exv10w1






Exhibit 10.1




IN THE UNITED STATES BANKRUPTCY COURT

FOR THE WESTERN DISTRICT OF MISSOURI

KANSAS CITY DIVISION




	 	 	 	 	 	 	 
	In re:

	 	 	)	 	 	 
	 

	 	 	)	 	 	Chapter 11
	INTERSTATE BAKERIES

	 	 	)	 	 	Case No. 04-45814 (JWV)
	CORPORATION,
et al.,

	 	 	)	 	 	 
	 

	 	 	)	 	 	Jointly Administered
	Debtors.

	 	 	)	 	 	 






AMENDED JOINT PLAN OF REORGANIZATION OF INTERSTATE

BAKERIES CORPORATION AND ITS AFFILIATED DEBTORS 

AND DEBTORS-IN-POSSESSION DATED OCTOBER 31, 2008




	 	 	 
	 

	 	Skadden, Arps, Slate, Meagher & Flom LLP
	 

	 	J. Eric Ivester
	 

	 	Samuel S. Ory
	 

	 	333 West Wacker Drive
	 

	 	Chicago, Illinois 60606






- and -




	 	 	 
	 

	 	Skadden, Arps, Slate, Meagher & Flom LLP
	 

	 	J. Gregory Milmoe (JM 0919)
	 

	 	Four Times Square
	 

	 	New York, New York 10036-6522






- and -




	 	 	 
	 

	 	Stinson Morrison Hecker LLP
	 

	 	Paul M. Hoffmann (Missouri Bar No. 31922)
	 

	 	1201 Walnut, Suite 2900
	 

	 	Kansas City, MO 64106-2150
	 
	 	 
	 

	 	Counsel for Debtors and Debtors-in-Possession






Dated: October 31, 2008





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	
PAGE

	 
	ARTICLE I DEFINITIONS, RULES OF INTERPRETATION, AND COMPUTATION OF TIME
	 	 	2	 
	A. Scope of Definitions
	 	 	2	 
	B. Definitions
	 	 	3	 
	1.1 “503 Deadline”
	 	 	3	 
	1.2 “ABL Facility”
	 	 	3	 
	1.3 “ABL Facility Commitment Papers”
	 	 	3	 
	1.4 “ACE Companies”
	 	 	3	 
	1.5 “ACE Insurance Program”
	 	 	3	 
	1.6 “Adequate Protection Claims”
	 	 	3	 
	1.7 “Administrative Claim”
	 	 	3	 
	1.8 “Affiliates”
	 	 	4	 
	1.9 “Allowed Claim”
	 	 	4	 
	1.10 “Allowed Class __ Claim”
	 	 	4	 
	1.11 “Armour & Main Redevelopment”
	 	 	4	 
	1.12 “Armour & Main Redevelopment Control Group
Liability Claim”
	 	 	4	 
	1.13 “Armour & Main Redevelopment General Unsecured
Claims Distribution Property”
	 	 	4	 
	1.14 “Armour & Main Redevelopment Intercompany Claim”
	 	 	4	 
	1.15 “Armour & Main Redevelopment Interests”
	 	 	4	 
	1.16 “Armour & Main Redevelopment Substantive
Consolidation Motion”
	 	 	5	 
	1.17 “Armour & Main Redevelopment Trade Claim”
	 	 	5	 
	1.18 “Avoidance Claims”
	 	 	5	 
	1.19 “Bankruptcy Code”
	 	 	5	 
	1.20 “Bankruptcy Court”
	 	 	5	 
	1.21 “Bankruptcy Rules”
	 	 	5	 
	1.22 “Brands”
	 	 	5	 
	1.23 “Brands Preferred Stock”
	 	 	5	 
	1.24 “Business Day”
	 	 	6	 
	1.25 “Capital Leases”
	 	 	6	 
	1.26 “Capital Lease Claim”
	 	 	6	 
	1.27 “Cash”
	 	 	6	 
	1.28 “Causes of Action”
	 	 	6	 
	1.29 “Central States Plan”
	 	 	6	 
	1.30 “Certificate”
	 	 	6	 
	1.31 “Chapter 11 Case(s)”
	 	 	6	 
	1.32 “Claim”
	 	 	6	 
	1.33 “Claimholder”
	 	 	6	 
	1.34 “Claims Administration”
	 	 	6	 






A-i









 






	 	 	 	 	 
	 	 	 PAGE

	 
	1.35 “Claims Objection Deadline”
	 	 	7	 
	1.36 “Class”
	 	 	7	 
	1.37 “Commitment Fee”
	 	 	7	 
	1.38 “Commitment Letter”
	 	 	7	 
	1.39 “Commitment Letter Approval Order”
	 	 	7	 
	1.40 “Confirmation Date”
	 	 	7	 
	1.41 “Confirmation Hearing”
	 	 	7	 
	1.42 “Confirmation Order”
	 	 	7	 
	1.43 “Creditors’ Committee”
	 	 	7	 
	1.44 “Creditors’ Trust”
	 	 	7	 
	1.45 “Cure”
	 	 	8	 
	1.46 “D&O Claims”
	 	 	8	 
	1.47 “D&O Insurance”
	 	 	8	 
	1.48 “DIP Agent”
	 	 	8	 
	1.49 “DIP Credit Agreement”
	 	 	8	 
	1.50 “DIP Facility”
	 	 	8	 
	1.51 “DIP Facility Claim”
	 	 	8	 
	1.52 “DIP Facility Order”
	 	 	8	 
	1.53 “DIP Lenders”
	 	 	9	 
	1.54 “Debt Commitment Fee”
	 	 	9	 
	1.55 “Debtors”
	 	 	9	 
	1.56 “Deficiency Claim”
	 	 	9	 
	1.57 “Disallowed Claim”
	 	 	9	 
	1.58 “Disbursing Agent”
	 	 	9	 
	1.59 “Disclosure Statement”
	 	 	9	 
	1.60 “Disputed Claim”
	 	 	9	 
	1.61 “Distribution Date”
	 	 	10	 
	1.62 “Effective Date”
	 	 	10	 
	1.63 “Equity Commitment Fee”
	 	 	10	 
	1.64 “Equity Investors”
	 	 	10	 
	1.65 “Estates”
	 	 	10	 
	1.66 “Executive Employment Agreements”
	 	 	10	 
	1.67 “Exhibit”
	 	 	10	 
	1.68 “Exhibit Filing Date”
	 	 	10	 
	1.69 “Existing Securities”
	 	 	10	 
	1.70 “Exit Facility Documents”
	 	 	10	 
	1.71 “Face Amount”
	 	 	10	 
	1.72 “Final Order”
	 	 	11	 
	1.73 “General Unsecured Claim”
	 	 	11	 
	1.74 “Holdback Amount”
	 	 	11	 
	1.75 “Holdback Escrow Account”
	 	 	11	 
	1.76 “IBC”
	 	 	11	 
	1.77 “Impaired”
	 	 	11	 
	1.78 “Indemnification Rights”
	 	 	11	 






A-ii









 






	 	 	 	 	 
	 	 	 PAGE

	 
	1.79 “Indemnitee”
	 	 	11	 
	1.80 “Insurance Coverage”
	 	 	12	 
	1.81 “Insured Claim”
	 	 	12	 
	1.82 “Intercompany Claim”
	 	 	12	 
	1.83 “Intercreditor Settlement”
	 	 	12	 
	1.84 “Intercreditor Settlement Motion”
	 	 	12	 
	1.85 “Intercreditor Settlement Order”
	 	 	12	 
	1.86 “Interest”
	 	 	12	 
	1.87 “Interestholder”
	 	 	12	 
	1.88 “Investment”
	 	 	12	 
	1.89 “Investment Agreement”
	 	 	12	 
	1.90 “Investment Agreement Order”
	 	 	13	 
	1.91 “JPMCB”
	 	 	13	 
	1.92 “KERP”
	 	 	13	 
	1.93 “Lien”
	 	 	13	 
	1.94 “Long Term Incentive Plan”
	 	 	13	 
	1.95 “Main Debtors”
	 	 	13	 
	1.96 “Monarch”
	 	 	13	 
	1.97 “Mrs. Cubbison’s”
	 	 	13	 
	1.98 “Mrs. Cubbison’s Control Group Liability Claim”
	 	 	13	 
	1.99 “Mrs. Cubbison’s General Unsecured Claims
Distribution Property”
	 	 	13	 
	1.100 “Mrs. Cubbison’s Intercompany Claim”
	 	 	14	 
	1.101 “Mrs. Cubbison’s Interests”
	 	 	14	 
	1.102 “Mrs. Cubbison’s Substantive Consolidation Motion”
	 	 	14	 
	1.103 “Mrs. Cubbison’s Trade Claim”
	 	 	14	 
	1.104 “New Common Stock”
	 	 	14	 
	1.105 “New Convertible Secured Note Indenture”
	 	 	14	 
	1.106 “New Convertible Secured Notes”
	 	 	14	 
	1.107 “New Credit Facilities”
	 	 	14	 
	1.108 “New Credit Facility Documents”
	 	 	14	 
	1.109 “New England Bakery”
	 	 	14	 
	1.110 “New England Bakery Control Group Liability Claim”
	 	 	15	 
	1.111 “New England Bakery General Unsecured Claims
Distribution Property”
	 	 	15	 
	1.112 “New England Bakery Intercompany Claim”
	 	 	15	 
	1.113 “New England Bakery Interests”
	 	 	15	 
	1.114 “New England Bakery Substantive Consolidation Motion”
	 	 	15	 
	1.115 “New England Bakery Trade Claim”
	 	 	15	 
	1.116 “New Third Lien Term Loan”
	 	 	15	 
	1.117 “New Third Lien Term Loan Credit Facility”
	 	 	15	 
	1.118 “Old Common Stock”
	 	 	15	 
	1.119 “Old Common Stock Options”
	 	 	16	 






A-iii









 






	 	 	 	 	 
	 	 	
PAGE

	 
	1.120 “Old Convertible Note Indenture”
	 	 	16	 
	1.121 “Old Convertible Note Indenture Trustee”
	 	 	16	 
	1.122 “Old Convertible Note Indenture Trustee Fee Claim”
	 	 	16	 
	1.123 “Old Convertible Notes”
	 	 	16	 
	1.124 “Old Convertible Notes Claim”
	 	 	16	 
	1.125 “Ordinary Course Professional Order”
	 	 	16	 
	1.126 “Organizational Documents”
	 	 	16	 
	1.127 “Other Priority Claim”
	 	 	16	 
	1.128 “Pension Plans”
	 	 	17	 
	1.129 “Periodic Distribution Date”
	 	 	17	 
	1.130 “Permitted Affiliate”
	 	 	17	 
	1.131 “Person”
	 	 	17	 
	1.132 “Petition Date”
	 	 	17	 
	1.133 “Plan”
	 	 	17	 
	1.134 “Plan Supporter”
	 	 	17	 
	1.135 “Postpetition Interest”
	 	 	17	 
	1.136 “Prepetition Agent”
	 	 	17	 
	1.137 “Prepetition Credit Agreement”
	 	 	18	 
	1.138 “Prepetition Credit Facility”
	 	 	18	 
	1.139 “Prepetition Investors”
	 	 	18	 
	1.140 “Prepetition LC”
	 	 	18	 
	1.141 “Prepetition Lender Actions”
	 	 	18	 
	1.142 “Prepetition Lender Claims”
	 	 	18	 
	1.143 “Prepetition Lenders”
	 	 	18	 
	1.144 “Prepetition Lenders Plan Distribution Property”
	 	 	18	 
	1.145 “Priority Claim”
	 	 	18	 
	1.146 “Priority Tax Claim”
	 	 	18	 
	1.147 “Pro Rata”
	 	 	19	 
	1.148 “Professional”
	 	 	19	 
	1.149 “Professional Claim”
	 	 	19	 
	1.150 “Professional Fee Order”
	 	 	19	 
	1.151 “Reclamation Claim”
	 	 	19	 
	1.152 “Reclamation Order”
	 	 	19	 
	1.153 “Reconstitution Order”
	 	 	19	 
	1.154 “Reinstated” or “Reinstatement”
	 	 	19	 
	1.155 “Released Parties”
	 	 	20	 
	1.156
“Reorganized... ”
	 	 	20	 
	1.157 “Reorganized Debtors”
	 	 	20	 
	1.158 “Restructuring Transaction(s)”
	 	 	20	 
	1.159 “Restructuring Transactions Notice”
	 	 	20	 
	1.160 “Retained Actions”
	 	 	20	 
	1.161 “SERP”
	 	 	21	 
	1.162 “Scheduled”
	 	 	21	 
	1.163 “Schedules”
	 	 	21	 






A-iv









 






	 	 	 	 	 
	 	 	
PAGE

	 
	1.164 “Secured Claim”
	 	 	21	 
	1.165 “Secured Tax Claim”
	 	 	21	 
	1.166 “Security”
	 	 	21	 
	1.167 “Series A Warrants”
	 	 	21	 
	1.168 “Series B Warrants”
	 	 	21	 
	1.169 “Series C Warrants”
	 	 	22	 
	1.170 “Series D Warrants”
	 	 	22	 
	1.171 “Series E Warrants”
	 	 	22	 
	1.172 “Servicer”
	 	 	22	 
	1.173 “Silver Point”
	 	 	22	 
	1.174 “Stockholders’ Agreement”
	 	 	22	 
	1.175 “Solicitation Procedures Order”
	 	 	22	 
	1.176 “Subordinated Debt Securities Claim”
	 	 	22	 
	1.177 “Subordinated Equity Securities Claim”
	 	 	22	 
	1.178 “Subordinated Securities Claim”
	 	 	23	 
	1.179 “Subsidiary Debtors”
	 	 	23	 
	1.180 “Subsidiary Interests”
	 	 	23	 
	1.181 “Term Loan Facility”
	 	 	23	 
	1.182 “Term Loan Facility Commitment Fee”
	 	 	23	 
	1.183 “Term Loan Facility Commitment Papers”
	 	 	23	 
	1.184 “Term Loan Facility Commitment Parties”
	 	 	23	 
	1.185 “Term Loan Facility Lenders”
	 	 	24	 
	1.186 “Tolling Agreement”
	 	 	24	 
	1.187 “Transaction”
	 	 	24	 
	1.188 “Trust Advisory Board”
	 	 	24	 
	1.189 “Trust Agreement”
	 	 	24	 
	1.190 “Trust Assets”
	 	 	24	 
	1.191 “Trust Avoidance Claims”
	 	 	24	 
	1.192 “Trust Beneficiary”
	 	 	24	 
	1.193 “Trust Claims”
	 	 	24	 
	1.194 “Trust Stock Appreciation Rights”
	 	 	25	 
	1.195 “Trustee”
	 	 	25	 
	1.196 “Trustee Professionals”
	 	 	25	 
	1.197 “Unimpaired”
	 	 	25	 
	1.198 “Union Contracts”
	 	 	25	 
	1.199 “Voting Deadline”
	 	 	25	 
	1.200 “Warrants”
	 	 	25	 
	1.201 “Workers’ Compensation Claim”
	 	 	25	 
	C. Rules of Interpretation
	 	 	25	 
	D. Computation of Time
	 	 	26	 
	E. Exhibits
	 	 	26	 
	ARTICLE II ADMINISTRATIVE EXPENSES AND PRIORITY TAX CLAIMS
	 	 	26	 
	2.1 Administrative Claims
	 	 	26	 






A-v









 






	 	 	 	 	 
	 	 	
PAGE

	 
	2.2 Priority Tax Claims
	 	 	27	 
	ARTICLE III CLASSIFICATION OF CLAIMS AND INTERESTS
	 	 	27	 
	3.1 Introduction
	 	 	27	 
	3.2 Classification of Claims Against and Interests In
the Main Debtors
	 	 	28	 
	3.3 Classification of Claims Against and Interests In
Mrs. Cubbison’s, Armour & Main Redevelopment and 

  New England Bakery

	 	29	 
	ARTICLE IV PROVISIONS FOR TREATMENT OF CLAIMS AND INTERESTS
	 	 	30	 
	4.1 Treatment of Claims Against and Interests In the
Main Debtors
	 	 	30	 
	4.2 Treatment of Claims Against and Interests In Mrs.
Cubbison’s, Armour & Main Redevelopment and New 
  England Bakery
	 	34	 
	4.3 Special Provisions Regarding Insured Claims
	 	 	35	 
	4.4 Reservation of Rights
	 	 	36	 
	ARTICLE V ACCEPTANCE OR REJECTION OF THE PLAN; EFFECT OF REJECTION BY ONE OR MORE IMPAIRED CLASSES OF CLAIMS OR INTERESTS
	 	36	 
	5.1 Impaired Classes of Claims Entitled to Vote
	 	 	36	 
	5.2 Classes Deemed to Accept Plan
	 	 	36	 
	5.3 Acceptance by Impaired Classes
	 	 	37	 
	5.4 Classes Deemed to Reject Plan
	 	 	37	 
	5.5 Confirmation Pursuant to Section 1129(b) of the
Bankruptcy Code
	 	 	37	 
	5.6 Confirmability and Severability of a Plan
	 	 	37	 
	ARTICLE VI MEANS FOR IMPLEMENTATION OF THE PLAN
	 	 	37	 
	6.1 Continued Corporate Existence
	 	 	37	 
	6.2 Corporate Action
	 	 	38	 
	6.3 Certificate of Incorporation and Bylaws
	 	 	38	 
	6.4 Cancellation of Existing Securities and Agreements
	 	 	38	 
	6.5 Authorization and Issuance of New Common Stock
	 	 	39	 
	6.6 Directors and Officers
	 	 	40	 
	6.7 Employment, Retirement, Indemnification and Other
Agreements and Incentive Compensation Programs
	 	 	40	 
	6.8 Implementation of the Long Term Incentive Program
	 	 	42	 
	6.9 Termination of the SERP
	 	 	42	 
	6.10 Equity Investors’ Contribution
	 	 	42	 
	6.11 Issuance of the New Convertible Secured Notes, the
New Common Stock and Warrants and Entry Into 
    the New Third Lien Term
Loan
	 	42	 
	6.12 Post-Effective Date Financing
	 	 	43	 
	6.13 Restructuring Transactions and Alternative Structures
	 	 	44	 






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PAGE

	 
	6.14 Preservation of Causes of Action
	 	 	45	 
	6.15 Exclusivity Period
	 	 	46	 
	6.16 Effectuating Documents; Further Transactions
	 	 	46	 
	6.17 Exemption From Certain Transfer Taxes and Recording Fees
	 	 	46	 
	6.18 Substantive Consolidation Motions
	 	 	46	 
	ARTICLE VII UNEXPIRED LEASES AND EXECUTORY CONTRACTS
	 	 	47	 
	7.1 Assumed (Non-Union) Contracts and Leases
	 	 	47	 
	7.2 Rejected (Non-Union) Contracts and Leases
	 	 	47	 
	7.3 Assumption and Rejection of Union Contracts
	 	 	48	 
	7.4 Payments Related to Assumption of Executory
Contracts and Unexpired Leases
	 	 	48	 
	7.5 Rejection Damages Bar Date
	 	 	48	 
	ARTICLE VIII PROVISIONS GOVERNING DISTRIBUTIONS
	 	 	48	 
	8.1 Time of Distributions
	 	 	48	 
	8.2 No Interest on Claims
	 	 	48	 
	8.3 Disbursing Agent
	 	 	49	 
	8.4 Surrender of Securities or Instruments
	 	 	49	 
	8.5 Claims Administration Responsibility
	 	 	49	 
	8.6 Delivery of Distributions
	 	 	50	 
	8.7 Procedures for Treating and Resolving Disputed and
Contingent Claims
	 	 	50	 
	ARTICLE IX
ALLOWANCE AND PAYMENT OF CERTAIN ADMINISTRATIVE CLAIMS
	 	 	51	 
	9.1 DIP Facility Claims
	 	 	51	 
	9.2 Professional Claims
	 	 	51	 
	9.3 Substantial Contribution Compensation and Expenses
Bar Date
	 	 	52	 
	9.4 Other Administrative Claims
	 	 	52	 
	9.5 The ACE Insurance Program
	 	 	53	 
	9.6 Commitment Fee
	 	 	53	 
	9.7 Payment of Old Convertible Note Indenture Trustee
Fee Claim
	 	 	54	 
	ARTICLE X CREDITORS’ TRUST
	 	 	54	 
	10.1 Appointment of Trustee
	 	 	54	 
	10.2 Assignment of Trust Assets to the Creditors’ Trust
	 	 	54	 
	10.3 The Creditors’ Trust
	 	 	55	 
	10.4 The Trust Advisory Board
	 	 	56	 
	10.5 Distributions to Beneficiaries of the Creditors’
Trust Under the Trust Agreement
	 	 	57	 
	ARTICLE XI EFFECT OF THE PLAN ON CLAIMS AND INTERESTS
	 	 	58	 
	11.1 Revesting of Assets
	 	 	58	 
	11.2 Discharge of the Debtors
	 	 	58	 
	11.3 Compromises and Settlements
	 	 	59	 






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PAGE

	 
	11.4 Release of Certain Parties
	 	 	60	 
	11.5 Releases by Holders of Claims
	 	 	61	 
	11.6 Setoffs
	 	 	61	 
	11.7 Exculpation and Limitation of Liability
	 	 	62	 
	11.8 Indemnification Obligations
	 	 	62	 
	11.9 Injunction
	 	 	63	 
	11.10 Central States Settlement
	 	 	63	 
	11.11 Other Pension Plans
	 	 	63	 
	ARTICLE XII CONDITIONS PRECEDENT
	 	 	64	 
	12.1 Conditions to Confirmation
	 	 	64	 
	12.2 Conditions to Consummation
	 	 	64	 
	12.3 Waiver of Conditions to Confirmation or Consummation
	 	 	67	 
	ARTICLE XIII RETENTION OF JURISDICTION
	 	 	67	 
	ARTICLE XIV MISCELLANEOUS PROVISIONS
	 	 	70	 
	14.1 Binding Effect
	 	 	70	 
	14.2 Modification and Amendments
	 	 	70	 
	14.3 Withholding and Reporting Requirements
	 	 	70	 
	14.4 Allocation of Plan Distributions Between Principal
and Interest
	 	 	70	 
	14.5 Creditors’ Committee
	 	 	70	 
	14.6 Payment of Statutory Fees
	 	 	71	 
	14.7 Revocation, Withdrawal, or Non-Consummation
	 	 	71	 
	14.8 Notices
	 	 	71	 
	14.9 Term of Injunctions or Stays
	 	 	74	 
	14.10 Governing Law
	 	 	74	 
	14.11 Waiver and Estoppel
	 	 	74	 
	14.12 Rights of Equity Investors
	 	 	74	 
	14.13 Rights of the Prepetition Investors
	 	 	74	 
	14.14 Allowance of Old Convertible Notes Claim
	 	 	75	 






A-viii









 





EXHIBITS




	 	 	 
	Exhibit A-1

	 	Nonexclusive List of Retained Actions and Avoidance Claims
	 
	 	 
	Exhibit A-2

	 	Trust Avoidance Claims
	 
	 	 
	Exhibit B

	 	Schedule of Capital Leases
	 
	 	 
	Exhibit C

	 	Intercreditor Settlement Order
	 
	 	 
	Exhibit D

	 	Investment Agreement
	 
	 	 
	Exhibit E

	 	Summary Description of the Terms of the Long Term Incentive Plan
	 
	 	 
	Exhibit F

	 	Summary Description of the Terms of the New Common Stock
	 
	 	 
	Exhibit G

	 	Summary Description of the Terms of the New Convertible Secured Notes
	 
	 	 
	Exhibit H

	 	Summary Description of the Terms of the New Third Lien Term Loan
	 
	 	 
	Exhibit I

	 	Summary Description of the Restructuring Transactions
	 
	 	 
	Exhibit J

	 	Form of Stockholders’ Agreement
	 
	 	 
	Exhibit K

	 	Form of Creditors’ Trust Agreement
	 
	 	 
	Exhibit L

	 	Form of Certificate of Incorporation
	 
	 	 
	Exhibit M

	 	Form of Bylaws
	 
	 	 
	Exhibit N

	 	Summary Description of Terms of Employment of Certain Key Executives
	 
	 	 
	Exhibit O

	 	Schedule of Assumed Unexpired Leases and Non-Union Executory Contracts






A-ix









 





INTRODUCTION




     Interstate Bakeries Corporation (“IBC”) and eight of its direct and indirect
subsidiaries and affiliates, debtors and debtors-in-possession (collectively, the
“Debtors”) in the above-captioned jointly-administered chapter 11 reorganization cases,
hereby propose the following reorganization plans for the resolution of outstanding creditor claims
and equity interests against each of the Debtors. This Plan, though proposed jointly, constitutes
a separate plan proposed by each Debtor. Therefore, except as expressly provided in Section 3.3
herein, the classifications set forth in Section 3.2 herein shall be deemed to apply separately
with respect to each plan proposed by each Debtor.



     Reference is made to the Disclosure Statement for a discussion of the Debtors’ history,
business, properties, results of operations, projections for future operations, risk factors, and a
summary and analysis of this Plan and certain related matters, including distributions to be made
under this Plan. Each Debtor is a proponent of the plan contained herein within the meaning of
section 1129 of the Bankruptcy Code. Capitalized terms used but not defined in this Introduction
have the meanings ascribed to them in Article I of this Plan. The Debtors who are
proponents of this Plan, their chapter 11 case numbers, and their jurisdictions of incorporation or
formation are as follows:



	 	 	 
	Debtors (state of formation or incorporation)	 	Bankruptcy Case No.
	Interstate Bakeries Corporation (Delaware)

	 	Case No. 04-45814
(JWV)
	 
	 	 
	Interstate Brands Corporation (Delaware)

	 	Case No. 04-45816
(JWV)
	 
	 	 
	IBC Sales Corporation (Delaware)

	 	Case No. 04-45817
(JWV)
	 
	 	 
	IBC Trucking, LLC (Delaware)

	 	Case No. 04-45818
(JWV)
	 
	 	 
	New England Bakery Distributors L.L.C. (Connecticut)

	 	Case No. 04-45819
(JWV)
	 
	 	 
	Baker’s Inn Quality Baked Goods, LLC (Delaware)

	 	Case No. 04-45820
(JWV)
	 
	 	 
	IBC Services, LLC (Missouri)

	 	Case No. 04-45821
(JWV)
	 
	 	 
	Armour and Main Redevelopment Corporation (Missouri)

	 	Case No. 04-45822 (JWV)
	 
	 	 
	Mrs. Cubbison’s Foods, Inc. (California)

	 	Case No. 06-40111
(JWV)






     This Plan contemplates the reorganization of each of the Debtors upon consummation of this
Plan and the resolution of the outstanding Claims against and Interests in the Debtors pursuant to
sections 1123, 1129 and 1141 of the Bankruptcy



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Code. This Plan further contemplates that holders of Prepetition Lender Claims will receive a
distribution consisting of the New Third Lien Term Loan, $85,800,000 in aggregate principal amount
of the New Convertible Secured Notes and Series E Warrants representing 1.5% of the fully-diluted
equity interests of Reorganized IBC (calculated as of the Effective Date). Holders of General
Unsecured Claims against the Main Debtors will not receive a distribution pursuant to this Plan.
However, pursuant to the settlement and compromise contemplated by the Intercreditor Settlement
described herein, among other things, the Trust Assets shall be transferred to the Creditors’ Trust
on the Effective Date and, in exchange, the Creditors’ Committee has agreed to release any and all
claims against the Prepetition Lenders. As a result, the Creditors’ Committee has agreed to
support this Plan. Furthermore, the Existing Securities of the Debtors will be cancelled and
holders of the Existing Securities will not receive distributions under this Plan.




     These reorganization cases have been consolidated for procedural purposes only and are being
jointly administered pursuant to an order of the United States Bankruptcy Court for the Western
District of Missouri.



     Under section 1125(b) of the Bankruptcy Code, a vote to accept or reject this Plan may not be
solicited from a Claimholder or Interestholder until the Disclosure Statement has been approved by
the Bankruptcy Court and distributed to Claimholders and Interestholders. ALL CLAIMHOLDERS WHO ARE
ELIGIBLE TO VOTE ON THIS PLAN ARE ENCOURAGED TO READ THIS PLAN AND THE DISCLOSURE STATEMENT IN
THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THIS PLAN.



     Subject to the restrictions on modifications set forth in section 1127 of the Bankruptcy Code,
Bankruptcy Rule 3019, and Article XIII of this Plan, the Debtors expressly reserve their
right to alter, amend or modify this Plan, one or more times, before this Plan’s substantial
consummation.



ARTICLE I




DEFINITIONS, RULES OF INTERPRETATION,

AND COMPUTATION OF TIME




A. Scope of Definitions




     For purposes of this Plan, except as expressly provided or unless the context otherwise
requires, all capitalized terms not otherwise defined shall have the meanings ascribed to them in
Article I of this Plan. Any term used in this Plan that is not defined herein, but is
defined in the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning ascribed to that
term in the Bankruptcy Code or the



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Bankruptcy Rules, as applicable. Whenever it appears appropriate from the context, each term
stated in the singular or the plural includes the singular and the plural, and each pronoun stated
in the masculine, feminine or neuter includes the masculine, feminine and neuter.




B. Definitions




     1.1 “503 Deadline” shall have the meaning ascribed to it in Section 9.3 hereof.



     1.2 “ABL Facility” means the asset-based revolving credit facility by and among IBC, Interstate
Brands Corporation and General Electric Capital Corporation in the committed amount of
$125,000,000.



     1.3 “ABL Facility Commitment Papers” means that certain commitment letter by and among General
Electric Capital Corporation, GE Capital Markets, Inc., Brands, IBC and Equity Investors, dated
September 11, 2008 (together with the exhibits and annexes attached thereto and as amended,
restated, modified or otherwise supplemented from time to time in accordance with the terms
thereof) together with that certain fee letter by and among General Electric Capital Corporation,
GE Capital Markets, Inc., Brands, IBC and Equity Investors, dated September 11, 2008 (as amended,
restated, modified or otherwise supplemented from time to time in accordance with the terms
thereof), in each case, for the ABL Facility.



     1.4 “ACE Companies” means, collectively, ACE American Insurance Company, Indemnity Insurance
Company of North America, and ESIS, Inc. and their respective affiliates.



     1.5 “ACE Insurance Program” means all insurance policies and all agreements, documents or
instruments relating thereto including, without limitation, claims servicing agreements, that have
been issued or entered into by the ACE Companies (or any of them) to or with one or more of the
Debtors and their respective predecessors and/or affiliates.



     1.6 “Adequate Protection Claims” means rights of the Prepetition Lenders to receive adequate
protection pursuant to the DIP Facility Order.



     1.7 “Administrative Claim” means a Claim for payment of an administrative expense of a kind
specified in section 503(b) of the Bankruptcy Code and entitled to priority pursuant to section
507(a)(1) of the Bankruptcy Code, including, but not limited to, DIP Facility Claims, the actual,
necessary costs and expenses, incurred after the Petition Date, of preserving the Estates and
operating the business of the Debtors, including wages, salaries or commissions for services
rendered after the commencement of the Chapter 11 Cases, Professional Claims, and all fees and
charges assessed against the Estates under chapter 123 of title 28 of the



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United States Code, and all Allowed Claims that are entitled to be treated as Administrative Claims
pursuant to a Final Order of the Bankruptcy Court under section 546(c)(2)(A) of the Bankruptcy
Code.



     1.8 “Affiliates” shall have the meaning ascribed to such term by section 101(2) of the Bankruptcy
Code.



     1.9 “Allowed Claim” means a Claim or any portion thereof, (a) that has been allowed by a Final
Order of the Bankruptcy Court (or such other court as a Reorganized Debtor and the holder of such
Claim agree may adjudicate such Claim and objections thereto), or (b) which (i) is not the subject
of a proof of claim timely filed with the Bankruptcy Court but (ii) is Scheduled as liquidated and
noncontingent, other than a Claim that is Scheduled at zero, in an unknown amount, or as disputed,
but only to the extent such Claim is Scheduled as liquidated and noncontingent or (c) for which a
proof of claim in a liquidated amount has been timely filed with the Bankruptcy Court pursuant to
the Bankruptcy Code, any Final Order of the Bankruptcy Court or other applicable bankruptcy law,
and as to which either (i) no objection to its allowance has been filed within the periods of
limitation fixed by this Plan, the Bankruptcy Code or by any order of the Bankruptcy Court or (ii)
any objection to its allowance has been settled or withdrawn, or has been denied by a Final Order,
or (d) that is expressly allowed in a liquidated amount in this Plan.



     1.10 “Allowed Class ___Claim” means an Allowed Claim in the specified Class.



     1.11 “Armour & Main Redevelopment” means Armour and Main Redevelopment Corporation, one of the
Debtors and a debtor-in-possession, Case No. 04-45822 (JWV).



     1.12 “Armour & Main Redevelopment Control Group Liability Claim” means a Claim asserted by, or on
behalf of, a qualified defined benefit pension plan against all members of IBC’s controlled group
of companies and related entities as defined under section 4001(b)(1) of the Employee Retirement
Income Security Act of 1974 (on a joint and several basis), to the extent such Claim is asserted
against Armour & Main Redevelopment.



     1.13 “Armour & Main Redevelopment General Unsecured Claims Distribution Property” means $10,000 in
Cash.



     1.14 “Armour & Main Redevelopment Intercompany Claim” means a Claim by another Debtor against
Armour & Main Redevelopment.



     1.15 “Armour & Main Redevelopment Interests” means the shares of common stock of Armour & Main
Redevelopment, and all options, rights and other instruments evidencing an ownership interest in
Armour & Main Redevelopment.



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     1.16 “Armour & Main Redevelopment Substantive Consolidation Motion” means that certain motion to be
filed with the Bankruptcy Court no later than twenty (20) days prior to the Confirmation Hearing
pursuant to which the Debtors will seek to substantively consolidate Armour & Main Redevelopment
and IBC, for purposes of voting and distribution, and pursuant to which the Claims against, and
Interests in, Armour & Main Redevelopment will receive the same treatment as if they were Claims
against, or Interests in, IBC under the Plan with respect to IBC.



     1.17 “Armour & Main Redevelopment Trade Claim” means each Claim against Armour & Main Redevelopment
that is not an Administrative Claim, Priority Tax Claim, Other Priority Claim, Armour & Main
Redevelopment Intercompany Claim or Armour & Main Redevelopment Control Group Liability Claim.



     1.18 “Avoidance Claims” means Causes of Action against Persons other than the Debtors arising under
any of sections 544, 545, 547, 548, 550, 551 and 553 of the Bankruptcy Code, or under related
state or federal statutes and common law, including fraudulent transfer laws, whether or not
litigation is commenced to prosecute such Causes of Action, but excluding the Prepetition Lender
Actions and any other Causes of Action otherwise assertable against the Prepetition Lenders.



     1.19 “Bankruptcy Code” means the Bankruptcy Reform Act of 1978, as amended and codified in title 11
of the United States Code, 11 U.S.C. §§ 101-1330, as in effect on the date hereof but, with respect
to amendments to the Bankruptcy Code subsequent to commencement of the Chapter 11 Cases, only to
the extent that such amendments were made expressly applicable to bankruptcy cases which were filed
as of the enactment of such amendments.



     1.20 “Bankruptcy Court” means the United States Bankruptcy Court for the Western District of
Missouri.



     1.21 “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure and the Official Bankruptcy
Forms, as amended, the Federal Rules of Civil Procedure, as amended, as applicable to the Chapter
11 Cases or proceedings therein, and the Local Rules of the Bankruptcy Court, as applicable to the
Chapter 11 Cases or proceedings therein, as the case may be.



     1.22 “Brands” means Interstate Brands Corporation, one of the Debtors and a debtor-in-possession,
Case No. 04-45816 (JWV).



     1.23 “Brands Preferred Stock” means the 6,026 shares of $4.80 dividend cumulative preferred stock
of Brands authorized under Article IV of the restated certificate of incorporation of Brands, as
amended.



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     1.24 “Business Day” means any day, excluding Saturdays, Sundays and legal holidays, on which
commercial banks are open for business in New York City.



     1.25 “Capital Leases” means those certain non-operating lease agreements scheduled on Exhibit
B attached hereto, together with all related leases, lease amendments, lease supplements,
memoranda of leases, mortgages, loan agreements, guarantees, guarantee and collateral agreements,
and all other related loan, lease and security documents executed and delivered in connection
therewith, as the same have been amended, amended and restated, modified or supplemented from time
to time.



     1.26 “Capital Lease Claim” means a Claim arising under or pursuant to a Capital Lease.



     1.27 “Cash” means legal tender of the United States.



     1.28 “Causes of Action” means any and all actions, claims, proceedings, causes of action, suits,
accounts, controversies, agreements, promises, rights to legal remedies, rights to equitable
remedies, rights to payment and claims, whether known, unknown, reduced to judgment, not reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
secured or unsecured, and whether asserted or assertable directly or derivatively, in law, equity
or otherwise, including actions brought prior to the Petition Date, actions under chapter 5 of the
Bankruptcy Code, and actions against any Person for failure to pay for products or services
provided or rendered by the Debtors, all claims, suits or proceedings relating to enforcement of
the Debtors’ intellectual property rights, including patents, copyrights and trademarks, and all
claims or causes of action seeking recovery of the Debtors’ or the Reorganized Debtors’ accounts
receivable or other receivables or rights to payment created or arising in the ordinary course of
the Debtors’ or the Reorganized Debtors’ business.



     1.29 “Central States Plan” has the meaning ascribed to it in Section 11.10 hereof.



     1.30 “Certificate” has the meaning ascribed to it in Section 8.4 hereof.



     1.31 “Chapter 11 Case(s)” means the chapter 11 case(s) of the Debtors pending in the Bankruptcy
Court.



     1.32 “Claim” means a claim against the Debtors (or all or any of them), whether or not asserted, as
defined in section 101(5) of the Bankruptcy Code.



     1.33 “Claimholder” means a holder of a Claim.



     1.34 “Claims Administration” shall have the meaning ascribed to it in Section 8.5 hereof.



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     1.35 “Claims Objection Deadline” means that day which is one hundred eighty (180) days after the
Effective Date, as the same may be from time to time extended by the Bankruptcy Court without
further notice to parties-in-interest.



     1.36 “Class” means a category of Claimholders or Interestholders described in Article IV of
this Plan.



     1.37 “Commitment Fee” means the Equity Commitment Fee and the Debt Commitment Fee.



     1.38 “Commitment Letter” means that certain commitment letter by and between IBC and Equity
Investors, dated September 12, 2008 (including the exhibits and annexes attached thereto and as
amended, restated, supplemented or otherwise modified from time to time in accordance with the
terms thereof), together with that certain fee letter by and between IBC and Equity Investors,
dated September 12, 2008 (as amended, restated, supplemented or otherwise modified from time to
time in accordance with the terms thereof).



     1.39 “Commitment Letter Approval Order” means the Order Pursuant to 11 U.S.C. §§ 105(a), 363(b),
364(c)(1), 503(b) and 507(a) Authorizing the Debtors to (I) Enter into Equity Commitment Letter and
Related Agreements Including (A) Equity Commitment Fee Letter, (B) Revolving Facility Commitment
Letter and Related Fee Letter, and (C) Term Loan Exit Facility Commitment Letter and Related Fee
Letter, and (II) Pay Certain Fees and Expenses Associated Therewith (Docket No. 11333) pursuant to
which the Bankruptcy Court approved the Commitment Letter, the Term Loan Facility Commitment Papers
and the ABL Facility Commitment Papers.



     1.40 “Confirmation Date” means the date of entry of the Confirmation Order.



     1.41 “Confirmation Hearing” means the hearing before the Bankruptcy Court on confirmation of this
Plan and related matters under section 1128 of the Bankruptcy Code.



     1.42 “Confirmation Order” means the order entered by the Bankruptcy Court confirming this Plan.



     1.43 “Creditors’ Committee” means the Official Committee of Unsecured Creditors appointed in the
Chapter 11 Cases pursuant to section 1102(a) of the Bankruptcy Code.



     1.44 “Creditors’ Trust” means the trust which is created pursuant to this Plan to be administered
by the Trustee with the advice and/or under the direction of the Trust Advisory Board, all as more
specifically set forth in Article X of this Plan.



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     1.45 “Cure” means the payment or other honor of all obligations required to be paid or honored in
connection with assumption of an executory contract or unexpired lease pursuant to section 365 of
the Bankruptcy Code, including (a) the cure of any non-monetary defaults to the extent required, if
at all, pursuant to section 365 of the Bankruptcy Code, and (b) with respect to monetary defaults,
the distribution, within a reasonable period of time following the Effective Date, of Cash, or such
other property as may be agreed upon by the parties or ordered by the Bankruptcy Court, with
respect to the assumption (or assumption and assignment) of an executory contract or unexpired
lease, pursuant to section 365(b) of the Bankruptcy Code, in an amount equal to all unpaid monetary
obligations or such other amount as may be agreed upon by the parties, under such executory
contract or unexpired lease, to the extent such obligations are enforceable under the Bankruptcy
Code and applicable non-bankruptcy law.



     1.46 “D&O Claims” means those claims against certain former officers and directors that are to be
transferred to the Creditors’ Trust on the Effective Date pursuant to the Intercreditor Settlement.



     1.47 “D&O Insurance” means insurance maintained by the Debtors which covers, among others, the
directors, officers and managing members of the Debtors or any of them.



     1.48 “DIP Agent” means the administrative agent for the DIP Lenders under the DIP Credit Agreement.



     1.49 “DIP Credit Agreement” means the Second Amended and Restated Revolving Credit Agreement, dated
as of May 9, 2008, among IBC, as parent borrower, the subsidiary borrowers party thereto, the DIP
Agent and the DIP Lenders, which was executed by the Debtors (except Mrs. Cubbison’s) in connection
with the DIP Facility, as amended by the First Amendment to the Second Amended and Restated
Revolving Credit Agreement, dated as of September 12, 2008.



     1.50 “DIP Facility” means the debtor-in-possession secured financing facility provided to the
Debtors by the DIP Lenders pursuant to the DIP Credit Agreement and agreements related thereto as
authorized by the Bankruptcy Court pursuant to the DIP Facility Order.



     1.51 “DIP Facility Claim” means all Administrative Claims of the DIP Agent and the DIP Lenders
arising under or pursuant to or related to the DIP Facility.



     1.52 “DIP Facility Order” means, collectively, the final order that was entered by the Bankruptcy
Court on October 22, 2004, authorizing and approving the DIP Facility and the agreements related
thereto, and any further orders entered by the Bankruptcy Court approving subsequent extensions and
modifications of the DIP Facility.



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     1.53 “DIP Lenders” means the lenders from time to time party to the DIP Credit Agreement.



     1.54 “Debt Commitment Fee” means the commitment fee for Equity Investors’s commitments to purchase
New Convertible Secured Notes under the Commitment Letter, in the amount of $4,290,000, payable in
accordance with the terms of the Commitment Letter.



     1.55 “Debtors” has the meaning ascribed to it in the Introduction hereof.



     1.56 “Deficiency Claim” means, in the case of a Claimholder who asserts a Secured Claim or
Prepetition Lender Claim against the Debtors, a Claim equal to the amount by which such Claim
exceeds the secured portion thereof as determined pursuant to section 506 of the Bankruptcy Code.



     1.57 “Disallowed Claim” means a Claim or any portion thereof, that (a) has been disallowed by a
Final Order, (b) is Scheduled at zero or as contingent, disputed or unliquidated and as to which a
proof of claim bar date has been established but no proof of claim has been timely filed with the
Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court
or (c) is not Scheduled and as to which a proof of claim bar date has been set but no proof of
claim has been timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any
Final Order of the Bankruptcy Court.



     1.58 “Disbursing Agent” means the Reorganized Debtors or any Person designated by either the
Debtors or Reorganized IBC, with the consent of Equity Investors (with such consent not to be
unreasonably withheld), to serve as a disbursing agent under Article VIII of this Plan.



     1.59 “Disclosure Statement” means the written disclosure statement that relates to this Plan, as
approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code and Bankruptcy
Rule 3017 on October 30, 2008, as such disclosure statement may be amended, modified or
supplemented from time to time.



     1.60 “Disputed Claim” means a Claim or any portion thereof, that is neither an Allowed Claim nor a
Disallowed Claim and includes, without limitation, Claims that (a) (i) have not been Scheduled by
the Debtors (or any of them) or have been Scheduled at zero or as unknown, contingent, unliquidated
or disputed, and (ii) are not the subject of an objection filed in the Bankruptcy Court or as to
which the time for filing an objection has not yet expired, (b) that are the subject of a proof of
claim or interest that differs in nature, amount or priority from the Schedules, or (c) are the
subject of an objection filed with the Bankruptcy Court, which objection has not been withdrawn or
overruled by a Final Order of the Bankruptcy Court.



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     1.61 “Distribution Date” means a date selected by IBC or Reorganized IBC, not more than twenty (20)
Business Days after the Effective Date.



     1.62 “Effective Date” means the Business Day on which all conditions to the consummation of this
Plan set forth in Section 12.2 hereof have been either satisfied or waived as provided in Section
12.3 hereof and is the day upon which this Plan is substantially consummated, which Effective Date
shall also be the closing date under the Investment Agreement.



     1.63 “Equity Commitment Fee” means the commitment fee for Equity Investors’s commitment to purchase
New Common Stock under the Commitment Letter, in the amount of $2,210,000, payable in accordance
with the terms of the Commitment Letter.



     1.64 “Equity Investors” means IBC Investors I, LLC.



     1.65 “Estates” means the bankruptcy estates of the Debtors created pursuant to section 541 of the
Bankruptcy Code.



     1.66 “Executive Employment Agreements” has the meaning ascribed to it in Section 6.7 hereof.



     1.67 “Exhibit” means an exhibit annexed to either this Plan or as an appendix to the Disclosure
Statement.



     1.68 “Exhibit Filing Date” means the date on which Exhibits to this Plan or the Disclosure
Statement shall be filed with the Bankruptcy Court, which date shall be at least ten (10) days
prior to the Voting Deadline or such later date as may be approved by the Bankruptcy Court.



     1.69 “Existing Securities” means, collectively, the Brands Preferred Stock, Old Convertible Notes,
Old Common Stock and Old Common Stock Options, and all options, warrants, rights and other
instruments evidencing an ownership interest in any Debtor (whether fixed or contingent, matured or
unmatured, disputed or undisputed), contractual, legal, equitable or otherwise, to acquire any of
the foregoing (except for Subsidiary Interests other than the Brands Preferred Stock).



     1.70 “Exit Facility Documents” has the meaning ascribed to it in Section 6.12 hereof.



     1.71 “Face Amount” means, (a) when used in reference to a Disputed Claim or Disallowed Claim, the
full stated liquidated amount claimed by the Claimholder in any proof of claim timely filed with
the Bankruptcy Court or otherwise Allowed by any Final Order of the Bankruptcy Court and (b) when
used in reference to an Allowed Claim, the allowed amount of such Claim.



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     1.72 “Final Order” means an order or judgment, the operation or effect of which has not been
stayed, reversed or amended and as to which order or judgment (or any revision, modification or
amendment thereof) the time to appeal or seek review or rehearing (other than under Rule 60(b) of
the Federal Rules of Civil Procedure or Bankruptcy Rule 9024) has expired and as to which no appeal
or petition for review or rehearing was filed or, if filed, remains pending.



     1.73 “General Unsecured Claim” means a Claim that (a) is not an Administrative Claim or a Priority
Tax Claim and (b) (i) with respect to the Main Debtors, does not fall within Class 1 Secured Tax
Claims, Class 2 Secured Claims, Class 3 Other Priority Claims, Class 4 Intercompany Claims, Class 5
Workers’ Compensation Claims, Class 7 Capital Lease Claims, Class 8 Prepetition Lender Claims,
Class 10a Subordinated Debt Securities Claims or Class 10b Subordinated Equity Securities Claims or
(ii) with respect to Mrs. Cubbison’s, Armour & Main Redevelopment and New England Bakery, does not
fall within Class 1 Other Priority Claims, Class 2 Intercompany Claims or Class 4 Trade Claims.



     1.74 “Holdback Amount” means the amount equal to 20% of fees billed to the Debtors in a given month
that was retained by the Debtors as a holdback on payment of Professional Claims pursuant to the
Professional Fee Order.



     1.75 “Holdback Escrow Account” means the escrow account established by the Disbursing Agent into
which Cash equal to the Holdback Amount shall be deposited on the Effective Date for the payment of
Allowed Professional Claims to the extent not previously paid or disallowed.



     1.76 “IBC” has the meaning ascribed to it in the Introduction hereof.



     1.77 “Impaired” refers to any Claim or Interest that is impaired within the meaning of section 1124
of the Bankruptcy Code.



     1.78 “Indemnification Rights” means any obligations of the Debtors (or any of them) to indemnify,
reimburse, advance or contribute to the losses, liabilities or expenses of an Indemnitee pursuant
to a Debtor’s certificate of incorporation, bylaws, or policy of providing indemnification to an
Indemnitee, or pursuant to any applicable law or specific agreement in respect of any claims,
demands, suits, causes of action or proceedings against an Indemnitee based upon any act or
omission related to an Indemnitee’s service with, for or on behalf of the Debtors (or any of them).



     1.79 “Indemnitee” means all present and former directors, officers, employees, agents or
representatives of the Debtors who are entitled to assert Indemnification Rights.



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     1.80 “Insurance Coverage” shall have the meaning ascribed to it in Section 11.8 hereof.



     1.81 “Insured Claim” means any Claim or portion of a Claim (other than a Workers’ Compensation
Claim) that is insured under the Debtors’ insurance policies, but only to the extent of such
coverage.



     1.82 “Intercompany Claim” means a Claim by any Debtor against a Main Debtor.



     1.83 “Intercreditor Settlement” means that settlement and compromise of controversies by and among
the Debtors, certain Prepetition Lenders and the Creditors’ Committee whereby the Trust Assets
shall be transferred to the Creditors’ Trust on the Effective Date in full and complete
satisfaction of any and all claims against the Prepetition Lenders and any and all challenges,
contests or claims for or against the substantive consolidation of the Debtors, all as such
settlement and compromise of controversies is more specifically described in the Intercreditor
Settlement Motion and the Intercreditor Settlement Order.



     1.84 “Intercreditor Settlement Motion” means that certain Motion to Compromise Controversies
Pursuant to Bankruptcy Rule 9019 whereby the Debtors seek approval of a compromise with respect to
the Intercreditor Settlement.



     1.85 “Intercreditor Settlement Order” means an order of the Bankruptcy Court approving the
Intercreditor Settlement Motion, in substantially the form attached hereto as Exhibit C.



     1.86 “Interest” means (a) the legal, equitable contractual and other rights (whether fixed or
contingent, matured or unmatured, disputed or undisputed) of any Person with respect to Old Common
Stock, Old Common Stock Options, Brands Preferred Stock or any other equity securities of the
Debtors (or any of them) and (b) the legal, equitable, contractual and other rights, whether fixed
or contingent, matured or unmatured, disputed or undisputed, of any Person to purchase, sell,
subscribe to, or otherwise acquire or receive (directly or indirectly) any of the foregoing.



     1.87 “Interestholder” means a holder of an Interest.



     1.88 “Investment” means the purchase by Equity Investors of the New Common Stock and New
Convertible Secured Notes pursuant to the Investment Agreement.



     1.89 “Investment Agreement” means the Investment Agreement between IBC and Equity Investors dated
as of September 26, 2008 (including the exhibits attached thereto and as amended, restated,
supplemented or otherwise modified from



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time to time in accordance with the terms thereof) and approved by the Investment Agreement Order.
The Investment Agreement is set forth at Exhibit D.



     1.90 “Investment Agreement Order” means the Final Order entered by the Bankruptcy Court on October
22, 2008, authorizing and approving the Investment Agreement.



     1.91 “JPMCB” means JPMorgan Chase Bank, N.A., a national banking association.



     1.92 “KERP” means that certain Key Employee Retention Plan adopted by IBC’s board of directors and
approved by order of the Bankruptcy Court on February 17, 2005, as amended.



     1.93 “Lien” means a lien, security interest or charge against or interest in property of the
Debtors to secure payment of a debt or performance of an obligation owed by the Debtors. For
purposes of this Plan, the term shall not include (a) a lien resulting from the provisions of
Chapter 5 of the Bankruptcy Code or (b) a lien that has been or may be avoided pursuant to Chapter
5 of the Bankruptcy Code.



     1.94 “Long Term Incentive Plan” means that certain long term incentive plan as is more specifically
described at Exhibit E attached hereto, by which the Reorganized Debtors shall deliver
certain stock options and restricted stock grants to certain members of management and other
employees on and after the Effective Date.



     1.95 “Main Debtors” means all of the Debtors excluding Mrs. Cubbison’s, Armour & Main Redevelopment
and New England Bakery.



     1.96 “Monarch” means Monarch Master Funding Ltd and its respective Affiliates and managed funds.



     1.97 “Mrs. Cubbison’s” means Mrs. Cubbison’s Foods, Inc., one of the Debtors and a
debtor-in-possession, Case No. 06-40111 (JWV).



     1.98 “Mrs. Cubbison’s Control Group Liability Claim” means a Claim asserted by, or on behalf of, a
qualified defined benefit pension plan against all members of IBC’s controlled group of companies
and related entities as defined under section 4001(b)(1) of the Employee Retirement Income Security
Act of 1974 (on a joint and several basis), to the extent such claim is asserted against Mrs.
Cubbison’s.



     1.99 “Mrs. Cubbison’s General Unsecured Claims Distribution Property” means $300,000 in Cash.



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     1.100 “Mrs. Cubbison’s Intercompany Claim” means a Claim by any Debtor against Mrs. Cubbison’s.



     1.101 “Mrs. Cubbison’s Interests” means the shares of common stock of Mrs. Cubbison’s, and all
options, rights and other instruments evidencing an ownership interest in Mrs. Cubbison’s.



     1.102 “Mrs. Cubbison’s Substantive Consolidation Motion” means that certain motion to be filed with
the Bankruptcy Court no later than twenty (20) days prior to the Confirmation Hearing pursuant to
which the Debtors will seek to substantively consolidate Mrs. Cubbison’s and IBC, for purposes of
voting and distribution, and pursuant to which the Claims against, and Interests in, Mrs.
Cubbison’s will receive the same treatment as if they were Claims against, or Interests in, IBC
under the Plan with respect to IBC.



     1.103 “Mrs. Cubbison’s Trade Claim” means each Claim against Mrs. Cubbison’s that is not an
Administrative Claim, Priority Tax Claim, Other Priority Claim, Mrs. Cubbison’s Intercompany Claim
or Mrs. Cubbison’s Control Group Liability Claim.



     1.104 “New Common Stock” means shares of common stock of Reorganized IBC to be authorized and
issued on or after the Effective Date. A summary description of the New Common Stock is set forth
at Exhibit F.



     1.105 “New Convertible Secured Note Indenture” means the New Convertible Secured Notes indenture
among IBC, the guarantors party thereto and the trustee party thereto.



     1.106 “New Convertible Secured Notes” mean the 5% fourth priority secured convertible notes, in the
original principal amount of $171.6 million, to be issued by Reorganized IBC on the Effective Date,
together with any “pay-in-kind” interest on such New Convertible Secured Notes to be issued after
the Effective Date. A summary description of the New Convertible Secured Notes is set forth at
Exhibit G attached hereto.



     1.107 “New Credit Facilities” means (a) the ABL Facility, and (b) the Term Loan Facility.



     1.108 “New Credit Facility Documents” means all documents comprising the definitive documentation
of the New Credit Facilities, including without limitation, all collateral and security documents
and intercreditor agreements contemplated thereby.



     1.109 “New England Bakery” means New England Bakery Distributors L.L.C., one of the Debtors and a
debtor-in-possession, Case No. 04-45819 (JWV).



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     1.110 “New England Bakery Control Group Liability Claim” means a Claim asserted by, or on behalf
of, a qualified defined benefit pension plan against all members of IBC’s controlled group of
companies and related entities as defined under section 4001(b)(1) of the Employee Retirement
Income Security Act of 1974 (on a joint and several basis), to the extent such Claim is asserted
against New England Bakery.



     1.111 “New England Bakery General Unsecured Claims Distribution Property” means $10,000 in Cash.



     1.112 “New England Bakery Intercompany Claim” means a Claim by any Debtor against New England
Bakery.



     1.113 “New England Bakery Interests” means the shares of common stock of New England Bakery, and
all options, rights and other instruments evidencing an ownership interest in New England Bakery.



     1.114 “New England Bakery Substantive Consolidation Motion” means that certain motion to be filed
with the Bankruptcy Court no later than twenty (20) days prior to the Confirmation Hearing pursuant
to which the Debtors will seek to substantively consolidate New England Bakery and IBC, for
purposes of voting and distribution, and pursuant to which the Claims against, and Interests in,
New England Bakery will receive the same treatment as if they were Claims against, or Interests in,
IBC under the Plan with respect to IBC.



     1.115 “New England Bakery Trade Claim” means each Claim against New England Bakery that is not an
Administrative Claim, Priority Tax Claim, Other Priority Claim, New England Bakery Intercompany
Claim or New England Bakery Control Group Liability Claim.



     1.116 “New Third Lien Term Loan” means the six-year term loan facility in the aggregate principal
amount equal to $142.3 million; provided, however, the principal amount of the New
Third Lien Term Loan may be decreased (with a corresponding increase in the amount of the Term Loan
Facility on a dollar-for-dollar basis) in accordance with numbered paragraph 19 of the Commitment
Letter and Exhibit J to the Commitment Letter subject to the consent of the Term Loan Facility
Commitment Parties. A summary description of the New Third Lien Term Loan is set forth at
Exhibit H attached hereto.



     1.117 “New Third Lien Term Loan Credit Facility” means the credit facility governing the New Third
Lien Term Loan by and among Reorganized IBC, Reorganized Brands, the guarantors party thereto and
the Prepetition Lenders.



     1.118 “Old Common Stock” means shares of IBC’s common stock that were authorized, issued and
outstanding prior to the Effective Date.



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     1.119 “Old Common Stock Options” means all options, warrants and rights (whether fixed or
contingent, matured or unmatured, disputed or undisputed), contractual, legal, equitable or
otherwise, to acquire shares of Old Common Stock or other equity interests in IBC.



     1.120 “Old Convertible Note Indenture” means the Old Convertible Notes indenture dated as of August
12, 2004, among IBC, the guarantors party thereto and the Old Convertible Note Indenture Trustee.



     1.121 “Old Convertible Note Indenture Trustee” means U.S. Bank National Association, as trustee
under the Old Convertible Note Indenture.



     1.122 “Old Convertible Note Indenture Trustee Fee Claim” means the reasonable fees and expenses of
the Old Convertible Note Indenture Trustee incurred by the Old Convertible Note Indenture Trustee
during the Chapter 11 Cases through the Effective Date in an amount not to exceed $890,000.



     1.123 “Old Convertible Notes” means the 6% senior subordinated convertible notes due August 15,
2014, dated as of August 12, 2004, in the aggregate principal amount of $100 million, issued by IBC
pursuant to the Old Convertible Note Indenture.



     1.124 “Old Convertible Notes Claim” shall mean the allowed Class 9 General Unsecured Claim of the
Old Convertible Note Indenture Trustee on behalf of the holders of Old Convertible Notes in the
Allowed amount of $100,649,000.



     1.125 “Ordinary Course Professional Order” means the Bankruptcy Court’s Order Under 11 U.S.C. § 327
of the Bankruptcy Code Authorizing the Debtors to Employ Professionals Utilized in the Ordinary
Course of Business (Docket No. 408).



     1.126 “Organizational Documents” means the bylaws, articles of incorporation, corporate charters,
certificates of formation, limited liability agreements or other documents or agreements that
govern or affect the corporate formation and governance of the Debtors (or any of them) and the
Reorganized Debtors (or any of the them) including, without limitation, the Stockholders’
Agreement.



     1.127 “Other Priority Claim” means a Claim entitled to priority pursuant to section 507(a) of the
Bankruptcy Code other than a Priority Tax Claim or an Administrative Claim.



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     1.128 “Pension Plans” means the American Bakers Association Retirement Plan and the IBC Defined
Benefit Plan, two defined-benefit pension plans sponsored by the Debtors and covered by Title IV of
the Employee Retirement Income Security Act of 1974, 29 U.S.C. §§ 1301-1461 (2000 and Supp. V.
2005).



     1.129 “Periodic Distribution Date” means (a) the Distribution Date, as to the first distribution
made by the Reorganized Debtors, and (b) thereafter, (i) the first Business Day occurring ninety
(90) days after the Distribution Date and (ii) subsequently, the first Business Day occurring
ninety (90) days after the immediately preceding Periodic Distribution Date.



     1.130 “Permitted Affiliate” means (a) any affiliate of a Term Loan Facility Lender whose identity
has been disclosed in writing to Equity Investors in writing prior to September 12, 2008 and (b)
any other affiliate of a Term Loan Facility Lender reasonably acceptable to Equity Investors.



     1.131 “Person” means an individual, corporation, partnership, joint venture, association, joint
stock company, limited liability company, limited liability partnership, trust, estate,
unincorporated organization, governmental unit (as defined in section 101(27) of the Bankruptcy
Code), or other entity.



     1.132 “Petition Date” means the date on which each Debtor filed its voluntary petition commencing
its Chapter 11 Case, that is (a) with respect to all of the Debtors other than Mrs. Cubbison’s,
September 22, 2004 and (b) with respect to Mrs. Cubbison’s, January 14, 2006.



     1.133 “Plan” means this joint plan of reorganization, which is jointly proposed by the Debtors for
the resolution of outstanding Claims and Interests in the Chapter 11 Cases, as such plan may be
further amended from time to time in accordance with the Bankruptcy Code, Bankruptcy Rules and
Section 14.2, and the exhibits hereto.



     1.134 “Plan Supporter” means each Prepetition Lender that is a signatory to Annex I or Annex I-A
(in each case, as amended from time to time) to the Commitment Letter as of the Effective Date.



     1.135 “Postpetition Interest” means, collectively, such interest, reasonable fees, costs, or
charges provided for under the agreements between a Debtor and a Claimholder whose Claim is secured
by property of the Estates to the extent such items have accrued and are payable pursuant to the
provisions of the Bankruptcy Code including, without limitation, section 506(b) of the Bankruptcy
Code.



     1.136 “Prepetition Agent” means the administrative agent for the Prepetition Lenders under the
Prepetition Credit Agreement.



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     1.137 “Prepetition Credit Agreement” means the collective reference to that certain Amended and
Restated Credit Agreement, dated as of April 25, 2002, as amended, supplemented or otherwise
modified from time to time, by and among Brands and Interstate Brands West Corporation (which was
subsequently merged into Interstate Bakeries Corporation), as borrowers, the banks and other
financial institutions from time to time thereto, and JPMCB, as administrative agent, all letters
of credit issued thereunder, and any collateral or security documents related to the foregoing.



     1.138 “Prepetition Credit Facility” means the financing accommodations evidenced by the Prepetition
Credit Agreement and related documents.



     1.139 “Prepetition Investors” means Silver Point, Monarch Alternative Capital L.P. and McDonnell
Investment Management LLC and their respective Affiliates and managed funds.



     1.140 “Prepetition LC” has the meaning ascribed to it in Section 4.1 hereof.



     1.141 “Prepetition Lender Actions” means the collective reference to that certain First Amended and
Restated Complaint to Avoid and Recover Certain Transfers and for Judgment (Adv. Pro. 06-04192)
filed with the Bankruptcy Court and any claims or Causes of Action preserved pursuant to that
certain Agreed Order Extending the Challenge Deadline, ordered by the Bankruptcy Court on April 24,
2007 (Docket No. 8848).



     1.142 “Prepetition Lender Claims” mean all Claims of the Prepetition Agent and the Prepetition
Lenders arising under or pursuant to the Prepetition Credit Facility including, without limitation,
the Claim of the Prepetition Lenders for Postpetition Interest whether calculated at the default or
non-default rate.



     1.143 “Prepetition Lenders” means those Persons holding a Prepetition Lender Claim.



     1.144 “Prepetition Lenders Plan Distribution Property” means (a) the New Third Lien Term Loan, (b)
$85,800,00 in aggregate principal amount of the New Convertible Secured Notes and (c) the Series E
Warrants.



     1.145 “Priority Claim” means a Claim entitled to priority pursuant to section 507 of the Bankruptcy
Code.



     1.146 “Priority Tax Claim” means a Claim entitled to priority pursuant to section 507(a)(8) of the
Bankruptcy Code.



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     1.147 “Pro Rata” means, from time to time, unless this Plan specifically provides otherwise, with
respect to Claims, the proportion that the Face Amount of a Claim in a particular Class bears to
the aggregate Face Amount of all Claims (including Disputed Claims, but excluding Disallowed
Claims) in such Class.



     1.148 “Professional” means those Persons employed in the Chapter 11 Cases pursuant to sections 327
and 1103 of the Bankruptcy Code, or otherwise; provided, however, that
“Professional” does not include those Persons retained pursuant to the Ordinary Course Professional
Order.



     1.149 “Professional Claim” means a Claim of a Professional for compensation or reimbursement of
costs and expenses relating to services rendered or expenses incurred after the Petition Date and
prior to and including the Effective Date.



     1.150 “Professional Fee Order” means the order entered by the Bankruptcy Court on October 25, 2004,
authorizing the interim payment of Professional Claims subject to the Holdback Amount.



     1.151 “Reclamation Claim” means a Claim administered, determined and allowed by agreement between
the Debtors and a party asserting a reclamation claim, all as contemplated pursuant to the
Reclamation Order.



     1.152 “Reclamation Order” means that certain Order Under 11 U.S.C. §§ 362, 503 and 546 (A)
Providing Administrative Expense Treatment for Certain Holders of Valid Reclamation Claims and (B)
Establishing Procedures for Resolution and Payment of Reclamation Claims entered by the Bankruptcy
Court on November 12, 2004, whereby IBC established procedures for determining the validity and
extent of reclamation claims.



     1.153 “Reconstitution Order” means that certain Order Pursuant to Bankruptcy Rule 9019, sections
105, 1107 and 1108 of the Bankruptcy Code, and section 303 of the Delaware General Corporation Law
Approving A Proposed Settlement Reconstituting the Board of Directors of Interstate Bakeries
Corporation and Granting Certain Related Relief entered by the Bankruptcy Court on January 5,
2007, whereby IBC reconstituted its board of directors.



     1.154 “Reinstated” or “Reinstatement” means (a) leaving unaltered the legal, equitable and
contractual rights to which a Claim entitles the Claimholder so as to leave such Claim Unimpaired
in accordance with section 1124 of the Bankruptcy Code, or (b) notwithstanding any contractual
provision or applicable law that entitles the Claimholder to demand or receive accelerated payment
of such Claim after the occurrence of a default, (i) curing any such default that occurred before
or after the Petition Date, other than a default of a kind specified in section 365(b)(2) of the
Bankruptcy Code; (ii) reinstating the maturity of such Claim as such maturity existed before such
default; (iii) compensating the Claimholder for any damages incurred as a



A-19









 







result of any reasonable reliance by such Claimholder on such contractual provision or such
applicable law; and (iv) not otherwise altering the legal, equitable or contractual rights to which
such Claim entitles the Claimholder; provided, however, that any contractual right
that does not pertain to the payment when due of principal and interest on the obligation on which
such Claim is based, including, but not limited to, financial covenant ratios, negative pledge
covenants, covenants or restrictions on merger or consolidation, “going dark” provisions, and
affirmative covenants regarding corporate existence prohibiting certain transactions or actions
contemplated by this Plan, or conditioning such transactions or actions on certain factors, shall
not be required to be cured or reinstated in order to accomplish Reinstatement.



     1.155 “Released Parties” means, collectively, (a) the Debtors, the officers, directors and managing
members of the Debtors who were either serving in such capacities as of the Confirmation Date, or
who had served in such capacities during the Chapter 11 Cases, (b) the Reorganized Debtors, (c) the
officers, directors and managing members of the Reorganized Debtors serving in such capacity after
the Effective Date, (d) the DIP Lenders, (e) the Prepetition Lenders, (f) the Plan Supporters, (g)
the Prepetition Investors, (h) Silver Point, (i) the Term Loan Facility Lenders, (j) JPMCB and J.P.
Morgan Securities Inc., (k) Equity Investors, (l) the Creditors’ Committee, and each of its members
in their capacity as such, and (m) with respect to each of the Persons named in (a) — (l) above,
such Person’s Affiliates, principals, employees, agents, officers, directors, financial advisors,
attorneys and other professionals, and any of their successors and assigns, when acting in any of
such capacities.



     1.156 “Reorganized . . .” means the applicable Debtor from and after the Effective Date.



     1.157 “Reorganized Debtors” means, collectively, all Debtors from and after the Effective Date.



     1.158 “Restructuring Transaction(s)” means the transactions set forth in Section 6.13 of this Plan
and as further described in the Restructuring Transactions Notice which is attached as Exhibit I to
this Plan.



     1.159 “Restructuring Transactions Notice” means the notice filed with the Bankruptcy Court on or
before the Exhibit Filing Date as Exhibit I to this Plan listing the restructuring Debtors
and briefly describing the relevant Restructuring Transactions.



     1.160 “Retained Actions” means any and all Causes of Actions other than the Trust Claims, the
Prepetition Lender Actions and any other Cause of Action otherwise assertable against the
Prepetition Lenders. A nonexclusive list of the Retained Actions is
attached hereto as Exhibit
A-1.



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     1.161 “SERP” means that certain Supplemental Executive Retirement Plan maintained by the Debtors
prior to the Petition Date, which provides retirement benefits to certain officers and other select
employees, pursuant to which IBC agreed to pay certain key executives and managers who retire after
age 60 an annual retirement benefit equal to 1.8% of the participant’s average annual base salary
received during the 60 months immediately preceding retirement, for each year of service to IBC, up
to 20 years.



     1.162 “Scheduled” means, with respect to any Claim or Interest, the status, priority and amount, if
any, of such Claim or Interest as set forth in the Schedules.



     1.163 “Schedules” means the schedules of assets and liabilities and the statements of financial
affairs filed in the Chapter 11 Cases by the Debtors, as such schedules or statements have been or
may be amended or supplemented from time to time in accordance with Bankruptcy Rule 1009 or orders
of the Bankruptcy Court.



     1.164 “Secured Claim” means a Claim, other than a Prepetition Lender Claim, that is secured by a
Lien which is not subject to avoidance under the Bankruptcy Code or otherwise invalid under the
Bankruptcy Code or applicable state law, on property in which an Estate has an interest, or a Claim
that is subject to setoff under section 553 of the Bankruptcy Code; to the extent of the value of
the holder’s interest in the Estate’s interest in such property or to the extent of the amount
subject to setoff, as applicable; as determined by a Final Order pursuant to section 506(a) of the
Bankruptcy Code, or in the case of setoff, pursuant to section 553 of the Bankruptcy Code, or in
either case as otherwise agreed upon in writing by the Debtors or the Reorganized Debtors and the
holder of such Claim.



     1.165 “Secured Tax Claim” means a Secured Claim arising prior to the Petition Date against any of
the Debtors for taxes owed to a governmental unit.



     1.166 “Security” shall have the meaning ascribed to it in section 101(49) of the Bankruptcy Code.



     1.167 “Series A Warrants” means the warrants (in the form attached to the Investment Agreement)
issued to Equity Investors that will entitle holders to receive, upon the exercise of all Series A
Warrants, 13.5% of the fully diluted equity interests of Reorganized IBC (calculated as of the
Effective Date).



     1.168 “Series B Warrants” means the warrants (in the form attached to the Investment Agreement)
issued to the Term Loan Facility Lenders (or their Permitted Affiliates) that will entitle holders
to receive, upon the exercise of all Series B Warrants, 1.917% of the fully diluted equity
interests of Reorganized IBC (calculated as of the Effective Date).



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     1.169 “Series C Warrants” means the warrants (in the form attached to the Investment Agreement)
issued to the Term Loan Facility Lenders (or their Permitted Affiliates) that will entitle holders
to receive, upon exercise of all Series C Warrants, 2.837% of the fully diluted equity interests of
Reorganized IBC (calculated as of the Effective Date).



     1.170 “Series D Warrants” means the warrants (in the form attached to the Investment Agreement)
issued to Equity Investors that will entitle holders to receive, upon the exercise of all Series D
Warrants, 1.5% of the fully-diluted equity interests of Reorganized IBC (calculated as of the
Effective Date).



     1.171 “Series E Warrants” means the warrants (in the form attached to the Investment Agreement)
issued to the Prepetition Lenders that will entitle holders to receive, upon the exercise of all
Series E Warrants, 1.5% of the fully-diluted equity interests of Reorganized IBC (calculated as of
the Effective Date).



     1.172 “Servicer” means the Old Convertible Note Indenture Trustee with respect to the Old
Convertible Note Indenture or any other agent or servicer under any other agreement that governs
the rights of a Claimholder .



     1.173 “Silver Point” means Silver Point Finance, LLC and its respective Affiliates and managed
funds.



     1.174 “Stockholders’ Agreement” means the agreement that each holder of New Common Stock, including
those holders receiving shares upon the conversion of any New Convertible Secured Notes or the
exercise of any Warrant, shall be required to execute. A form of the Stockholders’ Agreement is
set forth at Exhibit J.



     1.175 “Solicitation Procedures Order” means the order of the Bankruptcy Court approved on October
30, 2008 pursuant to which the Bankruptcy Court, inter alia, approved the
Disclosure Statement and set various procedures for soliciting and tabulating votes on this Plan.



     1.176 “Subordinated Debt Securities Claim” means a Claim subject to subordination under section
510(b) of the Bankruptcy Code that arises from the rescission of a purchase or sale of a debt
Security of any Debtor (including, but not limited to, Old Convertible Notes), or for damages
arising from the purchase or sale of such debt Security, or for reimbursement, indemnification, or
contribution allowed under section 502 of the Bankruptcy Code on account of such Claim.



     1.177 “Subordinated Equity Securities Claim” means a Claim subject to subordination under section
510(b) of the Bankruptcy Code that arises from the rescission of a purchase or sale of an equity
Security of any Debtor (including, but not limited to, Old Common Stock and Old Common Stock
Options), or for damages arising from the purchase or sale of such equity Security, or for
reimbursement,



A-22









 







indemnification, or contribution allowed under section 502 of the Bankruptcy Code on account of
such Claim.



     1.178 “Subordinated Securities Claim” means, collectively, all Subordinated Debt Securities Claims
and all Subordinated Equity Securities Claims.



     1.179 “Subsidiary Debtors” means, collectively, Armour and Main Redevelopment Corporation; Baker’s
Inn Quality Baked Goods, LLC; Brands; IBC Sales Corporation; IBC Services, LLC; IBC Trucking, LLC;
New England Bakery Distributors, L.L.C.; and Mrs. Cubbison’s.



     1.180 “Subsidiary Interests” means, collectively, all of the issued and outstanding shares of
stock, membership interests, other equity interests or other instruments evidencing an ownership
interest in any Subsidiary Debtor as of the Effective Date, and all options, warrants and rights
(whether fixed or contingent, matured or unmatured, disputed or undisputed), contractual, legal,
equitable or otherwise, to acquire shares of stock, membership interests or other equity interests
in the Subsidiary Debtors, as of the Effective Date, which stock, interests, options, warrants and
rights are owned directly or indirectly by IBC.



     1.181 “Term Loan Facility” means the five-year term loan facility by and among IBC, Brands and the
Term Loan Facility Lenders in the principal amount of $344,000,000; provided,
however, the principal amount of the Term Loan Facility may be increased (with a
corresponding reduction in the amount of the New Third Lien Term Loan on a dollar-for-dollar basis)
in accordance with numbered paragraph 19 of the Commitment Letter and Exhibit J to the Commitment
Letter subject to the consent of the Term Loan Facility Commitment Parties.



     1.182 “Term Loan Facility Commitment Fee” means the commitment fee payable by the Debtors or
Reorganized Debtors to the Term Loan Facility Commitment Parties under the terms of the Term Loan
Facility Commitment Papers, in the amount of $16,800,000, and the paid-in-kind incremental facility
fee (as described in the Term Loan Facility Commitment Papers).



     1.183 “Term Loan Facility Commitment Papers” means that certain commitment letter by and among
Silver Point Finance, LLC, Monarch, Brands and IBC, dated September 12, 2008 (together with the
exhibits and annexes attached thereto and as amended, restated, modified or otherwise supplemented
from time to time in accordance with the terms thereof) together with that certain fee letter by
and among Silver Point, Monarch, Brands and IBC, dated September 12, 2008 (as amended, restated,
modified or otherwise supplemented from time to time in accordance with the terms thereof), in each
case, for the Term Loan Facility.



     1.184 “Term Loan Facility Commitment Parties” shall mean Silver Point and Monarch.



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     1.185 “Term Loan Facility Lenders” means Silver Point, Monarch Alternative Capital L.P., McDonnell
Investment Management LLC, and each other Prepetition Lender or other Person that participates in
the Term Loan Facility, and their respective affiliates and managed funds.



     1.186 “Tolling Agreement” means an agreement executed by and among either the Debtors or third
party claimants tolling the applicable statute of limitations with respect to a Claim or Cause or
Action.



     1.187 “Transaction” means the consummation of the Plan and all related transactions contemplated by
the Plan, the Commitment Letter and the Investment Agreement (including the exhibits and annexes
attached hereto and thereto, and as amended, restated, supplemented or otherwise modified from time
to time in accordance with the Commitment Letter and the Investment Agreement).



     1.188 “Trust Advisory Board” means the board that is to be created pursuant to Section 10.4 of this
Plan for the purpose of advising the Trustee with respect to decisions affecting the Creditors’
Trust to the extent set forth in the Trust Agreement.



     1.189 “Trust Agreement” means that certain Trust Agreement which is to govern the Creditors’ Trust,
substantially in the form attached as Exhibit K to this Plan, pursuant to which, among
other things, the Trust Assets shall be liquidated, as applicable, and the proceeds distributed to
the Trust Beneficiaries on a pro rata basis without regard to whether multiple obligors exist with
respect to a Trust Beneficiary’s Claim.



     1.190 “Trust Assets” means $5,000,000 in Cash, the Trust Claims, the Trust Stock Appreciation
Rights, and any and all proceeds of the foregoing and interest or income accruing with respect
thereto.



     1.191 “Trust Avoidance Claims” means the Avoidance Claims that are specifically listed on
Exhibit A-2 hereto, or as are otherwise agreed to by Equity Investors and the Creditors’
Committee, which claims are to be transferred to the Creditors’ Trust on the Effective Date (as
opposed to all other Avoidance Claims, which will be retained by the Reorganized Debtors).



     1.192 “Trust Beneficiary” means a holder of an Allowed General Unsecured Claim; provided,
however, that any Prepetition Lender who holds an Allowed General Unsecured Claim on
account of Claims arising under the Prepetition Credit Agreement shall not be a Trust Beneficiary
for purposes hereof.



     1.193 “Trust Claims” shall mean the D&O Claims and the Trust Avoidance Claims.



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     1.194 “Trust Stock Appreciation Rights” means cash-settled stock appreciation rights, with a strike
price equal to $15.00, equaling 3% of the fully-diluted equity interests of the Reorganized Company
as of the Effective Date, the other terms of which shall be the same as the stock appreciation
rights to be distributed to the Reorganized Debtors’ unionized workforce. The Debtors shall
deliver a description of such terms to the Creditors’ Committee on or before the Exhibit Filing
Date, if available, but in any case, no later than three (3) days prior to the first day set for
the Confirmation Hearing provided that the Debtors and the Creditors’ Committee have first agreed
that such description shall be kept confidential.



     1.195 “Trustee” means the trustee of the Creditors’ Trust as contemplated by the Trust Agreement
and designated pursuant to Section 10.1 of this Plan and section 1123(b)(3) of the Bankruptcy Code.



     1.196 “Trustee Professionals” has the meaning ascribed to it in subsection 10.3(e) hereof.



     1.197 “Unimpaired” refers to any Claim which is not Impaired.



     1.198 “Union Contracts” means those certain collectively bargained labor contracts among Brands and
the various unions duly organized and representing certain of Brands’ employees that are in full
force and effect on the Effective Date, and any related modification agreement, extension agreement
and side agreement duly executed by Brands.



     1.199 “Voting Deadline” means December 1, 2008, at 4:00 p.m. (Pacific time).



     1.200 “Warrants” means the Series A Warrants, the Series B Warrants, the Series C Warrants, the
Series D Warrants and the Series E Warrants.



     1.201 “Workers’ Compensation Claim” means a Claim held by an employee or former employee of the
Debtors (or any of them) for workers’ compensation coverage under the workers’ compensation program
applicable in the particular state in which the employee is employed by the Debtors.



C. Rules of Interpretation




     For purposes of this Plan (a) any reference in this Plan to a contract, instrument, release,
indenture or other agreement or document being in a particular form or on particular terms and
conditions means that such document shall be in such form or on such terms and conditions, (b) any
reference in this Plan to an existing document or Exhibit filed or to be filed means such document
or Exhibit as it may have been or may be amended, modified or supplemented, (c) unless otherwise



A-25









 







specified, all references in this Plan to Sections, Articles, Schedules and Exhibits are
references to Sections, Articles, Schedules and Exhibits of or to this Plan, (d) the words “herein”
and “hereto” refer to this Plan in its entirety rather than to a particular portion of this Plan,
(e) captions and headings to Articles and Sections are inserted for convenience of reference only
and are not intended to be a part of or to affect the interpretation of this Plan, (f) the rules of
construction set forth in section 102 of the Bankruptcy Code and in the Bankruptcy Rules shall
apply, (g) to the extent the Disclosure Statement is inconsistent with the terms of this Plan, this
Plan shall control, (h) to the extent this Plan is inconsistent with the Confirmation Order, the
Confirmation Order shall control, and (i) to the extent this Plan is inconsistent with the
transaction documents for the Transaction, the transaction documents shall control.



D. Computation of Time




     In computing any period of time prescribed or allowed by this Plan, unless otherwise expressly
provided, the provisions of Bankruptcy Rule 9006(a) shall apply.



E. Exhibits




     All Exhibits are incorporated into and are a part of this Plan as if set forth in full herein
and, to the extent not annexed hereto, such Exhibits shall be filed with the Bankruptcy Court on or
before the Exhibit Filing Date. After the Exhibit Filing Date, copies of Exhibits can be obtained
upon written request to Skadden, Arps, Slate, Meagher & Flom LLP, 333 West Wacker Drive, Chicago,
Illinois 60606 (Attn: J. Eric Ivester, Esq.), counsel to the Debtors. In addition, imaged copies
of the Exhibits will be available on the Bankruptcy Court’s website, www.mow.uscourts.gov, for a
nominal charge (a PACER account is required), or at the Voting Agent’s general website address,
http://www.kccllc.net/ibc, free of charge. To the extent any Exhibit is inconsistent with the
terms of the body of this Plan, unless otherwise ordered by the Bankruptcy Court, the terms of the
relevant Exhibit shall control.



ARTICLE II




ADMINISTRATIVE EXPENSES

AND PRIORITY TAX CLAIMS




     2.1 Administrative Claims. Subject to the provisions of Article IX of this Plan, on the
first Periodic Distribution Date occurring after the later of (a) the date an Administrative Claim
becomes an Allowed Administrative Claim or (b) the date an Administrative Claim becomes payable
pursuant to any agreement between a Debtor (or a Reorganized Debtor) and the holder of such
Administrative Claim, an Allowed Administrative Claimholder in any Debtor’s Chapter 11 Case shall
receive, in full satisfaction, settlement, release, and discharge of and in exchange for such
Administrative Claim, (x) Cash equal to the unpaid portion of such Allowed



A-26









 




Administrative Claim or (y) such other treatment as to which the Debtors (or the Reorganized
Debtors) and such Claimholder shall have agreed upon in writing; provided, however,
that Allowed Administrative Claims with respect to liabilities incurred by the Debtors in the
ordinary course of business during the Chapter 11 Cases shall be paid in the ordinary course of
business in accordance with the terms and conditions of any agreements relating thereto;
provided further, however, that in no event shall a postpetition obligation
that is contingent or disputed and subject to liquidation through pending or prospective
litigation, including, but not limited to, alleged obligations arising from personal injury,
property damage, products liability, consumer complaints, employment law (excluding claims arising
under workers’ compensation law), secondary payor liability, or any other disputed legal or
equitable claim based on tort, statute, contract, equity, or common law, be considered to be an
obligation which is payable in the ordinary course of business; provided further,
however, that Reclamation Claims allowed pursuant to the procedures set forth in the
Reclamation Order shall be paid in Cash on the Distribution Date or as soon thereafter as is
practical.




     2.2 Priority Tax Claims. With respect to each Allowed Priority Tax Claim in any Debtor’s Chapter
11 Case, at the sole option of the Debtors (or the Reorganized Debtors), the Allowed Priority Tax
Claimholder shall be entitled to receive on account of such Priority Tax Claim, in full
satisfaction, settlement, release, and discharge of and in exchange for such Priority Tax Claim,
(a) equal Cash payments made on the last Business Day of every three (3) month period following the
Effective Date, over a period not exceeding six years after the assessment of the tax on which such
Claim is based, totaling the principal amount of such Claim plus simple interest on any outstanding
balance from the Effective Date calculated at the interest rate available on ninety (90) day United
States Treasuries on the Effective Date, (b) such other treatment agreed to by the Allowed Priority
Tax Claimholder and the Debtors (or the Reorganized Debtors), provided such treatment is on more
favorable terms to the Debtors (or the Reorganized Debtors) than the treatment set forth in
subsection (a) above, or (c) payment in full in Cash.



ARTICLE III




CLASSIFICATION OF CLAIMS AND INTERESTS




     3.1 Introduction.



     Pursuant to section 1122 of the Bankruptcy Code, set forth below is a designation of classes
of Claims against and Interests in the Debtors. A Claim or Interest is placed in a particular
Class for purposes of voting on this Plan and of receiving distributions pursuant to this Plan only
to the extent that such Claim or Interest is an Allowed Claim or an Allowed Interest in that Class
and such Claim or



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Interest has not been paid, released or otherwise settled prior to the Effective Date. In
accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax
Claims of the kinds specified in sections 507(a)(1) and 507(a)(8) of the Bankruptcy Code have not
been classified, and their treatment is set forth in Article II herein.



     This Plan, though proposed jointly, constitutes a separate plan proposed by each Debtor.
Therefore, except as expressly provided in Section 3.3 herein, the classifications set forth in
Section 3.2 herein shall be deemed to apply separately with respect to each plan proposed by each
Debtor.



     3.2 Classification of Claims Against and Interests In the Main Debtors.



          (a) Unimpaired Classes of Claims Against and Interests In the Main Debtors (deemed to have
accepted this Plan and, therefore, not entitled to vote).





          (i) Class 1 — Secured Tax Claims. Class 1 consists of all Secured Tax Claims.




          (ii) Class 2 — Secured Claims. Class 2 consists of each separate subclass for each
Secured Claim. Each subclass is deemed to be a separate Class for all purposes under the
Bankruptcy Code.




          (iii) Class 3 — Other Priority Claims. Class 3 consists of Other Priority Claims.




          (iv) Class 4 — Intercompany Claims. Class 4 consists of all Intercompany Claims.




          (v) Class 5 — Workers’ Compensation Claims. Class 5 consists of all Workers’
Compensation Claims.




          (vi) Class 6 — Subsidiary Interests. Class 6 consists of Subsidiary Interests, except
for Interests in Brands Preferred Stock.



          (b) Impaired Classes of Claims Against and Interests In the Main Debtors (entitled to vote on
this Plan).





          (i) Class 7 — Capital Lease Claims. Class 7 consists of separate subclasses for the
secured portion of each Capital Lease Claim. Each subclass is deemed to be a separate
Class for all purposes under the Bankruptcy Code. The unsecured portion of each Capital
Lease Claim shall be classified and treated as Class 9 General Unsecured Claims.



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          (ii) Class 8 — Prepetition Lender Claims. Class 8 consists of the Prepetition Lender
Claims.



          (c) Impaired Classes of Claims Against and Interests In the Main Debtors (deemed to have
rejected this Plan and therefore not entitled to vote on this Plan).





          (i) Class 9 — General Unsecured Claims. Class 9 consists of the General Unsecured
Claims, including Deficiency Claims.




          (ii) Class 10 — Subordinated Securities Claims. Class 10 consists of two separate
subclasses for the Subordinated Securities Claims. Each subclass is deemed to be a
separate Class for all purposes under the Bankruptcy Code. Both subclasses are deemed to
have rejected this Plan and, therefore, neither subclass is entitled to vote.




          (1) Class 10a — Subordinated Debt Securities Claims. Class 10a consists
of all Subordinated Debt Securities Claims that may exist against a particular
Debtor.




          (2) Class 10b — Subordinated Equity Securities Claims. Class 10b
consists of all Subordinated Equity Securities Claims that may exist against a
particular Debtor.




          (iii) Class 11 — Interests in Brands Preferred Stock. Class 11 consists of Interests
in Brands Preferred Stock.




          (iv) Class 12 — Interests in IBC. Class 12 consists of Interests in IBC.



     3.3 Classification of Claims Against and Interests In Mrs. Cubbison’s, Armour & Main
Redevelopment and New England Bakery.



          (a) Unimpaired Classes of Claims Against and Interests (deemed to have accepted these Plans
and, therefore, not entitled to vote).





          (i) Class 1 — Other Priority Claims. As to the separate Plans of each of Mrs.
Cubbison’s, Armour & Main Redevelopment and New England Bakery, Class 1 consists of Other
Priority Claim.




          (ii) Class 2 — Intercompany Claims. As to the separate Plans of each of Mrs.
Cubbison’s, Armour & Main Redevelopment and New England Bakery, Class 2 consists of all
Mrs. Cubbison’s, Armour & Main Redevelopment and New England Bakery Intercompany Claims,
respectively.



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          (iii) Class 3 — Interests. As to the separate Plans of each of Mrs. Cubbison’s,
Armour & Main Redevelopment and New England Bakery, Class 3 consists of all Mrs.
Cubbison’s, Armour & Main Redevelopment and New England Bakery Interests, respectively.



          (b) Impaired Classes of Claims (Classes 4 and 5 are entitled to vote on this Plan).





          (i)
Class 4 — Trade Claims. As to the separate Plans of each of Mrs. Cubbison’s,
Armour & Main Redevelopment and New England Bakery, Class 4 consists of all Mrs.
Cubbison’s, Armour & Main Redevelopment and New England Bakery Trade Claims, respectively.




          (ii)
Class 5 — General Unsecured Claims. As to the separate Plans of each of Mrs.
Cubbison’s, Armour & Main Redevelopment and New England Bakery, Class 5 consists of all
Mrs. Cubbison’s, Armour & Main Redevelopment and New England Bakery General Unsecured
Claims, respectively.



ARTICLE IV




PROVISIONS FOR TREATMENT OF

CLAIMS AND INTERESTS




     4.1 Treatment of Claims Against and Interests In the Main Debtors.



          (a) Class 1 (Secured Tax Claims). Except as otherwise provided in and subject to Section 8.7
herein, on the first Periodic Distribution Date occurring after the later of (a) the date a Secured
Tax Claim becomes an Allowed Secured Tax Claim or (b) the date a Secured Tax Claim becomes payable
pursuant to any agreement between the Debtors (or the Reorganized Debtors) and the holder of such
Secured Tax Claim, the holder of such Class 1 Secured Tax Claim shall receive, in full
satisfaction, settlement, release, and discharge of and in exchange for such Secured Tax Claim, (x)
Cash equal to the amount of such Allowed Secured Tax Claim or (y) such other treatment as to which
the Debtors (or the Reorganized Debtors) and such Claimholder shall have agreed in writing,
provided that such treatment is not more favorable than the treatment in clause (x)
above. The Debtors’ failure to object to a Secured Tax Claim in the Chapter 11 Cases shall be
without prejudice to the Reorganized Debtors’ right to contest or otherwise defend against such
Claim in the Bankruptcy Court or other appropriate non-bankruptcy forum (at the option of the
Debtors or the Reorganized Debtors) when and if such Claim is sought to be enforced by the holder
of the Secured Tax Claim.




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          (b) Class 2 (Secured Claims). Except as otherwise provided in and subject to Section 8.7
herein, on the first Periodic Distribution Date occurring after the later of (a) the date a Secured
Claim becomes an Allowed Secured Claim or (b) the date a Secured Claim becomes payable pursuant to
any agreement between the Debtors (or the Reorganized Debtors) and the holder of such Secured
Claim, the Debtors (or Reorganized Debtors) shall, in full satisfaction, settlement, release, and
discharge of and in exchange for such Class 2 Secured Claim, (x) pay Cash equal to the amount of
such Allowed Secured Claim, (y) return the collateral to the secured creditor with respect to such
Secured Claim, or (z) reinstate such Secured Claim in accordance with the provisions of subsection
1124(2) of the Bankruptcy Code. The Debtors’ failure to object to a Secured Claim in the Chapter
11 Cases shall be without prejudice to the Reorganized Debtors’ right to contest or otherwise
defend against such Claim in the Bankruptcy Court or other appropriate non-bankruptcy forum (at the
option of the Reorganized Debtors) when and if such Claim is sought to be enforced by the holder of
the Secured Claim.




          (c) Class 3 (Other Priority Claims). Except as otherwise provided in and subject to Section
8.7 herein, on the first Periodic Distribution Date occurring after the later of (a) the date an
Other Priority Claim becomes an Allowed Other Priority Claim or (b) the date an Other Priority
Claim becomes payable pursuant to any agreement between the Debtors (or the Reorganized Debtors)
and the holder of such Other Priority Claim, each Class 3 Other Priority Claimholder shall receive,
in full satisfaction, settlement, release, and discharge of, and in exchange for, such Other
Priority Claim, (x) Cash in an amount equal to the amount of such Allowed Other Priority Claim or
(y) such other treatment as to which the Debtors (or the Reorganized Debtors) and such Claimholder
shall have agreed upon in writing, provided that such treatment is not more
favorable than the treatment in clause (x) above. The Debtors’ failure to object to an Other
Priority Claim in the Chapter 11 Cases shall be without prejudice to the Reorganized Debtors’ right
to contest or otherwise defend against such Claim in the Bankruptcy Court or other appropriate
non-bankruptcy forum (at the option of the Debtors or the Reorganized Debtors) when and if such
Claim is sought to be enforced by the holder of the Other Priority Claim.




          (d) Class 4 (Intercompany Claims). Each Intercompany Claim will, in the sole discretion of
the applicable Debtor or Reorganized Debtor holding such Claim, be (a) released, waived and
discharged as of the Effective Date, (b) contributed to the capital of the obligor corporation, (c)
dividended, or (d) remain unimpaired; provided that the applicable Debtor or
Reorganized Debtor shall seek the consent of Equity Investors and the Prepetition Investors with
respect to the treatment of each Intercompany Claim, with such consent not to be unreasonably
withheld.




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          (e) Class 5 (Workers’ Compensation Claims). The Reorganized Debtors shall pay all Workers’
Compensation Claims that are determined to be valid under applicable state law and the
corresponding programs maintained by the Debtors in accordance with the terms and conditions of
such state law and such programs. Nothing in this Plan shall be deemed to discharge, release, or
relieve the Debtors or the Reorganized Debtors from any current or future liability with respect to
any valid Workers’ Compensation Claim, regardless of when the underlying injuries occurred. All
payments of Workers’ Compensation Claims made by the Debtors during the pendency of the Chapter 11
Cases are hereby ratified. The Debtors’ failure to object to a Workers’ Compensation Claim in the
Chapter 11 Cases shall be without prejudice to the Reorganized Debtors’ right to contest or
otherwise defend against such Claim in the Bankruptcy Court or other appropriate non-bankruptcy
forum (at the option of the Reorganized Debtors) when and if such Claim is sought to be enforced by
the holder of the Workers’ Compensation Claim.




          (f) Class 6 (Subsidiary Interests). Class 6 Subsidiary Interests shall be unaffected by this
Plan, except to the extent required by the Restructuring Transactions.




          (g) Class 7 (Capital Lease Claims). Except as otherwise provided herein and subject to
Section 8.7, on the first Periodic Distribution Date occurring after the later of (a) the date a
Capital Lease Claim becomes an Allowed Capital Lease Claim or (b) the date a Capital Lease Claim
becomes payable pursuant to any agreement between the Debtors and the holder of such Capital Lease
Claim, the holder of such Class 7 Capital Lease Claim, in full satisfaction, settlement, release
and discharge of and in exchange for such Class 7 Capital Lease Claim shall, in the sole discretion
of the Debtors, (w) receive deferred Cash payments totaling at least the allowed amount of such
Allowed Class 7 Capital Lease Claim, (x) upon abandonment by the Debtors, receive the collateral
with respect to such Capital Lease Claim, (y) have such Class 7 Capital Lease Claim reinstated in
accordance with the provisions of subsection 1124(2) of the Bankruptcy Code, or (z) receive such
other treatment as the Debtors and such Claimholder shall have agreed upon in writing as announced
at or prior to the Confirmation Hearing.




          (h) Class 8 (Prepetition Lender Claims). Notwithstanding any provision to the contrary
herein, upon entry of the Confirmation Order, all Prepetition Lender Claims (excluding liability of
the Debtors to the Prepetition Lenders for undrawn, outstanding letters of credit) shall be allowed
in full in the aggregate amount of $451,486,946 (or such greater amount as may be applicable in the
event that a letter of credit outstanding under the Prepetition Credit Agreement is drawn after the
date of this Plan) and shall constitute Allowed Claims for all purposes in these Chapter 11 Cases,
not subject to defense, offset, counterclaim, recoupment, reduction, subordination or
recharacterization by the Debtors or any party in interest.




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     On the Effective Date, each holder of an Allowed Prepetition Lender Claim shall receive in
full satisfaction, settlement, release and discharge of and in exchange for such Claim, its Pro
Rata share of each component of the Prepetition Lenders Plan Distribution Property, with the amount
of each Claimholder’s Pro Rata share to be determined by a fraction, the numerator of which is
equal to the amount of such Claimholder’s Allowed Prepetition Lender Claim, and the denominator of
which is equal to the aggregate amount of all Allowed Prepetition Lender Claims. Adequate
Protection Claims shall be deemed satisfied in full by payments made pursuant to and in accordance
with the DIP Facility Order.



     On the Effective Date, each issued and outstanding letter of credit under the Prepetition
Credit Agreement (each a “Prepetition LC”) shall be replaced and cancelled, secured by “back up”
letters of credit issued by an institution acceptable to the issuer of the Prepetition LC, or cash
collateralized at 105% of the face amount of each Prepetition LC on terms in form and substance (a)
satisfactory to the bank issuer of such Prepetition LC and (b) reasonably satisfactory to Equity
Investors and the Prepetition Investors.



          (i) Class 9 (General Unsecured Claims). Holders of General Unsecured Claims against the Main
Debtors shall neither receive nor retain any property on account of their Claims.




          (j) Class 10a (Subordinated Debt Securities Claims). Subordinated Debt Securities Claims
shall be cancelled, released, and extinguished. Holders of Subordinated Debt Securities Claims
shall neither receive nor retain any property on account of their Claims.




          (k) Class 10b (Subordinated Equity Securities Claims). Subordinated Equity Securities Claims
shall be cancelled, released, and extinguished. Holders of Subordinated Equity Securities Claims
shall neither receive nor retain any property on account of their Claims.




          (l) Class 11 (Interests in Brands Preferred Stock). Interests in Brands Preferred Stock shall
be cancelled, released, and extinguished, and holders of such Interests shall neither receive nor
retain any property on account of such Interests.




          (m) Class 12 (Interests in IBC). Interests in IBC shall be cancelled, released, and
extinguished, and holders of such Interests shall neither receive nor retain any property on
account of such Interests.





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     4.2 Treatment of Claims Against and Interests In Mrs. Cubbison’s, Armour & Main Redevelopment and
New England Bakery.



          (a) Class 1 (Other Priority Claims). Except as otherwise provided in and subject to Section
8.7 herein, on the first Periodic Distribution Date occurring after the later of (a) the date an
Other Priority Claim becomes an Allowed Other Priority Claim or (b) the date an Other Priority
Claim becomes payable pursuant to any agreement between Mrs. Cubbison’s (or Reorganized Mrs.
Cubbison’s), Armour & Main Redevelopment (or Reorganized Armour & Main Redevelopment) or New
England Bakery (or Reorganized New England Bakery), as applicable, and the holder of such Other
Priority Claim, each Class 1 Other Priority Claimholder shall receive, in full satisfaction,
settlement, release, and discharge of, and in exchange for, such Other Priority Claim, (x) Cash in
an amount equal to the amount of such Allowed Other Priority Claim or (y) such other treatment as
to which Mrs. Cubbison’s (or Reorganized Mrs. Cubbison’s), Armour & Main Redevelopment (or
Reorganized Armour & Main Redevelopment) or New England Bakery (or Reorganized New England Bakery),
as applicable, and such Claimholder shall have agreed upon in writing, provided
that such treatment is not more favorable than the treatment in clause (x) above. The
Debtors’ failure to object to an Other Priority Claim in the Chapter 11 Cases shall be without
prejudice to Reorganized Mrs. Cubbison’s, Reorganized Armour & Main Redevelopment’s, or Reorganized
New England Bakery’s, as applicable, right to contest or otherwise defend against such Claim in the
Bankruptcy Court or other appropriate non-bankruptcy forum (at the option of the applicable Debtor
or Reorganized Debtor) when and if such Claim is sought to be enforced by the holder of the Other
Priority Claim.



          (b) Class 2 (Intercompany Claims). Each Mrs. Cubbison’s Intercompany Claim, Armour & Main
Redevelopment Intercompany Claim and New England Bakery Intercompany Claim will, in the sole
discretion of the applicable Debtor or Reorganized Debtor holding such Claim, be (a) released,
waived and discharged as of the Effective Date, (b) contributed to the capital of the obligor
corporation, (c) dividended, or (d) remain unimpaired; provided that the applicable
Debtor or Reorganized Debtor shall seek the consent of Equity Investors and the Prepetition
Investors with respect to the treatment of each such Claim, with such consent not to be
unreasonably withheld.



          (c) Class 3 (Interests). Class 3 Mrs. Cubbison’s, Armour & Main Redevelopment and New England
Bakery Interests shall be unaffected by this Plan, except to the extent required or permitted by
the Restructuring Transactions or as may be required in the event the Mrs. Cubbison’s Substantive
Consolidation Motion, Armour & Main Redevelopment Substantive Consolidation Motion or New England
Bakery Substantive Consolidation Motion is prosecuted to conclusion.



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          (d) Class 4 (Trade Claims). Unless the holder of a Mrs. Cubbison’s, Armour & Main
Redevelopment or New England Bakery Trade Claim and the applicable Debtor agree to a different
treatment, on the Effective Date, each holder of a Allowed Mrs. Cubbison’s, Armour & Main
Redevelopment or New England Bakery Trade Claim shall have its Claim paid in full in Cash (not
including accrued post-petition interest).



          (e) Class 5 (General Unsecured Claims). If Class 5 Mrs. Cubbison’s, Armour & Main
Redevelopment or New England Bakery General Unsecured Claims votes to accept the applicable Plan
and such Plan is confirmed, the Debtors will withdraw the Mrs. Cubbison’s Substantive Consolidation
Motion, Armour & Main Redevelopment Substantive Consolidation Motion, or New England Bakery
Substantive Consolidation Motions, as applicable, with prejudice, and, on the Effective Date or as
soon thereafter as is reasonable and practicable, each holder of an Allowed Class 5 Mrs.
Cubbison’s, Armour & Main Redevelopment or New England Bakery General Unsecured Claim, as
applicable, shall be entitled to receive such holder’s Pro Rata share of the Mrs. Cubbison’s,
Armour & Main Redevelopment or New England Bakery General Unsecured Claims Distribution Property,
as applicable, or (b) if Class 5 Mrs. Cubbison’s, Armour & Main Redevelopment or New England Bakery
General Unsecured Claims does not vote to accept the applicable Plan or if the applicable Plan is
not confirmed, then, the Debtors shall prosecute the Mrs. Cubbison’s, Armour & Main Redevelopment,
or New England Bakery Substantive Consolidation Motion, as applicable, and, if such motion is
granted, the holders of Claims against, and Interests in, the Debtors to which such motion(s) apply
shall receive the same treatment as holders of Claims against, and Interests in, IBC under the Plan
with respect to IBC.



     4.3 Special Provisions Regarding Insured Claims.



          (a) Distributions under this Plan to each holder of an Insured Claim shall be in accordance
with the treatment provided under this Plan for General Unsecured Claims; provided,
however, that the maximum amount of any Claim under this Plan on account of an Allowed
Insured Claim upon which a distribution shall be made shall be limited to an amount equal to the
applicable self-insured retention under the relevant insurance policy; provided
further, however, that, to the extent a holder has an Allowed Insured Claim the
amount of which exceeds the total coverage available from the relevant insurance policies of the
Debtors, such holder shall have an Allowed General Unsecured Claim in the amount by which such
Allowed Insured Claim exceeds the coverage available from the relevant Debtors’ insurance policies.
Nothing in this section shall constitute a waiver or release of any Retained Actions or Avoidance
Claims the Debtors may hold against any Person, including the Debtors’ insurance carriers; and
nothing in this section is intended to, shall, or shall be deemed to preclude any holder of an
Allowed Insured Claim from seeking and/or obtaining a distribution or other recovery from any
insurer of the Debtors in addition to (but not



A-35









 







in duplication of) any distribution such holder may receive under this Plan; provided,
however, that the Debtors do not waive, and expressly reserve their rights to assert that
any insurance coverage is property of the Estates to which they are entitled.



          (b) This Plan shall not expand the scope of, or alter in any other way, the rights and
obligations of the Debtors’ insurers under their policies, and the Debtors’ insurers shall retain
any and all defenses to coverage that such insurers may have, including the right to contest and/or
litigate with any party, including the Debtors, the existence, primacy and/or scope of available
coverage under any alleged applicable policy. This Plan shall not operate as a waiver of any other
Claims the Debtors’ insurers have asserted or may assert in any proof of claim or the Debtors’
rights and defenses to such proofs of claim.



     4.4 Reservation of Rights. Except as otherwise explicitly provided in this Plan, nothing shall
affect the Debtors’ or the Reorganized Debtors’ rights and defenses, both legal and equitable, with
respect to any Claims, including, but not limited to, all rights with respect to legal and
equitable defenses to alleged rights of setoff or recoupment of Claims. Except to the extent a
Reorganized Debtor expressly assumes an obligation or liability of a Debtor or another Reorganized
Debtor, this Plan shall not operate to impose liability on any Reorganized Debtor for the Claims
against any other Debtor or the debts and obligations of any other Debtor or Reorganized Debtor,
and from and after the Effective Date, each Reorganized Debtor, subject to the Restructuring
Transactions, will be separately liable for its own obligations.



ARTICLE V




ACCEPTANCE OR REJECTION OF THE PLAN;

EFFECT OF REJECTION BY ONE OR MORE

IMPAIRED CLASSES OF CLAIMS OR INTERESTS




     5.1 Impaired Classes of Claims Entitled to Vote. Holders of Claims and Interests in each Impaired
Class of Claims or Interests are entitled to vote as a Class to accept or reject this Plan, other
than Classes that are deemed to reject this Plan as provided in Section 5.4 herein. Accordingly,
the votes of holders of Claims in Classes 7 and 8 with respect to the Main Debtors and Classes 4
and 5 with respect to Mrs. Cubbison’s, Armour & Main Redevelopment and New England Bakery shall be
solicited with respect to this Plan.



     5.2 Classes Deemed to Accept Plan. With respect to the Main Debtors, Class 1 Secured Tax Claims,
Class 2 Secured Claims, Class 3 Other Priority Claims, Class 4 Intercompany Claims, Class 5
Workers’ Compensation Claims, and Class 6 Subsidiary Interests are Unimpaired by this Plan. With
respect to Mrs. Cubbison’s, Armour & Main Redevelopment and New England Bakery, Class 1 Other
Priority



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Claims, Class 2 Intercompany Claims and Class 3 Interests are Unimpaired by this Plan. Under
section 1126(f) of the Bankruptcy Code and/or the Solicitation Procedures Order, such Claimholders
are conclusively presumed to have accepted this Plan, and the votes of such Claimholders will not
be solicited.



     5.3 Acceptance by Impaired Classes. With respect to the Main Debtors, Class 7 Capital Lease Claims
and Class 8 Prepetition Lender Claims are Impaired under this Plan. With respect to Mrs.
Cubbison’s, Armour & Main Redevelopment and New England Bakery Class 4 Trade Claims and Class 5
General Unsecured Claims are Impaired under this Plan. Pursuant to section 1126(c) of the
Bankruptcy Code, and except as provided in section 1126(e) of the Bankruptcy Code, an Impaired
Class has accepted this Plan if this Plan is accepted by the holders
of at least two-third
(2/3)  in
dollar amount and more than one-half (1/2) in number of the Allowed Claims of such Class that have
timely and properly voted to accept or reject this Plan.



     5.4 Classes Deemed to Reject Plan. With respect to the Main Debtors, because holders of Claims in
Class 9 General Unsecured Claims, Class 10a Subordinated Debt Securities Claims and Class 10b
Subordinated Equity Securities Claims, and the holders of Interests in Class 11 Interests in Brands
Preferred Stock and Class 12 Interests in IBC are not receiving or retaining any property under
this Plan on account of such Claims or Interests, they are conclusively presumed to have rejected
this Plan, and the votes of such holders will not be solicited.



     5.5 Confirmation Pursuant to Section 1129(b) of the Bankruptcy Code. To the extent that any
Impaired Class entitled to vote rejects this Plan or is deemed to have rejected it, the Debtors
will request confirmation of this Plan, as it may be modified from time to time, under section
1129(b) of the Bankruptcy Code.



     5.6 Confirmability and Severability of a Plan. Subject to Section 14.2, the Debtors reserve the
right to alter, amend, modify, revoke or withdraw this Plan as it applies to the Debtors or any
particular Debtor. A determination by the Bankruptcy Court that this Plan, as it applies to the
Debtors or any particular Debtor, is not confirmable pursuant to section 1129 of the Bankruptcy
Code shall not limit or affect: (a) the confirmability of this Plan as it applies to the other
Debtor(s); or (b) the Debtors’ ability to modify this Plan, as it applies to the Debtors or to any
particular Debtor, to satisfy the requirements of section 1129 of the Bankruptcy Code.



ARTICLE VI




MEANS FOR IMPLEMENTATION OF THE PLAN




     6.1 Continued Corporate Existence. Subject to the Restructuring Transactions contemplated by this
Plan, each of the Debtors shall continue to exist as a Reorganized Debtor after the Effective Date
as a separate corporate entity, with all



A-37









 




the powers of a corporation or limited liability company, as applicable, under applicable law in
the jurisdiction in which each applicable Debtor is organized and pursuant to the Organizational
Documents in effect prior to the Effective Date, except to the extent such Organizational Documents
are amended by this Plan, without prejudice to any right to terminate such existence (whether by
merger or otherwise) under applicable law after the Effective Date.




     6.2 Corporate Action. Each of the matters provided for under this Plan involving the corporate
structure of the Debtors or corporate action to be taken by or required of the Debtors, shall, as
of the Effective Date, be deemed to have occurred and be effective as provided herein, and shall be
authorized, approved and, to the extent taken prior to the Effective Date, ratified in all respects
without any requirement of further action by stockholders, creditors, or directors of any of the
Debtors or the Reorganized Debtors.



     6.3 Certificate of Incorporation and Bylaws. The Organizational Documents shall be amended as
necessary to satisfy the provisions of this Plan and the Bankruptcy Code. The Organizational
Documents for Reorganized IBC shall, among other things, authorize 60,000,000 shares of New Common
Stock, $0.01 par value per share. The Certificate of Incorporation for Reorganized IBC, in form
and substance satisfactory to Equity Investors, is attached hereto as Exhibit L and the
bylaws for Reorganized IBC, in form and substance satisfactory to Equity Investors, is attached
hereto as Exhibit M. A summary description of the New Common Stock is set forth as
Exhibit F. The charter and bylaws of each Reorganized Subsidiary Debtor, shall be amended
as necessary to satisfy the provisions of this Plan and the Bankruptcy Code and shall include,
among other things, pursuant to section 1123(a)(6) of the Bankruptcy Code, a provision prohibiting
the issuance of non-voting equity securities, but only to the extent required by section 1123(a)(6)
of the Bankruptcy Code, until two (2) years after the Effective Date.



     6.4 Cancellation of Existing Securities and Agreements. On the Effective Date, except as otherwise
specifically provided for herein, (a) the Existing Securities and any other note, bond, indenture,
or other instrument or document evidencing or creating any indebtedness or obligation of or
ownership interest in the Debtors, except such notes or other instruments evidencing indebtedness
or obligations of or Interests in the Debtors that are Reinstated under this Plan, shall be
cancelled, and (b) the obligations of, Claims against, and/or Interests in the Debtors under,
relating, or pertaining to any agreements, indenture, certificates of designation, bylaws, or
certificate or articles of incorporation or similar document governing the Existing Securities and
any other note, bond, indenture, or other instrument or document evidencing or creating any
indebtedness or obligation of the Debtors or ownership interest in the Debtors, except such notes
or other instruments evidencing indebtedness or obligations of or interests in the Debtors that are
Reinstated under this Plan, as the case may be, shall be released and discharged. Notwithstanding



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anything to the contrary herein, as of the Effective Date, the Reorganized Debtors shall assume all
existing indemnification obligations arising under (i) the Prepetition Credit Agreement (including
the Loan Documents, as defined therein) in favor of JPMCB, J.P. Morgan Securities Inc. and any of
the Plan Supporters (each in their respective capacity under the Prepetition Credit Agreement),
(ii) the DIP Credit Agreement, (iii) the exit facility commitment letter by and among Silver Point,
IBC and Brands dated October 18, 2007, as amended and restated as of November 6, 2007, (iv) the
Term Loan Facility Commitment Papers and (v) Annexes I and I-A to the Commitment Letter, and all
such indemnification obligations shall not be cancelled, terminated or otherwise modified and shall
remain in full force and effect. Subject to payment in full of the Old Convertible Note Indenture
Trustee Fee Claim on the Effective Date, all of the obligations of the Debtors and the Reorganized
Debtors under the Old Convertible Note Indenture and the Old Convertible Notes, including
indemnification obligations, shall be cancelled, released and discharged without limitation, and
the Old Convertible Notes Indenture Trustee shall be discharged from any further obligations
thereunder, provided, however, that said cancellation, release and discharge shall
not affect, limit or impair the rights of the Old Convertible Notes Indenture Trustee as against
any holder of Old Convertible Notes. Upon and subject to such cancellation, release and discharge,
all distributions to holders of Old Convertible Notes Claims by the Trustee of the Creditors’
Trust, if any, shall be made directly by the Trustee thereof and the Old Convertible Notes
Indenture Trustee shall have no duties relating thereto.



     6.5 Authorization and Issuance of New Common Stock.



          (a) The Certificate of Incorporation for Reorganized IBC shall authorize 60,000,000 shares of
New Common Stock. On the Effective Date, Reorganized IBC shall (i) issue up to 4,420,000 shares of
New Common Stock to the Term Loan Facility Lenders (or their Permitted Affiliates) and (ii) issue
4,420,000 shares of New Common Stock to Equity Investors. A summary description of the New Common
Stock is set forth as Exhibit F.



          (b) The New Common Stock issued under this Plan shall be subject to economic and legal
dilution based upon (i) the issuance of New Common Stock pursuant to the Long Term Incentive Plan
as set forth in Section 6.8 of this Plan, (ii) the conversions of New Convertible Secured Notes,
(iii) the exercise of Warrants, (iv) the employee equity sharing plans to be entered into in
connection with the Transaction, (v) the Trust Stock Appreciation Rights, and (vi) any other shares
of New Common Stock issued after the consummation of this Plan.



          (c) The issuance of the New Common Stock, including the shares of the New Common Stock,
options, or other equity awards, if any, reserved by Reorganized IBC for the Long Term Incentive
Plan and the other employee equity sharing plans to be entered into in connection with the
Transaction, and the shares of



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New Common Stock reserved by Reorganized IBC for the conversion of the New Convertible Secured
Notes and the exercise of the Warrants, is authorized without the need for any further corporate
action or action by any other party.



               All of the shares of New Common Stock issued pursuant to this Plan shall be duly authorized,
validly issued, and if applicable, fully paid and non-assessable.



     6.6 Directors and Officers.



          (a) The existing officers or managing members of the Debtors shall remain in their current
capacities as officers of the Reorganized Debtors, subject to the ordinary rights and powers of the
board of directors or equityholders, as the case may be, to replace them.



          (b) On the Effective Date, the term of the current members of the board of directors of IBC
shall expire. The initial board of directors of Reorganized IBC will consist of eight (8)
directors. Craig Jung (or in the event of his death, incapacity, or resignation, the chief
executive officer of IBC) shall serve as a director. Equity Investors shall designate five (5)
directors. The Prepetition Investors shall designate two (2) directors reasonably satisfactory to
Equity Investors. The existing directors of each Subsidiary Debtor shall remain in their current
capacities as directors of the applicable Reorganized Subsidiary Debtor, subject to the ordinary
rights and powers of the board of directors or equityholders to replace them.



          The Persons designating board members shall file with the Bankruptcy Court and give to the
Debtors written notice of the identities of such members on a date that is not less than ten (10)
days prior to the Voting Deadline.



          (c) Other provisions governing the service, term and continuance in office of the members of
the board shall be as set forth in the Organizational Documents of the Reorganized Debtors.



     6.7 Employment, Retirement, Indemnification and Other Agreements and Incentive Compensation
Programs.



          (a) The proposed terms of employment of certain key employees of the Reorganized Debtors, to
be effective on the Effective Date, are summarized at Exhibit N attached hereto (the
“Executive Employment Agreements”). The Executive Employment Agreements are to be in form
and substance satisfactory to Equity Investors and the assumption of, or entry into, the Executive
Employment Agreements as provided for herein shall be subject to the consent of Equity Investors
prior to the Confirmation Date. For the avoidance of doubt, with the exception of the requirement
that the Debtors assume the Executive Employment Agreement with Craig Jung, entry into or
assumption of any Executive Employment Agreement or



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other employment agreement shall not be a condition precedent to the confirmation or
consummation of this Plan.



          (b) With the exception of those individuals (i) whose employment terms are summarized on
Exhibit N, and (ii) the terms of whose employment agreements are subject to a rejection
motion as of the Confirmation Hearing, to the extent that any of the Debtors has in place as of the
Effective Date employment, severance (change in control), retirement, indemnification and other
agreements with their respective active directors, officers, managing members and employees who
will continue in such capacities or a similar capacity after the Effective Date, or retirement
income plans, welfare benefit plans and other plans for such Persons, such agreements, programs and
plans will remain in place after the Effective Date, and the Reorganized Debtors will continue to
honor such agreements, programs and plans except to the extent provided herein without prejudice to
the Reorganized Debtors’ authority to modify or eliminate any such agreements, programs or plans as
permitted under applicable non-bankruptcy law. Benefits provided under such agreements or plans
may include benefits under qualified and non-qualified retirement plans; health and dental
coverage; short and long-term disability benefits; death and supplemental accidental death
benefits; vacation; leased car; financial consulting, tax preparation and estate planning as well
as an annual physical examination, each paid or provided commensurate with an employee’s position
in accordance with the applicable Reorganized Debtor’s policies then in effect. Such agreements
and plans also may include equity, bonus and other incentive plans in which officers, managing
members and other employees of the Reorganized Debtors may be eligible to participate;
provided, however, such equity, bonus and other incentive plans shall not provide
for the issuance of New Common Stock and to the extent that such equity, bonus and other incentive
plan provides for the issuance of Existing Securities, such provision shall be deemed null and void
and the officers, managing members and other employees shall waive any right to enforce such
provisions; provided, further, however, that pursuant to the Long Term
Incentive Plan, there shall be reserved for certain members of management, directors, and other
employees of the Reorganized Debtors a certain number of shares of New Common Stock and other
securities all as more fully described in Section 6.8 below. Notwithstanding anything to the
contrary herein, following the Effective Date of the Plan, with respect to the payment of “retiree
benefits” (as such term is defined in section 1114 of the Bankruptcy Code) related to medical,
surgical, or hospital care benefits, or benefits in the event of sickness, accident, disability, or
death, such payment shall continue at the levels established pursuant to subsections (e)(1)(B) or
(g) of section 1114 of the Bankruptcy Code, at any time prior to confirmation this Plan, for the
duration of the periods the Debtors have obligated themselves to provide such benefits, if any.



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          (c) Notwithstanding anything contained herein to the contrary, the terms of the KERP shall not
be modified, altered, or amended. Retention Bonuses (as defined in the KERP) shall be paid in the
amounts and at such times as contemplated by the KERP.



     6.8 Implementation of the Long Term Incentive Program. A summary of the Long Term Incentive Plan
is attached hereto as Exhibit E. On the Effective Date, the Reorganized Debtors shall
implement the Long Term Incentive Plan in order to promote the growth and general prosperity of the
Reorganized Debtors by offering incentives to key employees who are primarily responsible for the
growth of the Reorganized Debtors, and to attract and retain qualified employees and thereby
benefit the shareholders of the Reorganized Debtors based on growth of the Reorganized Debtors.
Pursuant to the Long Term Incentive Plan, the Reorganized Debtors shall deliver certain stock
options and restrictive stock grants to certain members of management and other employees on and
after the Effective Date, in such amounts and pursuant to such terms as set forth in the Long Term
Incentive Plan.



     The Long Term Incentive Plan will be administered by Reorganized IBC’s board of directors. In
applying and interpreting the provisions of the Long Term Incentive Plan, the decisions of
Reorganized IBC’s board of directors shall be final.



     The Long Term Incentive Plan is to be in form and substance satisfactory to Equity Investors
and the establishment of the Long Term Incentive Plan shall be subject to the consent of Equity
Investors.



     6.9 Termination of the SERP. Immediately prior to the Effective Date, the SERP shall be deemed
terminated, and the Reorganized Debtors’ obligations thereunder shall cease, and on the Effective
Date the trustee of the rabbi trust holding certain assets of the SERP shall remit such assets to
the Reorganized Debtors to be used for general corporate purposes.



     6.10 Equity Investors’ Contribution. Pursuant and subject to the terms and conditions of the
Investment Agreement, Equity Investors shall make the Investment in the amount specified in the
Investment Agreement, to be utilized by the Debtors or Reorganized Debtors to make Cash
distributions as required under this Plan and to consummate the transactions contemplated by this
Plan, the Investment Agreement and the Commitment Letter.



     6.11 Issuance of the New Convertible Secured Notes, the New Common Stock and Warrants and Entry
Into the New Third Lien Term Loan. On the Effective Date, Reorganized IBC shall issue the New
Convertible Secured Notes, the New Common Stock and the Warrants for distribution, and shall enter
into the New Third Lien Term Loan, in accordance with the terms of the Transaction. In the
Confirmation Order, the Bankruptcy Court shall approve the New Third Lien Term Loan and the New
Convertible Secured Notes in substantially the form disclosed to



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the Bankruptcy Court and authorize the Reorganized Debtors to enter into the New Third Lien Term
Loan and issue the New Convertible Secured Notes pursuant to the New Third Lien Term Loan Credit
Facility and the New Convertible Secured Note Indenture, respectively, and execute the same
together with such other documents as the agent under the New Third Lien Term Loan and the trustee
under the New Convertible Secured Note Indenture may reasonably require.



          The issuance to the Prepetition Lenders of the New Convertible Secured Notes and the Series E
Warrants (including the New Common Stock into which such New Convertible Secured Notes are
convertible and the New Common Stock into which the Series E Warrants are exercisable) and the
distribution thereof shall be exempt from registration under applicable securities laws pursuant to
section 1145(a) of the Bankruptcy Code. The definitive documents with respect to the New
Convertible Secured Notes distributed pursuant to this Plan will have mandatory conversion rights,
anti-dilution rights and transfer restrictions reflecting the terms set forth on Exhibit G
hereto and shall be mutually acceptable to the Debtors, Equity Investors and the Prepetition
Investors.



     6.12 Post-Effective Date Financing. On the Effective Date, the Reorganized Debtors (other than
Mrs. Cubbison’s) shall (a) enter into the New Credit Facilities and the New Third Lien Term Loan
Credit Facility together with all guarantees evidencing obligations of the Reorganized Debtors
thereunder and security documents, (b) execute mortgages, certificates and other claims
documentation and deliveries as the Prepetition Investors reasonably request, (c) deliver insurance
and customary opinions, and (d) enter into other documentation as described in the Term Loan
Facility Commitment Papers and Exhibit H to the Commitment Letter, all of which items in clauses
(a) – (d) shall be in form and substance reasonably satisfactory to the Prepetition Investors, and
such documents and all other documents, instruments and agreements to be entered into, delivered or
contemplated thereunder shall become effective in accordance with their terms on the Effective
Date. In the Confirmation Order, the Bankruptcy Court shall approve the New Credit Facilities and
the New Third Lien Term Loan Credit Facility in substantially the form disclosed to the Bankruptcy
Court and authorize the Reorganized Debtors to execute the same together with such other documents
as the lenders under the New Credit Facilities and the New Third Lien Term Loan Credit Facility may
reasonably require in order to effectuate the treatment afforded to such parties under the New
Credit Facilities and the New Third Lien Term Loan Credit Facility, respectively.



     Upon the Effective Date (i) the Debtors and the Reorganized Debtors are authorized to execute
and deliver the New Credit Facility Documents, the New Third Lien Term Loan Credit Facility, the
New Convertible Secured Note Indenture, all mortgages, intercreditor agreements, security documents
and all other related agreements, documents or instruments to be executed or delivered in
connection



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therewith, including (x) documentation regarding letters of credit replacing or “backing-up”
the Prepetition LCs and the letters of credit outstanding as of the Effective Date under the DIP
Facility, and (y) documentation of the cancellation or cash collateralization of such letters of
credit (collectively, the “Exit Facility Documents”) and perform their obligations
thereunder including, without limitation, the payment or reimbursement of any fees, expenses,
losses, damages or indemnities, (ii) the Exit Facility Documents shall constitute the legal, valid
and binding obligations of the Reorganized Debtors parties thereto, enforceable in accordance with
their respective terms, (iii) the Liens granted to secure the obligations under each applicable
Exit Facility Document shall be, and shall remain (until released in accordance with the terms of
the applicable Exit Facility Document), legal, valid, perfected, non-voidable, non-avoidable and
binding liens on, and security interests in, all property and assets of the Reorganized Debtors (to
the extent required by the Exit Facility Documents) having the priority granted to them under the
Plan, and (iv) no obligation, payment, transfer or grant of security under the Exit Facility
Documents shall be stayed, restrained, voidable, avoidable or recoverable under the Bankruptcy Code
or under any applicable law or subject to any defense, reduction, recoupment, setoff or
counterclaim on account of any act, event or occurrence arising on or prior to the Effective Date.
The Debtors and the Reorganized Debtors, as applicable, and the other persons granting any liens
and security interests to secure the obligations under the Exit Facility Documents are authorized
to make all filings and recordings, and to obtain all governmental approvals and consents necessary
or desirable to establish and further evidence perfection of such liens and security interests
under the provisions of any applicable federal, state, provincial or other law (whether domestic or
foreign) (it being understood that perfection shall occur automatically by virtue of the entry of
the Confirmation Order and any such filings, recordings, approvals and consents shall not be
required for such perfection), and will thereafter cooperate to make all other filings and
recordings that otherwise would be necessary under applicable law to give notice of such liens and
security interests to third parties.



     6.13 Restructuring Transactions and Alternative Structures. Subject to the prior agreement of
Equity Investors and the Prepetition Investors on the form of the Restructuring Transactions, the
Debtors or the Reorganized Debtors, as the case may be, shall take such actions as may be necessary
or appropriate to effect the relevant Restructuring Transactions. Such actions may include: (a)
the execution and delivery of appropriate agreements or other documents of merger, consolidation or
reorganization containing terms that are consistent with the terms of this Plan and that satisfy
the requirements of applicable law; (b) the execution and delivery of appropriate instruments of
transfer, assignment, assumption or delegation of any property, right, liability, duty or
obligation on terms consistent with the terms of this Plan; (c) the filing of appropriate
Organizational Documents with the appropriate governmental authorities under applicable law; and
(d) all other actions that such Debtor or Reorganized Debtor determines are necessary or
appropriate, including the making of filings or recordings in connection with the relevant
Restructuring



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Transaction. In the event a Restructuring Transaction is a merger transaction, upon the
consummation of such Restructuring Transaction, each party to such merger shall cease to exist as a
separate corporate entity and thereafter the surviving Reorganized Debtor shall assume and perform
the obligations under this Plan of each Reorganized Debtor party to such merger. In the event a
Reorganized Debtor is liquidated, the Reorganized Debtors (or the Reorganized Debtor which owned
the stock of such liquidating Debtor prior to such liquidation) shall assume and perform the
obligations of such liquidating Reorganized Debtor under this Plan.



     Several alternative structures for the post-emergence capital structure of the Debtors are
being explored. Under certain of the alternative structures, Equity Investors would organize one
or more new entities which would acquire the Debtors, or the assets of the Debtors, in a taxable
transaction. Other alternative structures involve the Debtors entering into certain transactions
prior to the Effective Date in order to modify the overall corporate structure of the Debtors
and/or otherwise structure their businesses for corporate or operational reasons. The
reorganization of the Debtors will be consummated pursuant to an alternative structure described in
this paragraph only if, after further analysis, the Debtors believe that it will improve the
corporate or operational structure or otherwise provide efficiencies to the Estates or the
Reorganized Debtors, and only if the Debtors have received the prior written consent of Equity
Investors and the Prepetition Investors. Any such reorganization will not have any material
adverse effect on any of the distributions under this Plan.



     6.14 Preservation of Causes of Action. In accordance with section 1123(b)(3) of the Bankruptcy
Code and except as otherwise provided in this Plan, the Reorganized Debtors shall retain and may,
in their sole discretion, enforce or prosecute all Retained Actions, a nonexclusive list of which
is attached hereto as Exhibit A-1. The Debtors or the Reorganized Debtors, in their sole
and absolute discretion, will determine whether to bring, settle, release, compromise, or enforce
such rights (or decline to do any of the foregoing). The Reorganized Debtors or any successors may
prosecute (or decline to prosecute) such Retained Actions in accordance with the best interests of
the Reorganized Debtors or any successors holding such rights of action. Except as otherwise
provided herein, the failure of the Debtors to specifically list any Claim, right of action, suit
or proceeding in the Schedules or in Exhibit A-1 does not, and will not be deemed to,
constitute a waiver or release by the Debtors of such claim, right of action, suit or proceeding,
and the Reorganized Debtors will retain the right to pursue such claims, rights of action, suits or
proceedings in their sole discretion and, therefore, no preclusion doctrine, collateral estoppel,
issue preclusion, claim preclusion, estoppel (judicial, equitable or otherwise) or laches will
apply to such claim, right of action, suit or proceeding upon or after the confirmation or
consummation of this Plan.



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     6.15 Exclusivity Period. Subject to Section 14.2, the Debtors shall retain the exclusive right to
amend or modify this Plan, and to solicit acceptances of any amendments to or modifications of this
Plan, through and until the Effective Date.



     6.16 Effectuating Documents; Further Transactions. The chairman of the board of directors, the
Chief Executive Officer, or any other executive officer or managing member of the Debtors shall be
authorized to execute, deliver, file, or record such contracts, instruments, releases, indentures,
and other agreements or documents, and take such actions as may be necessary or appropriate to
effectuate and further evidence the terms and conditions of this Plan. The Secretary or Assistant
Secretary of the Debtors shall be authorized to certify or attest to any of the foregoing actions.



     6.17 Exemption From Certain Transfer Taxes and Recording Fees. Pursuant to section 1146(c) of the
Bankruptcy Code, any transfers from a Debtor to a Reorganized Debtor or to any other Person or
entity pursuant to this Plan (including, without limitation, pursuant to any grant of collateral
under the New Credit Facilities), or any agreement regarding the transfer of title to or ownership
of any of the Debtors’ real or personal property, will not be subject to any document recording
tax, stamp tax, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or
recording tax, or other similar tax or governmental assessment, and the Confirmation Order will
direct the appropriate state or local governmental officials or agents to forego the collection of
any such tax or governmental assessment and to accept for filing and recordation any of the
foregoing instruments or other documents without the payment of any such tax or governmental
assessment.



     6.18 Substantive Consolidation Motions. If Class 5 General Unsecured Claims voting on the
respective Plans of Mrs. Cubbison’s, Armour & Main Redevelopment or New England Bakery do not each
vote as a class to accept the applicable Plan, and if the applicable Plan as it pertains to Mrs.
Cubbison’s, Armour & Main Redevelopment or New England Development is not timely confirmed, the
Debtors shall seek to substantively consolidate Mrs. Cubbison’s, Armour & Main Redevelopment or New
England Bakery, as appropriate, and IBC pursuant to the Mrs. Cubbison’s Substantive Consolidation
Motion, the Armour & Main Redevelopment Substantive Consolidation Motion or New England Bakery
Substantive Consolidation Motion, as applicable. The Debtors may combine two or more Substantive
Consolidation Motions in one pleading. Objections to the Substantive Consolidation Motion(s) may
be decided at the Confirmation Hearing or at a later date.



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ARTICLE VII




UNEXPIRED LEASES AND EXECUTORY CONTRACTS




     7.1 Assumed (Non-Union) Contracts and Leases. Except with respect to the Union Contracts (whose
treatment under this Plan is described in Section 7.3 herein), only those executory contracts and
unexpired leases to which the Debtors (or any of them) are a party that are specifically listed on
the schedule of assumed contracts and leases annexed hereto as Exhibit O, or that were
entered into postpetition, shall be deemed automatically assumed and Reinstated as of the Effective
Date; provided, however, that neither the inclusion by the Debtors of a contract or
lease on Exhibit O nor anything contained in this Plan shall constitute an admission by the
Debtors that such lease or contract is an unexpired lease or executory contract or that any Debtor,
or any of their Affiliates, has any liability thereunder. The Confirmation Order shall constitute
an order of the Bankruptcy Court approving such assumptions, pursuant to section 365(b)(1) of the
Bankruptcy Code and, to the extent applicable, section 365(b)(3) of the Bankruptcy Code, as of the
Effective Date.



     Each executory contract and unexpired lease that is assumed and relates to the use, ability to
acquire, or occupancy of real property shall include (a) all modifications, amendments,
supplements, restatements, or other agreements made directly or indirectly by any agreement,
instrument, or other document that in any manner affect such executory contract or unexpired lease
and (b) all executory contracts or unexpired leases appurtenant to the premises, including all
easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal,
powers, uses, reciprocal easement agreements, and any other interests in real estate or rights
in rem related to such premises, unless any of the foregoing agreements has been
rejected pursuant to a Final Order of the Bankruptcy Court or is otherwise rejected as a part of
this Plan.



     7.2 Rejected (Non-Union) Contracts and Leases. Except with respect to the Union Contracts (whose
treatment under this Plan is described in Section 7.3 herein) and except with respect to executory
contracts and unexpired leases that have previously been assumed or are the subject of a motion to
assume, or a notice of assumption served pursuant to an order of the Bankruptcy Court, on or before
the Confirmation Date, all executory contracts and unexpired leases not assumed as set forth in
Section 7.1 of this Plan shall be deemed automatically rejected as of the Effective Date or such
earlier date as the Debtors may have unequivocally terminated their performance under such lease or
contract. The Confirmation Order shall constitute an order of the Bankruptcy Court approving such
rejections pursuant to section 365 of the Bankruptcy Code. The Debtors reserve the right to file a
motion on or before the Confirmation Date to reject any executory contract or unexpired lease.



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     7.3 Assumption and Rejection of Union Contracts. Each Union Contract to which the Debtors are a
party shall be deemed automatically assumed and Reinstated as of the Effective Date, unless such
Union Contract (a) shall have been previously rejected by the Debtors, (b) is the subject of a
motion to reject pursuant to section 1113 of the Bankruptcy Code filed on or before the
Confirmation Date, or (c) expired prior to the Effective Date and/or is no longer executory on the
Effective Date by its own terms. The Confirmation Order shall constitute an order of the
Bankruptcy Court approving such assumptions, pursuant to section 365(b)(1) of the Bankruptcy Code
and, to the extent applicable, section 365(b)(3) of the Bankruptcy Code, as of the Effective Date.
Any rejection of a Union Contract will proceed by motion made pursuant to section 1113 of the
Bankruptcy Code.



     7.4 Payments Related to Assumption of Executory Contracts and Unexpired Leases. The provisions (if
any) of each executory contract or unexpired lease to be assumed and Reinstated under this Plan
which are or may be in default shall be satisfied solely by Cure. Objections to assumption or
rejection including, without limitation, to Cure related to non-monetary defaults, must be raised
in an objection to be filed no later than the date by which objections are required to be filed
with respect to confirmation of the Plan. Any such Objections will be litigated at the
Confirmation Hearing or at such other time as the Bankruptcy Court may schedule.



     7.5 Rejection Damages Bar Date. If rejection of an executory contract or unexpired lease rejected
pursuant to this Plan results in a Claim, then such Claim shall be forever barred and shall not be
enforceable against either the Debtors or the Reorganized Debtors or such entities’ properties
unless a proof of claim is filed with the clerk of the Bankruptcy Court and served upon counsel to
the Debtors within thirty (30) days after service of the earlier of (a) notice of the Confirmation
Order or (b) other notice that the executory contract or unexpired lease has been rejected. Any
Claim that may be Allowed as a result of the rejection of an executory contract or unexpired lease
shall be treated as a General Unsecured Claim.



ARTICLE VIII




PROVISIONS GOVERNING DISTRIBUTIONS




     8.1 Time of Distributions. Except as otherwise provided for herein or ordered by the Bankruptcy
Court, distributions under this Plan shall be made on a Periodic Distribution Date.



     8.2 No Interest on Claims. Unless otherwise specifically provided for in this Plan, the
Confirmation Order, the DIP Credit Agreement or the Prepetition Credit Agreement, Postpetition
Interest shall not accrue or be paid on Claims, and no Claimholder shall be entitled to interest
accruing on or after the Petition Date on any Claim, right, or Interest. Additionally, and without
limiting the foregoing, interest



A-48









 







shall not accrue or be paid on any Disputed Claim in respect of the period from the Effective Date
to the date a final distribution is made when and if such Disputed Claim becomes an Allowed Claim.



     8.3 Disbursing Agent. The Disbursing Agent shall make all distributions required under this Plan.



     8.4 Surrender of Securities or Instruments. On or before the Distribution Date, or as soon as
practicable thereafter, each holder of an instrument evidencing a Claim (as to each, a
“Certificate”), shall surrender such Certificate to the Disbursing Agent or, with respect
to indebtedness that is governed by other agreement, the respective Servicer, and such Certificate
shall be cancelled. No distribution of property hereunder shall be made to or on behalf of any
such holder unless and until such Certificate is received by the Disbursing Agent or the respective
Servicer or the unavailability of such Certificate is reasonably established to the satisfaction of
the Disbursing Agent or the respective Servicer. Any holder who fails to surrender or cause to be
surrendered such Certificate, or fails to execute and deliver an affidavit of loss and indemnity
reasonably satisfactory to the Disbursing Agent or the respective Servicer prior to the first
anniversary of the Effective Date, shall be deemed to have forfeited all rights and Claims in
respect of such Certificate and shall not participate in any distribution hereunder, and all
property in respect of such forfeited distribution, including any dividends or interest
attributable thereto, shall revert to the Reorganized Debtors notwithstanding any federal or state
escheat laws to the contrary.



     8.5 Claims Administration Responsibility. The Reorganized Debtors will have sole and absolute
discretion in administering, disputing, objecting to, compromising or otherwise resolving all
Claims against the Debtors (the “Claims Administration”); provided,
however, that before the Reorganized Debtors agree to allow a General Unsecured Claim in an
amount greater than $1,000,000, the Reorganized Debtors shall give reasonable notice to the
Creditors’ Trust of their intended agreement and the Creditors’ Trust can elect to assume
responsibility for administering, disputing, objecting, compromising or otherwise resolving such
General Unsecured Claim and assume and pay from the Trust Assets any fees, costs, expenses or other
liabilities incurred in connection with administering, disputing, objecting, compromising or
otherwise resolving such General Unsecured Claim. If the Creditors’ Trust does not elect to assume
such responsibility within three Business Days after the Reorganized Debtors’ delivery of notice to
the Creditors’ Trust, the General Unsecured Claim shall be disposed of in the manner proposed by
the Reorganized Debtors. The Reorganized Debtors shall bear the responsibility for any fees,
costs, expenses or other liabilities incurred by the Reorganized Debtors in connection with the
Claims Administration; provided, however, prior to the Reorganized Debtors taking
any responsibility with respect to Claims Administration, the Creditors’ Trust and the Reorganized
Debtors shall have entered into an



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agreement whereby the Creditor’ Trust shall compensate the Reorganized Debtors for their reasonable
costs and expenses (excluding attorneys’ fees) associated with the Reorganized Debtors’ use of
resources used to assist the Creditors’ Trust in the Claims Administration.



     8.6 Delivery of Distributions. Distributions under this Plan to holders of Allowed Prepetition
Lender Claims shall be made to or at the direction of the Prepetition Agent and shall be
distributed by the Prepetition Agent in accordance with the Prepetition Credit Agreement.
Distributions under this Plan to holders of DIP Facility Claims shall be made to or at the
direction of the DIP Agent and shall be distributed by the DIP Agent in accordance with the DIP
Credit Agreement. Distributions under this Plan to all other Allowed Claimholders shall be made by
the Disbursing Agent. If any Claimholder’s distribution is returned as undeliverable, no further
distributions to such Claimholder shall be made unless and until the Disbursing Agent or the
appropriate Servicer is notified of such Claimholder’s then current address, at which time all
missed distributions shall be made to such Claimholder without interest. Amounts in respect of
undeliverable distributions shall be returned to the Reorganized Debtors until such distributions
are claimed. All claims for undeliverable distributions shall be made on or before the second
anniversary of the Effective Date. After such date, all unclaimed property shall revert to the
Reorganized Debtors. Upon such reversion, the claim of any Claimholder, or their successors, with
respect to such property shall be discharged and forever barred notwithstanding any federal or
state escheat laws to the contrary.



     8.7 Procedures for Treating and Resolving Disputed and Contingent Claims.



          (a) No Distributions Pending Allowance. No payments or distributions will be made with
respect to all or any portion of a Disputed Claim unless and until all objections to such Disputed
Claim have been settled or withdrawn or have been determined by a Final Order, and the Disputed
Claim has become an Allowed Claim. All objections to Claims must be filed on or before the Claims
Objection Deadline.



          (b) Distributions After Allowance. Payments and distributions to each respective Claimholder
on account of a Disputed Claim, to the extent that it ultimately becomes an Allowed Claim, will be
made in accordance with provisions of this Plan that govern distributions to such Claimholders.
Subject to Section 8.2 hereof, on the first Periodic Distribution Date following the date when a
Disputed Claim becomes an Allowed Claim, the Disbursing Agent will distribute to the Claimholder
any Cash that would have been distributed on the dates distributions were previously made to
Claimholders had such Allowed Claim been an Allowed Claim on such dates, together with any
dividends, payments, or other distributions made on account of, as well as any obligations arising
from, the distributed property



A-50









 







as if such Allowed Claim had been an Allowed Claim on the dates distributions were previously
made to Allowed Claimholders included in the applicable class.



ARTICLE IX




ALLOWANCE AND PAYMENT OF

CERTAIN ADMINISTRATIVE CLAIMS




     9.1 DIP Facility Claims. On the Effective Date, all claims arising under the DIP Facility shall be
allowed in an amount to be agreed upon by the Debtors and such Claimholders, and all obligations of
the Debtors under the DIP Facility shall be paid in full in Cash or otherwise satisfied in a manner
acceptable to such Claimholders in accordance with the terms of the DIP Facility and the DIP Credit
Agreement including, without limitation, replacement and cancellation, securing by “back up”
letters of credit issued by an institution acceptable to the bank that issued the letters of credit
outstanding under the DIP Facility, or cash collateralization at 105% of the face amount of all
letters of credit issued and outstanding under the DIP Credit Facility on terms in form and
substance (a) satisfactory to the bank issuer of such letter of credit and (b) reasonably
satisfactory to Equity Investors and the Prepetition Investors. Upon compliance with the preceding
sentence, all liens and security interests granted to secure such obligations shall be deemed
cancelled and shall be of no further force and effect.



     9.2 Professional Claims.



          (a) Final Fee Applications. All final requests for payment of Professional Claims must be
filed no later than forty-five (45) days after the Effective Date. After notice and a hearing in
accordance with the procedures established by the Bankruptcy Code and prior orders of the
Bankruptcy Court, the allowed amounts of such Professional Claims shall be determined by the
Bankruptcy Court.



          (b) Payment of Interim Amounts. Subject to the Holdback Amount, on the Effective Date, the
Debtors or the Reorganized Debtors shall pay all amounts owing to Professionals for all outstanding
amounts relating to prior periods through the Effective Date. In order to receive payment on the
Effective Date for unbilled fees and expenses incurred through such date, two (2) days prior to the
Effective Date, the Professionals shall estimate fees and expenses due for periods that have not
been billed as of the Effective Date and shall deliver such estimate to counsel for the Debtors,
the Prepetition Investors, Equity Investors and the Prepetition Agent. Within fifteen (15) days
after the Effective Date, a Professional receiving payment for the estimated period shall submit a
detailed invoice covering such period in the manner and providing the detail as set forth in the
Professional Fee Order.



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          (c) On the Effective Date, the Debtors or the Reorganized Debtors shall pay to the Disbursing
Agent, in order to fund the Holdback Escrow Account, Cash equal to the aggregate Holdback Amount
for all Professionals. The Disbursing Agent shall maintain the Holdback Escrow Account in trust
for the Professionals with respect to whom fees have been held back pursuant to the Professional
Fee Order. Such funds shall not be considered property of the Reorganized Debtors. The remaining
amount of Professional Claims owing to the Professionals shall be paid to such Professionals by the
Disbursing Agent from the Holdback Escrow Account when such claims are finally allowed by the
Bankruptcy Court. When all Professional Claims have been paid in full, amounts remaining in the
Holdback Escrow Account, if any, shall be paid to the Reorganized Debtors.



          (d) Upon the Effective Date, any requirement that professionals comply with sections 327
through 331 of the Bankruptcy Code in seeking retention or compensation for services rendered after
such date will terminate.



          (e) Notwithstanding the foregoing, the fees and expenses of the Prepetition Investors as
provided in the Term Loan Facility Commitment Papers, and as approved by the Commitment Letter
Approval Order, shall be payable by the Debtors (or the Reorganized Debtors) to the Prepetition
Investors promptly upon invoicing to the Debtors (or the Reorganized Debtors) without any notice to
the Bankruptcy Court or any other party.



          (f) Notwithstanding the foregoing, the fees and expenses of Equity Investors as provided in
the Commitment Letter, and as approved by the Commitment Letter Approval Order, shall be payable by
the Debtors (or the Reorganized Debtors) to Equity Investors promptly upon invoicing to the Debtors
(or the Reorganized Debtors) without any notice to the Bankruptcy Court or any other party.



     9.3 Substantial Contribution Compensation and Expenses Bar Date. Any Person who requests
compensation or expense reimbursement for making a substantial contribution in the Chapter 11 Cases
pursuant to sections 503(b)(3), 503(b)(4), and 503(b)(5) of the Bankruptcy Code must file an
application with the clerk of the Bankruptcy Court, on or before a date which is forty-five (45)
days after the Effective Date (the “503 Deadline”), and serve such application on counsel
for the Debtors and as otherwise required by the Bankruptcy Court and the Bankruptcy Code on or
before the 503 Deadline, or be forever barred from seeking such compensation or expense
reimbursement.



     9.4 Other Administrative Claims. All other requests for payment of an Administrative Claim (other
than as set forth in Sections 9.2, 9.3 and 9.6 of this Plan, and other than with respect to Cure
Claims) must be filed with the Bankruptcy Court and served on counsel for the Debtors no later than
thirty (30) days after the Effective Date. Unless the Debtors or the Reorganized Debtors object to
an Administrative Claim by the Claims Objection Deadline, such Administrative Claim shall be deemed



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allowed in the amount requested. In the event that the Debtors or the Reorganized Debtors object
to an Administrative Claim, the Bankruptcy Court shall determine the allowed amount of such
Administrative Claim. Notwithstanding the foregoing, no request for payment of an Administrative
Claim need be filed with respect to an Administrative Claim (i) which is paid or payable by any
Debtor in the ordinary course of business or (ii) the payment of which has been approved by the
Bankruptcy Court.



     9.5 The ACE Insurance Program. Notwithstanding anything to the contrary in this Plan, the
Disclosure Statement or the Confirmation Order: (a) on the Effective Date, the Debtors and the
Reorganized Debtors shall assume the ACE Insurance Program in its entirety and shall pay the cure
costs related to such assumption; (b) the ACE Insurance Program (including, but not limited to, all
letters of credit and other collateral and security provided to the ACE Companies (or any of them)
pursuant the ACE Insurance Program) shall survive and shall not be amended, modified, waived or
impaired in any respect by this Plan, the Confirmation Order or otherwise without the prior written
agreement of the ACE Companies; (c) the claims of the ACE Companies arising under the ACE Insurance
Program shall be Allowed Administrative Claims, which are payable in the ordinary course of
business, and shall not be discharged or released by this Plan or the Confirmation Order; (d) the
ACE Companies shall not be required to file or serve a request for payment of any Administrative
Claim and shall not be subject to any bar date governing Administrative Claims; (e) nothing in this
Plan or the Confirmation Order shall be construed as, or is, a determination as to coverage under
the ACE Insurance Program; and (f) nothing in this Plan or the Disclosure Statement in any way: (i)
precludes or limits the rights of the insurers to contest and/or litigate with any party,
including, without limitation, the Debtors and the Reorganized Debtors, the existence, primacy
and/or scope of available coverage under any alleged applicable policy; (ii) permits any holder of
a Workers’ Compensation Claim or an Insured Claim to recover the same amounts from the ACE
Companies and the Debtors (or as the case may be, the Reorganized Debtors); (iii) alters the ACE
Companies’ rights and obligations under the ACE Insurance Program or modifies the coverage provided
thereunder; or (iv) alters the Debtors’ (or as the case may be, the Reorganized Debtors’) rights
and obligations under the ACE Insurance Program, including, without limitation, any duty of the
Debtors’ (or as the case may be, the Reorganized Debtors’) to defend, at their own expense, against
claims asserted under the Policies; provided, however, that, after the Effective Date, the ACE
Companies shall use their commercially reasonable efforts, consistent with the ACE Insurance
Program, to reduce the aggregate letters of credit and other collateral and security provided to
the ACE Companies (or any of them) pursuant to the ACE Insurance Program by the Reorganized
Debtors.



     9.6 Commitment Fee. Notwithstanding anything to the contrary herein, on the Effective Date, the
Debtors or the Reorganized Debtors shall pay (i) the balance of the Commitment Fee to Equity
Investors in accordance with the



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Commitment Letter Approval Order and (ii) the Term Loan Facility Commitment Fee to the Term Loan
Facility Commitment Parties in accordance with the Commitment Letter Approval Order.



     9.7 Payment of Old Convertible Note Indenture Trustee Fee Claim. Notwithstanding anything to the
contrary herein, on the Effective Date, the Old Convertible Note Indenture Trustee Fee Claim shall
be paid in Cash without any further notice to the Bankruptcy Court or otherwise; provided,
however, that no later than five (5) days prior to the Confirmation Hearing, the Old
Convertible Note Indenture Trustee shall have provided to the Debtors, Equity Investors and the
Prepetition Investors copies of invoices evidencing the fees and expenses incurred by the Old
Convertible Note Indenture Trustee during the Chapter 11 Cases through the Effective Date;
provided, further, that the Bankruptcy Court shall retain jurisdiction over any
disputes regarding the reasonableness of the Allowed Old Convertible Note Indenture Trustee Fee
Claim. Upon payment of the Old Convertible Note Indenture Trustee Fee Claim, the Old Convertible
Note Indenture Trustee shall forever release, waive and discharge its “charging” lien with respect
to any distribution that is made to any holder of Old Convertible Notes.



ARTICLE X




CREDITORS’ TRUST




     10.1 Appointment of Trustee.



          (a) The Trustee for the Creditors’ Trust shall be designated by the Creditors’ Committee.
Specifically, the Creditors’ Committee shall file a notice on a date which is at least ten days
prior to the date the Bankruptcy Court establishes for the commencement of the Confirmation Hearing
designating the Person who it has selected as the Trustee and seeking approval of such designation.
The Person designated as the Trustee shall file an affidavit contemporaneously with the Creditors’
Committee’s motion demonstrating that such Person is disinterested. The Person so designated by
the Creditors’ Committee shall become the Trustee as of the Effective Date upon the Bankruptcy
Court entering an order granting the motion after consideration of the same and any objections
thereto at the Confirmation Hearing.



          (b) The Trustee shall have and perform all of the duties, responsibilities, rights and
obligations set forth in this Plan and the Trust Agreement.



     10.2 Assignment of Trust Assets to the Creditors’ Trust. On the Effective Date, the Trust Assets
shall be transferred to the Creditors’ Trust, for and on behalf of the Trust Beneficiaries.
Beneficial interests in the Creditors’ Trust shall be non-transferable, except by death or
operation of law, and will not be evidenced by



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certificates. Only cash proceeds of Trust Assets may be distributed to Trust Beneficiaries and
“in-kind” distributions are not permitted.



     10.3 The Creditors’ Trust.



          (a) Without any further action of the directors, officers or shareholders of the Debtors or
the Reorganized Debtors, on the Effective Date, the Trust Agreement, substantially in the form of
Exhibit K to this Plan, shall become effective. The Trustee shall accept the Creditors’
Trust and sign the Trust Agreement on that date and the Creditors’ Trust will then be deemed
created and effective.



          (b) The duration of the Creditors’ Trust will be limited to an initial term of five years,
subject to further extension solely for the purpose of permitting the Creditors’ Trust to liquidate
the Trust Assets and distribute the proceeds thereof to the Trust Beneficiaries.



          (c) The Trustee shall have full authority to take any steps necessary to administer the Trust
Agreement, including, without limitation, the duty and obligation to liquidate the Trust Assets
(having first obtained such approvals from the Trust Advisory Board as may be necessary, if any),
as applicable, and, if authorized by majority vote of those members of the Trust Advisory Board
authorized to vote, to prosecute and settle Trust Claims, in such a manner so as reasonably to
maximize the value of the Trust Assets.



          (d) All fees, costs and expenses associated with the administration of the Creditors’ Trust
and distribution to Trust Beneficiaries shall be the responsibility of and be paid by the
Creditors’ Trust from the Trust Assets. The Reorganized Debtors will provide information and
assistance to the Creditors’ Trust to the extent reasonably required to assist the Creditors’ Trust
in the investigation and prosecution of Trust Claims; provided, however, the
Reorganized Debtors shall not have an obligation to provide information and assistance to the
Creditors’ Trust until the Reorganized Debtors and the Creditors’ Trust have entered into an
agreement, the terms of which were negotiated in good faith, for the Creditors’ Trust to compensate
the Reorganized Debtors for their reasonable costs and expenses (including reasonably attorneys’
fees) associated with the Reorganized Debtors’ resources used in connection with such requested
assistance.



          (e) The Trustee may retain such law firms, accounting firms, experts, advisors, consultants,
investigators, appraisers, auctioneers or other professionals as it may deem necessary
(collectively, the “Trustee Professionals”), in its sole discretion, to aid in the
performance of its responsibilities pursuant to the terms of this Plan including, without
limitation, the liquidation of Trust Assets, as applicable. The Trustee Professionals shall
continue to prepare monthly statements in the same manner and in the same detail as required
pursuant to the Professional Fee Order, and the Trustee Professionals shall serve such statements
on each member of



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the Trust Advisory Board. In the event two or more members of the Trust Advisory Board object
to the reasonableness of such fees and expenses, the matter shall be submitted to the Bankruptcy
Court for approval of the reasonableness of such fees and expenses.



          (f) For U.S. federal income tax purposes, it is intended that the Creditors’ Trust be
classified as a liquidating trust under section 301.7701-4 of the Treasury regulations and that
such trust be owned by the Trust Beneficiaries.



          (g) The Trustee shall be responsible for filing all U.S. federal, state and local tax returns
for the Creditors’ Trust.



          (h) To the extent that there is an inconsistency or conflict between the description of the
Creditors’ Trust provided herein and the Trust Agreement, the Trust Agreement shall control.



10.4 The Trust Advisory Board.




          (a) The Trust Advisory Board shall be comprised of three (3) members as designated by the
Creditors’ Committee. The Creditors’ Committee shall give written notice of the identities of such
members and file and serve such notice with the Bankruptcy Court, on a date that is not less than
ten (10) days prior to the Confirmation Hearing; provided, however, that if and to
the extent the Creditors’ Committee fails to file and serve such notice, the Debtors shall
designate the members of the Trust Advisory Board by announcing their identities at the
Confirmation Hearing. The Trust Advisory Board shall adopt such bylaws as it may deem appropriate.
The Trustee shall consult regularly with the Trust Advisory Board when carrying out the purpose
and intent of the Creditors’ Trust. Members of the Trust Advisory Board shall be entitled to
compensation from the Creditors’ Trust in accordance with the Trust Agreement and to reimbursement
from the Creditors’ Trust of the reasonable and necessary expenses incurred by them in carrying out
the purpose of the Trust Advisory Board. Any compensation paid to members of the Trust Advisory
Board or reimbursement of their reasonable and necessary expenses shall be payable solely by the
Creditors’ Trust from the Trust Assets.



          (b) In the case of an inability or unwillingness of any member of the Trust Advisory Board to
serve, such member shall be replaced by designation of the remaining members of the Trust Advisory
Board. If any position on the Trust Advisory Board remains vacant for more than thirty (30) days,
such vacancy shall be filled within fifteen (15) days thereafter by the designation of the Trustee
without the requirement of a vote by the other members of the Trust Advisory Board.



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          (c) Upon the certification by the Trustee that all assets transferred into Trust have been
distributed, abandoned or otherwise disposed of, the members of the Trust Advisory Board shall
resign their positions, whereupon they shall be discharged from further duties and
responsibilities.



          (d) The Trust Advisory Board may, by majority vote, approve all settlements of Trust Claims
which the Trustee may propose; provided, however, that the Trustee may seek
Bankruptcy Court approval of a settlement of a Trust Claim if the Trust Advisory Board fails to act
on a proposed settlement of such Trust Claim within thirty (30) days of receiving notice of such
proposed settlement by the Trustee.



          (e) The Trust Advisory Board may, by majority vote, authorize the Trustee to invest the corpus
of the Trust in prudent investments other than those described in section 345 of the Bankruptcy
Code.



          (f) The Trust Advisory Board may remove the Trustee in the event of gross negligence or
willful misconduct. In the event the requisite approval is not obtained, the Trustee may be
removed by the Bankruptcy Court for cause shown. In the event of the resignation or removal of the
Trustee, the Trust Advisory Board shall, by majority vote, designate a person to serve as successor
Trustee.



          (g) The Trust Advisory Board shall require a fidelity bond from the Trustee in such reasonable
amount as may be agreed to by majority vote of the Trust Advisory Board.



          (h) The Trust Advisory Board shall govern its proceedings through the adoption of bylaws,
which the Trust Advisory Board may adopt by majority vote. No provision of such bylaws shall
supersede any provision of this Plan.



     10.5 Distributions to Beneficiaries of the Creditors’ Trust Under the Trust Agreement.
Notwithstanding Section 4.1(i) herein, and as part of the Intercreditor Settlement, holders of
Allowed General Unsecured Claims shall be entitled to participate in the Intercreditor Settlement,
to the extent provided in and subject to the terms set forth in the Intercreditor Settlement Order
and the Trust Agreement. The procedures for distributions to the Trust Beneficiaries shall be in
accordance with the terms set forth in the Trust Agreement. The procedures for resolving Disputed
Claims of the Trust Beneficiaries are set forth herein and in the Trust Agreement.



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ARTICLE XI




EFFECT OF THE PLAN ON CLAIMS AND INTERESTS




     11.1 Revesting of Assets. Except as otherwise explicitly provided in this Plan, on the Effective
Date all property comprising the Estates (including Retained Actions) shall revest in each of the
Debtors and, ultimately, in the Reorganized Debtors, free and clear of all Claims, Liens and
Interests of creditors and equity security holders (other than as expressly provided herein). As
of the Effective Date, each of the Reorganized Debtors may operate its business and use, acquire,
and dispose of property and settle and compromise Claims without supervision of the Bankruptcy
Court, free of any restrictions of the Bankruptcy Code or Bankruptcy Rules, other than those
restrictions expressly imposed by this Plan and the Confirmation Order.



     11.2 Discharge of the Debtors. Pursuant to and to the fullest extent permitted by section 1141(d)
of the Bankruptcy Code, except as otherwise specifically provided in this Plan or in the
Confirmation Order, confirmation of this Plan discharges and releases, effective as of the
Confirmation Date (but subject to the occurrence of the Effective Date), the Debtors, the
Reorganized Debtors and the Estates (x) from all Claims and Causes of Action, whether known or
unknown, and (y) from liabilities of, liens on, obligations of, rights against, and Interests in
the Debtors or any of their assets or properties, in each case regardless of whether any property
has been distributed or retained pursuant to this Plan on account of such Claims, Causes of Action,
rights, liabilities, liens, obligations and Interests, and in each case including (x) Claims,
Causes of Actions, rights, liabilities, liens, obligations and Interests that arose before the
Confirmation Date, (y) any Claims, Causes of Actions, rights, liabilities (including withdrawal
liabilities), liens, obligations and Interests to the extent such Claims, Causes of Actions,
rights, liabilities (including withdrawal liabilities), liens, obligations and Interests relate to
services performed by employees of the Debtors prior to the Petition Date and that arise from a
termination of employment or a termination of any employee or retiree benefit program regardless of
whether such termination occurred prior to or after the Confirmation Date, and (z) all Claims of
the kind specified in sections 502(g), 502(h) or 502(i) of the Bankruptcy Code, in each case
whether or not (a) a proof of claim or interest based upon such Claims, Causes of Actions, rights,
liabilities, liens, obligations and Interests or Interest is filed or deemed filed under section
501 of the Bankruptcy Code, (b) a Claim or Interest based upon such Claims, Causes of Actions,
rights, liabilities, liens, obligations and Interests is allowed under section 502 of the
Bankruptcy Code, or (c) the holder of such a Claim, Cause of Action, right, liability, lien,
obligation or Interests accepted this Plan. The Confirmation Order shall be a judicial
determination of the discharge of all liabilities of and Interests in the Debtors, subject to the
Effective Date occurring.



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     As of the Confirmation Date, except as provided in this Plan or in the Confirmation Order
(including with respect to the indemnification obligations referenced in the second sentence of
Section 6.4 herein) or under the terms of the documents evidencing and orders approving the New
Credit Facilities, the Investment Agreement, the Commitment Letter, the New Third Lien Term Loan
Credit Facility, the New Convertible Secured Note Indenture and the Trust Stock Appreciation
Rights, all Persons shall be precluded from asserting against the Debtors or the Reorganized
Debtors any other or further claims, debts, rights, causes of action, claims for relief,
liabilities, or equity interests relating to the Debtors based upon any act, omission, transaction,
occurrence, or other activity of any nature that occurred prior to the Confirmation Date. In
accordance with the foregoing, except as provided in this Plan or the Confirmation Order, the
Confirmation Order shall be a judicial determination of discharge of all such Claims and other
debts and liabilities against the Debtors and termination of all Interests in IBC, and in the
Brands Preferred Stock, pursuant to sections 524 and 1141 of the Bankruptcy Code, and such
discharge shall void any judgment obtained against the Debtors at any time, to the extent that such
judgment relates to a discharged Claim or terminated Interest.



     11.3 Compromises and Settlements. Pursuant to Bankruptcy Rule 9019(a), the Debtors may compromise
and settle various Claims (a) against them and (b) that they have against other Persons. The
Debtors expressly reserve the right (with Bankruptcy Court approval, following appropriate notice
and opportunity for a hearing) to compromise and settle Claims against them and claims that they
may have against other Persons up to and including the Effective Date. After the Effective Date,
such right shall pass to the Reorganized Debtors as contemplated in Section 11.1 of this Plan,
without any need for Bankruptcy Court approval.



     Pursuant to the Intercreditor Settlement and Bankruptcy Rule 9019, the Debtors, the
Prepetition Lenders and the Creditors’ Committee agree to (a) the creation of the Creditors’ Trust
pursuant to Article X of this Plan, the transfer of the Trust Assets thereto, the allowance
and payment of the Old Convertible Note Indenture Trustee Fee Claim and other good and valuable
consideration and (b) the full and complete release and satisfaction of any and all claims of the
Debtors (and those claiming derivatively through the Debtors) against the Prepetition Lenders, in
their capacities as such, including, but not limited to: (i) claims against the Prepetition Lenders
asserted or that could have been asserted by the Debtors in the Prepetition Lender Actions, (ii)
challenges with respect to the extent, amount, validity and priority of the Prepetition Lenders’
liens and security interests, and (iii) allegations or claims that the adequate protection payments
made to the Prepetition Lenders during the Chapter 11 Cases should be “recharacterized” as
principal payments and applied to reduce the Prepetition Lenders’ secured claims. For the
avoidance of doubt, the foregoing shall not release the obligations of the Term Loan Facility
Commitment Parties for the Term Loan Facility pursuant to the Term Loan Facility Commitment Papers
or the obligations of the parties to the Intercreditor Settlement.



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     In addition, pursuant to the Intercreditor Settlement and Bankruptcy Rule 9019, the Debtors,
the Prepetition Lenders, the Creditors’ Committee and the Old Convertible Note Indenture Trustee
agree that the transfer of the Trust Assets to the Creditors’ Trust and the satisfaction of the Old
Convertible Note Indenture Trustee Fee Claim shall also be in full and complete release and
satisfaction of any and all claims that could be prosecuted by any party in interest in the Chapter
11 Cases including the Debtors, the Creditors’ Committee, its members, the Prepetition Lenders and
the Old Convertible Note Indenture Trustee with respect to the non-substantive consolidation of the
Debtors’ bankruptcy estates pursuant to this Plan.



     Finally, pursuant to the Intercreditor Settlement and Bankruptcy Rule 9019, the Debtors, the
Prepetition Lenders, the Creditors’ Committee and the Old Convertible Note Indenture Trustee agree
that any provision contained in the Old Convertible Note Indenture purporting to subordinate the
right of payment of holders of Old Convertible Notes to the rights of Prepetition Lenders shall be
null and void and all Prepetition Lenders shall waive any right to enforce such a provision solely
for purposes of the settlement described therein.



     All documents implementing the terms of the Intercreditor Settlement, including the Trust
Stock Appreciation Rights, shall be in form and substance reasonably satisfactory to Equity
Investors, the Creditors’ Committee and the Prepetition Investors.



     11.4 Release of Certain Parties. As of the Effective Date, for good and valuable consideration,
the adequacy of which is hereby confirmed, the Debtors, the Reorganized Debtors and any Person
seeking to exercise the rights of the Estates, including, without limitation, any successor to the
Debtors or any estate representative appointed or selected pursuant to section 1123(b)(3) of the
Bankruptcy Code shall be deemed to forever release, waive, and discharge the Released Parties of
all claims, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action,
including the Prepetition Lender Actions, and liabilities which the Debtors or the Estates are
entitled to assert, whether known or unknown, liquidated or unliquidated, fixed or contingent,
foreseen or unforeseen, matured or unmatured, existing or hereafter arising, in law, equity, or
otherwise, based in whole or in part upon any act or omission, transaction, or occurrence taking
place on or prior to the Effective Date in any way relating to the Debtors, the Estates, the
conduct of the Debtors’ businesses, the Chapter 11 Cases, this Plan or the Reorganized Debtors with
respect to each of the Released Parties; provided, however, that nothing contained
herein is intended to operate as a release of any potential claims by the Debtors and their Estates
against parties who have executed Tolling Agreements with the Debtors during the Chapter 11 Cases,
but only with respect to Claims covered by such Tolling Agreements and only to the extent that such
Tolling Agreements continue to be in full force and effect and the tolling periods contemplated
thereby have not expired as of the Effective Date. Notwithstanding anything to the contrary
contained herein,



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nothing in this Plan shall be deemed to release any of the Debtors, Equity Investors, the Term Loan
Facility Commitment Parties or any of their Affiliates from their obligations under this Plan, the
New Credit Facilities, the Investment Agreement, the Commitment Letter, the New Third Lien Term
Loan Credit Facility, the Trust Stock Appreciation Rights or the New Convertible Secured Note
Indenture and the transactions contemplated thereby.



     11.5 Releases by Holders of Claims. As of the Effective Date, for good and valuable consideration,
the adequacy of which is hereby confirmed, each holder of a Claim that affirmatively votes in favor
of this Plan hereby forever releases, waives, and discharges all claims, obligations, suits,
judgments, damages, demands, debts, rights, causes of action, and liabilities, including the
Prepetition Lender Actions, whatsoever against the Released Parties, arising under or in connection
with or related to the Debtors, the Estates, the conduct of the Debtors’ business, the Chapter 11
Cases, this Plan (other than the rights under this Plan and the contracts, instruments, releases,
indentures, and other agreements or documents delivered hereunder) or the Reorganized Debtors,
whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown,
foreseen or unforeseen, then existing or thereunder arising, in law, equity, or otherwise, that are
based in whole or part on any act, omission, transaction, event, or other occurrence taking place
on or prior to the Effective Date in any way relating to the Debtors, the Estates, the conduct of
the Debtors’ businesses, the Chapter 11 Cases, this Plan or the Reorganized Debtors;
provided, however, that nothing contained herein is intended to operate as a
release of any potential claims by third parties against any parties that have signed Tolling
Agreements with a third party, but only with respect to Claims covered by such Tolling Agreements
and only to the extent that such Tolling Agreements continue to be in full force and effect and the
tolling periods contemplated thereby have not expired as of the Effective Date. Notwithstanding
anything to the contrary herein, this Plan shall not discharge, enjoin or restrain the assertion,
institution or enforcement of any claims against any non-debtor parties (a) that may be held by the
Securities and Exchange Commission or (b) with respect to the Pension Plans, including any claim
for breach of fiduciary duty or any claim asserted by the Pension Benefit Guaranty Corporation.



     11.6 Setoffs. Except with respect to Claims specifically Allowed under the Plan, including the
Prepetition Lender Claims, the Debtors may, but shall not be required to, set off against any
Claim, and the payments or other distributions to be made pursuant to this Plan in respect of such
Claim, claims of any nature whatsoever that the Debtors may have against such Claimholder; but
neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or
release by the Debtors or the Reorganized Debtors of any such claim that the Debtors or the
Reorganized Debtors may have against such Claimholder.



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     11.7 Exculpation and Limitation of Liability. Except as otherwise specifically provided in this
Plan, the Released Parties, any of such parties’ respective present officers, directors, managing
members, employees, advisors, attorneys, representatives, financial advisors, investment bankers,
or agents and any of such parties’ successors and assigns, shall not have or incur, and are hereby
released from, any claim, obligation, right, Cause of Action and liability to one another or to any
Claimholder or Interestholder, or any other party in interest, or any of their respective agents,
employees, representatives, financial advisors, investment bankers, attorneys or Affiliates, or any
of their successors or assigns, for any act or omission in connection with, relating to, or arising
out of (i) the filing and prosecution of the Chapter 11 Cases, (ii) the negotiation and execution
of the exit facility commitment letter by and among Silver Point, IBC and Brands dated October 18,
2007 as amended and restated as of November 6, 2007, the Commitment Letter, the Term Loan Facility
Commitment Papers, the ABL Facility Commitment Papers, the New Credit Facility Documents, the
Investment Agreement, the New Convertible Secured Note Indenture, the New Convertible Secured Notes
and the New Third Lien Term Loan Credit Facility, (iii) the negotiation and filing of this Plan,
(iv) the pursuit of confirmation of this Plan, (iv) the negotiation and pursuit of approval of the
Disclosure Statement, (v) the consummation of this Plan, and (vi) the administration of this Plan
or the property to be distributed under this Plan, and in all respects shall be entitled to
reasonably rely upon the advice of counsel with respect to their duties and responsibilities under
this Plan. Notwithstanding anything to the contrary contained herein, this Section 11.7 shall not
release any party from any claim, obligation, right, Cause of Action or liability arising from any
act or omission committed in bad faith, gross negligence or willful misconduct.



     11.8 Indemnification Obligations. Except as specifically provided in Sections 6.4 and 6.7 of this
Plan, in satisfaction and compromise of the Indemnitees’ Indemnification Rights: (a) all
Indemnification Rights except those held by (i) Persons included in either the definition of
“Insured Persons” or the “Insureds” in any of the policies providing the D&O Insurance, and (ii)
Professionals, but only to the extent that they have expressly been granted Indemnification Rights
in the documents filed with the Bankruptcy Court and only to the extent that such Indemnification
Rights are determined to be valid and enforceable, shall be released and discharged on and as of
the Effective Date; provided that the Indemnification Rights excepted from the
release and discharge shall remain in full force and effect on and after the Effective Date and
shall not be modified, reduced, discharged, or otherwise affected in any way by the Chapter 11
Cases; (b) the Debtors or Reorganized Debtors, as the case may be, covenant to use commercially
reasonable efforts to purchase and maintain D&O Insurance providing coverage for those Persons
described in subsection (a)(i) of this Section 11.8 whose Indemnification Rights are not being
released and discharged on and as of the Effective Date, for a period of six years after the
Effective Date insuring such parties in respect of any claims, demands, suits, Causes of Action, or
proceedings against such Persons based upon any act or



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omission related to such Person’s service with, for, or on behalf of the Debtors or the Reorganized
Debtors in at least the scope and amount as currently maintained by the Debtors (the “Insurance
Coverage”); and (c) the Debtors or the Reorganized Debtors, as the case may be, hereby
indemnify such Persons referred to in subclause (b) above to the extent of, and agree to pay for,
any deductible or retention amount that may be payable in connection with any claim covered by
either under the foregoing Insurance Coverage or any prior similar policy.



     11.9 Injunction. The satisfaction, release, and discharge pursuant to this Article XI of
this Plan shall also act as an injunction against any Person commencing or continuing any action,
employment of process, or act to collect, offset, or recover any Claim or Cause of Action
satisfied, released, or discharged under this Plan to the fullest extent authorized or provided by
the Bankruptcy Code, including, without limitation, to the extent provided for or authorized by
sections 524 and 1141 thereof.



     11.10 Central States Settlement. Notwithstanding anything to the contrary contained in this Plan
and assuming that no complete withdrawal as contemplated pursuant to 29 U.S.C. §§ 1383 and 1385
occurs prior to or in connection with this Plan (all as previously agreed to in the Settlement
Agreement dated November 14, 2006 (as approved by the Bankruptcy Court on November 13, 2006)), any
claim against or liability of (including, without limitation, any liability or claim for withdrawal
liability under 29 U.S.C. §§ 1383 and 1385) any of the Debtors or any third-party to the Central
States Fund, a multi-employer plan as that term is defined by 29 U.S.C. § 1301(a)(3) (the
“Central States Plan”), specifically including Claim Nos. 9205, 9206, 9207, 9208, 9209,
9214, 9215, 9216 and 9217, is left unimpaired under this Plan, shall not be discharged and shall
continue unaltered as if the Chapter 11 Cases had not been commenced, nor shall any third-party be
released from any liability or claim that the Central States Plan may have against that third-party
as a result of any one of the Debtor’s participation in the Central States Plan. The Debtors shall
seek inclusion of the foregoing in the Confirmation Order. In light of the foregoing provisions,
the Central States Plan shall have no right to receive any distribution on account of the Complete
Withdrawal Claim (as such term is defined in the Settlement Agreement referred to in this Section
11.10) and shall not be permitted to vote on or object to this Plan on account of such contingent
claim. Nothing contained herein is intended to alter the terms of the Settlement Agreement
referred to this Section 11.10.



     11.11 Other Pension Plans. Notwithstanding anything to the contrary contained in this Plan, to the
extent the withdrawal liability under 29 U.S.C. §§ 1383 and 1385 as asserted or assertable by the
Retail, Wholesale and Department Store International Union and Industry Pension Fund, New York
State Teamsters Conference Pension and Retirement Fund, Western Pennsylvania Teamsters and
Employers Pension Fund and New England Teamsters and Trucking Industry Pension



A-63









 







Fund has not yet been incurred and remains a potential withdrawal liability of the Debtors as of
the Effective Date, then such withdrawal liability claim shall continue unaltered as if the Chapter
11 Cases had not been commenced, nor shall any third-party be released from any potential
withdrawal liability claim that the Retail, Wholesale and Department Store International Union and
Industry Pension Fund, New York State Teamsters Conference Pension and Retirement Fund, Western
Pennsylvania Teamsters and Employers Pension Fund and New England Teamsters and Trucking Industry
Pension Fund may have against a third-party as a result of the Debtors’ participation in the
Retail, Wholesale and Department Store International Union and Industry Pension Fund, New York
State Teamsters Conference Pension and Retirement Fund, Western Pennsylvania Teamsters and
Employers Pension Fund and New England Teamsters and Trucking Industry Pension Fund. None of the
foregoing shall have a right to receive any distribution on account of a withdrawal liability claim
that has not yet been incurred and remains a potential withdrawal liability claim and shall not be
permitted to vote on or object to this Plan on account of such withdrawal liability claim.



ARTICLE XII




CONDITIONS PRECEDENT




     12.1 Conditions to Confirmation. The following are conditions precedent to confirmation of this
Plan that must be satisfied unless waived in accordance with Section 12.3 of this Plan:



          (a) The Bankruptcy Court shall have approved a disclosure statement with respect to this Plan
in form and substance reasonably satisfactory to the Debtors, the Prepetition Investors and Equity
Investors.



          (b) The Confirmation Order, this Plan, and all exhibits and annexes to each of this Plan and
the Confirmation Order shall be in form and substance reasonably satisfactory to the Debtors, the
Prepetition Investors and Equity Investors.



     12.2 Conditions to Consummation. The following are conditions precedent to the occurrence of the
Effective Date, each of which must be satisfied unless waived in accordance with Section 12.3 of
this Plan:



          (a) The Bankruptcy Court shall have entered one or more orders (which may include the
Confirmation Order) authorizing the rejection of unexpired leases and executory contracts by the
Debtors as contemplated by Section 7.2 hereof.



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          (b) The Debtors shall have entered into the New Credit Facilities, the New Convertible Secured
Note Indenture and the New Third Lien Term Loan Credit Facility and all conditions precedent to the
consummation thereof shall have been waived (subject to any applicable consent requirements) or
satisfied in accordance with the terms thereof.



          (c) All conditions precedent in the Investment Agreement shall have been waived (subject to
any applicable consent requirements) or satisfied in accordance with the terms thereof.



          (d) The Confirmation Order, with the Plan and all exhibits and annexes to each, in form and
substance reasonably acceptable to the Debtors, the Prepetition Investors and Equity Investors,
shall have been entered by the Bankruptcy Court on or before January 15, 2009, and shall be a Final
Order, and no request for revocation of the Confirmation Order under section 1144 of the Bankruptcy
Code shall have been made, or, if made, shall remain pending; provided, however,
that if the Confirmation Order has not become a Final Order because a notice of appeal has been
timely filed and the parties are not stayed or enjoined from consummating the Investment or the
Transaction, this Section 12.2(c) shall be deemed satisfied unless the effect of the appeal could
reasonably be expected to be adverse to the business, operations, property, condition (financial or
otherwise) or prospects of the Reorganized Debtors and their direct and indirect subsidiaries,
taken as a whole, or adverse to Equity Investors or the Prepetition Investors, in each case as
determined by Equity Investors or the Prepetition Investors, respectively.



          (e) The Bankruptcy Court shall have entered the Intercreditor Settlement Order.



          (f) All actions, documents and agreements necessary to implement this Plan shall be in form
and substance reasonably satisfactory to the Debtors, Equity Investors and the Prepetition
Investors and shall have been effected or executed as applicable.



          (g) The Confirmation Date shall have occurred and the Confirmation Order shall, among other
things, provide that:




          (i) the provisions of the Confirmation Order and this Plan are nonseverable and
mutually dependent;




          (ii) all executory contracts or unexpired leases assumed by the Debtors during the
Chapter 11 Cases or under this Plan shall be assigned and transferred to, and remain in
full force and effect for the benefit of, the Reorganized Debtors, notwithstanding any
provision in such contract or lease (including those described in sections 365(b)(2) and
365(f) of the Bankruptcy



A-65









 







Code) that prohibits such assignment or transfer or that enables or requires
termination of such contract or lease;




          (iii) the transfers of property by the Debtors (A) to the Reorganized Debtors (1) are
or shall be legal, valid, and effective transfers of property, (2) vest or shall vest the
Reorganized Debtors with good title to such property free and clear of all liens, charges,
Claims, encumbrances, or Interests, except as expressly provided in this Plan or
Confirmation Order, (3) do not and shall not constitute avoidable transfers under the
Bankruptcy Code or under applicable non-bankruptcy law, and (4) do not and shall not
subject the Reorganized Debtors to any liability by reason of such transfer under the
Bankruptcy Code or under applicable non-bankruptcy law, including, without limitation, any
laws affecting successor or transferee liability, and (B) to Claimholders under this Plan
are for good consideration and value;




          (iv) except as expressly provided in this Plan or the Confirmation Order, the Debtors
are discharged effective upon the Effective Date from any “debt” (as that term is defined
in section 101(12) of the Bankruptcy Code), and the Debtors’ liability in respect thereof
is extinguished completely, whether reduced to judgment or not, liquidated or unliquidated,
contingent or noncontingent, asserted or unasserted, fixed or unfixed, matured or
unmatured, disputed or undisputed, legal or equitable, known or unknown, or that arose from
any agreement of the Debtors entered into or obligation of the Debtors incurred before the
Effective Date, or from any conduct of the Debtors prior to the Effective Date, or that
otherwise arose before the Effective Date, including, without limitation, all interest, if
any, on any such debts, whether such interest accrued before or after the Petition Date;




          (v) the applicable provisions of the Reconstitution Order are incorporated into this
Plan and or the Confirmation Order, as required by the Reconstitution Order;




          (vi) this Plan does not provide for the liquidation of all or substantially all of the
property of the Debtors and its confirmation is not likely to be followed by the
liquidation of the Reorganized Debtors or the need for further financial reorganization;




          (vii) all Interests (except Subsidiary Interests and Mrs. Cubbison’s Interests, but
including the Brands Preferred Stock) are terminated effective upon the Effective Date;




          (viii) the issuance to the Prepetition Lenders of the New Convertible Secured Notes
(including the New Common Stock into which such New Convertible Secured Notes are
convertible) and the distribution



A-66









 







thereof shall be exempt from registration under applicable securities laws pursuant to
section 1145(a) of the Bankruptcy Code; and




          (ix) the Prepetition Lender Actions, and any adversary proceedings filed in connection
therewith, are dismissed with prejudice.



          (h) The Trust Assets shall have been transferred to the Creditors’ Trust and the Allowed
Amount of the Old Convertible Note Indenture Trustee Fee Claim shall have been paid in Cash to the
Old Convertible Note Indenture Trustee in accordance with Section 9.7(a) of this Plan.



          (i) All documents implementing the terms of the Intercreditor Settlement, including the Trust
Stock Appreciation Rights, shall be in form and substance reasonably satisfactory to Equity
Investors and the Prepetition Investors.



          (j) All documents implementing the terms of the Intercreditor Settlement, including the Trust
Stock Appreciation Rights, shall be in form and substance reasonably satisfactory to the Creditors’
Committee.



     12.3 Waiver of Conditions to Confirmation or Consummation. The conditions set forth in Sections
12.1 and 12.2 (other than the condition set forth in Section 12.2(e), 12.2(h) and 12.2(j)) of this
Plan may be waived by the Debtors subject to such waiver being reasonably satisfactory to Equity
Investors and the Prepetition Investors, without any notice to any other parties-in-interest or the
Bankruptcy Court and without a hearing. The failure to satisfy or waive any conditions to the
Confirmation Date or the Effective Date may be asserted by the Debtors in their sole discretion
regardless of the circumstances giving rise to the failure of such condition to be satisfied
(including any action or inaction by the Debtors in their sole discretion). The failure of the
Debtors in their sole discretion to exercise any of the foregoing rights shall not be deemed a
waiver of any other rights, and each such right shall be deemed an ongoing right, which may be
asserted at any time. The conditions set forth in Section 12.2(e), 12.2(h) and 12.2(j) may be
waived by the Debtors subject to such waiver being acceptable to the Creditors’ Committee.



ARTICLE XIII




RETENTION OF JURISDICTION




     Pursuant to sections 105(a) and 1142 of the Bankruptcy Code, the Bankruptcy Court shall have
exclusive jurisdiction of all matters arising out of, and related to, the Chapter 11 Cases and this
Plan (except in the case of the New Credit Facility Documents, the New Convertible Secured Notes,
the New Third Lien Term Loan, the Warrants, the New Common Stock and the Stockholders’ Agreement,
which shall be



A-67









 




subject to the jurisdiction indicated in the definitive documentation thereof), including,
among others, the following matters:




          (a) to hear and determine pending motions for (i) the assumption or rejection or (ii) the
assumption and assignment of executory contracts or unexpired leases to which the Debtors are a
party or with respect to which the Debtors may be liable, and to hear and determine the allowance
of Claims resulting therefrom including the amount of Cure, if any, required to be paid;



          (b) to adjudicate any and all adversary proceedings, applications, and contested matters that
may be commenced or maintained pursuant to the Chapter 11 Cases or this Plan, or the Trust
Agreement, proceedings to adjudicate the allowance of Disputed Claims, and all controversies and
issues arising from or relating to any of the foregoing;



          (c) to adjudicate any and all disputes arising from the distribution of the New Convertible
Secured Notes, the New Common Stock and the Warrants;



          (d) to ensure that distributions to Allowed Claimholders are accomplished as provided herein
and in the Trust Agreement;



          (e) to hear and determine any and all objections to the allowance of Claims and the estimation
of Claims, both before and after the Confirmation Date, including any objections to the
classification of any Claim, and to allow or disallow any Claim, in whole or in part;



          (f) to enter and implement such orders as may be appropriate if the Confirmation Order is for
any reason stayed, revoked, modified, or vacated;



          (g) to issue orders in aid of execution, implementation, or consummation of this Plan;



          (h) to enter such orders as may be necessary for the Trustee to satisfy its obligations
pursuant to the Trust Agreement;



          (i) to consider any modifications of this Plan, to cure any defect or omission, or to
reconcile any inconsistency in any order of the Bankruptcy Court, including, without limitation,
the Confirmation Order;



          (j) to hear and determine all applications for compensation and reimbursement of Professional
Claims under this Plan or under sections 330, 331, 503(b), 1103, and 1129(a)(4) of the Bankruptcy
Code;



A-68









 





          (k) to determine requests for the payment of Claims entitled to priority under section
507(a)(1) of the Bankruptcy Code, including compensation of and reimbursement of expenses of
parties entitled thereto;



          (l) to hear and determine disputes arising in connection with the interpretation,
implementation, or enforcement of this Plan, the Confirmation Order or the Trust Agreement,
including disputes arising under agreements, documents, or instruments executed in connection with
this Plan;



          (m) to hear and determine all suits or adversary proceedings to recover assets of the Debtors
and property of its Estates, wherever located;



          (n) to hear and determine matters concerning state, local, and federal taxes in accordance
with sections 346, 505, and 1146 of the Bankruptcy Code;



          (o) to hear any other matter not inconsistent with the Bankruptcy Code;



          (p) to hear and determine all disputes involving the existence, nature, or scope of the
Debtors’ discharge, including any dispute relating to any liability arising out of the termination
of employment or the termination of any employee or retiree benefit program, regardless of whether
such termination occurred prior to or after the Effective Date;



          (q) to hear and determine all disputes involving the releases and exculpations granted herein
and the injunctions established herein;



          (r) to enter a final decree closing the Chapter 11 Cases; and



          (s) to enforce all orders previously entered by the Bankruptcy Court.


Unless otherwise specifically provided herein or in a prior order of the Bankruptcy Court, the
Bankruptcy Court shall have exclusive jurisdiction to hear and determine disputes concerning
Claims, Interests, Retained Actions, the Trust Agreement, the Trust Assets and the Trust Claims and
any motions to compromise or settle such disputes.




A-69









 








ARTICLE XIV




MISCELLANEOUS PROVISIONS




     14.1 Binding Effect. As of the Effective Date, this Plan shall be binding upon and inure to the
benefit of the Debtors, the Reorganized Debtors, all present and former Claimholders, all present
and former Interestholders, other parties-in-interest and their respective heirs, successors, and
assigns.



     14.2 Modification and Amendments. The Debtors may alter, amend, or modify this Plan or any
Exhibits hereto under section 1127(a) of the Bankruptcy Code, in a form that is reasonably
satisfactory to Equity Investors and the Prepetition Investors, at any time prior to the
Confirmation Hearing. After the Confirmation Date and prior to substantial consummation of this
Plan as defined in section 1101(2) of the Bankruptcy Code, the Debtors may, under section 1127(b)
of the Bankruptcy Code, institute proceedings in the Bankruptcy Court to remedy any defect or
omission or reconcile any inconsistencies in this Plan, the Disclosure Statement, or the
Confirmation Order, and such matters as may be necessary to carry out the purposes and effects of
this Plan.



     14.3 Withholding and Reporting Requirements. In connection with this Plan and all instruments
issued in connection therewith and distributions thereunder, the Debtors shall comply with all
withholding and reporting requirements imposed by any federal, state, local, or foreign taxing
authority, and all distributions hereunder shall be subject to any such withholding and reporting
requirements.



     14.4 Allocation of Plan Distributions Between Principal and Interest. To the extent that any
Allowed Claim entitled to a distribution under this Plan is composed of indebtedness and accrued
but unpaid interest thereon, such distribution shall, for United States federal income tax
purposes, be allocated to the principal amount of the Claim first and then, to the extent the
consideration exceeds the principal amount of the Claim, to accrued but unpaid interest.



     14.5 Creditors’ Committee. Effective on the Effective Date, the Creditors’ Committee shall
dissolve automatically, whereupon its members, professionals, and agents shall be released from any
further duties and responsibilities in the Chapter 11 Cases and under the Bankruptcy Code, except
with respect to applications for Professional Claims. The professionals retained by the Creditors’
Committee shall not be entitled to compensation and reimbursement of expenses for services rendered
after the Effective Date, except for services rendered in connection with (a) the implementation of
the transactions contemplated to occur on the Effective Date hereunder and (b) applications for
allowance of compensation and reimbursement of expenses pending on the Effective Date or filed
after the Effective Date pursuant to Section 9.2 hereof.



A-70









 





     14.6 Payment of Statutory Fees. All fees payable pursuant to section 1930 of title 28 of the
United States Code, as of the entry of the Confirmation Order as determined by the Bankruptcy Court
at the Confirmation hearing, shall be paid on the Effective Date. The Reorganized Debtors will
continue to pay fees pursuant to section 1930 of title 28 of the United States Code as required by
that section.



     14.7 Revocation, Withdrawal, or Non-Consummation.



          (a) Right to Revoke or Withdraw. Each Debtor reserves the right to revoke or withdraw this
Plan at any time prior to the Effective Date.



          (b) Effect of Withdrawal, Revocation, or Non-Consummation. If the Debtors revoke or withdraw
this Plan prior to the Effective Date, or if the Confirmation Date or the Effective Date does not
occur, then this Plan, any settlement, or compromise embodied in this Plan (including the fixing or
limiting to an amount certain any Claim or Interest or Class of Claims or Interests), the
assumption or rejection of executory contracts or unexpired leases effected by this Plan, and any
document or agreement executed pursuant to this Plan shall be null and void. In such event,
nothing contained herein, and no acts taken in preparation for consummation of this Plan, shall be
deemed to constitute a waiver or release of any Claims by or against or Interests in the Debtors or
any other Person, to prejudice in any manner the rights of the Debtors or any other Person in any
further proceedings involving the Debtors, or to constitute an admission of any sort by the Debtors
or any other Person.



     14.8 Notices. Any notice required or permitted to be provided to the Debtors, the Creditors’
Committee, the Prepetition Agent, the DIP Agent, the Prepetition Investors or Equity Investors
under this Plan shall be in writing and served by (a) certified mail, return receipt requested, (b)
hand delivery, or (c) overnight delivery service, to be addressed as follows:


If to the Debtors:



INTERSTATE BAKERIES CORPORATION

12 E Armour Blvd

Kansas City, Missouri 64111

Attn:       General Counsel



with copies to:



SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

333 West Wacker Drive, Suite 2100

Chicago, Illinois 60606-1285

Attn:       J. Eric Ivester



– and –




A-71









 







STINSON MORRISON HECKER LLP

1201 Walnut, Suite 2900

Kansas City, Missouri 64106-2150

Attn:       Paul M. Hoffmann (Missouri Bar No. 31922)



If to the Creditors’ Committee:



LOWENSTEIN SANDLER PC

65 Livingston Avenue

Roseland, New Jersey 07068

Attn:       Kenneth Rosen



– and –



SHUGART THOMASON & KILROY PC

120 West 12th Street

Kansas City, Missouri 64105

Attn:       Paul Sinclair



If to the Prepetition Agent:



SIMPSON THACHER & BARTLETT LLP

425 Lexington Avenue, 27th Floor

New York, New York 10017

Attn:       Kenneth Ziman



– and –



SPENCER FANE BRITT & BROWNE LLP

1000 Walnut, Suite 1400

Kansas City, Missouri 64106

Attn:       Scott Goldstein



If to the DIP Agent:



BRYAN CAVE, LLP

One Metropolitan Square

211 North Broadway, Suite 3600

St. Louis, Missouri 64106

Attn:       Gregory D. Willard




A-72









 







If to Silver Point:



SILVER POINT FINANCE, LLC

2 Greenwich Plaza, 1st FL

Greenwich, Connecticut 06830

Attn:       Fred Fogel



with a copy to:



PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

1285 Avenue of the Americas

New York, New York 10019-6064

Attn:       Alan W. Kornberg



If to Monarch Alternative Capital L.P.:



MONARCH ALTERNATIVE CAPITAL L.P.

535 Madison Avenue

17th Floor

New York, New York 10022

Attn:      Robert G. Burns



If to McDonnell Investment Management LLC:



MCDONNELL INVESTMENT MANAGEMENT LLC

Alternative Credit Strategies Group

1515 West 22nd Street, 11th Floor

Oak Brook, Illinois 60523

Attn:       Zoltan Donovan



with a copy to:



WINSTON & STRAWN LLP

Winston & Strawn LLP

35 W. Wacker Drive

Chicago, Illinois 60601-9703

Attn:       Jai S. Khanna



If to Equity Investors:



IBC INVESTORS I, LLC

c/o Ripplewood Holdings L.L.C.

One Rockefeller Plaza, 32nd Floor

New York, New York 10020

Attn:       Christopher Minnetian, Esq.




A-73









 







with a copy to:



CRAVATH, SWAINE & MOORE LLP

Worldwide Plaza

825 Eighth Avenue

New York, New York 10019-7475



Attn:       Richard Levin, Esq.




     14.9 Term of Injunctions or Stays. Unless otherwise provided herein or in the Confirmation Order,
all injunctions or stays provided for in the Chapter 11 Cases under sections 105 or 362 of the
Bankruptcy Code or otherwise, and extant on the Confirmation Date, shall remain in full force and
effect until the Effective Date.



     14.10 Governing Law. Unless a rule of law or procedure is supplied by federal law (including the
Bankruptcy Code and Bankruptcy Rules) or unless otherwise specifically stated herein or in the
relevant governing agreement, document or instrument, the laws of the State of New York shall
govern the construction and implementation of this Plan, any agreements, documents, and instruments
executed in connection with this Plan.



     14.11 Waiver and Estoppel. Each Claimholder or Interestholder shall be deemed to have waived any
right to assert that its Claim or Interest should be Allowed in a certain amount, in a certain
priority, secured or not subordinated by virtue of an agreement made with the Debtors and/or their
counsel, the Creditors’ Committee and/or its counsel, or any other Person, if such agreement was
not disclosed in this Plan, the Disclosure Statement, or papers filed with the Bankruptcy Court
prior to the Confirmation Date.



     14.12 Rights of Equity Investors. Notwithstanding anything herein to the contrary or an
affirmative vote to accept this Plan, nothing contained in this Plan shall alter, amend, or modify
the rights of Equity Investors under the Commitment Letter or the Investment Agreement unless such
alteration, amendment, or modification has been agreed to in writing by Equity Investors in
accordance with the terms of the Commitment Letter or the Investment Agreement, as applicable.



     14.13 Rights of the Prepetition Investors. Notwithstanding anything herein to the contrary or an
affirmative vote to accept this Plan, nothing contained in this Plan shall alter, amend, or modify
the rights of the Prepetition Investors under the New Credit Facility Documents, the Commitment
Letter or the Term Loan Facility Commitment Papers unless such alteration, amendment, or
modification has been agreed to in writing by the Prepetition Investors.



A-74









 





     14.14 Allowance of Old Convertible Notes Claim. The Old Convertible Notes Claim shall be Allowed
in the amount of $100,649,000. The Allowed Old Convertible Notes Claim shall not be reduced on
account of payment of the Old Convertible Note Indenture Trustee Fee Claim.



A-75









 






			
	Dated:	 	Kansas City, Missouri
October 31, 2008






INTERSTATE BAKERIES CORPORATION AND ITS
AFFILIATES AND SUBSIDIARIES THAT ARE ALSO DEBTORS AND
DEBTORS-IN-POSSESSION IN THE CHAPTER 11 CASES



	 	 	 	 	 
	 	 	 
	 	By:  	                                        /s/ Craig D. Jung
 	 
	 	 	Craig D. Jung 	 
	 	 	Chief Executive Officer of Interstate Bakeries
Corporation 	 
	 



SKADDEN, ARPS, SLATE,

  MEAGHER & FLOM LLP

333 West Wacker Drive

Chicago, Illinois 60606-1285

Attn:   J. Eric Ivester



Samuel S. Ory



– and –




SKADDEN, ARPS, SLATE,

  MEAGHER & FLOM LLP

Four Times Square

New York, New York 10036-6522

Attn:   J. Gregory Milmoe (JM 0919)



– and –




STINSON MORRISON HECKER LLP

1201 Walnut, Suite 2900

Kansas City, MO 64106-2150

Attn:   Paul M. Hoffmann (Missouri Bar No. 31922)




ATTORNEYS FOR INTERSTATE BAKERIES

CORPORATION AND ITS SUBSIDIARIES AND

AFFILIATES THAT ARE ALSO DEBTORS AND

DEBTORS-IN-POSSESSION IN THE CHAPTER 11

CASES




 









 





PLAN EXHIBIT A-1




NONEXCLUSIVE LIST

OF RETAINED ACTIONS AND AVOIDANCE CLAIMS




To be furnished to the Commission upon request




 









 








PLAN EXHIBIT A-2




TRUST AVOIDANCE CLAIMS




To be furnished to the Commission upon request.




 









 








PLAN EXHIBIT B




SCHEDULE OF CAPITAL LEASES




To be furnished to the Commission upon request.




 









 








PLAN EXHIBIT C




INTERCREDITOR SETTLEMENT ORDER




To be furnished to the Commission upon request.




 









 








PLAN EXHIBIT D




INVESTMENT AGREEMENT




To be furnished to the Commission upon request.




 









 








PLAN EXHIBIT E




SUMMARY DESCRIPTION OF LONG TERM INCENTIVE PLAN




To be furnished to the Commission upon request.




 









 








PLAN EXHIBIT F




SUMMARY DESCRIPTION OF NEW COMMON STOCK




To be furnished to the Commission upon request.




 









 








PLAN EXHIBIT G




SUMMARY DESCRIPTION OF NEW CONVERTIBLE SECURED NOTES




To be furnished to the Commission upon request.




 









 








PLAN EXHIBIT H




SUMMARY DESCRIPTION OF NEW THIRD LIEN TERM LOAN




To be furnished to the Commission upon request.




 









 








PLAN EXHIBIT I




SUMMARY DESCRIPTION OF RESTRUCTURING TRANSACTIONS




To be furnished to the Commission upon request.




 









 








PLAN EXHIBIT J




INTERSTATE BAKERIES CORPORATION

FORM OF STOCKHOLDERS’ AGREEMENT




To be furnished to the Commission upon request.




 









 








PLAN EXHIBIT K




FORM OF CREDITORS’ TRUST AGREEMENT




To be furnished to the Commission upon request.




 









 








PLAN EXHIBIT L




FORM OF CERTIFICATE OF INCORPORATION




To be furnished to the Commission upon request.




 









 








PLAN EXHIBIT M




FORM OF BYLAWS




To be furnished to the Commission upon request.




 









 








PLAN EXHIBIT N




SUMMARY DESCRIPTION OF TERMS OF EMPLOYMENT

OF CERTAIN KEY EXECUTIVES




To be furnished to the Commission upon request.




 









 








PLAN EXHIBIT O




SCHEDULE OF ASSUMED UNEXPIRED LEASES

AND NON-UNION EXECUTORY CONTRACTS




To be furnished to the Commission upon request.