AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 8th, 2002 • Interstate Bakeries Corp/De/ • Bakery products • New York
EXHIBIT 10.2 FORM OF PURCHASE AGREEMENT $__________ AGGREGATE PRINCIPAL AMOUNT INTERSTATE BAKERIES CORPORATION 6% SENIOR SUBORDINATED CONVERTIBLE NOTES DUE 2014 PURCHASE AGREEMENTPurchase Agreement • August 12th, 2004 • Interstate Bakeries Corp/De/ • Bakery products • New York
TRUSTEE INDENTUREIndenture • August 12th, 2004 • Interstate Bakeries Corp/De/ • Bakery products • New York
WITNESSETH:Revolving Credit Agreement • August 30th, 2006 • Interstate Bakeries Corp/De/ • Bakery products
SEVENTH AMENDMENTCredit Agreement • March 23rd, 2005 • Interstate Bakeries Corp/De/ • Bakery products • New York
EXHIBIT 99.6 FORM OF LETTER AGREEMENTShareholder Agreement • July 3rd, 1997 • Interstate Bakeries Corp/De/ • Bakery products
EXHIBIT 1.1 Interstate Bakeries Corporation (a Delaware corporation) 6,818,182 Shares of Common Stock FORM OF PURCHASE AGREEMENT Dated: May __, 2002 TABLE OF CONTENTS PURCHASE AGREEMENTPurchase Agreement • May 8th, 2002 • Interstate Bakeries Corp/De/ • Bakery products • New York
800,000,000 CREDIT AGREEMENT amongCredit Agreement • August 24th, 2001 • Interstate Bakeries Corp/De/ • Bakery products • New York
WITNESSETH:Revolving Credit Agreement • January 31st, 2007 • Interstate Bakeries Corp/De/ • Bakery products
EXHIBIT 10.1 THIS EMPLOYMENT AGREEMENT is made and entered into as of the 4th day of September, 2002, by and among INTERSTATE BAKERIES CORPORATION ("Bakeries"), INTERSTATE BRANDS CORPORATION ("Brands") and INTERSTATE BRANDS WEST CORPORATION ("West"),...Employment Agreement • October 3rd, 2002 • Interstate Bakeries Corp/De/ • Bakery products • Missouri
Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of January 30, 2007 (but is effective and binding upon the Parties as provided in subsection 19(b) below) by and among INTERSTATE BRANDS CORPORATION, a Delaware corporation, (unless the...Employment Agreement • January 31st, 2007 • Interstate Bakeries Corp/De/ • Bakery products • Missouri
SHAREHOLDER AGREEMENTShareholder Agreement • August 24th, 2001 • Interstate Bakeries Corp/De/ • Bakery products • Delaware
RIGHTS AGREEMENT INTERSTATE BAKERIES CORPORATION AND UMB BANK, N.A. AS RIGHTS AGENTRights Agreement • May 16th, 2000 • Interstate Bakeries Corp/De/ • Bakery products • Missouri
RECITALShare Purchase Agreement • July 25th, 2000 • Interstate Bakeries Corp/De/ • Bakery products • Delaware
EXHIBIT 10.3 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of August 12, 2004 by and among Interstate Bakeries Corporation, a Delaware corporation (the "Company"), and...Registration Rights Agreement • August 12th, 2004 • Interstate Bakeries Corp/De/ • Bakery products • New York
SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • June 30th, 2006 • Interstate Bakeries Corp/De/ • Bakery products
EXHIBIT 10.2 [LETTERHEAD OF ALVAREZ & MARSAL, LLC] September 21, 2004 Mr. Leo Benatar Chairman of the Board Interstate Bakeries Corporation 12 East Armour Boulevard Kansas City, Missouri 64111 Dear Mr. Benatar: This letter amends and restates the...Engagement Agreement • September 27th, 2004 • Interstate Bakeries Corp/De/ • Bakery products
EXHIBIT 99.5 ================================================================== ============== STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • May 29th, 1997 • Interstate Bakeries Corp/De/ • Bakery products • Missouri
Exhibit 10.19.1 FIRST AMENDMENT TO THE IBC RABBI TRUST AGREEMENT THIS FIRST AMENDMENT TO THE IBC RABBI TRUST AGREEMENT ("the Amendment") is entered into by and between INTERSTATE BAKERIES CORPORATION (the "Company") and UMB BANK, N.A. (the "Trustee")...Rabbi Trust Agreement • August 22nd, 2003 • Interstate Bakeries Corp/De/ • Bakery products
EMPLOYMENT AGREEMENTEmployment Agreement • April 22nd, 2003 • Interstate Bakeries Corp/De/ • Bakery products • Missouri
THIS EMPLOYMENT AGREEMENT (the “Agreement” or “Employment Agreement”) is made and entered into as of the 18th day of March, 2003, by and between INTERSTATE BRANDS WEST CORPORATION, a Delaware corporation (the “Company”), and Richard D. Willson (“Employee”).
CONSULTING AGREEMENTConsulting Agreement • October 4th, 2007 • Interstate Bakeries Corp/De/ • Bakery products • Missouri
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into this 27th day of July, 2007, by and among Interstate Brands Corporation, a Delaware corporation (the “Company”), and Interim LLC, a Texas limited liability company (“Consultant”).
AMENDMENT #2 TO THE SHAREHOLDER AGREEMENT AND AMENDMENT TO THE SUPPLEMENT TO SHAREHOLDER AGREEMENTShareholder Agreement • July 25th, 2000 • Interstate Bakeries Corp/De/ • Bakery products
FORM OF INDENTURE Dated as of [Issue Date], 200[•] Among INTERSTATE BAKERIES CORPORATION, THE SUBSIDIARY GUARANTORS PARTIES HERETO, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. AS TRUSTEE 5% Secured Convertible PIK-Election Series A Notes due...Indenture • December 3rd, 2008 • Interstate Bakeries Corp/De/ • Bakery products • New York
INDENTURE, dated as of [Issue Date], 200[•], among INTERSTATE BAKERIES CORPORATION, a Delaware corporation (the “Company”), THE SUBSIDIARY GUARANTORS (as defined herein) listed on Schedule 1 hereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
MANAGEMENT CONTINUITY AGREEMENTManagement Continuity Agreement • April 22nd, 2003 • Interstate Bakeries Corp/De/ • Bakery products • Missouri
This MANAGEMENT CONTINUITY AGREEMENT (this “Agreement”), is entered into by and between Interstate Bakeries Corporation (“IBC”), a Delaware corporation, and James R. Elsesser, an individual (the “Executive”).
EXHIBIT 99.4 SHAREHOLDER AGREEMENT by and among INTERSTATE BAKERIES CORPORATION, RALSTON PURINA COMPANYShareholder Agreement • May 29th, 1997 • Interstate Bakeries Corp/De/ • Bakery products • Delaware
Alvarez & Marsal, LLC Letterhead]Incentive Compensation Agreement • October 6th, 2006 • Interstate Bakeries Corp/De/ • Bakery products
Pursuant to the letter agreement dated October 14, 2004, which amended and restated prior letter agreements dated September 21, 2004, and August 27, 2004, by and between Alvarez and Marsal, LLC (“A&M”) and Interstate Bakeries Corporation (“IBC” or the “Company”) (as amended, the “Agreement”), this letter confirms the mutual agreement between the Board of Directors of IBC and A&M with respect to the incentive compensation contemplated by Section 2(e) of the Agreement. Any capitalized terms contained herein and not otherwise defined shall carry the meanings set forth in the Agreement.
SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • December 4th, 2007 • Interstate Bakeries Corp/De/ • Bakery products
This SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of November 29, 2007 (the “Second Amendment”), is entered into by and among INTERSTATE BAKERIES CORPORATION, a Delaware corporation (“Parent Borrower”), a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, each of the direct and indirect subsidiaries of the Parent Borrower party to the Credit Agreement (as defined below) (each individually a “Subsidiary Borrower” and collectively the “Subsidiary Borrowers”; and together with the Parent Borrower, the “Borrowers”), each of which is a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, JPMORGAN CHASE BANK, N.A., a national banking association (“JPMCB”), and each of the other commercial banks, finance companies, insurance companies or other financial institutions or funds from time to time party to the Credit Agreement (together with JPMCB, the “Lenders”), JPMORGAN CHASE BANK, N.A
Second Amended and Restated Revolving Credit and Letter of Credit Facility Commitment LetterRevolving Credit and Letter of Credit Facility Commitment Letter • April 22nd, 2008 • Interstate Bakeries Corp/De/ • Bakery products
THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • December 20th, 2007 • Interstate Bakeries Corp/De/ • Bakery products
This THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of December 19, 2007 (the “Third Amendment”), is entered into by and among INTERSTATE BAKERIES CORPORATION, a Delaware corporation (“Parent Borrower”), a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, each of the direct and indirect subsidiaries of the Parent Borrower party to the Credit Agreement (as defined below) (each individually a “Subsidiary Borrower” and collectively the “Subsidiary Borrowers”; and together with the Parent Borrower, the “Borrowers”), each of which is a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, JPMORGAN CHASE BANK, N.A., a national banking association (“JPMCB”), and each of the other commercial banks, finance companies, insurance companies or other financial institutions or funds from time to time party to the Credit Agreement (together with JPMCB, the “Lenders”), JPMORGAN CHASE BANK, N.A.,
LIMITED LIABILITY COMPANY AGREEMENT OF IBC TRUCKING, LLCLimited Liability Company Agreement • December 3rd, 2008 • Interstate Bakeries Corp/De/ • Bakery products • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), is made as of the 30th day of May, 2004, by IBC Trucking, LLC, a Delaware limited liability company (the “Company”), and IBC Sales Corporation, a Delaware corporation (the “Member”).
SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • May 12th, 2008 • Interstate Bakeries Corp/De/ • Bakery products
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 SECURITI
EXHIBIT 10.2 DEFERRED SHARE AWARD NOTICE THIS DEFERRED SHARE AWARD NOTICE ("Notice") is effective as of October 1, 2002, (the "Date of Grant") by and between Interstate Bakeries Corporation, a Delaware corporation ("IBC"), and James R. Elsesser, an...Deferred Share Award Notice • October 3rd, 2002 • Interstate Bakeries Corp/De/ • Bakery products
FIRST AMENDMENTCredit Agreement • April 22nd, 2003 • Interstate Bakeries Corp/De/ • Bakery products • New York
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”).
RE: Extension of Consulting AgreementConsulting Agreement • September 15th, 2008 • Interstate Bakeries Corp/De/ • Bakery products
This letter is being sent in reference to the Consulting Agreement dated July 27, 2007, and effective June 30, 2007, between Interstate Brands Corporation (“IBC”) and Timpanogos Consulting LLC (“Consultant”). As you are aware, the Consulting Agreement was scheduled to expire on March 29, 2008, and we agreed pursuant to a prior letter agreement to extend it through April 21, 2008 and again through May 5, 2008. While IBC has not yet finalized its strategy for exiting its pending bankruptcy proceedings, your continued service is of great importance to the company’s future. Therefore, we would like to extend the current Consulting Agreement until May 19, 2008. During the extension, your rate of compensation will remain at $750 per hour (limited to 60 hours per week with no daily limit) but will not be subject to any holdback. At the conclusion of the extension period, the Agreement will continue until terminated by either party on one (1) day notice to the other. All other terms and condit
FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • April 17th, 2008 • Interstate Bakeries Corp/De/ • Bakery products
This FOURTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of December 19, 2007 (the “Fourth Amendment”), is entered into by and among INTERSTATE BAKERIES CORPORATION, a Delaware corporation (“Parent Borrower”), a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, each of the direct and indirect subsidiaries of the Parent Borrower party to the Credit Agreement (as defined below) (each individually a “Subsidiary Borrower” and collectively the “Subsidiary Borrowers”; and together with the Parent Borrower, the “Borrowers”), each of which is a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code, and JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent (the “Administrative Agent”) for the commercial banks, finance companies, insurance companies or other financial institutions or funds from time to time party to the Credit Agreement (the “Lenders”).
