SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Revolving Credit Agreement

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ARMOUR AND MAIN REDEVELOPMENT CORPORATION | BAKER'S INN QUALITY BAKED GOODS, LLC | FOOTHILL GROUP, INC | IBC SALES CORPORATION | IBC SERVICES, LLC

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Title: SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Governing Law: New York Date: 5/12/2008
Industry: Food Processing Law Firm: Bryan Cave Sector: Consumer/Non-Cyclical

Exhibit 10.1

SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Among

INTERSTATE BAKERIES CORPORATION,

a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code,

as Parent Borrower,

CERTAIN OF THE DIRECT AND INDIRECT SUBSIDIARIES

OF INTERSTATE BAKERIES CORPORATION,

Debtors and Debtors-in-Possession under Chapter 11 of the Bankruptcy Code,

as Subsidiary Borrowers,

and

THE LENDERS PARTY HERETO,

and

JPMORGAN CHASE BANK, N.A.

as Administrative Agent

Dated as of May 9, 2008

SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

TABLE OF CONTENTS

Page No.

SECTION 1. DEFINITIONS		2

SECTION 1.1	Defined Terms	2
SECTION 1.2	Terms Generally	26
SECTION 1.3	Accounting Terms; GAAP	26

SECTION 2. AMOUNT AND TERMS OF CREDIT.		26

SECTION 2.1	Commitment of the Lenders.	26
SECTION 2.2	Availability of Commitment; Borrowing Base	27
SECTION 2.3	Letters of Credit	27
SECTION 2.4	Issuance	29
SECTION 2.5	Nature of Letter of Credit Obligations Absolute	30
SECTION 2.6	Making of Loans	30
SECTION 2.7	Repayment of Loans and Unreimbursed Draws; Evidence of Debt	31
SECTION 2.8	Interest on Loans	32
SECTION 2.9	Default Interest	32
SECTION 2.10	Optional Termination or Reduction of Commitment	32
SECTION 2.11	Alternate Rate of Interest	33
SECTION 2.12	Refinancing of Loans	33
SECTION 2.13	Mandatory Prepayment; Commitment Termination	34
SECTION 2.14	Optional Prepayment of Loans; Reimbursement of Lenders	35
SECTION 2.15	Reserve Requirements; Change in Circumstances	37
SECTION 2.16	Change in Legality	38
SECTION 2.17	Pro Rata Treatment, etc	38
SECTION 2.18	Taxes	39
SECTION 2.19	Certain Fees	41
SECTION 2.20	Commitment Fee	41
SECTION 2.21	Letter of Credit Fees	42
SECTION 2.22	Nature of Fees	42
SECTION 2.23	Priority and Liens	42
SECTION 2.24	Use of Cash Collateral	44
SECTION 2.25	Right of Set-Off	44
SECTION 2.26	Security Interest in Letter of Credit Account	44
SECTION 2.27	Payment of Obligations	45
SECTION 2.28	No Discharge; Survival of Claims	45
SECTION 2.29	Replacement of Certain Lenders	45

SECTION 3. REPRESENTATIONS AND WARRANTIES		46

SECTION 3.1	Organization and Authority	46

SECTION 3.2	Due Execution	46
SECTION 3.3	Statements Made	47
SECTION 3.4	Financial Statements	47
SECTION 3.5	Ownership	47
SECTION 3.6	Liens	48
SECTION 3.7	Compliance with Law	48
SECTION 3.8	Insurance	48
SECTION 3.9	The Orders	48
SECTION 3.10	Use of Proceeds	48
SECTION 3.11	Litigation	49
SECTION 3.12	Intellectual Property	49
SECTION 3.13	Taxes	49
SECTION 3.14	Investment Company Act; Other Regulations	49
SECTION 3.15	ERISA Matters	49

SECTION 4. CONDITIONS OF LENDING		50
SECTION 4.1	Conditions Precedent to Initial Loan and Initial Letter of Credit	50
SECTION 4.2	Conditions Precedent to Each Loan and Each Letter of Credit	51

SECTION 5. AFFIRMATIVE COVENANTS		52
SECTION 5.1	Financial Statements, Reports, etc	53
SECTION 5.2	Existence	55
SECTION 5.3	Insurance	55
SECTION 5.4	Obligations and Taxes	56
SECTION 5.5	Notice of Event of Default, etc.	56
SECTION 5.6	Access to Books and Records	56
SECTION 5.7	Maintenance of Concentration Account	57
SECTION 5.8	Borrowing Base Certificate	57
SECTION 5.9	Compliance with Laws	58
SECTION 5.10	Environmental Laws	58
SECTION 5.11	CEO	58
SECTION 5.12	Revised Plan	58

SECTION 6. NEGATIVE COVENANTS		59

SECTION 6.1	Liens	59
SECTION 6.2	Merger, etc	59
SECTION 6.3	Indebtedness	59
SECTION 6.4	Capital Expenditures	59
SECTION 6.5	EBITDA	60
SECTION 6.6	Guarantees and Other Liabilities	60
SECTION 6.7	Chapter 11 Claims	60
SECTION 6.8	Dividends; Capital Stock	60
SECTION 6.9	Transactions with Affiliates	60
SECTION 6.10	Investments, Loans and Advances	61

SECTION 6.11	Disposition of Assets	61
SECTION 6.12	Nature of Business	61
SECTION 6.13	Transactions among Borrowers	61
SECTION 6.14	Right of Subrogation among Borrowers	61
SECTION 6.15	Derivative Agreements	61
SECTION 6.16	Reorganization Plan	62
SECTION 6.17	Cash Restructuring Charges	62

SECTION 7. EVENTS OF DEFAULT		62

SECTION 7.1	Events of Default	62

SECTION 8. THE ADMINISTRATIVE AGENT		66

SECTION 8.1	Administration by Administrative Agent	66
SECTION 8.2	Advances and Payments	66
SECTION 8.3	Sharing of Setoffs	67
SECTION 8.4	Agreement of Required Lenders	68
SECTION 8.5	Liability of Administrative Agent	68
SECTION 8.6	Reimbursement and Indemnification	69
SECTION 8.7	Rights of Administrative Agent	69
SECTION 8.8	Independent Lenders	69
SECTION 8.9	Notice of Transfer	69
SECTION 8.10	Successor Administrative Agent	70

SECTION 9. MISCELLANEOUS		70

SECTION 9.1	Notices	70
SECTION 9.2	Survival of Agreement, Representations and Warranties, etc	71
SECTION 9.3	Successors and Assigns	71
SECTION 9.4	Confidentiality	74
SECTION 9.5	Expenses	74
SECTION 9.6	Indemnity	74
SECTION 9.7	Choice of Law	75
SECTION 9.8	No Waiver	75
SECTION 9.9	Extension of Maturity	75
SECTION 9.10	Amendments, etc	75
SECTION 9.11	Severability	76
SECTION 9.12	Headings	76
SECTION 9.13	Execution in Counterparts	77
SECTION 9.14	Prior Agreements; Inconsistencies	77
SECTION 9.15	Further Assurances	77
SECTION 9.16	Waiver of Jury Trial	77
SECTION 9.17	Subordination of Intercompany Indebtedness	77
SECTION 9.18	Certain Post Closing Matters	79
SECTION 9.19	USA Patriot Act	79

iii

Annex A-1 – Tranche A Commitment Amounts

Annex A-2 – Tranche B Commitment Amounts

Exhibit A - Form of Amendment Order

Exhibit B - Form of Security and Pledge Agreement

Exhibit C-1 - Form of Weekly Borrowing Base Certificate

Exhibit C-2 - Form of Monthly Borrowing Base Certificate

Exhibit D - Form of Opinion of Counsel

Exhibit E - Form of Assignment and Acceptance

Schedule 3.5 - Subsidiaries

Schedule 3.6 – Liens

Schedule 3.11 – Litigation

Schedule 3.12 - Intellectual Property

Schedule 6.9 - Transactions with Affiliates

Schedule 6.10 - Other Investments

Schedule 6.13 - Borrower Transaction Restrictions

Schedule 9.14 – Total Usage under the Prior Agreement

Schedule 9.18(b) – Jurisdictions where Borrowers are not in Good Standing

SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Dated as of May 9, 2008

SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of May 9, 2008, 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, and each of the direct and indirect subsidiaries of the Parent Borrower party to this Agreement (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 (the cases of the Borrowers, each a “ Case ” and collectively, the “ Cases ”), JPMORGAN CHASE BANK, N.A., a national banking association (formerly known as JPMorgan Chase Bank) (“ JPMCB ”), and each of the other commercial banks, finance companies, insurance companies or other financial institutions or funds from time to time party hereto (together with JPMCB, the “ Lenders ”), J.P. MORGAN SECURITIES INC., as lead arranger and book runner, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lenders, and JPMORGAN CHASE BANK N.A. (formerly known as JPMorgan Chase Bank), as collateral agent (in such capacity, the “ Collateral Agent ” ) for the Lenders.

INTRODUCTORY STATEMENT

WHEREAS, on September 22, 2004, the Borrowers filed voluntary petitions with the Bankruptcy Court initiating the Cases and have continued in the possession of their assets and in the management of their businesses pursuant to Sections 1107 and 1108 of the Bankruptcy Code; and

WHEREAS, the Borrowers are parties to that certain Amended and Restated Revolving Credit Agreement dated as of February 16, 2007, as amended from time to time prior to the date hereof (the “ Prior Agreement ”); and

WHEREAS, the Borrowers have applied to the Lenders for a revolving credit and letter of credit facility in an aggregate principal amount not to exceed $249,726,753.69 (subject to the terms and conditions of this Agreement); and

WHEREAS, the proceeds of the Loans will be used for (i) working capital, letters of credit and capital expenditures; (ii) other general corporate purposes of the Borrowers; (iii) payment of any related transaction costs, fees and expenses; and (iv) the costs of administration of the Cases, all as provided for herein; and

WHEREAS, all Letters of Credit issued and outstanding under the Prior Agreement as of the initial extension of credit under this Agreement and all borrowings outstanding thereunder on such date shall be deemed to be issued and outstanding under this Agreement and allocated pro rata among the Lenders in accordance with their Commitment Percentages; and

WHEREAS, to provide for the repayment of the Loans, the reimbursement of any draft drawn under a Letter of Credit and the payment of the other obligations of the Borrowers hereunder and under the other Loan Documents (including, without limitation, the Obligations of the Borrowers under Section 6.3(v)) , the Borrowers will provide to the Administrative Agent and the Lenders the following (each as more fully described herein):

(a) an allowed Superpriority Claim;

(b) a perfected first priority Lien, pursuant to Section 364(c)(2) of the Bankruptcy Code, upon all unencumbered property of the Borrowers and on all cash and cash equivalents in the Letter of Credit Account, provided that following the Termination Date, amounts in the Letter of Credit Account shall not be subject to the Carve-Out hereinafter referred to;

(c) a perfected Lien, pursuant to Section 364(c)(3) of the Bankruptcy Code, upon all property of the Borrowers that is subject to valid and perfected Permitted Liens that were in existence on the Filing Date or that is subject to valid Permitted Liens in existence on the Filing Date that were or are perfected subsequent to the Filing Date as permitted by Section 546(b) of the Bankruptcy Code; and

(d) a perfected first priority priming Lien, pursuant to Section 364(d)(1) of the Bankruptcy Code, upon all property of the Borrowers (including, without limitation, inventory, accounts receivable, rights under license agreements, and property, plant and equipment), that is subject to the existing Liens (the “ Primed Liens ”) which secure (i) the obligations of the Borrowers to the lenders party to the Pre-Petition Credit Agreement, and (ii) other obligations or indebtedness of the Borrowers, which first priority priming Lien in favor of the Administrative Agent and the Lenders shall be senior in all respects to all of the Primed Liens; and

WHEREAS, all of the claims granted hereunder in the Cases to the Administrative Agent and the Lenders shall be subject to the Carve-Out to the extent provided in Section 2.23 .

Accordingly, the parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS

SECTION 1.1 Defined Terms .

As used in this Agreement, the following terms shall have the meanings specified below:

“ ABA Pension Plan ” shall mean the American Bakers Association Retirement Plan, a defined benefit pension plan established in 1961 to provide pension benefits to certain employees of several unrelated companies in the baking industry, including, without limitation, the Borrowers.

“ ABR Loan ” shall mean any Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Section 2 .

“ Account ” shall mean any right to payment for goods sold in the ordinary course of business, regardless of how such right is evidenced and whether or not it has been earned by performance.

“ Account Debtor ” means, with respect to any Account, the obligor with respect to such Account.

“ Act ” shall have the meaning given such term in Section 9.19 .

“ Additional Credit ” shall have the meaning given such term in Section 4.2(d) .

“ Adjusted Eligible Accounts Receivable ” shall mean Eligible Accounts Receivable, minus the Dilution Reserve.

“ Adjusted LIBOR Rate ” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the quotient of (i) the LIBOR Rate in effect for such Interest Period divided by (ii) a percentage (expressed as a decimal) equal to 100% minus Statutory Reserves. For purposes hereof, the term “ LIBOR Rate ” shall mean the rate (rounded upwards, if necessary, to the next 1/16 of 1%) at which dollar deposits approximately equal in principal amount to such Eurodollar Borrowing and for a maturity comparable to such Interest Period are offered to the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period.

“ Administrative Agent ” shall have the meaning set forth in the Introduction.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affected Lender ” shall have the meaning given such term in Section 2.29 .

“ Affiliate ” shall mean, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, a Person (a “ Controlled Person ”) shall be deemed to be “controlled by” another Person (a “ Controlling Person ”) if the Controlling Person possesses, directly or indirectly, power to direct or cause the direction of the management and policies of the Controlled Person whether by contract or otherwise.

“ Agreement ” shall mean this Second Amended and Restated Revolving Credit Agreement, as the same may from time to time be amended, restated, modified or supplemented.

“ Alternate Base Rate ” shall mean, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof, “ Prime Rate ” shall mean the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate in effect at its principal office in New York City; each change in the

Prime Rate shall be effective on the date such change is publicly announced. “ Base CD Rate ” shall mean the sum of (i) the quotient of (a) the Three-Month Secondary CD Rate divided by (b) a percentage expressed as a decimal equal to 100% minus Statutory Reserves and (ii) the Assessment Rate. “ Three-Month Secondary CD Rate ” shall mean, for any day, the secondary market rate for three-month certificates of deposit reported as being in effect on such day (or, if such day shall not be a Business Day, the next preceding Business Day) by the Board through the public information telephone line of the Federal Reserve Bank of New York (which rate will, under the current practices of the Board, be published in Federal Reserve Statistical Release H.15(519) during the week following such day), or, if such rate shall not be so reported on such day or such next preceding Business Day, the average of the secondary market quotations for three-month certificates of deposit of major money center banks in New York City received at approximately 10:00 a.m., New York City time, on such day (or, if such day shall not be a Business Day, on the next preceding Business Day) by the Administrative Agent from three New York City negotiable certificate of deposit dealers of recognized standing selected by it. “ Federal Funds Effective Rate ” shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Base CD Rate or the Federal Funds Effective Rate or both for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms hereof, the Alternate Base Rate shall be determined without regard to clause (ii) of the first sentence of this definition, as appropriate, until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective Rate, respectively.

“ Amendment Order ” shall mean an order of the Bankruptcy Court in substantially the form of Exhibit A approving the Second Amended and Restated Revolving Credit Agreement dated as of May 9, 2008, or in such other form as otherwise agreed by the Administrative Agent, Lenders and the Borrowers, and (i) shall approve or otherwise reaffirm the payment by the Borrowers of all fees contemplated hereby and (ii) shall be entered with the consent or non-objection of a preponderance (as determined by the Administrative Agent in its sole discretion) of the secured creditors of any of the Borrowers under the Pre-Petition Credit Agreement.

“ Amounts ” shall have the meaning given such term in Section 2.18(a) .

“ Approved Fund ” means, with respect to any Lender that is a fund that invests in bank loans and similar commercial extensions of credit, any other fund that invests in bank loans and similar commercial extensions of credit and is managed by the same investment advisor as such Lender or by a Lender Affiliate of such investment advisor.

“ Assessment Rate ” shall mean for any date the annual rate (rounded upwards, if necessary, to the next 1/100 of 1%) most recently estimated by the Administrative Agent as the then current net annual assessment rate that will be employed in determining amounts payable by the Administrative Agent to the Federal Deposit Insurance Corporation (or any successor) for insurance by such Corporation (or any successor) of time deposits made in dollars at the Administrative Agent’s domestic offices.

“ Asset Sale ” shall mean a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, transfer or other disposition to, or any exchange of property with, any Person (other than a Borrower), in one transaction or series of transactions, of all or any part of the Borrowers’ or any of their Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, including, without limitation, the capital stock of any of the Borrowers (other than the Parent Borrower) or their Subsidiaries in each case other than (i) Inventory, including scrap or obsolete Inventory, sold in the ordinary course of business, and (ii) sales of assets for aggregate consideration of less than $100,000 with respect to any transaction or series of related transactions.

“ Assignment and Acceptance ” shall mean an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, substantially in the form of Exhibit E .

“ Available Cash ” means, on any date, (a) the fair market value on such date of cash and cash equivalents held in securities accounts of the Borrowers and their Subsidiaries, and (b) the amount of available funds held on such date in bank deposit accounts of the Borrowers and their Subsidiaries.

“ Bankruptcy Code ” shall mean The Bankruptcy Reform Act of 1978, as heretofore and hereafter amended, and codified as 11 U.S.C. Section 101 et seq .

“ Bankruptcy Court ” shall mean the United States Bankruptcy Court for the Western District of Missouri or any other court having jurisdiction over the Cases from time to time.

“ Board ” shall mean the Board of Governors of the Federal Reserve System of the United States.

“ Borrowers ” shall have the meaning set forth in the Introduction.

“ Borrowing ” shall mean the incurrence of Loans of a single Type made from all the Lenders on a single date and having, in the case of Eurodollar Loans, a single Interest Period (with any ABR Loan made pursuant to Section 2.16 being considered a part of the related Borrowing of Eurodollar Loans).

“ Borrowing Base ” shall mean, at the time of any determination, an amount equal to the sum, without duplication, of (a) 85% of Adjusted Eligible Accounts Receivable plus (b) 40% of Eligible Inventory, plus (c) the Real Property Component, minus (d) the amount of the Environmental Reserve at such time, minus (e) the Carve-Out, minus (f) the Plan Reserve. The

Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 5.8 of the Agreement. Subject to the limitations and requirements set forth in Section 9.10(a) of the Agreement, standards of eligibility and reserves and advance rates of the Borrowing Base may be revised and adjusted from time to time by the Administrative Agent in its sole discretion, with any changes in such standards to be effective three (3) Business Days after delivery of notice thereof to the Borrowers.

“ Borrowing Base Certificate ” shall mean a certificate substantially in the form of Exhibit C-1 hereto (with respect to the certificate to be delivered by the Borrowers weekly) and Exhibit C-2 hereto (with respect to the certificate to be delivered by the Borrowers monthly) (in each case with such changes therein as may be required by the Administrative Agent from time to time to reflect the components of and reserves against the Borrowing Base as provided for hereunder from time to time), executed and certified as accurate and complete by a Financial Officer of each of the Borrowers, which shall include appropriate exhibits, schedules and supporting documentation, and additional reports as (i) outlined in Exhibits C-1 and C-2 , (ii) as requested by the Administrative Agent, and (iii) as provided in Section 5.8 .

“ Budget ” shall mean the projected operating budget (which includes income statements, balance sheets and cash flow statements) detailing on a monthly and quarterly basis, the Borrowers’ anticipated cash receipts and disbursements for the period ending on the Maturity Date, and setting forth the anticipated uses of the Commitment, initially delivered by the Borrowers pursuant to the requirements of the Prior Agreement, in form and substance satisfactory to the Administrative Agent and Loughlin Meghji & Company, or such other financial advisor as may be acceptable to the Administrative Agent (as updated from time to time pursuant to the Prior Agreement and pursuant to Section 5.1(i) ).

“ Business Day ” shall mean any day other than a Saturday, Sunday or other day on which banks in the State of New York are required or permitted to close (and, for a Letter of Credit, other than a day on which the Fronting Bank issuing such Letter of Credit is closed); provided , however , that when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits on the London interbank market.

“ Capital Expenditures ” shall mean, for any period, the aggregate of all expenditures (whether paid in cash and not theretofore accrued subsequent to the date of this Agreement or accrued as liabilities during such period and including that portion of Capitalized Leases which is capitalized on the consolidated balance sheet of the Borrowers and their Subsidiaries) by the Borrowers and their Subsidiaries during such period that, in conformity with GAAP, are required to be included in or reflected by the property, plant, equipment or intangibles or similar fixed asset accounts reflected in the consolidated balance sheet of the Borrowers and their Subsidiaries (including equipment which is purchased simultaneously with the trade-in of existing equipment owned by any of the Borrowers or their Subsidiaries to the extent of the gross amount of such purchase price less the book value of the equipment being traded in at such time), but excluding expenditures made in connection with the replacement or restoration of assets, to the extent reimbursed or financed from insurance proceeds paid on account of the loss of or the damage to the assets being replaced or restored, or from awards of compensation arising from the taking by condemnation or eminent domain of such assets being replaced.

“ Capitalized Lease ” shall mean, as applied to any Person, any lease of property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP.

“ Carve-Out ” shall have the meaning set forth in Section 2.23(a) .

“ Cases ” has the meaning set forth in the Introduction.

“ Change of Control ” shall mean with respect to the Parent Borrower and any Subsidiary Borrower: (i) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of shares representing more than 25% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of such Borrower; or (ii) the occupation of a majority of the seats (other than vacant seats) on the board of directors of such Borrower, after the Filing Date, by Persons who were neither (a) nominated by the board of directors of such Borrower nor (b) appointed by the directors so nominated.

“ Closing Date ” shall mean the date on which this Agreement has been executed and the conditions precedent to the making of the initial Loans set forth in Section 4.1 have been satisfied or waived, which date shall occur as promptly as is practicable after the date of this Agreement, but in no event later than ten (10) days following entry of the Amendment Order.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Collateral ” shall mean the Collateral described in the Security and Pledge Agreement.

“ Collateral Agent ” shall have the meaning set forth in the Introduction.

“ Commitment ” shall mean, collectively, the Tranche A Commitments and the Tranche B Commitments, and, with respect to each Tranche A Lender or Tranche B Lender, as applicable, the Commitment of each such Lender hereunder in the amount set forth opposite its name on Annex A-1 or Annex A-2 hereto or as may subsequently be set forth in the Register from time to time, and as the same may be reduced from time to time pursuant to this Agreement.

“ Commitment Fee ” shall have the meaning set forth in Section 2.20 .

“ Commitment Letter ” shall mean that certain Commitment Letter dated April 17, 2008 among the Administrative Agent, J.P. Morgan Securities, Inc., the Lenders and the Borrowers.

“ Commitment Fee Percentage ” shall mean 0.50% per annum.

“ Commitment Percentage ” shall mean at any time, with respect to each Lender, the percentage obtained by dividing its Commitment at such time by the Total Commitment, as applicable, at such time.

“ Consenting Lenders ” shall have the meaning set forth in Section 9.10(b) .

“ Consolidated EBITDA ” shall mean, for any period, all as determined in accordance with GAAP and subject to such modifications as may be satisfactory to the Administrative Agent, the consolidated net income (or net loss) of the Borrowers for such period, plus (a) the sum of (i) depreciation expense, (ii) amortization expense, (iii) other non-cash charges, (iv) net total Federal, state and local income tax expense, (v) gross interest expense for such period less gross interest income for such period, (vi) extraordinary losses, (vii) any restructuring charge, (viii) non-cash expenses related to the ABA Pension Plan exceeding $320,000 per fiscal monthly period, and (ix) “Chapter 11 expenses” (or “administrative costs reflecting Chapter 11 expenses”, inclusive of professional fees) as shown on the Borrowers’ consolidated statement of income for such period, less (b) extraordinary gains.

“ Consummation Date ” shall mean the date of the substantial consummation (as defined in Section 1101 of the Bankruptcy Code and which for purposes of this Agreement shall be no later than the effective date) of a Reorganization Plan of the Borrowers that is confirmed pursuant to an order of the Bankruptcy Court in the Cases.

“ Default ” shall have the meaning given such term in Section 2.23(a) .

“ Dilution Factors ” shall mean, without duplication, with respect to any period, the aggregate amount of all deductions, credit memos, returns, adjustments, allowances, bad debt write-offs and other non-cash credits which are recorded to reduce accounts receivable in a manner consistent with current and historical accounting practices of the Borrowers.

“ Dilution Ratio ” shall mean, at any date, the amount (expressed as a percentage) equal to (a) the aggregate amount of the applicable Dilution Factors for the twelve (12) most recently ended fiscal months divided by (b) total gross sales for the twelve (12) most recently ended fiscal months.

“ Dilution Reserve ” shall mean, at any date, the applicable Dilution Ratio multiplied by the Eligible Accounts Receivable on such date, but only to the extent the Dilution Ratio exceeds 5%.

“ Disclosed Matters ” shall mean the existence or occurrence of any matter which has been disclosed by any of the Borrowers in any filing on Form 10-K, 10-Q or 8-K made with the Securities and Exchange Commission prior to April 2, 2008; provided , that no matter shall constitute a “Disclosed Matter” to the extent it shall prove to be, or shall become, materially more adverse to the Borrowers taken as a whole or to the Lenders than it would have reasonably appeared to be on the basis of the disclosure contained in any of the documents referred to above in this definition.

“ Dollars ” and “ $ ” shall mean lawful money of the United States of America.

“ Domestic Subsidiary ” shall mean any Subsidiary incorporated, organized or formed under the laws of any jurisdiction of the United States.

“ Eligible Assignee ” shall mean (i) a commercial bank having total assets in excess of $1,000,000,000; (ii) a finance company, insurance company or other financial institution or fund, in each case acceptable to the Administrative Agent, which in the ordinary course of business extends credit of the type contemplated herein and has total assets in excess of $200,000,000 and whose becoming an assignee would not constitute a prohibited transaction under Section 4975 of ERISA; and (iii) any other financial institution satisfactory to the Borrowers and the Administrative Agent.

“ Eligible Accounts Receivable ” means, at the time of any determination thereof, each Account that satisfies the following criteria at the time of creation and continues to meet the same at the time of such determination: such Account (i) has been invoiced to, and represents the bona fide amounts due to the Borrowers from, the purchaser of goods or services, in each case originated in the ordinary course of business of the Borrowers and (ii) in each case is subject to the Borrowers’ corporate accounts receivable credit and collection policies, procedures and practices and (iii) is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (a) through (s) below or otherwise deemed by the Administrative Agent in its sole discretion to be ineligible for inclusion in the calculation of the Borrowing Base as described below. Without limiting the foregoing, to qualify as Eligible Accounts Receivable, an Account shall indicate no person other than a Borrower as payee or remittance party. In determining the amount to be so included, the face amount of an Account shall be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that the Borrowers, as applicable, may be obligated to rebate to a customer pursuant to the terms of any agreement or understanding (written or oral)), (ii) the aggregate amount of all limits and deductions provided for in this definition and elsewhere in this Agreement and (iii) the aggregate amount of all cash received in respect of such Account but not yet applied by the Borrowers to reduce the amount of such Account. Unless otherwise approved from time to time in writing by the Administrative Agent (subject to the limitations and requirements set forth in Section 9.10(a) ), no Account shall be an Eligible Account Receivable if, without duplication:

(a) the relevant Borrower does not have sole lawful and absolute title to such Account; or

(b) the Account (i) is unpaid more than fifty-six (56) days from the original date of invoice or (ii) has been written off the books of the Borrowers or has been otherwise designated on such books as uncollectible; or

(c) more than 50% in face amount of all Accounts of the same Account Debtor are ineligible pursuant to clause (b) above; or

(d) the Account Debtor is insolvent or the subject of any bankruptcy case or insolvency proceeding of any kind or is of uncertain credit quality, as determined by the Administrative Agent in its exclusive discretion; or

(e) the Account is not payable in Dollars or the Account Debtor is either not organized under the laws of the United States of America, any State thereof, or the District of Columbia or is located outside or has its principal place of business or substantially all of its assets outside the United States, except to the extent the Account is supported by an irrevocable letter of credit satisfactory to the Administrative Agent (as to form, substance and issuer) and assigned to and directly drawable by the Administrative Agent; or

(f) the Account Debtor is the United States of America or any department, agency or instrumentality thereof, unless the relevant Borrower duly assigns its rights to payment of such Account to the Administrative Agent pursuant to the Assignment of Claims Act of 1940, as amended, which assignment and related documents and filings shall be in form, and substance satisfactory to the Administrative Agent; or

(g) the Account is supported by a security deposit (to the extent received from the applicable Account Debtor), progress payment, retainage or other similar advance made by or for the benefit of the applicable Account Debtor, in each case to the extent thereof; or

(h) (i) it is not subject to a valid and perfected first priority Lien in favor of the Administrative Agent for the benefit of the Secured Parties, subject to no other Liens other than Liens (if any) permitted by the Loan Documents or (ii) it does not otherwise conform in all material respects to the representations and warranties contained in the Loan Documents relating to Accounts; or

(i) such Account was invoiced (i) in advance of goods or services provided, or (ii) twice, or (iii) the associated income has not been earned; or

(j) such Account is a non-trade Account or relates to payment of interest or is classified as a note receivable by the Borrowers in accordance with the Borrowers’ current and historical practices; or

(k) the sale to the Account Debtor is on a bill-and-hold, guaranteed sale, sale-and-return, ship-and-return, sale on approval, extended terms or consignment or other similar basis or made pursuant to any other written agreement providing for repurchase or return of any merchandise which has been claimed to be defective or otherwise unsatisfactory; or

(l) the goods giving rise to such Account have not been shipped and title has not been transferred to the Account Debtor, or the Account represents a progress-billing or otherwise does not represent a completed sale; for purposes hereof “progress-billing” means any invoice for goods sold or leased or services rendered under a contract or agreement pursuant to which the Account Debtor’s obligation to pay such invoice is conditioned upon a Borrower’s completion of any further performance under the contract or agreement; or

(m) the Account arises out of a sale made by a Borrower to an employee, officer, agent, director, stockholder, Subsidiary or Affiliate of a Borrower, or the Account Debtor is an Affiliate of a Borrower; or

(n) such Account was not paid in full, and the Borrower created a new receivable for the unpaid portion of the Account, without the agreement of the customer, and other Accounts constituting chargebacks, debit memos and other adjustments for unauthorized deductions; or

(o) the Account is created on cash on delivery terms; or

(p) the Account Debtor (i) is a creditor of a Borrower, (ii) has, may assert, has asserted or is reasonably expected to assert a right of set-off against a Borrower or (iii) has disputed or is reasonably expected to dispute its liability (whether by chargeback or otherwise) or made, may make or is reasonably expected to make any claim with respect to the Account or any other Account of a Borrower which has not been resolved, in each case, without duplication, to the extent of the amount owed by such Borrower to the Account Debtor, the amount of such actual or asserted right of set-off, or the amount of such dispute or claim, as the case may be; or

(q) the Account does not comply in all material respects with the requirements of all applicable laws and regulations, whether Federal, state or local, including without limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the Board; or

(r) to all or any part of such Account, a check, promissory note, draft, trade acceptance or other Instrument for the payment of money has been received, presented for payment and returned uncollected for any reason; or

(s) the Account is for goods that have been sold under a purchase order or pursuant to the terms of a contract or other agreement or understanding (written or oral) that indicates that any Person other than the Borrowers has or has had or has purported to have or have had an ownership interest in such goods.

Notwithstanding the foregoing, all Accounts of any single Account Debtor and its Affiliates which, in the aggregate exceed (i) 30% in respect of Account Debtors whose securities are rated Investment Grade or (ii) 10% in respect of all other Account Debtors, of the total amount of all Eligible Accounts Receivable at the time of any determination shall be deemed not to be Eligible Accounts Receivable to the extent of such excess. In determining the aggregate amount of Accounts from the same Account Debtor that are unpaid more than fifty-six (56) days from the date of invoice pursuant to clause (b) above, there shall be excluded the amount of any net credit balances relating to Accounts with invoice dates more than fifty-six (56) days prior to the date of determination. Furthermore, no Account shall be an Eligible Account Receivable if it is for goods that have been sold under a purchase order or pursuant to the terms of a contract or other agreement or understanding (written or oral) that indicates that any Person other than a Borrower has or has had or has purported to have or have had an ownership interest in such goods.

“ Eligible Finished Goods ” shall mean Finished Goods that are (i) first quality, (ii) located at plants and distribution centers owned by a Borrower, (iii) scheduled for delivery in the ordinary course of business, and (iv) otherwise constitute Eligible Inventory.

“ Eligible Inventory ” shall mean, on any date, the Inventory Value of the Borrowers on such date deemed by the Administrative Agent in its sole discretion to be eligible for inclusion in the calculation of the Borrowing Base. Without limiting the foregoing, to qualify

as “Eligible Inventory”, no Person other than the Borrowers shall have any direct or indirect ownership interest or title to such Inventory. Unless otherwise from time to time approved in writing by the Administrative Agent (subject to the limitations and requirements set forth in Section 9.10(a) ), no Inventory shall be deemed Eligible Inventory if (and without duplication):

(a) it is not owned solely by the Borrowers or the Borrowers do not have sole and good, valid and unencumbered title thereto; or

(b) it is not located in the United States; or

(c) it is not either (i) located on property owned by the Borrowers, (ii) located in a third party warehouse or in another location not owned by the Borrowers, and, at the sole discretion of the Borrowers, either (A) covered by Landlord Lien Waiver or bailee letter, as applicable, in each case in form and substance reasonably acceptable to the Administrative Agent, or (B) a Rent Reserve has been taken with respect to such Inventory or (iii) located at a closed facility owned or leased by the Borrowers; or

(d) it is not subject to a valid and perfected first priority Lien in favor of the Administrative Agent, except, with respect to Inventory stored at sites described in clause (c) above, for Liens for unpaid rent or normal and customary warehousing charges, in each case, not yet paid, to the extent of such unpaid rent or charges; or

(e) it is goods returned or rejected due to quality issues by the Borrowers’ customers or goods in transit to third parties (other than to warehouse sites described in clause (c) above); or

(f) it is seconds or thirds or stale or is obsolete or slow moving or unmerchantable, or overstock or excess or does not otherwise conform to the representations and warranties contained in the Loan Documents; or

(g) it is comprised of operating supplies, packaging, film, pallets, and/or other shipping materials or supplies, labels, repair or maintenance parts, fuel, tires, paint, cartons used in production or other containers, and any other such material not considered used for sale by the Administrative Agent from time to time, in the Administrative Agent’s sole discretion; or

(h) the Borrowers classify such item as a sample item on their perpetual inventory records, or the Borrowers use such item for marketing or display; or

(i) it is a discontinued product or component thereof; or

(j) any portion of the Inventory Value thereof is attributable to intercompany profit among the Borrowers or their Affiliates; or

(k) any Inventory that is damaged or marked for return to vendor; or

(l) any Inventory that is Work-In-Process or Finished Goods other than Eligible Finished Goods; or

(m) it is consigned or at a customer location but still accounted for in the Borrowers’ perpetual inventory balance; or

(n) it is classified as “bakery outlet,” “dry products,” “Mrs. Cubbison’s” or “crouton” inventory.

“ Eligible Real Property ’ means real property reasonably acceptable to the Administrative Agent and owned by any of the Borrowers: (i) that is acceptable in the sole discretion of the Administrative Agent for inclusion in the Real Property Component, (ii) in respect of which an appraisal report has been delivered to the Administrative Agent in form, scope and substance reasonably satisfactory to the Administrative Agent, (iii) in respect of which the Administrative Agent is satisfied that all actions necessary or desirable in order to create valid first priority and subsisting Liens on such real property have been taken, including, without limitation, any action requested by the Administrative Agent under Section 2.23(b) , (iv) in respect of which an environmental assessment report has been completed and delivered to the Administrative Agent in form and substance satisfactory to the Administrative Agent and which does not indicate any non-compliance with or liability under, or remediation action with respect to, any Environmental Law, and (v) if required by the Administrative Agent, which is adequately protected by fully-paid valid title insurance with endorsements and in amounts acceptable to the Administrative Agent, insuring that the Administrative Agent for the benefit of the Secured Parties, shall have valid first and subsisting Liens on such real property, evidence of which shall have been provided in form and substance satisfactory to the Administrative Agent.

“ Environmental Laws ” shall mean all laws, statutes, ordinances, orders, rules, regulations, plans, policies or decrees and the like relating to (i) environmental matters, including, without limitation, those relating to fines, injunctions, penalties, damages, contribution, cost recovery compensation, losses or injuries resulting from the release or threatened release of “ Hazardous Waste ” or “ Hazardous Substances ” (as such terms are defined in any applicable Environmental Law), (ii) the generation, use, storage, transportation or disposal of Hazardous Waste or Hazardous Substance, or (iii) occupational safety and health, public health and safety, industrial hygiene or protection of wetlands, in any manner applicable to the Borrowers or any of their respective properties, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq .), the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq .,), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq .), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq .), the Clean Air Act (42 U.S.C. § 7401 et seq .), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq .), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. §136 et seq .), the Occupational Safety and Health Act (29 U.S.C. § 651 et seq .), and the Emergency Planning and Community Right-to-Know Act (42 U.S.C. § 11001 et seq .), each as amended or supplemented, and any analogous future or present local, state and federal statutes and regulations promulgated pursuant thereto, each as in effect as of the date of determination.

“ Environmental Lien ” shall mean a Lien in favor of any Governmental Authority for (i) any liability under federal or state Environmental Laws, or (ii) damages arising from or costs incurred by such Governmental Authority in response to a release or threatened release of a hazardous or toxic waste, substance or constituent, or other substance into the environment.

“ Environmental Reserve ” means a reserve determined by the Administrative Agent in its sole discretion for costs associated with (a) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (b) exposure to any Hazardous Materials or (c) any Release.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ ERISA Affiliate ” shall mean any trade or business (whether or not incorporated) which is a member of a group of which any of the Borrowers is a member and which is under common control within the meaning of Section 414(b) or (c) of the Code and the regulations promulgated and rulings issued thereunder.

“ Eurocurrency Liabilities ” shall have the meaning assigned thereto in Regulation D issued by the Board, as in effect from time to time.

“ Eurodollar Borrowing ” shall mean a Borrowing comprised of Eurodollar Loans.

“ Eurodollar Loan ” shall mean any Loan bearing interest at a rate determined by reference to the Adjusted LIBOR Rate in accordance with the provisions of Section 2 .

“ Event of Default ” shall have the meaning given such term in Section 7 .

“ Facilities ” shall mean any and all real property (including, without limitation, all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by the Borrowers (but only as to portions of buildings actually leased or used) or any of their respective predecessors or any of their respective Affiliates that are directly or indirectly controlled by the Borrowers.

“ Fees ” shall collectively mean the Commitment Fees, Letter of Credit Fees and other fees referred to in Sections 2.19 , 2.20 and 2.21 .

“ Filing Date ” shall mean September 22, 2004.

“ Final Order ” shall mean the Final Order (I) Authorizing Debtors (A) To Obtain Post-Petition Financing Pursuant To 11 U.S.C. §§105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1) And 364(e) And (B) To Utilize Cash Collateral Pursuant To 11 U.S.C. §363, And (II) Granting Adequate Protection To Pre-Petition Secured Parties Pursuant To 11 U.S.C. §§ 361, 362, 363 And 364 dated October 22, 2004.

“ Financial Officer ” shall mean the Chief Financial Officer, Controller or Treasurer of the Parent Borrower or a Subsidiary Borrower, as the case may be.

“ Finished Goods ” shall mean completed goods which require no additional processing or manufacturing to be sold to third party customers by the Borrowers in the ordinary course of business.

“ Forecast ” shall mean a forecast of the sources and uses of cash by the Borrowers on a weekly basis for the thirteen (13) calendar weeks succeeding delivery thereof, initially delivered by the Borrowers pursuant to the Prior Agreement, in form and substance satisfactory to the Administrative Agent and Loughlin Meghji & Company or such other financial advisor as may be acceptable to the Administrative Agent (as updated from time to time pursuant to the Prior Agreement and pursuant to in Section 5.1(e) .

“ Fronting Bank ” shall mean JPMCB or such other commercial bank as may agree with JPMCB to act in such capacity and shall be reasonably satisfactory to the Borrowers and the Administrative Agent.

“ GAAP ” shall mean accounting principles generally accepted in the United States and applied in accordance with Section 1.2 .

“ Governmental Authority ” shall mean any Federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality or any court, in each case whether of the United States or foreign.

“ Hazardous Substances ” shall have the meaning given such term in the defined term “Environmental Laws”.

“ Hazardous Waste ” shall have the meaning given such term in the defined term “Environmental Laws”.

“ Indebtedness ” shall mean, at any time and with respect to any Person: (i) all indebtedness of such Person for borrowed money; (ii) all indebtedness of such Person for the deferred purchase price of property or services (other than property, including inventory, and services purchased, and expense accruals and deferred compensation items arising, in the ordinary course of business); (iii) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments (other than performance, surety and appeal bonds arising in the ordinary course of business); (iv) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property); (v) all obligations of such Person under leases which have been or should be, in accordance with GAAP, recorded as capital leases, to the extent required to be so recorded; (vi) all reimbursement, payment or similar obligations of such Person, contingent or otherwise, under acceptance, letter of credit or similar facilities and all obligations of such Person in respect of: (x) currency swap agreements, currency future or option contracts and other similar agreements designed to hedge against fluctuations in foreign currency exchange rates, (y) interest rate swap, cap or collar agreements and interest rate future or option contracts and other similar agreements designed to hedge against fluctuations in interest rates, and (z) swap agreements, future or option contracts and other similar agreements designed to hedge against fluctuations in commodities prices; (vii) all

indebtedness referred to in clauses (i) through (vi) above guaranteed directly or indirectly by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (a) to pay or purchase such indebtedness or to advance or supply funds for the payment or purchase of such indebtedness, (b) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such indebtedness or to assure the holder of such indebtedness against loss in respect of such indebtedness, (c) to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered) or (d) otherwise to assure a creditor against loss in respect of such indebtedness, and (viii) all indebtedness referred to in clauses (i) through (vii) above secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness.

“ Indemnified Party ” shall have the meaning given such term in Section 9.6 .

“ Insufficiency ” shall mean, with respect to any Plan, the amount, if any, of its unfunded benefit liabilities within the meaning of Section 4001(a)(18) of ERISA.

“ Intercompany Indebtedness ” shall mean any claim of an Affiliate of a Borrower against any other Affiliate of a Borrower, any claim of a Borrower against any of its Affiliates, and any claim of any Affiliate of a Borrower against a Borrower.

“ Interest Payment Date ” shall mean (i) as to any Eurodollar Loan, the last day of each consecutive thirty (30) day period running from the commencement of the applicable Interest Period, and (ii) as to all ABR Loans, the last calendar day of each month and the date on which any ABR Loans are refinanced with Eurodollar Loans pursuant to Section 2.12 .

“ Interest Period ” shall mean, as to any Borrowing of Eurodollar Loans, the period commencing on the date of such Borrowing (including as a result of a refinancing of ABR Loans) or on the last day of the preceding Interest Period applicable to such Borrowing and ending on the numerically corresponding day (or if there is no corresponding day, the last day) in the calendar month that is one, three or six months thereafter, as the Borrowers may elect in the related notice delivered pursuant to Section 2.6(b) or 2.12 ; provided , however , that (i) if any Interest Period would end on a day which shall not be a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (ii) no Interest Period shall end later than the Termination Date.

“ Interim Order ” shall mean the Interim Order (I) Authorizing Debtors (A) To Obtain Post-Petition Financing Pursuant To 11 U.S.C. §§105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1) And 364(e) And (B) To Utilize Cash Collateral Pursuant To 11 U.S.C. §363, (II) Granting Adequate Protection To Pre-Petition Secured Parties Pursuant To 11 U.S.C. §§ 361, 362, 363 And 364 And (III) Scheduling Final Hearing Pursuant To Bankruptcy Rules 4001(B) And (C) entered by the Bankruptcy Court on September 23, 2004.

“ Inventory ” shall mean all Raw Materials, Work-in-Process, and Finished Goods held by the Borrowers in the normal course of business.

“ Inventory Reserves ” means the following, each as determined by the Administrative Agent from time to time:

(a) a reserve for shrink, or discrepancies that arise pertaining to inventory quantities on hand between the Borrowers’ perpetual accounting system, and physical counts of the Inventory, but not less than 2% of the Eligible Inventory; or

(b) a reserve for slow move, obsolete or excess Inventory; or

(d) a reserve for amounts owing to landlords or warehousemen for Inventory stored at leased facilities or public warehouses which are not the subject of an access agreement acceptable to the Administrative Agent, in the amount of (i) to the extent the Borrowers are able to determine the average rental expense for any such facility, the Rent Reserve, plus (ii) in all other events, the Inventory Value of the Inventory stored at such other leased facilities or public warehouses; or

(e) a reserve for Inventory located at contractors’ or vendors’ facilities in the amount of the Inventory Value of such Inventory; or

(f) any other reserve as deemed appropriate by the Administrative Agent in its exclusive discretion, from time to time; or

(g) a reserve for vendor rebates.

“ Inventory Value ” shall mean with respect to any Inventory of the Borrowers at the time of any determination thereof, the standard cost carried on the perpetual records of the Borrowers stated on a basis consistent with their current and historical accounting practices, in Dollars, determined in accordance with the standard cost method of accounting less, (i) any markup on Inventory from an Affiliate and (ii) in the event variances under the standard cost method (a) are capitalized, favorable variances shall be deducted from Eligible Inventory, and unfavorable variances shall not be added to Eligible Inventory, or (b) are expensed, a reserve shall be determined as appropriate in order to adjust the standard cost of Eligible Inventory to approximate actual cost.

“ Investments ” shall have the meaning given such term in Section 6.10 .

“ Investment Grade ” shall mean either (i) at least Baa3 by Moody’s (or the then equivalent) or (ii) at least BBB by S&P (or the then equivalent).

“ JPMCB ” shall have the meaning set forth in the Introduction.

“ Landlord Lien Waiver ” shall mean a written agreement in such form as is reasonably acceptable to the Administrative Agent, pursuant to which a Person shall waive or subordinate its rights and claims as landlord in any Inventory of the Borrowers for unpaid rents, grant access to the Administrative Agent for the repossession and sale of such inventory and make other agreements relative thereto.

“ Lenders ” shall have the meaning set forth in the Introduction and, for the avoidance of doubt, shall include each Tranche A Lender and each Tranche B Lender.

“ Lender Affiliate ” shall mean, (i) with respect to any Lender, (a) an Affiliate of such Lender or (b) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an Affiliate of such Lender and (ii) with respect to any Lender that is a fund which invests in loans and similar extensions of credit, any other fund that invests in loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“ Letter of Credit ” shall mean any irrevocable letter of credit issued pursuant to Section 2.3 , which letter of credit shall be (i) a standby or import documentary letter of credit, (ii) issued for purposes that are consistent with the ordinary course of business of the Borrowers or for such other purposes as are acceptable to the Administrative Agent, (iii) denominated in Dollars and (iv) otherwise in such form as may be approved from time to time by the Administrative Agent and the applicable Fronting Bank.

“ Letter of Credit Account ” shall mean the account established by the Borrowers under the sole and exclusive control of the Administrative Agent maintained at the office of the Administrative Agent at 270 Park Avenue, New York, New York 10017 designated as the “Interstate Bakeries Corporation Letter of Credit Account” that shall be used solely for the purposes set forth in Sections 2.3(b) and 2.13 .

“ Letter of Credit Fees ” shall mean the fees payable in respect of Letters of Credit pursuant to Section 2.21 .

“ Letter of Credit Outstandings ” shall mean, at any time, the sum of (i) the aggregate undrawn stated amount of all Letters of Credit then outstanding plus (ii) all amounts theretofore disbursed under Letters of Credit and not then reimbursed.

“ Lien ” shall mean any mortgage, pledge, security interest, encumbrance, lien or charge of any kind whatsoever (including any conditional sale or other title retention agreement or any lease in the nature thereof).

“ Loan ” and “ Loans ” shall have the respective meanings given such terms in Section 2.1 .

“ Loan Documents ” shall mean this Agreement, the Letters of Credit, the Security and Pledge Agreement and any other instrument or agreement executed and delivered in connection herewith.

“ Material Adverse Effect ” shall mean (i) a material adverse effect upon the business, operations, properties, assets, condition (financial or otherwise) or prospects (other than, with respect to prospects, as may normally result as a consequence of the commencement of the Cases) of the Borrowers, taken as a whole, (ii) the material impairment of the ability of the Borrowers to perform the Obligations and (iii) a material adverse effect upon the legality, validity, binding effect or enforceability against the Parent Borrower or any Subsidiary Borrower of a Loan Document to which it is a party.

“ Maturity Date ” shall mean September 30, 2008.

“ Minority Interests ” shall mean any shares of stock of any class of a Subsidiary of the Borrowers (other than directors’ qualifying shares if required by law) that are not owned by Borrowers or one of their Subsidiaries; Minority Interest shall be valued in accordance with GAAP.

“ Minority Lenders ” shall have the meaning given such term in Section 9.10(b) .

“ Moody’s ” shall mean Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“ Multiemployer Plan ” shall mean a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which any Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

“ Multiple Employer Plan ” shall mean a Single Employer Plan, which (i) is maintained for employees of a Borrower or an ERISA Affiliate and at least one Person other than such Borrower and its ERISA Affiliates or (ii) was so maintained and in respect of which a Borrower or an ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such Plan has been or were to be terminated.

“ Net Proceeds ” shall mean, in respect of any sale of assets, the proceeds of such sale after the payment of or reservation for expenses that are directly related to the sale, including, but not limited to, related severance costs, taxes payable, brokerage commissions, professional expenses, other similar costs that are directly related to the sale and the amount secured by valid and perfected Liens, if any, that are senior to the Liens on such assets held by the Administrative Agent on behalf of the Lenders.

“ Obligations ” shall mean (i) the due and punctual payment of principal of and interest on the Loans and the reimbursement of all amounts drawn under Letters of Credit, and (ii) the due and punctual payment of the Fees and all other present and future, fixed or contingent, monetary obligations of the Borrowers to the Lenders, the Administrative Agent and the Collateral Agent under the Loan Documents.

“ Orders ” shall mean, collectively, (i) the Interim Order, (ii) the Amendment Order, (iii) the Final Order, (iv) the Final Order Authorizing Debtors to Enter into the Eighth Amendment to Revolving Credit Agreement entered by the Bankruptcy Court on August 23, 2006, (v) the Final Order Authorizing Debtors to Enter into Amended and Restated Revolving

Credit Agreement entered by the Bankruptcy Court on February 16, 2007, and (vi) the Order Authorizing Debtors to Enter into Third Amendment to Amended and Restated Revolving Credit Agreement entered by the Bankruptcy Court on December 19, 2007.

“ Organizational Documents ” shall mean (i) with respect to any corporation, its certificate or articles of incorporation, as amended, and its by-laws, as amended, (ii) with respect to any limited partnership, its certificate of limited partnership or formation, as amended, and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended, (iv) with respect to any limited liability company, its certificate of formation or articles of organization, as amended, and its operating agreement, as amended, and (v) with respect to any unlimited liability company, its certificate of formation, as amended, and its memorandum and articles of association, as amended. In the event any term or condition of this Agreement or any other Loan Document requires any Organizational Document to be certified by a secretary of state of similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official.

“ Other Taxes ” shall have the meaning given such term in Section 2.18(b) .

“ Parent Borrower ” shall have the meaning set forth in the Introduction.

“ PBGC ” shall mean the Pension Benefit Guaranty Corporation, or any successor agency or entity performing substantially the same functions.

“ Pension Plan ” shall mean a defined benefit pension (as defined in Section 414(j) of the Code and Section 3(35) of ERISA) which meets and is subject to the requirements of Section 401(a) of the Code.

“ Permitted Investments ” shall mean (i) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within twelve months from the date of acquisition thereof, (ii) without limiting the provisions of paragraph (iv) below, investments in commercial paper maturing within six months from the date of acquisition thereof and having, at such date of acquisition, a rating of at least “A-2” or the equivalent thereof from S&P or of at least “P-2” or the equivalent thereof from Moody’s, (iii) investments in certificates of deposit, banker’s acceptances and time deposits (including Eurodollar time deposits) maturing within six months from the date of acquisition thereof issued or guaranteed by or placed with (a) any domestic office of the Administrative Agent or the bank with whom the Borrowers maintain their cash management system, provided, that if such bank is not a Lender hereunder, such bank shall have entered into an agreement with the Administrative Agent pursuant to which such bank shall have waived all rights of setoff and confirmed that such bank does not have, nor shall it claim, a security interest therein or (b) any domestic office of any other commercial bank of recognized standing organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $250,000,000 and is the principal banking Subsidiary of a bank holding company having a long-term unsecured debt rating of at least “A” or the equivalent thereof from S&P or at least “A2” or

the equivalent thereof from Moody’s, (iv) investments in commercial paper maturing within six months from the date of acquisition thereof and issued by (a) the holding company of the Administrative Agent or (b) the holding company of any other commercial bank of recognized standing organized under the laws of the United States of America or any State thereof that has (1) a combined capital and surplus in excess of $250,000,000 and (2) commercial paper rated at least “A-2” or the equivalent thereof from S&P or of at least “P-2” or the equivalent thereof from Moody’s, (v) investments in repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in clause (i) above entered into with any office of a bank or trust company meeting the qualifications specified in clause (iii) above, (vi) investments in money market funds substantially all the assets of which are comprised of securities of the types described in clauses (i) through (v) above, (vii) to the extent owned by the Borrowers on the Filing Date, investments in the capital stock of any direct or indirect Subsidiary of the Borrowers as disclosed in Schedule 3.5 , and (viii) to the extent owned by the Borrowers on the Filing Date, miscellaneous investments in the capital stock of any Person held by any individual bakery, in full or partial payment for certain services rendered or products supplied, in an aggregate amount not to exceed $1,000,000.

“ Permitted Liens ” shall mean (i) Liens in favor of the Administrative Agent on behalf of the Lenders; (ii) Liens imposed by law (other than Environmental Liens and any Lien imposed under ERISA) for taxes, assessments or charges of any Governmental Authority for claims not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (iii) Liens of landlords and Liens of statutory carriers, warehousemen, mechanics, materialmen and other Liens (other than Environmental Liens and any Lien imposed under ERISA) in existence on the Filing Date or thereafter imposed by law and created in the ordinary course of business; (iv) Liens (other than any Lien imposed under ERISA) incurred or deposits made (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations incurred in the ordinary course of business; (v) easements (including, without limitation, reciprocal easement agreements and utility agreements), rights-of-way, covenants, consents, reservations, encroachments, variations and zoning and other restrictions, charges or encumbrances (whether or not recorded) and interest of ground lessors, which do not materially interfere with the ordinary conduct of the business of any Borrower, and which do not materially detract from the value of the property to which they attach or materially impair the use thereof to any Borrower; (vi) purchase money Liens (including Capitalized Leases) upon or in any property acquired or held in the ordinary course of business to secure the purchase price of such property or to secure Indebtedness permitted by Section 6.3(iii) solely for the purpose of financing the acquisition of such property; (vii) Liens set forth on Schedule 3.6 ; (viii) Liens on the assets of Subsidiaries granted to secure Indebtedness permitted by Section 6.3(vii) ; (ix) Liens created in connection with extensions, renewals or replacements, including replacement Liens granted by the Bankruptcy Court, of any Lien referred to in clauses (i) through (vii) above, provided that the principal amount of the obligation secured thereby is not increased and that any such extension, renewal or replacement is limited to the property originally encumbered thereby; (x) pre-petition Liens granted pursuant to the Pre-Petition Credit Agreement or the Security Documents (as defined therein) by the Borrowers party to the Pre-Petition Credit Agreement for the benefit of the banks and other

financial institutions from time to time party to the Pre-Petition Credit Agreement; and (xi) Liens junior to the senior liens contemplated hereby that are granted by any of the Orders pursuant to 11 U.S.C. §364(d)(1) as adequate protection to the Primed Parties, provided that the Orders provide that the holders of such junior liens shall not be permitted to take any action to enforce their rights with respect to such junior liens as long as any amounts are outstanding under this Agreement or the Lenders have any Commitment hereunder.

“ Person ” shall mean any natural person, corporation, division of a corporation, partnership, trust, joint venture, association, company, estate, unincorporated organization or government or any agency or political subdivision thereof.

“ Plan ” shall mean a Single Employer Plan or a Multiemployer Plan.

“ Plan Reserve ” shall mean the amount of $0.00.

“ Pre-Petition Credit Agreement ” shall mean that certain Amended and Restated Credit Agreement dated as of April 25, 2002, as amended, supplemented or otherwise modified prior to the Filing Date, among the Parent Borrower and certain of the Subsidiary Borrowers, as borrowers, the banks and other financial institutions from time to time parties thereto, JPMCB, as administrative agent, and others.

“ Pre-Petition Payment ” shall mean a payment (by way of adequate protection or otherwise) of principal or interest or otherwise on account of any pre-petition Indebtedness or trade payables or other pre-petition claims against the Borrowers, including, without limitation, reclamation claims and materialmen’s liens.

“ Primed Liens ” shall have the meaning set forth in Section 2.23 .

“ Primed Parties ” shall mean the parties who hold Primed Liens.

“ Prior Agreement ” has the meaning set forth in the Introduction.

“ Pure Food and Drug Laws ” shall mean (i) the Federal Food, Drug and Cosmetic Act, as amended from time to time, and any successor statute and (ii) the pure food and drug laws of each of the states of the United States into which products manufactured, marketed or sold by the Borrowers are or have been shipped.

“ Raw Materials ” shall mean any items or materials used or consumed in the manufacture of goods to be sold by the Borrowers in the ordinary course of business.

“ Real Property Component ” shall mean a component of the Borrowing Base determined with reference to the Eligible Real Property and shall mean, at the time of any determination, an amount equal to $150,000,000 (as adjusted from time to time pursuant to Section 5.8 ).

“ Register ” shall have the meaning set forth in Section 9.3(e) .

“ Release ” shall mean actively or passively disposing, discharging, injecting, spilling, pumping, leaking, leaching, dumping, emitting, escaping, emptying, pouring, seeping, migrating or the like, into or upon any land or water or air, or otherwise entering into the environment.

“ Rent Reserve ” shall mean, with respect to any store, warehouse distribution center, regional distribution center or depot where any Inventory subject to Liens arising by operation of law is located, a reserve equal to three (3) months’ rent at such store, warehouse distribution center, regional distribution center or depot.

“ Reorganization Plan ” shall mean a plan of reorganization in any of the Cases.

“ Replacement Lender ” shall have the meaning given such term in Section 2.29 .

“ Required Lenders ” shall mean, at any time, Lenders holding in excess of 50% of the Total Commitment.

“ S&P ” shall mean Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., or any successor to the rating agency business thereof.

“ Security and Pledge Agreement ” shall mean the Security and Pledge Agreement dated as of September 23, 2004, by and among the Borrowers as grantors and the Collateral Agent, the form of which is attached hereto as Exhibit B , as the same may be amended, modified or restated from time to time.

“ Single Employer Plan ” shall mean a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (i) is maintained for employees of a Borrower or an ERISA Affiliate or (ii) was so maintained and in respect of which a Borrower could have liability under Section 4069 of ERISA in the event such Plan has been or were to be terminated.

“ Statutory Reserves ” shall mean on any date the percentage (expressed as a decimal) established by the Board and any other banking authority which is (i) for purposes of the definition of Base CD Rate, the then stated maximum rate of all reserves (including, but not limited to, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City, for new three month negotiable nonpersonal time deposits in dollars of $100,000 or more or (ii) for purposes of the definition of Adjusted LIBOR Rate, the then stated maximum rate for all reserves (including but not limited to any emergency, supplemental or other marginal reserve requirements) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency Liabilities (or any successor category of liabilities under Regulation D issued by the Board, as in effect from time to time). Such reserve percentages shall include, without limitation, those imposed pursuant to said Regulation. The Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in such percentage.

“ Subsidiary ” shall mean, with respect to any Person (herein referred to as the “parent”), any corporation, association or other business entity (whether now existing or hereafter organized) of which at least a majority of the securities or other ownership interests having ordinary voting power for the election of directors is, at the time as of which any determination is being made, owned or controlled by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“ Subsidiary Borrower ” and “ Subsidiary Borrowers ” shall have the respective meanings set forth in the Introduction.

“ Super-majority Lenders ” shall mean, at any time, both (and not either) (A) each Tranche A Lender, and (B) Tranche B Lenders holding Loans that, taken together with the Tranche A Loans, represent at least 66-2/3% of the aggregate principal amount of the Loans outstanding, or if no Loans are outstanding, Tranche B Lenders having Commitments that, taken together with the Tranche A Commitments, represent at least 66-2/3% of the Total Commitment.

“ Superpriority Claim ” shall mean a claim against any Borrower in any of the Cases which is a superpriority administrative expense claim having priority over any or all administrative expenses of the kind specified in Sections 503(b) or 507(b) of the Bankruptcy Code.

“ Suspension Period ” shall have the meaning set forth in Section 6.5 .

“ Taxes ” shall have the meaning given such term in Section 2.18 .

“ Termination Date ” shall mean the earliest to occur of (i) the Maturity Date, (ii) the Consummation Date, (iii) the filing of a Reorganization Plan that does not provide for payment of all of the Obligations in full in cash on the Consummation Date and (iv) the acceleration of the Loans and the termination of the Total Commitment in accordance with the terms hereof.

“ Termination Event ” shall mean (i) a “reportable event”, as such term is described in Section 4043 of ERISA and the regulations issued thereunder (other than a “reportable event” not subject to the provision for 30-day notice to the PBGC under Section 4043 of ERISA or such regulations) or an event described in Section 4068 of ERISA excluding events described in Section 4043(c)(9) of ERISA or 29 CFR §§ 2615.21 or 2615.23, or (ii) the withdrawal of any Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it was a “substantial employer”, as such term is defined in Section 4001(c) of ERISA, or the incurrence of liability by any Borrower or any ERISA Affiliate under Section 4064 of ERISA upon the termination of a Multiple Employer Plan, or (iii) providing notice of intent to terminate a Plan pursuant to Section 4041(c) of ERISA or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC under Section 4042 of ERISA, or (v) any other event or condition (other than the commencement of the Cases and the failure to have made any contribution accrued as of the Filing Date but not paid) which would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the imposition of any liability under Title IV of ERISA (other than for the payment of premiums to the PBGC).

“ Total Commitment ” shall mean, at any time, the sum of the Commitments at such time.

“ Total Tranche A Commitment ” shall mean, at any time, the sum of the Tranche A Commitments at such time.

“ Total Tranche B Commitment ” shall mean, at any time, the sum of the Tranche B Commitments at such time.

“ Total Usage ” shall mean, at any time, the sum of the outstanding aggregate principal amount of the Loans plus the aggregate Letter of Credit Outstandings.

“ Tranche A Commitment ” shall mean the Commitment of each Tranche A Lender hereunder to make Loans and to issue and/or participate in Letters of Credit in the amount set forth opposite its name on Annex A-1 hereto or as may subsequently be set forth in the Register from time to time, as the same may be reduced from time to time pursuant to the terms of this Agreement.

“ Tranche A Lender ” shall mean each Lender having a Tranche A Commitment.

“ Tranche A Usage ” shall mean, at any time, the sum of the outstanding aggregate principal amount of the Loans plus the aggregate Letter of Credit Outstandings to the extent attributable to or funded under the Total Tranche A Commitment.

“ Tranche B Commitment ” shall mean the Commitment of each Tranche B Lender hereunder to make Loans and to issue and/or participate in Letters of Credit in the amount set forth opposite its name on Annex A-2 hereto or as may subsequently be set forth in the Register from time to time, as the same may be reduced from time to time pursuant to the terms of this Agreement.

“ Tranche B Lender ” shall mean each Lender having a Tranche B Commitment.

“ Tranche B Usage ” shall mean, at any time, the sum of the outstanding aggregate principal amount of the Loans plus the aggregate Letter of Credit Outstandings to the extent attributable to or funded under the Total Tranche B Commitment.

“ Transferee ” shall have the meaning given such term in Section 2.18 .

“ Type ” when used in respect of any Loan or Borrowing shall refer to the Rate of interest by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, “ Rate ” shall mean the Adjusted LIBOR Rate and the Alternate Base Rate.

“ Unfunded Current Liability ” shall mean, with respect to any Pension Plan, the amount, if any, by which the actuarial present value of the accumulated plan benefits under such Pension Plan as of the close of its most recent plan year exceeds the fair market value of the assets allocable thereto, each determined in accordance with Statement of Financial Accounting Standards No. 35, based upon the actuarial assumptions used by such Pension Plan’s actuary in the most recent annual valuation of such Pension Plan.

“ Unused Total Commitment ” shall mean, at any time, (i) the Total Commitment less (ii) the sum of (a) the aggregate outstanding principal amount of all Loans and (b) the aggregate Letter of Credit Outstandings.

“ Withdrawal Liability ” shall have the meaning given such term under Part I of Subtitle E of Title IV of ERISA.

“ Work-in-Process ” shall mean Inventory which consists of work-in-process including, without limitation, materials other than Raw Materials, Finished Goods or saleable products, title to which and sole ownership of which is vested in a Borrower.

SECTION 1.2 Terms Generally . The definitions in Section 1.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. All references herein to Sections, Exhibits and Schedules shall be deemed references to Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided , however , that for purposes of determining compliance with any covenant set forth in Section 6 , such terms shall be construed in accordance with GAAP as in effect on the date of this Agreement applied on a basis consistent with the application used in the Borrowers’ audited financial statements referred to in Section 3.4 .

SECTION 1.3 Accounting Terms; GAAP . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrowers notify the Administrative Agent that the Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

SECTION 2. AMOUNT AND TERMS OF CREDIT.

SECTION 2.1 Commitment of the Lenders .

(a) Each Lender severally and not jointly with the other Lenders agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans (each a “ Loan ” and collectively, the “ Loans ”) to the Borrowers at any time and from time to time during the period commencing on the date hereof and ending on the Termination Date (or the earlier date of termination of the Total Commitment) in an aggregate principal amount not to exceed, when added to such Lender’s Commitment Percentage of the then aggregate Letter of Credit Outstandings, the Commitment of such Lender, which Loans may be repaid and reborrowed in accordance with the provisions of this Agreement.

(b) Each Borrowing shall be made by the Lenders pro rata in accordance with their respective Commitments; provided , however , that the failure of any Lender to make any Loan shall not in itself relieve the other Lenders of their obligations to lend.

SECTION 2.2 Availability of Commitment; Borrowing Base .

(a) Subject to the terms, conditions and covenants hereof, the Total Commitment shall be available to the Borrowers (subject to compliance with the Borrowing Base and the terms, conditions and covenants in this Agreement).

(b) Notwithstanding any other provision of this Agreement to the contrary, Total Usage shall not at any time exceed the lesser of (x) the Total Commitment (as such Total Commitment may be reduced from time to time pursuant to the terms of this Agreement) and (y) the Borrowing Base, and no Loan shall be made or Letter of Credit issued in violation of the foregoing.

SECTION 2.3 Letters of Credit.

(a) Upon the terms and subject to the conditions herein set forth, the Borrowers may request a Fronting Bank, at any time and from time to time after the date hereof and prior to the Termination Date, to issue, and, subject to the terms and conditions contained herein, such Fronting Bank shall issue, for the account of the Borrowers one or more Letters of Credit in support of obligations of the Borrowers or one or more of the Subsidiaries, provided that no Letter of Credit shall be issued if after giving effect to such issuance (i) the aggregate Letter of Credit Outstandings would exceed $180,000,000, or (ii) the Total Usage would exceed the lesser of (x) the Total Commitment (as such Total Commitment may be reduced from time to time pursuant to the terms of this Agreement) and (y) the Borrowing Base. All Letters of Credit issued and outstanding under the Prior Agreement as of the initial extension of credit under this Agreement shall be deemed to be issued and outstanding under this Agreement and allocated pro rata among the Lenders in accordance with their Commitment Percentages as of the Closing Date.

(b) No Letter of Credit shall expire later than three hundred sixty-five (365) days after the Maturity Date, provided that if the Termination Date shall occur prior to the expiration of any Letter of Credit, the Borrowers shall, at or prior to the Termination Date, except as the Administrative Agent may otherwise agree in writing, (i) cause all Letters of Credit which expire after the Termination Date to be returned to the Fronting Bank undrawn and marked “canceled” or (ii) if the Borrowers are unable to do so in whole or in part, either (x) provide a “back-to-back” letter of credit to one or more Fronting Banks in a form satisfactory to such Fronting Bank and the Administrative Agent (in their exclusive discretion), issued by a bank satisfactory to such Fronting Bank and the Administrative Agent (in their exclusive discretion), in an amount equal to the greater of (A) an amount, as determined by the Fronting Bank and the Administrative Agent, equal to the face amount of all outstanding Letters of Credit plus the sum of all projected contractual obligations to the Administrative Agent, the Fronting Bank and the Lenders of the Borrowers thereunder through the expiration date(s) of such Letters of Credit, and (B) 105% of the then undrawn stated amount of all outstanding Letters of Credit issued by such Fronting Banks and/or (y) deposit cash in the Letter of Credit Account in an

amount which, together with any amounts then held in the Letter of Credit Account, is equal to the greater of (A) an amount, as determined by the Fronting Bank and the Administrative Agent, equal to the face amount of all outstanding Letters of Credit plus the sum of all projected contractual obligations to the Administrative Agent, the Fronting Bank and the Lenders of the Borrowers thereunder through the expiration date(s) of such Letters of Credit, and (B) 105% of the then undrawn stated amount of all Letter of Credit Outstandings as collateral security for the Borrowers’ reimbursement obligations in connection therewith, such cash to be promptly remitted to the Borrowers upon the expiration, cancellation or other termination or satisfaction of such reimbursement obligations.

(c) The Borrowers shall pay to each Fronting Bank, in addition to such other fees and charges as are specifically provided for in Section 2.21 hereof, such fees and charges in connection with the issuance and processing of the Letters of Credit issued by such Fronting Bank as are customarily imposed by such Fronting Bank from time to time in connection with letter of credit transactions.

(d) Drafts drawn under each Letter of Credit shall be reimbursed by the Borrowers in Dollars not later than the first Business Day following the date of draw and shall bear interest from the date of draw until the first Business Day following the date of draw at a rate per annum equal to (A) the Alternate Base Rate plus 2.00% with respect to draws that constitute Tranche A Usage and (B) the Alternate Base Rate plus 3.50% with respect to draws that constitute Tranche B Usage and thereafter until reimbursed in full at a rate per annum equal to (I) the Alternate Base Rate plus 4.00% with respect to draws that constitute Tranche A Usage and (II) the Alternate Base Rate plus 5.50% with respect to draws that constitute Tranche B Usage (computed on the basis of the actual number of days elapsed over a year of 360 days). The Borrowers shall effect such reimbursement (x) if such draw occurs prior to the Termination Date (or the earlier date of termination of the Total Commitment), in cash or through a Borrowing of Loans without the satisfaction of the conditions precedent set forth in Section 4.2 or (y) if such draw occurs on or after the Termination Date (or the earlier date of termination of the Total Commitment), in cash. Each Lender agrees to make the Loans described in clause (x) of the preceding sentence notwithstanding a failure to satisfy the applicable lending conditions thereto or the provisions of Section 2.29 .

(e) Immediately upon the issuance of any Letter of Credit by any Fronting Bank, such Fronting Bank shall be deemed to have sold to each Lender other than such Fronting Bank and each such other Lender shall be deemed unconditionally and irrevocably to have purchased from such Fronting Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Commitment Percentage, in such Letter of Credit, each drawing thereunder and the obligations of the Borrowers under this Agreement with respect thereto. Upon any change in the Commitments pursuant to Sections 2.10 , 2.13 , 2.14 or 9.3 , it is hereby agreed that with respect to all Letter of Credit Outstandings, there shall be an automatic adjustment to the participations hereby created to reflect the new Commitment Percentages of the assigning and assignee Lenders. Any action taken or omitted by a Fronting Bank under or in connection with a Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not create for such Fronting Bank any resulting liability to any other Lender.

(f) In the event that a Fronting Bank makes any payment under any Letter of Credit and the Borrowers shall not have reimbursed such amount in full to such Fronting Bank pursuant to this Section, the Fronting Bank shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of the Fronting Bank the amount of such Lender’s Commitment Percentage of such unreimbursed payment in Dollars and in same day funds. If the Fronting Bank so notifies the Administrative Agent, and the Administrative Agent so notifies the Lenders prior to 12:00 p.m. (New York City time) on any Business Day, such Lenders shall make available to the Fronting Bank such Lender’s Commitment Percentage of the amount of such payment on such Business Day in same day funds. If and to the extent such Lender shall not have so made its Commitment Percentage of the amount of such payment available to the Fronting Bank, such Lender agrees to pay to such Fronting Bank, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of such Fronting Bank at the Federal Funds Effective Rate. The failure of any Lender to make available to the Fronting Bank its Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to the Fronting Bank its Commitment Percentage of any payment under any Letter of Credit on the date required, as specified above, but no Lender shall be responsible for the failure of any other Lender to make available to such Fronting Bank such other Lender’s Commitment Percentage of any such payment. Whenever a Fronting Bank receives a payment of a reimbursement obligation as to which it has received any payments from the Lenders pursuant to this paragraph, such Fronting Bank shall pay to each Lender which has paid its Commitment Percentage thereof, in Dollars and in same day funds, an amount equal to such Lender’s Commitment Percentage thereof.

(g) Unless otherwise requested by the Administrative Agent, each Fronting Bank shall report in writing to the Administrative Agent (i) on the first Business Day of each week, the daily activity (set forth by day) in respect of Letters of Credit during the immediately preceding week, including all issuances, extensions, amendments and renewals, all expirations and cancellations and all disbursements and reimbursements, (ii) on or prior to each Business Day on which such Fronting Bank expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance, amendment, renewal or extension and the aggregate face amount of the Letters of Credit to be issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and whether the amount thereof changed), it being understood that such Fronting Bank shall not permit any issuance, renewal, extension or amendment resulting in an increase in the amount of a Letter of Credit to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement, (iii) on each Business Day on which such Fronting Bank makes any payment under any Letter of Credit, the date of such payment and the amount of such payment, (iv) on any Business Day on which a Borrower fails to reimburse a payment under a Letter of Credit required to be reimbursed to such Fronting Bank on such day, the date of such failure, the applicable Borrower and the amount and currency of such Letter of Credit payment and (v) on any other Business Day, such other information as the Administrative Agent shall reasonably request.

SECTION 2.4 Issuance . Whenever the Parent Borrower or a Subsidiary Borrower desire a Fronting Bank to issue a Letter of Credit, they shall give to such Fronting

Bank and the Administrative Agent at least three (3) Business Days’ prior written (including facsimile communication) notice (or such shorter period as may be agreed upon by the Administrative Agent, the Borrowers and the Fronting Bank) specifying the date on which the proposed Letter of Credit is to be issued (which shall be a Business Day), the stated amount of the Letter of Credit so requested, the expiration date of such Letter of Credit and the name and address of the beneficiary thereof.

SECTION 2.5 Nature of Letter of Credit Obligations Absolute . The obligations of the Borrowers to reimburse the Lenders for drawings made under any Letter of Credit shall be joint and several, unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, setoff, defense or other right which any Borrower may have at any time against a beneficiary of any Letter of Credit or against any of the Lenders, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction; (iii) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by a Fronting Bank of any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit; (v) any other circumstance or happening whatsoever, which is similar to any of the foregoing; or (vi) the fact that any Event of Default shall have occurred and be continuing.

SECTION 2.6 Making of Loans .

(a) Except as contemplated by Section 2.11 , Loans shall be either ABR Loans or Eurodollar Loans as the Borrowers may request subject to and in accordance with this Section, provided that all Loans made pursuant to the same Borrowing shall, unless otherwise specifically provided herein, be Loans of the same Type. Each Lender may fulfill its Commitment with respect to any Eurodollar Loan or ABR Loan by causing any lending office of such Lender to make such Loan; provided that any such use of a lending office shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement. Each Lender shall, subject to its overall policy considerations, use reasonable efforts (but shall not be obligated) to select a lending office which will not result in the payment of increased costs by the Borrowers pursuant to Sections 2.15 or 2.18 . Subject to the other provisions of this Section and the provisions of Section 2.12 , Borrowings of Loans of more than one Type may be incurred at the same time, provided that no more than twelve (12) Borrowings of Eurodollar Loans may be outstanding at any time. All borrowings outstanding under the Prior Agreement as of the initial extension of credit under this Agreement shall be deemed to be outstanding under this Agreement and allocated pro rata among the Lenders in accordance with their Commitment Percentages as of the Closing Date.

(b) The applicable Borrower shall give the Administrative Agent prior written, facsimile or telephonic (confirmed promptly in writing) notice of each Borrowing of Loans hereunder of at least three (3) Business Days for Eurodollar Loans and one (1) Business Day for ABR Loans (subject, in the case of ABR Loans, to the last sentence of this Section); such notice shall be irrevocable and shall specify the amount of the proposed Borrowing (which shall not be less than $5,000,000 for Eurodollar Loans and $1,000,000 for ABR Loans, or any

integral multiple of $1,000,000 in excess of such minimum amounts) and the date thereof (which shall be a Business Day) and shall contain disbursement instructions. Such notice, to be effective, must be received by the Administrative Agent not later than 12:00 p.m., New York City time, on the third Business Day in the case of Eurodollar Loans and the first Business Day in the case of ABR Loans, preceding the date on which such Borrowing is to be made except as provided in the last sentence of this Section 2.06(b). Such notice shall specify whether the Borrowing then being requested is to be a Borrowing of ABR Loans or Eurodollar Loans. If no election is made as to the Type of Loan, such notice shall be deemed a request for Borrowing of ABR Loans. The Administrative Agent shall promptly notify each Lender of its proportionate share of such Borrowing, the date of such Borrowing, the Type of Borrowing or Loans being requested and the Interest Period or Interest Periods applicable thereto, as appropriate. On the Borrowing date specified in such notice, each Lender shall make its share of the Borrowing available at the office of the Administrative Agent at 270 Park Avenue, New York, New York 10017, no later than 12:00 p.m., New York City time, in immediately available funds. Upon receipt of the funds made available by the Lenders to fund any Borrowing hereunder, the Administrative Agent shall disburse such funds in the manner specified in the notice of Borrowing delivered by the Borrowers. With respect to ABR Loans in an aggregate amount of up to $3,000,000, the Lenders shall make such Borrowings available to the Administrative Agent no later than 12:00 p.m., New York City time, in immediately available funds, and the Administrative Agent shall disburse such Borrowings in accordance with the applicable Borrower’s instructions consistent with this Agreement by 3:00 p.m., New York City time, on the same Business Day that such Borrower gives notice to the Administrative Agent of such Borrowing by 10:00 a.m., New York City time.

SECTION 2.7 Repayment of Loans and Unreimbursed Draws; Evidence of Debt .

(a) The Borrowers hereby jointly and severally unconditionally promise to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan and each unreimbursed draw under all Letters of Credit as set forth herein.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Parent Borrower and the Subsidiary Borrowers to such Lender resulting from each Loan made by such Lender or participation in each Letter of Credit in which such Lender is participating, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Parent Borrower or the Subsidiary Borrowers, as the case may be, to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in a form furnished by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.3 ) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

SECTION 2.8 Interest on Loans .

(a) Subject to the provisions of Section 2.9 , each ABR Loan shall bear interest (computed, for ABR Loans wherein the Alternate Base Rate is determined by reference to the Base CD Rate or the Federal Funds Effective Rate, on the basis of the actual number of days elapsed over a year of 360 days, and otherwise computed on the basis of the actual number of days elapsed over a year of 365 days) at a rate per annum equal to (x) the Alternate Base Rate plus 2.00% with respect to ABR Loans that constitute Tranche A Usage and (y) the Alternate Base Rate plus 3.50% with respect to ABR Loans that constitute Tranche B Usage.

(b) Subject to the provisions of Section 2.9 , each Eurodollar Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal, during each Interest Period applicable thereto, to (x) the Adjusted LIBOR Rate for such Interest Period in effect for such Borrowing plus 3.00% with respect to Eurodollar Loans that constitute Tranche A Usage and (y) the Adjusted LIBOR Rate for such Interest Period in effect for such Borrowing plus 4.50% with respect to Eurodollar Loans that constitute Tranche B Usage.

(c) Accrued interest on all Loans shall be payable in arrears on each Interest Payment Date applicable thereto, at maturity (whether by acceleration or otherwise), after such maturity on demand and (with respect to Eurodollar Loans) upon any repayment or prepayment thereof (on the amount prepaid).

SECTION 2.9 Default Interest . If any Borrower shall default in the payment of the principal of or interest on any Loan or in the payment of any other amount becoming due hereunder (including, without limitation, the reimbursement pursuant to Section 2.3(d) of any draft drawn under a Letter of Credit), whether at stated maturity, by acceleration or otherwise, such Borrower shall on demand from time to time pay interest, to the extent permitted by law, on such defaulted amount up to (but not including) the date of actual payment (after as well as before judgment) at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to 2% above the then applicable rate.

SECTION 2.10 Optional Termination or Reduction of Commitment . Upon at least three (3) Business Days’ prior written notice to the Administrative Agent, the Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the

Unused Total Commitment. Each such reduction or termination, as applicable, of the Unused Total Commitment shall be in the principal amount of $1,000,000 or any integral multiple of $1,000,000 in excess thereof. Any reduction or termination, as applicable, pursuant to this Section shall be deemed to be

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