July 3, 1997
Xx. Xxxxx X. Xxxxxxxx
Vice President and CFO
Xxxxxxx Purina Company
Checkerboard Square - Floor 15T
Xx. Xxxxx, XX 00000
Dear Xx. Xxxxxxxx:
This letter amends the Shareholder Agreement dated July 22, 1995 by and among
Interstate Bakeries Corporation ("IBC"), Xxxxxxx Purina Company ("Xxxxxxx") and
VCS Holding Company (the "Shareholder Agreement").
The parties agree that if the consummation of the SAILS transaction occurs
between July 22, 1997 and August 15, 1997, then certain provisions of the
Shareholder Agreement shall be deemed amended as set forth below. If the SAILS
transaction is consummated prior to July 22, 1997 or is not consummated by
August 15, 1997, then the Shareholder Agreement shall not be deemed to be
amended as set forth below.
1. The phrase "until the sixth anniversary date of this Agreement" in Section
2.1 of the Shareholder Agreement shall be replaced with "until 24 days
after the sixth anniversary date of this Agreement."
2. The phrase "commencing on the fifth anniversary date of this Agreement" in
Section 9.1(a) of the Shareholder Agreement shall be replaced with
"commencing on the 24th day after the fifth anniversary of the date of this
Agreement."
3. The phrase "within one (1) year following the expiration of the fifth
anniversary date" in Section 9.1(c) of the Shareholder Agreement shall be
replaced with "within one (1) year and 24 days following the expiration of
the fifth anniversary date."
4. The phrase "on the fifth anniversary date of this Agreement" in Section
10.6 of the Shareholder Agreement shall be replaced with "on the 24th day
after the fifth anniversary date of this Agreement."
5. The phrase "which is five (5) years from the date hereof," in Section 11.15
of the Shareholder Agreement shall be replaced with "which is five (5)
years and 24 days from the date hereof," and the phrase "which is six (6)
years from the date hereof" in Section 11.15 shall be replaced with "which
is six (6) years and 24 days from the date hereof."
If the foregoing is acceptable to you, please indicate by signing two of the
originals of each of this letter where indicated and return them to us.
INTERSTATE BAKERIES CORPORATION
By: /s/Ray Xxxxx Xxxxxx
Title: Vice President
XXXXXXX PURINA COMPANY
By: /s/ Xxxxx X. Xxxxxxxx
Title: Vice President and CFO
cc: Xxxxx X. Xxxxxxx, Esq.
General Counsel
Xxxxxxx Purina Company
Xxxxxxxxxxxx Xxxxxx
Xx. Xxxxx, XX 00000
Xxxx X. Xxxxxx
Vice President and Treasurer
Interstate Bakeries Corporation
00 Xxxx Xxxxxx Xxxxxxxxx
Xxxxxx Xxxx, XX 00000
