ibc_ex10-1.htm


    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.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    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.

     

    [REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK]

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

     

    
      
         

          
            	 	
                    BORROWERS:

                  
	 	 
	 	
                    INTERSTATE
                      BAKERIES CORPORATION

                  
	 	 	 	 
	 	 	 	 
	 	
                    By:

                  	
                    /s/
                      J. Randall Vance

                  
	 	
                    Name:

                  	
                    J.
                      Randall Vance

                  
	 	
                    Title:

                  	
                    Senior
                      Vice President, Chief Financial Officer and Treasurer

                  
	 	 	 	 
	 	 	 	 
	 	
                    ARMOUR
                      AND MAIN REDEVELOPMENT CORPORATION

                  
	 	 	 	 
	 	 	 	 
	 	
                    By:

                  	
                    /s/
                      J. Randall Vance

                  
	 	
                    Name:

                  	
                    J.
                      Randall Vance

                  
	 	
                    Title:

                  	
                    Treasurer

                  
	 	 	 	 
	 	 	 	 
	 	
                    BAKER’S
                      INN QUALITY BAKED GOODS, LLC

                  
	 	 	 	 
	 	 	 	 
	 	
                    By:

                  	
                    /s/
                      J. Randall Vance

                  
	 	
                    Name:

                  	
                    J.
                      Randall Vance

                  
	 	
                    Title:

                  	
                    Treasurer

                  
	 	 	 	 
	 	 	 	 
	 	
                    IBC
                      SALES CORPORATION

                  
	 	 	 	 
	 	 	 	 
	 	
                    By:

                  	
                    /s/
                      J. Randall Vance

                  
	 	
                    Name:

                  	
                    J.
                      Randall Vance

                  
	 	
                    Title:

                  	
                    Senior
                      Vice President, Chief Financial
                      Officer and Treasurer

                  
	 	 	 	 
	 	 	 	 


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          


          
            	 	
                    IBC
                      SERVICES, LLC

                  
	 	 	 	 
	 	 	 	 
	 	
                    By:

                  	
                    /s/
                      J. Randall Vance

                  
	 	
                    Name:

                  	
                    J.
                      Randall Vance

                  
	 	
                    Title:

                  	
                    Treasurer

                  
	 	 	 	 
	 	 	 	 
	 	
                    IBC
                      TRUCKING, LLC

                  
	 	 	 	 
	 	 	 	 
	 	
                    By:

                  	
                    /s/
                      J. Randall Vance

                  
	 	
                    Name:

                  	
                    J.
                      Randall Vance

                  
	 	
                    Title:

                  	
                    Treasurer

                  
	 	 	 	 
	 	 	 	 
	 	
                    INTERSTATE
                      BRANDS CORPORATION

                  
	 	 	 	 
	 	 	 	 
	 	
                    By:

                  	
                    /s/
                      J. Randall Vance

                  
	 	
                    Name:

                  	
                    J.
                      Randall Vance

                  
	 	
                    Title:

                  	
                    Senior
                      Vice President, Chief Financial
                      Officer and Treasurer

                  
	 	 	 	 
	 	 	 	 
	 	
                    NEW
                      ENGLAND BAKERY DISTRIBUTORS, LLC.

                  
	 	 	 	 
	 	 	 	 
	 	
                    By:

                  	
                    /s/
                      J. Randall Vance

                  
	 	
                    Name:

                  	
                    J.
                      Randall Vance

                  
	 	
                    Title:

                  	
                    Treasurer

                  
	 	 	 	 
	 	 	 	 


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          


          
            	 	
                    LENDERS:

                  
	 	 
	 	
                    JPMORGAN
                      CHASE BANK, N.A.

                    Individually
                      and as Administrative

                    Agent
                      and Collateral Agent

                  
	 	 	 	 
	 	 	 	 
	 	
                    By:

                  	
                    /s/
                      Susan E. Atkins

                  
	 	
                    Name:

                  	
                    Susan
                      Atkins

                  
	 	
                    Title:

                  	
                    Managing
                      Director

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    HIGHLAND
                      FLOATING RATE LIMITED LIABILITY COMPANY

                  
	 	 	 	 
	 	 	 	 
	 	
                    By:

                  	
                    /s/
                      M. Jason Blackburn

                  
	 	
                    Name:

                  	
                    M.
                      Jason Blackburn

                  
	 	
                    Title:

                  	
                    Treasurer

                  
	 	 	 	 
	 	 	 	 
	 	
                    HIGHLAND
                      FLOATING RATE ADVANTAGE FUND

                  
	 	 	 	 
	 	 	 	 
	 	
                    By:

                  	
                    /s/
                      M. Jason Blackburn

                  
	 	
                    Name:

                  	
                    M.
                      Jason Blackburn

                  
	 	
                    Title:

                  	
                    Treasurer

                  
	 	 	 	 
	 	 	 	 
	 	
                    PROSPECT
                      HARBOR CREDIT PARTNERS, LP

                  
	 	 	 	 
	 	 	 	 
	 	
                    By:

                  	
                    /s/
                      Alan K. Halfenger

                  
	 	
                    Name:

                  	
                    Alan
                      K. Halfenger

                  
	 	
                    Title:

                  	
                    Chief
                      Compliance Officer

                  
	 	 	 	
                    Assistant
                      Secretary

                  
	 	 	 	 
	 	 	 	 
	 	
                    SANKATY
                      HIGH YIELD PARTNERS II, L.P.

                  
	 	 	 	 
	 	 	 	 
	 	
                    By:

                  	
                    /s/
                      Alan K. Halfenger

                  
	 	
                    Name:

                  	
                    Alan
                      K. Halfenger

                  
	 	
                    Title:

                  	
                    Chief
                      Compliance Officer

                  
	 	 	 	
                    Assistant
                      Secretary

                  
	 	 	 	 
	 	 	 	 
	 	
                    THE
                      FOOTHILL GROUP, INC.

                  
	 	 	 	 
	 	 	 	 
	 	
                    By:

                  	
                    /s/
                      Dennis R. Ascher

                  
	 	
                    Name:

                  	
                    Dennis
                      R. Ascher

                  
	 	
                    Title:

                  	
                    Senior
                      Vice President

                  
	 	 	 	 
	 	 	 	 
	 	
                    GENERAL
                      ELECTRIC CAPITAL CORPORATION

                  
	 	 	 	 
	 	 	 	 
	 	
                    By:

                  	
                    /s/
                      Robert M. Reeg

                  
	 	
                    Name:

                  	
                    Robert
                      M. Reeg

                  
	 	
                    Title:

                  	
                    Duly
                      Authorized Signator

                  
	 	 	 	 
	 	 	 	 
	 	
                    SPCP
                      GROUP, L.L.C.

                  
	 	 	 	 
	 	 	 	 
	 	
                    By:

                  	
                    /s/
                      Richard Petrilli

                  
	 	
                    Name:

                  	
                    Richard
                      Petrilli

                  
	 	
                    Title:

                  	
                    Authorized
                      Signatory

                  
	 	 	 	 
	 	 	 	 
	 	
                    CAPITAL
                      SOURCE FINANCE LLC

                  
	 	 	 	 
	 	 	 	 
	 	
                    By:

                  	
                    /s/
                      Albert Rocha

                  
	 	
                    Name:

                  	
                    Albert
                      Rocha

                  
	 	
                    Title:

                  	
                    Senior
                      Counsel