0000950137-08-014287 Sample Contracts

SILVER POINT FINANCE, LLC MONARCH MASTER FUNDING LTD
Interstate Bakeries Corp/De/ • December 5th, 2008 • Bakery products • New York

Reference is made to that certain letter agreement (including the exhibits attached thereto, the “Commitment Letter”), dated as of September 12, 2008, by and among Silver Point Finance, LLC (“Silver Point”), Monarch Master Funding LTD (“Monarch” and, together with Silver Point, the “Commitment Parties”), Interstate Bakeries Corporation (“IBC”) and Interstate Brands Corporation (“Brands” and, together with IBC, the “Borrowers”) relating to the commitment of the Commitment Parties to provide to the Borrowers a secured term loan facility in an aggregate principal amount of $339,000,000, subject to increase in accordance with the terms of the Commitment Letter (the “Commitment Amount”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Commitment Letter.

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Contract
First Amendment • December 5th, 2008 • Interstate Bakeries Corp/De/ • Bakery products • New York

FIRST AMENDMENT (this “Amendment”) dated as of December 1, 2008 to the INVESTMENT AGREEMENT (the “Investment Agreement”) dated as of September 26, 2008, between INTERSTATE BAKERIES CORPORATION, a Delaware corporation (the “Company”), and IBC INVESTORS I, LLC, a Delaware limited liability company (“Investor”).

Interstate Bakeries Corporation Interstate Brands Corporation $125,000,000 Senior Secured Revolving Credit Facility Amendment to Commitment Letter
Interstate Bakeries Corp/De/ • December 5th, 2008 • Bakery products

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.

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