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Exhibit B
STOCK REPURCHASE AGREEMENT
BY AND AMONG
XXXXXXX PURINA COMPANY,
VCS HOLDING COMPANY,
AND
INTERSTATE BAKERIES CORPORATION
DATED
APRIL 29, 1997
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STOCK REPURCHASE AGREEMENT
THIS STOCK REPURCHASE AGREEMENT ("Repurchase Agreement") is dated as
of April 29, 1997, by and among XXXXXXX PURINA COMPANY, a Missouri corporation
("RPC"), VCS HOLDING COMPANY, a Delaware corporation ("VCS") (RPC and VCS
being collectively referred to as "Xxxxxxx"), and INTERSTATE BAKERIES
CORPORATION, a Delaware corporation ("IBC"). Capitalized terms not defined
herein shall have the meanings set forth in the Xxxxxxx and IBC Shareholders
Agreement dated July 22, 1995 (the Agreement ), as modified herein.
WHEREAS, the Agreement related to the acquisition by Xxxxxxx of
16,923,077 shares of common stock of IBC (referred to as the "IBC Equity" in
Section 11.13 of the Agreement) pursuant to the acquisition of Continental
Baking Company ("CBC");
WHEREAS, Xxxxxxx desires to exercise one of its Demand Registrations
to register a certain number of shares of the IBC Equity (the "Offered Shares"
) in conjunction with Xxxxxxx'x offering of between $360,000,000 and
$400,000,000 of exchangeable notes (the "Notes"), which will be exchangeable
at maturity three years after issuance for the Offered Shares or cash (the
"Notes Transaction" ) ;
WHEREAS, pursuant to the Agreement, IBC has a right of First Offer
with respect to all, but not less than all, of the Offered Shares but has
notified Xxxxxxx of its waiver of such right with respect to the Offered
Shares that are transferred in exchange for the Notes; and
WHEREAS, notwithstanding IBC's waiver of its right to acquire all of
the Offered Shares, IBC desires to acquire from Xxxxxxx, and Xxxxxxx desires
to sell to IBC certain of the IBC Equity (not part of the Offered Shares) on
the terms and subject to the conditions as more fully set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows.
ARTICLE I
STOCK REPURCHASE OBLIGATION
SECTION 1.1 THE STOCK REPURCHASE OBLIGATION Subject to any
restrictions contained in applicable laws, Xxxxxxx and IBC hereby agree
that in connection with the closing of the Notes Transaction, Xxxxxxx
shall sell to IBC and IBC shall repurchase from Xxxxxxx, 1,000,000 shares
(the "Repurchase Shares") of the IBC Equity (other than the Offered
Shares) pursuant to the terms and conditions hereof (the "Repurchase
Obligation").
SECTION 1.2 PURCHASE PRICE The aggregate purchase price
(the "Purchase Price") to be paid for all of the Repurchase Shares
shall be (a) 1,000,000 multiplied by the initial Price per share of the
IBC Equity used to set the exchange rate for the Notes; (b) such
aggregate amount in (a) multiplied by .97; (c) plus an amount equal
to dividends declared on the Repurchase Shares but not paid prior to the
Closing Date.
SECTION 1.3 CLOSING OF THE PURCHASE The closing of
the purchase of the Repurchase Shares shall occur at 10:00 a.m. central
time at the offices of Shook, Hardy & Bacon L.L.P., 0000 Xxxx Xxxxxx,
Xxxxx 0000, Xxxxxx Xxxx, Xxxxxxxx 00000, immediately following the
closing of the Notes Transaction (which will occur in New York
City) or at such other place and time as the parties mutually agree (the
"Closing Date"). The parties agree that they shall negotiate in good faith
the rescheduling of the Closing Date (which in no event shall be later than
sixty days after the closing of the Notes Transaction), if necessary to comply
with Regulation M issued pursuant to the Securities Exchange Act of 1934, as
amended. If the Closing Date is more than five days after the closing of the
Notes Transaction, then IBC shall pay to RPC interest on the Purchase Price
equal to the rate of interest then paid by IBC on its principal bank
indebtedness.
SECTION 1.4 PAYMENT On the Closing Date, Xxxxxxx shall
surrender to IBC its duly endorsed stock certificates representing
the Repurchase Shares, free and clear of all liens and encumbrances
whatsoever, and IBC shall pay to Xxxxxxx the Purchase Price
in immediately available funds by wire transfer to an account designated in
writing by Xxxxxxx to IBC. Xxxxxxx shall deliver the wire transfer
instructions to IBC at least three business days prior to the Closing Date.
SECTION 1.5 TRANSFER OF TITLE Transfer of title to the
Repurchase Shares shall be deemed to occur automatically on the Closing
Date, subject to payment by IBC on such date of the Purchase Price.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
SECTION 2.1 REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx
hereby represents and warrants to IBC as follows:
(a) Xxxxxxx has all requisite legal and corporate power to
execute and deliver this Repurchase Agreement and to carry out and perform its
obligations under the terms of this Repurchase Agreement.
(b) The execution and delivery of this Repurchase Agreement and
the consummation of the transactions herein do not and will not violate any
agreement binding upon Xxxxxxx; and this Repurchase Agreement is the valid and
binding agreement of Xxxxxxx, enforceable against Xxxxxxx in accordance with
its terms subject to laws of general application relating to bankruptcy,
insolvency, the relief of debtors, general equity principles and limitations
upon rights to indemnity.
(c) Xxxxxxx has good and marketable title to at least 1,000,000
shares of the IBC Equity, free and clear of any liens, encumbrances,
restrictions on transfer or rights of others and shall keep such shares free
and clear of any liens, encumbrances, restrictions on transfer or rights of
others.
SECTION 2.2 REPRESENTATIONS AND WARRANTIES OF IBC IBC
hereby represents and warrants to Xxxxxxx as follows:
(a) IBC has all requisite legal and corporate power to
execute and deliver this Repurchase Agreement and to carry out and perform its
obligations under the terms of this Repurchase Agreement.
(b) The execution and delivery of this Repurchase
Agreement, and the consummation of the transactions herein provided, do not
and will not violate any agreement binding upon IBC, and this Agreement is the
valid and binding agreement of IBC, enforceable against IBC in accordance with
its terms subject to laws of general application relating to bankruptcy,
insolvency, the relief of debtors, general equity principles and limitations
on rights to indemnity.
ARTICLE III
GENERAL PROVISIONS
SECTION 3.1 SPECIFIC PERFORMANCE. The parties hereto
agree that irreparable damage would occur in the event any provision
of this Repurchase Agreement was not performed in accordance with
the terms hereof and that the parties shall be entitled to specific
performance of the terms hereof, in addition to any other remedy at
law or in equity.
SECTION 3.2 EXPENSES Except as otherwise provided in
this Repurchase Agreement, each party shall bear its
own expenses and costs in connection with this Repurchase
Agreement.
SECTION 3.3 AMENDMENT This Repurchase Agreement may
not be modified, amended, altered or supplemented except upon the
execution and delivery of a written agreement executed by the parties
hereto.
SECTION 3.4 SUCCESSORS AND ASSIGNS No party to
this Repurchase Agreement may assign any of its rights or obligations
under this Repurchase Agreement without the prior written consent
of the other parties.
SECTION 3.5 NOTICES All notices, requests, claims,
demands and other communications hereunder, unless
this Repurchase Agreement expressly provides otherwise, shall be in writing
and shall be given (and shall be deemed to have been duly given upon receipt)
by delivery in person, by facsimile or by registered or certified mail
(postage prepaid, return receipt requested), to the other party to the
addresses set forth in Section 11.5 of the Agreement.
SECTION 3.6 GOVERNING LAW This Repurchase Agreement shall
be governed by and construed in accordance with the laws of Missouri
without giving effect to the provisions thereof relating to conflicts
of laws.
SECTION 3.7 TERMINATION This Repurchase Agreement and
the rights and obligations hereunder shall terminate (if not consummated)
upon the written notification by Xxxxxxx of its decision not to consummate
the Notes Transaction or upon the mutual agreement of the parties.
In addition, IBC shall have the right to terminate this
Repurchase Agreement if the Notes Transaction has not been consummated by
August 15, 1997. No such termination shall relieve any party from liability
for any breach of this Repurchase Agreement.
SECTION 3.8 SEVERABILITY The provisions of this Repurchase
Agreement shall be deemed severable and the invalidity or unenforceability
of any provision shall not affect the validity or enforceability of the
other provisions hereof. If any provision of this
Repurchase Agreement, or the application thereof to any person or entity or
any circumstance, is invalid or unenforceable, (i) a suitable and equitable
provision shall be substituted therefor in order to carry out, so far as may
be valid and enforceable, the intent and purpose of such invalid and
unenforceable provision and (ii) the remainder of this Repurchase Agreement
and the application of such provision to other persons, entities or
circumstances shall not be affected by such invalidity or unenforceability,
nor shall such invalidity or unenforceability affect the validity or
enforceability of such provision, or the application thereof, in any other
jurisdiction.
SECTION 3.9 ENTIRE AGREEMENT This Repurchase Agreement
and the other documents delivered pursuant hereto and thereto, constitute
the entire agreement among the parties hereto with respect to the subject
matter hereof and supersede all other prior agreements and understandings,
both written and oral, among the parties with respect to the subject
matter hereof.
SECTION 3.10 DESCRIPTIVE HEADINGS The descriptive
headings herein are inserted for convenience of reference only and are
not intended to be part of or to affect the meaning or interpretation
of this Repurchase Agreement.
SECTION 3.11 COUNTERPARTS This Repurchase Agreement may be
executed in two or more counterparts, each of which shall be deemed to be
an original, but all of which shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Repurchase
Agreement as of the day and year first above written.
XXXXXXX PURINA COMPANY
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President and Chief Financial
Officer
VCS HOLDING COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Secretary
INTERSTATE BAKERIES CORPORATION
By: /s/ Ray Xxxxx Xxxxxx
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Name: Ray Xxxxx Xxxxxx
Title: Vice President, Corporate Secretary and
General Counsel
