SHARE PURCHASE AGREEMENT
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THIS SHARE PURCHASE AGREEMENT ("Agreement") dated as of July 24, 2000, is
entered into by and among Interstate Bakeries Corporation, a Delaware
corporation ("IBC"), Ralston Purina Company, a Missouri corporation ("Ralston"),
and Tower Holding Company, Inc., a Delaware corporation ("Tower Holding"), a
corporation wholly-owned by Ralston and the successor to VCS Holding Company.
Ralston and Tower Holding are hereinafter called the "Sellers."
RECITAL
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Tower Holding is the record owner of 30,346,154 shares of the Common Stock,
$.01 par value, of IBC. Sellers desire to sell, and IBC desires to purchase
15,498,000 of such shares (the "Offered Shares"), as hereinafter provided.
AGREEMENT
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1. Conveyance.
---------- Subject to the provisions of this Agreement, the
Sellers agree to sell, assign, transfer and convey to IBC, and IBC agrees to
purchase, good and unencumbered record title and beneficial ownership to the
Offered Shares, free and clear of any security interests, liens or encumbrances
of any kind, as follows:
(a) The price per share payable by IBC for each Offered Share
shall be the average closing price per share for the Common Stock, $.01 par
value, of IBC trading regular way on the New York Stock Exchange for the most
recent 20 consecutive trading days ending on and including July 31, 2000 (the
"Share Price").
(b) On August 1, 2000, Sellers shall sell and IBC shall buy that
number of the Offered Shares that can be purchased at the Share Price per share
for an aggregate purchase price of $40 million.
(c) On September 1, 2000, Sellers shall sell and IBC shall
purchase the balance of the Offered Shares not purchased on August 1, 2000, for
the sum of (i) the Share Price per share multiplied by the balance of the
Offered Shares; plus (ii) an amount equal to the 30-day LIBOR published in the
Wall Street Journal on August 1, 2000, plus 150 basis points, multiplied by a
fraction equal to 31/360, applied to the total payment to be made by IBC under
Section 1(c)(i).
(d) All payments by IBC hereunder shall be by wire transfer of
immediately available funds, in accordance with wire transfer instructions
provided by Sellers, against receipt of certificates representing the Offered
Shares then to be purchased, together with stock powers sufficient to accomplish
such transfer.
2. Representations and Warranties of Sellers.
-------------------------------------------- The Sellers represent
and warrant to IBC as follows:
(a) Sellers have full corporate power and authority to enter into
and consummate the transactions contemplated by this Agreement. This Agreement
has been duly executed and delivered by each Seller, and constitutes the valid
and binding agreement of each Seller, enforceable in accordance with its terms,
except as such enforcement may be limited by laws affecting or relating to
creditors' rights generally, and to general principles of equity.
(b) The execution and delivery of this Agreement by the Sellers
does not violate, conflict with or result in a breach of any provision of, or
constitute default under the Articles of Incorporation or Certificate of
Incorporation of either Seller, nor any agreement or law applicable to either
Seller. No consents, approvals or filings, other than such as have heretofore
been obtained or made are required prior to or to authorize the sale of the
Offered Shares as herein contemplated.
3. Representations and Warranties of IBC.
-------------------------------------- IBC represents and warrants
to Sellers as follows:
(a) IBC has full corporate power and authority to enter into and
consummate the transactions contemplated by this Agreement. This Agreement has
been duly executed and delivered by IBC, and constitutes the valid and binding
agreement of IBC, enforceable in accordance with its terms, except as such
enforcement may be limited by laws affecting or relating to creditors' rights
generally, and to general principles of equity.
(b) The execution and delivery of this Agreement by IBC does not
violate, conflict with or result in a breach of any provision of, or constitute
a default under the Certificate of Incorporation of IBC, nor any agreement or
law applicable to IBC. No consents, approvals or filings are required prior to
or to authorize the purchase of the Offered Shares as herein contemplated.
4. Further Assurances.
------------------- Each of the parties hereto agrees that from
time to time it shall promptly execute and deliver all further instruments and
documents, and take all such further action, that may be necessary or
appropriate, as reasonably requested by any other party, in order to accomplish
the sale and purchase of the Offered Shares pursuant to this Agreement and the
sale of the Offered Shares pursuant hereto.
5. Governing Law.
-------------- This Agreement shall be governed by the laws of the
State of Delaware.
<PAGE>
IN WITNESS WHEREOF, IBC and the Sellers have executed this Agreement on the
date first above written.
RALSTON PURINA COMPANY
By: /s/ James M. Neville
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Vice President & Senior
Counsel, Law
TOWER HOLDING COMPANY, INC.
By: /s/ Nancy E. Hamilton
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Nancy E. Hamilton
Vice President & Secretary
INTERSTATE BAKERIES CORPORATION
By: /s/ Ray Sandy Sutton
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Ray Sandy Sutton
Vice President & General Counsel
