0001104659-03-006993 Sample Contracts

EMPLOYMENT AGREEMENT
Employment 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”).

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MANAGEMENT CONTINUITY AGREEMENT
Management 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”).

FIRST AMENDMENT
First Amendment • 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”).

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