
  Title: Sr. Vice President

  
	
   

  	
   

  
	
   

  	
  SMOKY RIVER CDO, L.P.

  
	
   

  	
   

  
	
   

  	
  By: /s/ Melissa Marano

  
	
   

  	
  Name: Melissa Marano

  
	
   

  	
  Title: Partner

  
	
   

  	
   

  
	
   

  	
  SRF 2000 LLC

  
	
   

  	
   

  
	
   

  	
  By: /s/ Ann E. Morris

  
	
   

  	
  Name: Ann E. Morris

  
	
   

  	
  Title: Asst. Vice President

  
	
   

  	
   

  
	
   

  	
  SRF TRADING, INC.

  
	
   

  	
   

  
	
   

  	
  By: /s/ Ann E. Morris

  
	
   

  	
  Name: Ann E. Morris

  
	
   

  	
  Title: Asst. Vice President

  
	
   

  	
   

  
	
   

  	
  STEIN ROE & FARNHAM CLO
  I, LTD.

  
	
   

  	
   

  
	
   

  	
  By: /s/ James R. Fellows

  
	
   

  	
  Name: James R. Fellows

  
	
   

  	
  Title: Sr. Vice President
  & Portfolio Manager

  



 


14

















 


	
   

  	
  SUNAMERICA LIFE INSURANCE CO.

  
	
   

  	
   

  
	
   

  	
  By: /s/ Steven S. Oh

  
	
   

  	
  Name: Steven S. Oh

  
	
   

  	
  Title: Authorized Agent

  
	
   

  	
   

  
	
   

  	
  SUNTRUST BANK

  
	
   

  	
   

  
	
   

  	
  By: /s/ Michael Lapresi

  
	
   

  	
  Name: Michael Lapresi

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  THE BANK OF EAST ASIA,
  LIMITED

  
	
   

  	
   

  
	
   

  	
  By: /s/ David Loh

  
	
   

  	
  Name: David Loh

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  By: /s/ Victor Li

  
	
   

  	
  Name: Victor Li

  
	
   

  	
  Title: Vice President &
  General Manger

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  
	
   

  	
  By: /s/ John-Paul Marotta

  
	
   

  	
  Name: John-Paul Marotta

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NOVA SCOTIA

  
	
   

  	
   

  
	
   

  	
  By: /s/ V. Gibson

  
	
   

  	
  Name: V. Gibson

  
	
   

  	
  Title: Assistant Agent

  



 


15

















 


	
   

  	
  THE DEVELOPMENT BANK OF
  SINGAPORE LTD., 

  LOS ANGELES AGENCY

  
	
   

  	
   

  
	
   

  	
  By: /s/ Chee Kien, Ong

  
	
   

  	
  Name: Chee Kien, Ong

  
	
   

  	
  Title: General Manager

  
	
   

  	
   

  
	
   

  	
  THE SUMITOMO TRUST &
  BANKING CO., LTD.

  
	
   

  	
   

  
	
   

  	
  By: /s/ Elizabeth A. Quirk

  
	
   

  	
  Name: Elizabeth A. Quirk

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  TORONTO DOMINION (NEW YORK),
  INC.

  
	
   

  	
   

  
	
   

  	
  By: /s/ Susan K. Strong

  
	
   

  	
  Name: Susan K. Strong

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  UMB BANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By: /s/ Thomas S. Terry

  
	
   

  	
  Name: Thomas S. Terry

  
	
   

  	
  Title: Sr. Vice President

  
	
   

  	
   

  
	
   

  	
  US BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By: /s/ David F. Higbee

  
	
   

  	
  Name: David F. Higbee

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  VAN KAMPEN CLO I, LIMITED

  
	
   

  	
   

  
	
   

  	
  By: /s/ William Lenga

  
	
   

  	
  Name: William Lenga

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  VAN KAMPEN CLO II, LIMITED

  
	
   

  	
   

  
	
   

  	
  By: /s/ William Lenga

  
	
   

  	
  Name: William Lenga

  
	
   

  	
  Title: Vice President

  



 


16

















 


	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By: /s/ Anthony D. Braxton

  
	
   

  	
  Name: Anthony D. Braxton

  
	
   

  	
  Title: Director

  



 


17

















 


ANNEX I


 


PRICING GRID


 


	
  Level 

  (based on the senior 

  secured debt rating 

  of Holdings and the Borrowers)

  	
   

  	
  Facility 

  Fee 

  Rate

  	
   

  	
  Applicable 

  Margin for

  Eurodollar 

  Revolving

  Loans

  	
   

  	
  Applicable

  Margin for

  ABR 

  Revolving 

  Loans

  	
   

  	
  Applicable 

  Margin for

  Eurodollar

  Tranche A 

  Term Loans

  	
   

  	
  Applicable

  Margin for 

  ABR

  Tranche A Term Loans

  	
   

  	
  Applicable

  Margin for

  Eurodollar 

  Tranche B 

  Term Loans

  	
   

  	
  Applicable  

  Margin for  

  ABR Tranche B

  Term Loans

  	
   

  	
  Applicable 

  Margin for 

  Eurodollar 

  Tranche C 

  Term Loans

  	
   

  	
  Applicable 

  Margin  

  for ABR 

  Tranche C Term Loans

  	
   

  
	
  Level I 

  

  Equal to or greater than BBB and Baa2 by S&P and Moody’s

  	
   

  	
  .375

  	
  %

  	
  0.875

  	
  %

  	
  0.000

  	
  %

  	
  1.250

  	
  %

  	
  0.250

  	
  %

  	
  2.250

  	
  %

  	
  1.250

  	
  %

  	
  2.000

  	
  %

  	
  1.000

  	
  %

  
	
  Level II

  

  BBB- and Baa3 by S&P and Moody’s

  	
   

  	
  .375

  	
  %

  	
  1.1250

  	
  %

  	
  0.1250

  	
  %

  	
  1.500

  	
  %

  	
  0.500

  	
  %

  	
  2.250

  	
  %

  	
  1.250

  	
  %

  	
  2.000

  	
  %

  	
  1.000

  	
  %

  
	
  Level III

  

  BB+ and Ba1 by S&P and Moody’s

  	
   

  	
  .500

  	
  %

  	
  1.500

  	
  %

  	
  0.500

  	
  %

  	
  2.000

  	
  %

  	
  1.000

  	
  %

  	
  2.500

  	
  %

  	
  1.500

  	
  %

  	
  2.250

  	
  %

  	
  1.250

  	
  %

  
	
  Level IV

  

  BB and Ba2 by S&P and Moody’s

  	
   

  	
  .500

  	
  %

  	
  2.000

  	
  %

  	
  1.000

  	
  %

  	
  2.500

  	
  %

  	
  1.500

  	
  %

  	
  2.750

  	
  %

  	
  1.750

  	
  %

  	
  2.500

  	
  %

  	
  1.500

  	
  %

  
	
  Level V

  

  Less than or equal to BB- and Ba3 by S&P and Moody’s

  	
   

  	
  .500

  	
  %

  	
  2.250

  	
  %

  	
  1.250

  	
  %

  	
  2.750

  	
  %

  	
  1.750

  	
  %

  	
  3.000

  	
  %

  	
  2.000

  	
  %

  	
  2.750

  	
  %

  	
  1.750

  	
  %

  



 


5