Exhibit 99.1 VOTING AGREEMENT This Voting Agreement (the "Agreement") dated as of October 26, 2000 between Flowers Industries, Inc., a Georgia corporation ("TULIP"), and Kellogg Company, a Delaware corporation ("Parent"). WHEREAS, Keebler Foods...Voting Agreement • November 14th, 2000 • Keebler Foods Co • Cookies & crackers • Delaware
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT, made this 31st day of March, 1998, by and among FLOWERS INDUSTRIES, INC., a Georgia corporation (hereinafter referred to as "Purchaser"), ARTAL LUXEMBOURG...Stock Purchase Agreement • May 26th, 1998 • Keebler Foods Co • Cookies & crackers • Delaware
FORM OF SECOND AMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT This SECOND AMENDMENT AND CONSENT, dated as of November 17, 1997 (this "Amendatory Agreement") to the Existing Credit Agreement (as defined below) is among KEEBLER...Credit Agreement • January 7th, 1998 • Keebler Foods Co • Cookies & crackers • New York
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 10th, 1997 • Keebler Corp • Cookies & crackers • New York
amongCredit Agreement • November 16th, 1998 • Keebler Foods Co • Cookies & crackers
ARTICLE I DEFINITIONSNon-Qualified Stock Option Agreement • March 22nd, 1999 • Keebler Foods Co • Cookies & crackers
EMPLOYMENT AGREEMENT THIS AGREEMENT, dated and effective as of the 26th day of October, 2000, by and among Keebler Foods Company, a Delaware corporation (the "Company"), Kellogg Company, a Delaware corporation ("Kellogg"), and James Willard (the...Employment Agreement • March 23rd, 2001 • Keebler Foods Co • Cookies & crackers • Illinois
EXHIBIT 10.20 RECEIVABLES PURCHASE AGREEMENT dated as of January 29, 1999Receivables Purchase Agreement • March 22nd, 1999 • Keebler Foods Co • Cookies & crackers • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 16th, 2000 • Keebler Foods Co • Cookies & crackers • New York
W I T N E S S E T H:Credit Agreement • January 23rd, 1998 • Keebler Foods Co • Cookies & crackers • New York
FORM OF AMENDMENT NO. 1 TO THE MANAGEMENT STOCKHOLDER'S AGREEMENT (EXECUTIVES OTHER THAN O'NEILL, WALSH AND SPEAR)S Agreement • January 23rd, 1998 • Keebler Foods Co • Cookies & crackers • Illinois
PLAN AND AGREEMENT OF MERGERPlan and Agreement of Merger • January 7th, 1998 • Keebler Foods Co • Cookies & crackers • Delaware
DATED AS OFAgreement and Plan of Merger • November 14th, 2000 • Keebler Foods Co • Cookies & crackers • Delaware
RECITALSEmployment and Severance Agreement • January 23rd, 1998 • Keebler Foods Co • Cookies & crackers • Illinois
1 EXHIBIT 1.2 [ - ] SHARESArtal Stock Purchase Agreement • December 10th, 1998 • Keebler Foods Co • Cookies & crackers • New York
EXHIBIT 99.2 AGREEMENT AND PLAN OF RESTRUCTURING AND MERGERAgreement and Plan of Restructuring and Merger • November 14th, 2000 • Keebler Foods Co • Cookies & crackers • Delaware
RECITALSEmployment and Severance Agreement • January 23rd, 1998 • Keebler Foods Co • Cookies & crackers • Illinois
AMENDMENT TO INFLO HOLDINGS CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • January 23rd, 1998 • Keebler Foods Co • Cookies & crackers
1 EXHIBIT 10.22 FORM OF STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT made this ___ day of _______________, 1998, by and among FLOWERS INDUSTRIES, INC., a Georgia corporation (hereinafter referred to as "Purchaser"), ARTAL LUXEMBOURG S.A., a...Form of Stock Purchase Agreement • January 23rd, 1998 • Keebler Foods Co • Cookies & crackers • New York
ARTICLE I DEFINITIONSForm of Stock Purchase and Stockholder's Agreement • January 23rd, 1998 • Keebler Foods Co • Cookies & crackers • Delaware
