Exhibit 10.1

EXECUTION COPY

FIRST AMENDMENT

FIRST AMENDMENT, dated as of April 21, 2003 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of April 25, 2002 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Interstate Bakeries Corporation, a Delaware corporation (“Holdings”), Interstate Brands Corporation, a Delaware corporation (“Brands”), Interstate Brands West Corporation, a Delaware corporation (“Brands West”; each of Brands and Brands West, a “Borrower” and, together, the “Borrowers”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), THE BANK OF NOVA SCOTIA, BNP PARIBAS COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. “RABOBANK INTERNATIONAL”, NEW YORK BRANCH, and SUNTRUST BANK, each as a co-documentation agent, BANK OF AMERICA, N.A., as syndication agent, and JPMORGAN CHASE BANK, (f/k/a The Chase Manhattan Bank), as administrative agent (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrowers;

WHEREAS, the Borrowers have requested, and, upon this Amendment becoming effective, the Lenders have agreed, that certain provisions of the Credit Agreement be amended as set forth below;

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

SECTION 1. Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

SECTION 2. Amendments to Credit Agreement.

(a) Amendments to Section 1. Section 1.1 of the Credit Agreement is hereby amended as follows:

(i) by deleting the proviso to clause (vi) of the defined term “Consolidated EBITDA” and substituting in lieu thereof the following new proviso:

provided, that the portion of such charges for non-recurring items representing cash charges so added to Consolidated Net Income shall not exceed a cumulative amount of $20,000,000 from and after August 24, 2002

(ii) by deleting the defined term “L/C Commitment” and substituting in lieu thereof the following:

“L/C Commitment”: $175,000,000.

(iii) by deleting the table set forth in the defined term “Pricing Grid” in its entirety and substituting in lieu thereof the table set forth in Annex 1 hereto.

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

4.1 Financial Condition. The audited consolidated balance sheets of Holdings and its Subsidiaries as at June 1, 2002, and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheets of Holdings as at August 24, 2002, November 16, 2002 and March 8, 2003, and the related unaudited consolidated statements of income and cash flows for the three-month periods ended on such dates, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the periods then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Such financial statements and the notes thereto disclose all material liabilities, direct or contingent, of the Group Members that are required to be so disclosed under GAAP. During the period from June 1, 2002 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

(ii) Section 4.2 is amended by deleting such section in its entirety and substituting in lieu thereof the following:

4.2 No Change. There has been no material adverse change in the business, assets, operations or financial condition of Holdings and the Subsidiaries, taken as a whole, since June 1, 2002.

(c) Amendments to Section 7. (i) Section 7.1(a) of the Credit Agreement is hereby amended by deleting such section in its entirety and substituting in lieu thereof the following:

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

Fiscal Quarter		Consolidated Leverage Ratio
May 31, 2003		3.10 to 1.00
August 23, 2003		3.75 to 1.00
November 15, 2003		3.75 to 1.00
March 6, 2004		3.75 to 1.00
May 29, 2004		3.25 to 1.00
August 21, 2004		3.00 to 1.00
November 13, 2004 and thereafter		2.75 to 1.00

(ii) Section 7.1(b) of the Credit Agreement is hereby amended by deleting such subsection in its entirety and substituting in lieu thereof the following:

(b) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as at the last day of any period of four consecutive fiscal quarters of Holdings (or, if less, the number of full fiscal quarters subsequent to the Closing Date) ending with any fiscal quarter set forth below to be less than the ratio set forth below opposite such fiscal quarter:

Fiscal Quarter		Consolidated Interest Coverage Ratio
May 31, 2003		4.75 to 1.00
August 23, 2003		3.75 to 1.00
November 15, 2003		3.55 to 1.00
March 6, 2004		3.55 to 1.00
May 29, 2004		4.00 to 1.00
August 21, 2004 and thereafter		5.00 to 1.00

SECTION 3. Conditions to Effectiveness of Amendment. This Amendment shall be effective on the date on which all of the following conditions precedent have been satisfied or waived (the “Effective Date”):

(a) The Administrative Agent (or its counsel) shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each of (i) Holdings, (ii) the Borrowers and (iii) each of the Lenders constituting the Required Lenders;

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

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

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

SECTION 4. Representations and Warranties. Each of the representations and warranties made by each of Holdings and the Borrowers in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the date hereof as if made as of the date hereof, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date; provided that each reference to the Credit Agreement therein shall be deemed to be a reference to the Credit Agreement after giving effect to this Amendment.

SECTION 5. Effect on the Loan Documents. (a) Except as specifically amended above, the Credit Agreement and all other Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

SECTION 6. Expenses. Holdings and the Borrowers agree to pay or reimburse the Administrative Agent for all of its out-of-pocket costs and reasonable expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transaction contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.

SECTION 7. Affirmation of Guaranty and Credit Agreement. The Guarantors hereby consent to this Amendment and hereby confirm, reaffirm and restate that their obligations under or in respect of the Credit Agreement and the documents related thereto to which they are a party are and shall remain in full force and effect after giving effect to the foregoing Amendment.

SECTION 8. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 9. Execution in Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

	INTERSTATE BAKERIES CORPORATION, as Guarantor

	By: /s/ Paul E. Yarick
	Name: Paul E. Yarick
	Title: Senior Vice President—Finance and Treasurer

	INTERSTATE BRANDS CORPORATION, as a Borrower

	By: /s/ Paul E. Yarick
	Name: Paul E. Yarick
	Title: Senior Vice President—Finance and Treasurer

	INTERSTATE BRANDS WEST CORPORATION, as a Borrower

	By: /s/ Paul E. Yarick
	Name: Paul E. Yarick
	Title: Senior Vice President—Finance and Treasurer

	JP MORGAN CHASE BANK, as Administrative Agent, an Issuing Lender and a Lender

	By: /s/ Martha Gurwit
	Name: Martha Gurwit
	Title: Vice President

	HARRIS TRUST & SAVINGS BANK, as an Issuing Lender and a Lender

	By: /s/ Karen L. Knudsen
	Name: Karen Knudsen
	Title: Vice President

	AGFIRST FARM CREDIT BANK

	By: /s/ Richard N. Thorpe
	Name: Richard N. Thorpe
	Title: Vice President

	AGSTAR FINANCIAL SERVICES, PCA

	By: /s/ James M. Grafing
	Name: James M. Grafing
	Title: SVP — Syndicated Finance

	AIG SUNAMERICA LIFE ASSURANCE CO.

	By: /s/ Steven S. Oh
	Name: Steven S. Oh
	Title: Authorized Agent

	AIMCO CDO SERIES 2000-A

	By: /s/ Chris Goergen
	Name: Chris Goergen
	Title: Authorized Signatory

	By: /s/ Jerry D. Zinkula
	Name: Jerry D. Zinkula
	Title: Authorized Signatory

	AIMCO CLO SERIES 2001-A

	By: /s/ Chris Goergen
	Name: Chris Goergen
	Title: Authorized Signatory

	By: /s/ Jerry D. Zinkula
	Name: Jerry D. Zinkula
	Title: Authorized Signatory

	ALLSTATE LIFE INSURANCE COMPANY

	By: /s/ Chris Goergen
	Name: Chris Goergen
	Title: Authorized Signatory

	By: /s/ Jerry D. Zinkula
	Name: Jerry D. Zinkula
	Title: Authorized Signatory

	BANCO ESPIRITO SANTO S.A., NASSAU BRANCH

	By: /s/ Andrew M. Orsen
	Name: Andrew M. Orsen
	Title: Vice President

	By: /s/ Terry R. Hull
	Name: Terry R. Hull
	Title: Senior Vice President

	BANK HAPOALIM B.M.

	By: /s/ James P. Surless
	Name: James P. Surless
	Title: Vice President

	By: /s/ Laura Anne Raffa
	Name: Laura Anne Raffa
	Title: Senior Vice President & Corporate Manager

	BANK OF AMERICA, N.A.

	By: /s/ William F. Sweeney
	Name: William F. Sweeney
	Title: Managing Director

	BNP PARIBAS

	By: /s/ Jo Ellen Bender
	Name: Jo Ellen Bender
	Title: Managing Director

	By: /s/ Peter Labrie
	Name: Peter Labrie
	Title: Central Region Manager

	BRYN MAWR CLO, LTD.

	By: /s/ Matt Stouffer
	Name: Matt Stouffer
	Title: Vice President

	CASTLE HILL I — INGOTS, LTD.
	By: Sankaty Advisors, LLC as Collateral Manager

	By: /s/ Diane J. Exter
	Name: Diane J. Exter
	Title: Managing Director & Portfolio Manager

	CASTLE HILL II — INGOTS, LTD.
	By: Sankaty Advisors, LLC as Collateral Manager

	By: /s/ Diane J. Exter
	Name: Diane J. Exter
	Title: Managing Director & Portfolio Manager

	CHINATRUST COMMERCIAL BANK NEW YORK BRANCH

	By: /s/ John Teng
	Name: John Teng
	Title: EVP & Branch Manager

	CoBANK, ACB

	By: /s/ S. Richard Dill
	Name: S. Richard Dill
	Title: Vice President

	COMERICA BANK

	By: /s/ James B. Haeffner
	Name: James B. Haeffner
	Title: First Vice President

	COMMERCE BANK, N.A.

	By: /s/ Lance Holden
	Name: Lance Holden
	Title: Vice President

	COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A., “RABOBANK INTERNATIONAL” NEW YORK BRANCH

	By: /s/ Brad Peterson
	Name: Brad Peterson
	Title: Executive Director

	By: /s/ Ian Reece
	Name: Ian Reece
	Title: Managing Director

	CREDIT LYONNAIS NEW YORK BRANCH

	By: /s/ Lee E. Greve
	Name: Lee E. Greve
	Title: First Vice President

	FARM CREDIT BANK OF WICHITA

	By: /s/ Patrick Zeka
	Name: Patrick Zeka
	Title: Vice President

	FARM CREDIT SERVICES OF AMERICA, PCA

	By: /s/ Bruce P. Rouse
	Name: Bruce P. Rouse
	Title: Vice President

	FARM CREDIT SERVICES OF MISSOURI, PCA

	By: /s/ Michael D. Scherer
	Name: Michael D. Scherer
	Title: Vice President, Agribusiness

	FRANKLIN CLO I, LIMITED

	By: /s/ David Ardini
	Name: David Ardini
	Title: Vice President

	FRANKLIN CLO III, LIMITED

	By: /s/ David Ardini
	Name: David Ardini
	Title: Vice President

	GALAXY CLO 1999-1 LTD.

	By: /s/ Steven S. Oh
	Name: Steven S. Oh
	Title: Authorized Agent

	HARBOUR TOWN FUNDING LLC

	By: /s/ Ann E. Morris
	Name: Ann E. Morris
	Title: Asst. Vice President

	IKB CAPITAL CORPORATION

	By: /s/ David Snyder
	Name: David Snyder
	Title: President

	INDOSUEZ CAPITAL FUNDING VI, LIMITED

	By: /s/ Andrew Brady
	Name: Andrew Brady
	Title: Vice President

	ING PRIME RATE TRUST

	By: /s/ Jeffrey A. Bakalar
	Name: Jeffrey A. Bakalar
	Title: Sr. Vice President

	ING SENIOR INCOME FUND

	By: /s/ Jeffrey A. Bakalar
	Name: Jeffrey A. Bakalar
	Title: Sr. Vice President

	LIBERTY FLOATING RATE ADVANTAGE FUND

	By: /s/ James R. Fellows
	Name: James R. Fellows
	Title: Sr. Vice President & Portfolio Manager

	LONG LANE MASTER TRUST
	By: Fleet National Bank as Trust Administrator

	By: /s/ Kevin Kearns
	Name: Kevin Kearns
	Title: Managing Director

	MAPLEWOOD (CAYMAN) LIMITED

	By: /s/ Mary Ann McCarthy
	Name: Mary Ann McCarthy
	Title: Managing Director

	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

	By: /s/ Mary Ann McCarthy
	Name: Mary Ann McCarthy
	Title: Managing Director

	MITSUBISHI TRUST AND BANKING CORPORATION

	By: /s/ Ryo Magome
	Name: Ryo Magome
	Title: Sr. Vice President

	ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.

	By: /s/ Jeffrey A. Bakalar
	Name: Jeffrey A. Bakalar
	Title: Sr. Vice President

	ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.

	By: /s/ Jeffrey A. Bakalar
	Name: Jeffrey A. Bakalar
	Title: Sr. Vice President

	MONUMENT CAPITAL LTD.

	By: /s/ Joel Serebransky
	Name: Joel Serebransky
	Title: Senior Vice President

	MOUNTAIN CAPITAL CLO I, LTD.

	By: /s/ Chris Siddons
	Name: Chris Siddons
	Title: Director

	MOUNTAIN CAPITAL CLO II, LTD.

	By: /s/ Chris Siddons
	Name: Chris Siddons
	Title: Director

	MUIRFIELD TRADING LLC

	By: /s/ Ann E. Morris
	Name: Ann E. Morris
	Title: Asst. Vice President

	NATIONAL BANK OF KUWAIT, S.A.K., GRAND CAYMAN BRANCH

	By: /s/ Muhannad Kamal
	Name: Muhannad Kamal
	Title: General Manager

	By: /s/ Robert J. McNeill
	Name: Robert J. McNeill
	Title: Executive Manager

	NUVEEN SENIOR INCOME FUND

	By: /s/ L. Mason
	Name: L. Mason
	Title: Portfolio Manger

	OLYMPIC FUNDING TRUST, SERIES 1999-1

	By: /s/ Ann E. Morris
	Name: Ann E. Morris
	Title: Authorized Agent

	PB CAPITAL

	By: /s/ Tyler J. McCarthy
	Name: Tyler J. McCarthy
	Title: Assistant Vice President

	By: /s/ Andrew Shipman
	Name: Andrew Shipman
	Title: Assistant Vice President

	PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD.

	By: /s/ Jeffrey A. Bakalar
	Name: Jeffrey A. Bakalar
	Title: Sr. Vice President

	PILGRIM CLO 1999-1 LTD

	By: /s/ Jeffrey A. Bakalar
	Name: Jeffrey A. Bakalar
	Title: Sr. Vice President

	PROMETHEUS INVESTMENT FUNDING NO. 1 LTD.

	By: /s/ Charles P. Strause
	Name: Charles P. Strause
	Title: Associate Director

	By: /s/ Elizabeth Tallmadge
	Name: Elizabeth Tallmadge
	Title: Managing Director & Chief Investment Officer

	PROMETHEUS INVESTMENT FUNDING NO. 2 LTD.

	By: /s/ Charles P. Strause
	Name: Charles P. Strause
	Title: Associate Director

	By: /s/ Elizabeth Tallmadge
	Name: Elizabeth Tallmadge
	Title: Managing Director & Chief Investment Officer

	RACE POINT CLO, LIMITED
	By: Sankaty Advisors, LLC as Collateral Manager

	By: /s/ Diane J. Exter
	Name: Diane J. Exter
	Title: Managing Director & Portfolio Manager

	RACE POINT II CLO, LIMITED
	By: Sankaty Advisors, LLC as Collateral Manager

	By: /s/ Diane J. Exter
	Name: Diane J. Exter
	Title: Managing Director & Portfolio Manager

	SEQUILS-CUMBERLAND I, LTD.

	By: /s/ Matt Stouffer
	Name: Matt Stouffer
	Title: Vice President

	SEQUILS — PILGRIM I, LTD

	By: /s/ Jeffrey A. Bakalar
	Name: Jeffrey A. Bakalar
	Title: Sr. Vice President

	SMOKY RIVER CDO, L.P.

	By: /s/ Melissa Marano
	Name: Melissa Marano
	Title: Partner

	SRF 2000 LLC

	By: /s/ Ann E. Morris
	Name: Ann E. Morris
	Title: Asst. Vice President

	SRF TRADING, INC.

	By: /s/ Ann E. Morris
	Name: Ann E. Morris
	Title: Asst. Vice President

	STEIN ROE & FARNHAM CLO I, LTD.

	By: /s/ James R. Fellows
	Name: James R. Fellows
	Title: Sr. Vice President & Portfolio Manager

	SUNAMERICA LIFE INSURANCE CO.

	By: /s/ Steven S. Oh
	Name: Steven S. Oh
	Title: Authorized Agent

	SUNTRUST BANK

	By: /s/ Michael Lapresi
	Name: Michael Lapresi
	Title: Director

	THE BANK OF EAST ASIA, LIMITED

	By: /s/ David Loh
	Name: David Loh
	Title: Vice President

	By: /s/ Victor Li
	Name: Victor Li
	Title: Vice President & General Manger

	THE BANK OF NEW YORK

	By: /s/ John-Paul Marotta
	Name: John-Paul Marotta
	Title: Vice President

	THE BANK OF NOVA SCOTIA

	By: /s/ V. Gibson
	Name: V. Gibson
	Title: Assistant Agent

	THE DEVELOPMENT BANK OF SINGAPORE LTD., LOS ANGELES AGENCY

	By: /s/ Chee Kien, Ong
	Name: Chee Kien, Ong
	Title: General Manager

	THE SUMITOMO TRUST & BANKING CO., LTD.

	By: /s/ Elizabeth A. Quirk
	Name: Elizabeth A. Quirk
	Title: Vice President

	TORONTO DOMINION (NEW YORK), INC.

	By: /s/ Susan K. Strong
	Name: Susan K. Strong
	Title: Vice President

	UMB BANK, N.A.

	By: /s/ Thomas S. Terry
	Name: Thomas S. Terry
	Title: Sr. Vice President

	US BANK NATIONAL ASSOCIATION

	By: /s/ David F. Higbee
	Name: David F. Higbee
	Title: Vice President

	VAN KAMPEN CLO I, LIMITED

	By: /s/ William Lenga
	Name: William Lenga
	Title: Vice President

	VAN KAMPEN CLO II, LIMITED

	By: /s/ William Lenga
	Name: William Lenga
	Title: Vice President

	WACHOVIA BANK, NATIONAL ASSOCIATION

	By: /s/ Anthony D. Braxton
	Name: Anthony D. Braxton
	Title: Director

ANNEX I

PRICING GRID

Level (based on the senior secured debt rating of Holdings and the Borrowers)	Facility Fee Rate		Applicable Margin for Eurodollar Revolving Loans		Applicable Margin for ABR Revolving Loans		Applicable Margin for Eurodollar Tranche A Term Loans		Applicable Margin for ABR Tranche A Term Loans		Applicable Margin for Eurodollar Tranche B Term Loans		Applicable Margin for ABR Tranche B Term Loans		Applicable Margin for Eurodollar Tranche C Term Loans		Applicable Margin for ABR Tranche C Term Loans
Level I Equal to or greater than BBB and Baa2 by S&P and Moody’s	.375	%	0.875	%	0.000	%	1.250	%	0.250	%	2.250	%	1.250	%	2.000	%	1.000	%
Level II BBB- and Baa3 by S&P and Moody’s	.375	%	1.1250	%	0.1250	%	1.500	%	0.500	%	2.250	%	1.250	%	2.000	%	1.000	%
Level III BB+ and Ba1 by S&P and Moody’s	.500	%	1.500	%	0.500	%	2.000	%	1.000	%	2.500	%	1.500	%	2.250	%	1.250	%
Level IV BB and Ba2 by S&P and Moody’s	.500	%	2.000	%	1.000	%	2.500	%	1.500	%	2.750	%	1.750	%	2.500	%	1.500	%
Level V Less than or equal to BB- and Ba3 by S&P and Moody’s	.500	%	2.250	%	1.250	%	2.750	%	1.750	%	3.000	%	2.000	%	2.750	%	1.750	%