**Exhibit 10.1**

 

EXECUTION COPY

 

FIRST AMENDMENT

 

FIRSTAMENDMENT, dated as of April 21, 2003 (this “Amendment”), to the Amendedand 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 totime parties thereto (the “Lenders”), THE BANK OF NOVA SCOTIA, BNPPARIBAS COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. “RABOBANKINTERNATIONAL”, NEW YORK BRANCH, and SUNTRUST BANK, each as a co-documentationagent, 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 havemade, certain loans and other extensions of credit to the Borrowers;

 

WHEREAS, theBorrowers have requested, and, upon this Amendment becoming effective, theLenders have agreed, that certain provisions of the Credit Agreement be amendedas set forth below;

 

NOW,THEREFORE, the parties hereto hereby agree as follows:

#  

SECTION 1. DefinedTerms.  Terms defined in the CreditAgreement and used herein shall have the meanings given to them in the CreditAgreement.

#  

# SECTION 2. Amendmentsto 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 newproviso:

 

## provided, that theportion of such charges for non-recurring items representing cash charges soadded 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 lieuthereof the following: 

 

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# “L/CCommitment”: $175,000,000.

##  

## (iii)  by deleting the table set forth in the defined term “PricingGrid” in its entirety and substituting in lieu thereof the table set forth inAnnex 1 hereto.

##  

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

 

4.1           Financial Condition.  The audited consolidated balance sheets ofHoldings and its Subsidiaries as at June 1, 2002, and the related consolidatedstatements 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 financialcondition of Holdings and its consolidated Subsidiaries as at such date, andthe consolidated results of its operations and its consolidated cash flows forthe fiscal year then ended.  Theunaudited consolidated balance sheets of Holdings as at August 24, 2002,November 16, 2002 and March 8, 2003, and the related unaudited consolidatedstatements of income and cash flows for the three-month periods ended on suchdates, present fairly in all material respects the consolidated financialcondition of Holdings and its consolidated Subsidiaries as at such dates, andthe consolidated results of its operations and its consolidated cash flows forthe periods then ended (subject to normal year-end auditadjustments).  All such financialstatements, including the related schedules and notes thereto, have beenprepared in accordance with GAAP applied consistently throughout the periodsinvolved (except as approved by the aforementioned firm of accountants anddisclosed therein).  Such financialstatements and the notes thereto disclose all material liabilities, direct orcontingent, of the Group Members that are required to be so disclosed underGAAP.  During the period from June 1,2002 to and including the date hereof there has been no Disposition by anyGroup Member of any material part of its business or property.

##  

## (ii) Section 4.2 is amended bydeleting such section in its entirety and substituting in lieu thereof thefollowing:

##  

## 4.2           NoChange.  There has been no materialadverse change in the business, assets, operations or financial condition ofHoldings and the Subsidiaries, taken as a whole, since June 1, 2002.

##  

## (c)  Amendments to Section 7. (i)  Section 7.1(a) of the CreditAgreement is hereby amended by deleting such section in its entirety andsubstituting in lieu thereof the following:

###  

### (a)  Consolidated Leverage Ratio.  Permit the Consolidated Leverage Ratio as atthe last day of any period of four consecutive fiscal quarters of Holdingsending with any fiscal quarter set forth below to exceed the ratio set forthbelow opposite such fiscal quarter:

 

1

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| **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 bydeleting such subsection in its entirety and substituting in lieu thereof thefollowing:

 

### (b)  Consolidated Interest Coverage Ratio.  Permit the Consolidated Interest CoverageRatio as at the last day of any period of four consecutive fiscal quarters ofHoldings (or, if less, the number of full fiscal quarters subsequent to theClosing Date) ending with any fiscal quarter set forth below to be less thanthe 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. Conditionsto Effectiveness of Amendment.  ThisAmendment shall be effective on the date on which all of the followingconditions 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 RequiredLenders;

##  

## (b)           The Borrowers shall have paid all fees and expenses of theAdministrative Agent, including the reasonable fees and expenses of counsel tothe Administrative Agent;

##  

## (c)           After giving effect to the Amendment, no Default or Eventof Default shall have occurred and be continuing; and

##  

2

----

 

## (d)           The Administrative Agent shall have received an amendmentfee for the account of each Lender that consents to this Amendment in an amountequal to 0.15% of each such Lender’s Commitment.

#  

# SECTION 4. Representationsand Warranties.  Each of therepresentations and warranties made by each of Holdings and the Borrowers in orpursuant to the Loan Documents shall be true and correct in all materialrespects on and as of the date hereof as if made as of the date hereof, exceptfor representations and warranties expressly stated to relate to a specificearlier date, in which case such representations and warranties were true andcorrect in all material respects as of such earlier date; provided thateach reference to the Credit Agreement therein shall be deemed to be areference to the Credit Agreement after giving effect to this Amendment.

#  

# SECTION 5. Effecton the Loan Documents.  (a) Exceptas specifically amended above, the Credit Agreement and all other LoanDocuments shall continue to be in full force and effect and are hereby in allrespects ratified and confirmed.

 

(b)           The execution, delivery andeffectiveness 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 LoanDocuments, nor constitute a waiver of any provision of any of the LoanDocuments.

#  

# SECTION 6. Expenses.  Holdings and the Borrowers agree to pay orreimburse the Administrative Agent for all of its out-of-pocket costs andreasonable expenses incurred in connection with this Amendment, any otherdocuments prepared in connection herewith and the transaction contemplatedhereby, including, without limitation, the reasonable fees and disbursements ofcounsel to the Administrative Agent.

#  

# SECTION 7. Affirmationof 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 CreditAgreement and the documents related thereto to which they are a party are andshall remain in full force and effect after giving effect to the foregoingAmendment.

#  

# SECTION 8. GOVERNINGLAW.  THIS AMENDMENT AND THE RIGHTSAND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED ANDINTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

#  

# SECTION 9. Executionin Counterparts.  This Amendment maybe executed by one or more of the parties to this Amendment on any number ofseparate counterparts, and all of said counterparts taken together shall bedeemed to constitute one and the same instrument.

 

**[Remainder of page intentionally left blank.]**

 

3

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# IN WITNESSWHEREOF, the parties hereto have caused this Amendment to be duly executed anddelivered by their respective proper and duly authorized officers as of the dayand 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

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|   | 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

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|   | 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

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|   | 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

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|   | 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

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|   | 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

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|   | 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

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|   | 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

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|   | 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

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|   | 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

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|   | 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

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|   | 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

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|   | 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

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|   | WACHOVIA BANK, NATIONAL ASSOCIATION |
|--------|-------------------------------------|
|   |                                |
|   | By: /s/ Anthony D. Braxton          |
|   | Name: Anthony D. Braxton            |
|   | Title: Director                     |

 

17

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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 IIBBB- 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 IIIBB+ 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 IVBB 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 VLess 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

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