Interstate Bakeries Corp/De/ Sample Contracts

AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 8th, 2002 • Interstate Bakeries Corp/De/ • Bakery products • New York
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WITNESSETH:
Revolving Credit Agreement • December 5th, 2005 • Interstate Bakeries Corp/De/ • Bakery products
SEVENTH AMENDMENT
Credit Agreement • March 23rd, 2005 • Interstate Bakeries Corp/De/ • Bakery products • New York
RECITAL
Share Purchase Agreement • July 25th, 2000 • Interstate Bakeries Corp/De/ • Bakery products • Delaware
FIFTH AMENDMENT
Interstate Bakeries Corp/De/ • August 12th, 2004 • Bakery products • New York
800,000,000 CREDIT AGREEMENT among
Credit Agreement • August 24th, 2001 • Interstate Bakeries Corp/De/ • Bakery products • New York
TRUSTEE INDENTURE
Indenture • August 12th, 2004 • Interstate Bakeries Corp/De/ • Bakery products • New York
SHAREHOLDER AGREEMENT
Shareholder Agreement • August 24th, 2001 • Interstate Bakeries Corp/De/ • Bakery products • Delaware
WITNESSETH:
Revolving Credit Agreement • January 31st, 2007 • Interstate Bakeries Corp/De/ • Bakery products
WITNESSETH:
Credit Agreement • August 30th, 2006 • Interstate Bakeries Corp/De/ • Bakery products
RIGHTS AGREEMENT INTERSTATE BAKERIES CORPORATION AND UMB BANK, N.A. AS RIGHTS AGENT
Rights Agreement • May 16th, 2000 • Interstate Bakeries Corp/De/ • Bakery products • Missouri
SECOND AMENDMENT
Second Amendment • August 12th, 2004 • Interstate Bakeries Corp/De/ • Bakery products • New York
EXHIBIT 99.5 ================================================================== ============== STOCK REPURCHASE AGREEMENT
Stock Repurchase Agreement • May 29th, 1997 • Interstate Bakeries Corp/De/ • Bakery products • Missouri
FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
Credit Agreement • December 30th, 2005 • Interstate Bakeries Corp/De/ • Bakery products
SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • June 30th, 2006 • Interstate Bakeries Corp/De/ • Bakery products
360,000,000 ____,000,000 STOCK APPRECIATION INCOME LINKED SECURITIES (SM)
Interstate Bakeries Corp/De/ • July 21st, 1997 • Bakery products • New York
WITNESSETH:
Execution Copy • March 29th, 2006 • Interstate Bakeries Corp/De/ • Bakery products
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EXHIBIT 99.6 FORM OF LETTER AGREEMENT
Letter Agreement • July 3rd, 1997 • Interstate Bakeries Corp/De/ • Bakery products
W I T N E S S E T H:
Fourth Amendment and Waiver • August 12th, 2004 • Interstate Bakeries Corp/De/ • Bakery products • New York
WITNESSETH:
Credit Agreement • February 2nd, 2005 • Interstate Bakeries Corp/De/ • Bakery products
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”).

EXHIBIT 99.4 SHAREHOLDER AGREEMENT by and among INTERSTATE BAKERIES CORPORATION, RALSTON PURINA COMPANY
Shareholder Agreement • May 29th, 1997 • Interstate Bakeries Corp/De/ • Bakery products • Delaware
CONSULTING AGREEMENT
Consulting 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”).

April 1, 2002 Nestle Purina PetCare Company Tower Holding Company, Inc. Checkerboard Square c/o Nestle Purina PetCare Company St. Louis, MO 63164 Checkerboard Square St. Louis, MO 63164
Letter Agreement • April 2nd, 2002 • Interstate Bakeries Corp/De/ • Bakery products • Delaware

This letter (the "Letter Agreement") sets forth certain agreements by and among Interstate Bakeries Corporation, a Delaware corporation ("IBC"), Nestle Purina PetCare Company, a Missouri corporation ("Nestle Purina"), and Tower Holding Company, Inc., a Delaware corporation ("Tower Holding") wholly owned by Nestle Purina. Nestle Purina and Tower Holding are collectively referred to as "Nestle" in this Agreement.

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”).

Alvarez & Marsal, LLC Letterhead]
Interstate Bakeries Corp/De/ • October 6th, 2006 • 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 AGREEMENT
Revolving 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

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