exv10w3






Exhibit 10.3




Execution Version




CONFIDENTIAL




December 5, 2008




Interstate Bakeries Corporation

Interstate Brands Corporation

12 East Armour Boulevard

Kansas City, MO 64111

Attention: Mr. Randall Vance, Chief Financial Officer




Interstate Bakeries Corporation

Interstate Brands Corporation

$125,000,000 Senior Secured Revolving Credit Facility

Amendment to Commitment Letter




Ladies and Gentlemen:




     Reference is made to that certain letter agreement (including the exhibits and schedules
attached thereto, the “Commitment Letter”), dated as of September 12, 2008, by and among
General Electric Capital Corporation (“GE Capital”) and GE Capital Markets, Inc.
(“GECM” and, together with GE Capital, the “Commitment Parties”), Interstate
Bakeries Corporation (“IBC”), Interstate Brands Corporation (“Brands” and, together
with IBC, the “Borrowers”), and IBC Investors I, LLC, relating to the commitment of the
Commitment Parties to provide to the Borrowers a secured revolving credit facility in an aggregate
principal amount of up to $125,000,000. Capitalized terms used but not defined herein shall have
the meaning ascribed to such terms in the Commitment Letter.



     WHEREAS, on October 3, 2008, the Acquired Business and certain holders of the indebtedness
under the Company’s prepetition credit agreement reached a settlement (the “Settlement”)
with the Official Committee of Unsecured Creditors appointed in the Chapter 11 cases of the
Acquired Business which contemplates an increase of the commitment under the Term Loan Facility
from $339,150,000 to $344,000,000, and a decrease in the commitment under the Third-Lien Debt from
$147,300,000 to $142,300,000;



     WHEREAS, on October 30, 2008, the Bankruptcy Court approved the Disclosure Statement With
Respect to Amended Joint Plan of Reorganization of Interstate Bakeries Corporation and Its
Affiliated Debtors and Debtors-in-Possession Dated October 31, 2008, whereby the Bankruptcy Court,
among other things, permitted the Borrowers to solicit acceptances and rejections with respect to
the Amended Joint Plan of Reorganization of Interstate Bakeries Corporation and Its Affiliated
Debtors and Debtors-in-Possession Dated October 31, 2008 (the “Plan”); and



     WHEREAS, in order to reflect the terms of the Settlement, the Borrowers and Holdings have
requested that the Commitment Parties amend the Commitment Letter on the terms and conditions set
forth below.



     NOW, THEREFORE, in consideration of the mutual agreements contained herein, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:



 









 





     The definition of the term “Plan” as set forth in the first sentence of the first paragraph of
the Commitment Letter is amended in its entirety to read as such term is defined in the third full
grammatical paragraph of this letter agreement (this “Amendment”).



     The last sentence of the first paragraph of the Commitment Letter is hereby amended as
follows:




     (a) the reference to “$339,150,000” in clause (a) thereof is hereby
deleted and replaced with “$344,000,000”; and




     (b) the reference to “$147,300,000” in clause (b) thereof is hereby
deleted and replaced with “$142,300,000”.



     Paragraph 3 of Schedule I to the Commitment Letter Summary of Terms is hereby amended as
follows:




     (a) the reference to “Exhibit B” in clause (i) thereof is hereby deleted and
replaced with “Exhibit B (as amended by that certain letter agreement, dated
December 3, 2008 to the Commitment Letter, dated September 12, 2008, between Silver
Point Finance, LLC Monarch Master Funding LTD, IBC and Brands)”;




     (b) the reference to “Exhibit H” in clause (ii) thereof is hereby deleted and
replaced with “Exhibit H (as amended by that certain First Amendment, dated December
1, 2008 to the Investment Agreement, dated as of September 26, 2008, between IBC and
IBC Investors I, LLC)”; and




     (c) the reference to “Exhibit C” in clause (iii) thereof is hereby deleted and
replaced with “Exhibit C (as amended by that certain First Amendment, dated December
1, 2008 to the Investment Agreement, dated as of September 26, 2008, between IBC and
IBC Investors I, LLC)”.



     This Amendment shall become effective as of the date first hereinabove written when each of
the Borrowers, Holdings and the Commitment Parties shall have duly executed and delivered this
Amendment to GE Capital. Upon such effectiveness, each reference in the Commitment Letter or the
Term Sheet to “this Commitment Letter”, “hereunder”, “hereof” or words of like import referring to
the Commitment Letter, shall mean a reference to the Commitment letter, as amended hereby.



     Except as expressly amended hereby, all terms and conditions of the Commitment Letter remain
in full force and effect. This Amendment may be executed in any number of counterparts, each of
which shall be an original, and all of which, when taken together, shall constitute one agreement.
Delivery of an executed signature page of this Amendment by facsimile or electronic transmission
shall be effective as delivery of a manually executed counterpart hereof. This Amendment shall be
governed by, and construed in accordance with, the laws of the State of New York.



     Please indicate your acceptance of the terms hereof by signing in the appropriate space below
and returning to GE Capital on behalf of the Commitment Parties such signature pages.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]





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	Sincerely,	 	 
	 
	 	 	 	 
	GENERAL ELECTRIC CAPITAL CORPORATION	 	 
	By: 

Name:




	 	/s/ Michelle Handy
 

Michelle Handy
	 	 
	Title:

	 	Duly Authorized Signatory	 	 
	 
	 	 	 	 
	AGREED AND ACCEPTED	 	 
	THIS 5TH DAY OF DECEMBER, 2008.	 	 
	 
	 	 	 	 
	INTERSTATE BAKERIES CORPORATION	 	 
	 
	 	 	 	 
	By: 

Name:




	 	/s/ J. Randall Vance
 

J. Randall Vance
	 	 
	Title:

	 	SVP, CFO and Treasurer	 	 
	 
	 	 	 	 
	INTERSTATE BRANDS CORPORATION	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ J. Randall Vance
 

J. Randall Vance
	 	 
	Title:

	 	SVP, CFO and Treasurer	 	 
	 
	 	 	 	 
	AGREED AND ACCEPTED, for the purposes of the provisions set forth under heading “Rights of
Holdings” in the Commitment Letter only.
	THIS 5th DAY OF DECEMBER, 2008.	 	 
	 
	 	 	 	 
	IBC INVESTORS I, LLC	 	 
	By: 

Name:




	 	/s/ Chris Minnetian
 

Chris Minnetian
	 	 
	Title: