Exhibit A
April 29, 1997
Xx. Xxxxxxx X. Xxxxxxx
Chairman & CEO
Xxxxxxx Purina Company
Checkerboard Square - Floor 00X
Xx. Xxxxx, XX 00000
Dear Xxxx:
This letter is being sent to you to confirm our mutual agreement with
respect to the proposed exchangeable notes transaction which implicates the
Shareholder Agreement dated July 22, 1995, by and among Interstate Bakeries
Corporation, Xxxxxxx Purina Company and VCS Holding Company (the "Agreement").
Capitalized terms used in this letter without definition have the meanings
given to them in the Agreement.
It is our understanding that Xxxxxxx proposes to issue debt securities
with a value of between $360,000,000.00 and $400,000,000.00 (the "Notes") in
an underwritten public offering that are exchangeable for IBC Equity (the
"Offered Shares"), or cash, at maturity (the "Notes Transaction"). IBC hereby
consents to the Notes Transaction (and the related Transfer, if any, of the
Offered Shares to a trustee upon maturity of the Notes or otherwise) and
hereby waives its rights to acquire the Offered Shares under Section 4.1 of
the Agreement to the extent that such Offered Shares are transferred in
exchange for the Notes. However, it is agreed that IBC shall acquire
1,000,000 other shares of IBC Equity pursuant to the terms of the attached
Stock Repurchase Agreement (the "Repurchase Agreement").
The parties also agree that IBC shall bear the registration expenses
incurred pursuant to Section 6.1 of the Agreement in connection with the
registration of the Offered Shares and the Notes up to the amount of such
expenses which would have been incurred with respect to a secondary offering
of the Offered Shares and Xxxxxxx shall bear the registration expenses in
excess thereof.
Except as provided in this letter, the rights granted by Xxxxxxx to IBC
herein and in the Repurchase Agreement are in addition to, and not a
replacement of, all of the other rights IBC has pursuant to the Agreement.
Subject to the terms and conditions contained herein and in the Repurchase
Agreement, the Notes Transaction shall be deemed to be the exercise of a
single Demand Registration under the Agreement.
If the foregoing is acceptable to you, please indicate by signing two of
the originals of each of this letter and the Repurchase Agreement where
indicated and returning them to us.
INTERSTATE BAKERIES CORPORATION
/s/Xxxxxxx X. Xxxxxxxx
------------------------
By: Xxxxxxx X. Xxxxxxxx
Title: Chairman of the Board & CEO
XXXXXXX PURINA COMPANY
/s/Xxxxxxx X. Xxxxxxx
-----------------------
By: Xxxxxxx X. Xxxxxxx
Title: Chairman & CEO
cc: Xxxxx X. Xxxxxxx, Esq.
General Counsel
Xxxxxxx Purina Company
Checkerboard Square
St. Louis, MO 63102
Xxxxx X. Xxxxxxxx, Vice President & CFO
Xxxxxxx Purina Company
Checkerboard Square
St. Louis, MO 63102
