Amendment to Consulting Agreement between Interstate Bakeries Corporation, Affiliates, and Charles A. Sullivan

Summary

This amendment updates the consulting agreement between Interstate Bakeries Corporation (and its affiliates) and Charles A. Sullivan. It changes the monthly consulting fee to $33,333.33 from June 1, 2003 to April 30, 2004, and to $16,666.67 from May 1, 2004 to May 28, 2005, with payments due on the first business day of each month. All other terms of the original agreement remain unchanged.

EX-10.3.1 2 c08444exv10w3w1.htm AMENDMENT TO THE CONSULTING AGREEMENT exv10w3w1

Exhibit 10.3.1

AMENDMENT TO
CONSULTING AGREEMENT

THIS AMENDMENT TO CONSULTING AGREEMENT (the “Amendment”) is made and entered into as of the 24^th day of June, 2004, but is effective as of May 1, 2004, by and among INTERSTATE BAKERIES CORPORATION, INTERSTATE BRANDS CORPORATION AND INTERSTATE BRANDS WEST CORPORATION, each a Delaware corporation (collectively, the “Companies”), and CHARLES A. SULLIVAN, an individual (“Sullivan”).

WHEREAS, the Companies and Sullivan entered into that certain Consulting Agreement (the “Agreement”), dated as of October 2, 2002, whereby Sullivan is providing consulting services to the Companies; and

WHEREAS, the Companies and Sullivan now desire to amend the Agreement as provided below.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Amendment, the sufficiency of which is hereby agreed and acknowledged, the parties agree as follows:

1. Subsection (b) of Section VII. Compensation is deleted in its entirety and replaced with the following language:

(b) from June 1, 2003 to April 30, 2004, fees equal to Thirty-Three Thousand Three Hundred Thirty-Three Dollars and Thirty-Three Cents ($33,333.33) per month and from May 1, 2004 to May 28, 2005 fees equal to Sixteen Thousand Six Hundred Sixty-Six Dollars and Sixty-Seven Cents ($16,666.67) per month, in each case to be paid on the first business day of each calendar month;

2. Except as expressly modified by this Amendment, the Agreement remains in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representatives as of the day and year first above written.


	INTERSTATE BAKERIES CORPORATION
	By:	/s/ James R. Elsesser
		James R. Elsesser
		Chairman of the Board and Chief Executive Officer


	INTERSTATE BRANDS CORPORATION
	By:	/s/ James R. Elsesser
		James R. Elsesser
		Chairman of the Board and Chief Executive Officer


		/s/ Charles A. Sullivan
		Charles A. Sullivan, an Individual