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Hearing Date: November 19, 2012 at 2:00p.m.

Jeffrey R. Freund Zoe L. Palitz BREDHOFF & KAISER, P.L.L.C. 805 Fifteenth Street N.W., 10th Floor Washington, D.C. 20005 Telephone: (202) 842-2600 Facsimile: (212) 842-1888 Counsel to Bakery, Confectionery, Tobacco Workers and Grain Millers International Union and Affiliated Local Unions Representing Debtors Employees UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------x In re: : : Hostess Brands, Inc., et al.,1 : : Debtors. : : ------------------------------------------------------------x

Chapter 11 Case No. 12-22052 (RDD) Jointly Administered

JOINDER OF THE BAKERY, CONFECTIONERY, TOBACCO WORKERS AND GRAIN MILLERS INTERNATIONAL UNION IN OBJECTIONS TO DEBTORS EMERGENCY WINDDOWN MOTION AND MOTION PURUSUANT TO SECTION 1113(e) OF THE BANKRUPTCY CODE TO THE HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE: The Bakery, Confectionery, Tobacco Workers and Grain Millers International Union, on behalf of its thirty-five local unions who are the authorized representatives of certain of the Debtors employees and retirees (collectively, BCTGM or the Union) respectfully submits the following joinder in the Bakery and Confectionery Union and Industry International Pension Funds (B&C Fund) Limited Objection to Debtors Emergency Wind The Debtors in these chapter 11 cases, along with the last four digits of each Debtors federal taxpayer identification number are as follows: (i) Hostess Brands, Inc. (0322); (ii) IBC Sales Corporation (3634); (iii) IBC Services, LLC (3639); (iv) IBC Trucking, LLC (8328); (v) Interstate Brands Corporation (6705); and (vi) MCF Legacy, Inc. (0599). 1
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Down Motion, Dkt. No __ (Nov. 19, 2012); the Response of International Association of Machinists and Aerospace Workers, AFL-CIO (IAM) to the Emergency Winddown Motion, Dkt. No. 1741 (Nov. 19, 2012); the Objection of the IAM to Debtors Emergency Motion for Relief Under Bankruptcy Code 1113(e), Dkt No. 1711 (Nov. 18, 2012); the Memorandum of Law of the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union (USW) in Opposition to the Emergency Motion and Memorandum of Law Pursuant to Section 1113(e) of the Bankruptcy Code, Dkt. No 1732 (Nov. 18, 2012); the Memorandum of Law of Local 12 of the Office and Professional Employees International Union (OPEIU) in Opposition to the Emergency Motion and Memorandum of Law Pursuant to Section 1113(e) of the Bankruptcy Code, Dkt. No 1736 (Nov. 18, 2012); the Objection of IUOE Stationary Engineers Local 39 to Motion for 1113(e) Relief, Dkt. No 1729 (Nov. 17, 2012); and the Objection of the United Automobile, Aerospace and Agricultural Implement Workers of America, Local 2828 (UAW) to the Emergency Motion Pursuant to Section 1113e of the Bankruptcy Code, Dkt. No 1734 (Nov. 18, 2012). Preliminary Statement 1. Since the beginning of this chapter 11 case indeed, beginning during the

Companys previous chapter 11 case the BCTGM has been focused on a single objective: compelling the Company to restructure itself in a manner that would provide a real, rather than an illusory or theoretical, likelihood of establishing a stable business with secure jobs for thousands of employees. As we describe in the paragraphs that follow (see particularly paragraphs 7-10), no one paid attention to the BCTGM. Now everyone is. But blaming the BCTGM for the Companys liquidation is no more credible than blaming an isolated gust of

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wind for blowing over a tree, when it was the trees shallow, rotted root structure that was actually responsible. 2. By joining the B&C Funds limited objection and IAMs response to the

Debtors Winddown Motion, the BCTGM seeks to advance the objective it has always sought. It desires to expeditiously put the Companys assets into the hands of true baking industry operators who will have a fighting chance of operating a baking business, rather than leave them with management and lenders whose intransience and unwillingness to face directly the Companys real problems has driven it into bankruptcy twice. Because the Debtors wind down plan does not include a procedure for a prompt 363 sales process, the BCTGM joins in the B&C Funds and IAMs filings. In the event the Debtors cure that defect prior to the hearing on final relief, the BCTGMs objection will have been resolved. If it does not, the BCTGM reserves the right to seek other relief authorized by the Code to accomplish this result. 3. Separately, the BCTGM joins in the objections of the IAM, USW, OPEIU,

IUOE, and UAW to the Debtors Section 1113(e) Motion. Factual Background A. First Bankruptcy and Events Leading to the Second Bankruptcy 4. On September 22, 2004, the Debtors predecessors in interest, Interstate

Bakeries Corp. (IBC) and seven of its affiliates (collectively, the 2004 Debtors), filed for protection under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Western District of Missouri (the 2004 Bankruptcy). Among the reasons for filing cited by the 2004 Debtors were rising healthcare and pension costs required to be paid under the various collective bargaining agreements. See In re Interstate Brands Corp. et al., Case No. 04-45814 (JWV) (Bankr. W.D. Mo.), Declaration of Ronald B. Hutchison in Support of Chapter 11 Petitions and First Day Motions, Dkt. No. 7 (Sept. 22, 2004) at 25. In order to reorganize, the 3

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2004 Debtors claimed that they needed to achieve meaningful savings in their health and welfare plans. See id., Disclosure Statement With Respect to Amended Joint Plan of Reorganization of Interstate Bakeries Corporation and its Affiliated Debtors and Debtors in Possession (2004 Disclosure Statement), Dkt. No. 11487 (Oct. 31, 2008) at p. 28. 5. By the 2004 Debtors own admission, BCTGM engaged in intense,

around-the-clock negotiations to reach a comprehensive labor deal. See id., Motion For Order Under 11 U.S.C. 1113(c) (2004 Rejection Motion), Dkt. No. 10304 (Feb. 21, 2008) at 2; see also 2004 Disclosure Statement at p. 28. As a result of these efforts, BCTGM and the 2004 Debtors entered into Modification Agreements which generally provided for: (i) changes in work rules. . . ; and (ii) changes in the various health and welfare plans such that the Company will achieve total savings of approximately $20 million in the first year, and an additional $2 million each year thereafter. See 2004 Disclosure Statement at p. 28. The 2004 Debtors described the Modification Agreements as representing important concessions in critical areas for IBC, including changes [in] its health and welfare plan that will enable IBC to achieve significant labor cost savings and successfully restructure through implementation of its business plan. See 2004 Rejection Motion at 2. The BCTGM also agreed to a significant restructuring of the way the Route Sales Representatives (RSRs) it represented delivered IBCs product. 6. With significant labor concessions in hand, the 2004 Debtors were able to

confirm their chapter 11 plan, which became effective on February 3, 2009. As part of the negotiations leading to the labor deal, the 2004 Debtors said that they would reinvest the monies saved through the BCTGMs concessions in the Company, specifically promising to focus on brand building, modernizing its plants and trucks, investing in new technology that other baking

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companies were employing and, importantly, developing new products to increase revenue in the face of a national trend away from sweet goods and bleached flour breads. 7. However, upon emergence, the Debtors were burdened with $773 million

in secured debt in excess of $100 million more than the 2004 Debtors had when the cases were initially filed. The BCTGM told the Debtors prior to emergence that this increased debt load unheard of in a chapter 11 process would make it impossible for the Company to keep its promises and would inevitably result in a second bankruptcy. It was right; instead of reinvesting the money saved as a result of the BCTGMs concessions, plant machinery was not replaced, new technology was ignored, and new product development never occurred. The Companys debt continued to grow, and its sales and revenue decreased. Moreover, while the Company implemented the agreed-upon restructuring of its RSR system for those comparatively few RSRs represented by BCTGM local unions, it did not implement them company-wide among the thousands of RSRs represented by other unions. B. Negotiations Before and During the Second Bankruptcy 8. In 2011, the Debtors found themselves in the inevitable financial

difficulties predicted by the BCTGM less than three years earlier. That led to a round of concession negotiations with the International Brotherhood of Teamsters (IBT) that failed in June of that year. Notably, throughout that period, the Company never approached the BCTGM 9. In early summer of 2011, officials of the Company visited with officers of

the BCTGM and made a presentation to them. Central to that presentation was the Companys acknowledgement of what everyone in the baking industry knew; Hostess production costs were neither excessive nor out of line with the market but its distribution costs were to the tune of between $80 million and $130 million annually. The Companys representatives also acknowledged that they were significantly over-leveraged, that Hostess could not support 5

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anything close to the existing debt structure, and that the combination of these factors was an impediment to the promised capital improvements and new product rollouts. These revelations were no surprise to the BCTGM it had made those same points during the Companys first bankruptcy, telling the emerging equity holders that they were confident the Company would be back in bankruptcy within a few years. 10. Accordingly, when advisors for the BCTGM began meeting with

Company representatives in the late summer, continuing literally until the day before this chapter 11 filing, they made two things crystal clear: (1) they were prepared to recommend to the BCTGM leadership that it accept concessions if, but only if, the Company (a) marked its distribution costs to market, (b) established a sustainable capital structure, (c) developed a plan for new revenue, and (d) gave meaningful successorship rights to the BCTGM; and (2) it was the BCTGM advisors view that if these conditions were not met, BCTGM workers were likely to strike the Company, because they had lost faith in it and believed that liquidation was preferable to the death spiral the Company had created. 11. It is now clear beyond peradventure that the Company did not believe the

BCTGM. Throughout the negotiations, both prior to and after the chapter 11 filing, the Company rejected every BCTGM effort to persuade it to engage in a real restructuring that would bring fairness to the workforce and produce at least a reasonable possibility of long term success. The Company also, apparently, did not believe that workers would strike.2 Painfully, it miscalculated seriously.

The Company is propagating the myth that BCTGM members were falsely told that there were buyers in the wings waiting to take over the Company. Workers were told no such thing. Instead, they were told truthfully that there were entities that had been following the case who continued to have interest in purchasing some or all of the Company. They were also told that there were no assurances anyone would step up. Finally, they were told that the 6

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C.

The Strike 12. On November 9, 2012, BCTGM members began a nationwide strike of

Hostess facilities. In addition to the striking plants, workers at other Hostess locations honored picket lines established by striking local unions. The BCTGM leadership explained that the members struck in response to the companys unilateral imposition of a horrendous contract, but also because: Since the first bankruptcy in 2004, BCTGM members across the country have taken dramatic wage and benefit concessions and watched as 21 Hostess plants were shut down and thousands of jobs lost. At the time of the first bankruptcy, Hostess workers were assured by management that money saved via concessions or plant closings would help make the company stronger, more vibrant, and more competitive. Instead, helpless Hostess employees watched as money that was supposed to go towards capital investment, product development, plant improvement and new equipment went to executive bonuses and payouts to the hedge funds that own Hostess Brands. They watched as the company illegally withdrew from all Taft-Hartley pension plans, saving more than $50 million in the first five months. The BCTGM learned that the then Hostess CEO was to be awarded a 300% raise, and at least nine other top executives were to receive raises ranging between 35% and 80%. See BCTGM Members Initiate National Strike at Hostess, http://bctgm.org/PDFs/NationalStrikeHostessBrands_11_9_12.pdf (last visited Nov. 18, 2012). 13. On November 12, 2012, three days into the strike, Hostess announced that

it was closing bakeries in St. Louis, Cincinnati and Seattle, explaining that the BCTGM strike has prevented the facilities from producing and delivering products. See Hostess to Close Selected Bakeries, http://www.hostessstrike.info/latest-updates/2012/11/12/hostess-to-closeselected-bakeries.html (last visited Nov. 18, 2012). But St. Louis Mayor Francis Slay told news reporters the next day that, I was told months ago they were planning on closing the site in St. Company had presented its last, best and final offer as non-negotiable and had stated that if it was not ratified, the Company would liquidate. Ninety-two percent of the BCTGM members voted to reject the offer in elections conducted using procedures identical to all BCTGM contract ratification votes and identical to the ratification votes during the last bankruptcy procedures which were hailed by the Company at the time. 7

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Louis. . . And there was no indication at that time it had anything to do with the strike the workers were waging. See Slay, I was Told Months Ago About Hostess Closure, http://stlouis.cbslocal.com/2012/11/13/slay-i-was-told-months-ago-about-hostess-closure/ (last visited Nov. 18, 2012). That is entirely consistent with the Companys second last, best, and final offer to the BCTGM, which indicated that Hostess was planning to close at least nine bakeries as part of its reorganization plan.3 Hostess attempt to blame workers for the Companys pre-planned business decisions struck workers as wholly disingenuous. 14. While the Company continued to blame its employees and the BCTGM

for its financial position, striking workers pointed to eight years of management failure by a series of Wall Street investors, restructuring experts, thirdtier managers from other nonbaking food companies and . . . a liquidation specialist amounting to [s]ix CEOs in eight years. . . . See Hostess in Current Condition Because of Failed Management, http://bctgm.org/PDFs/HostessLiquidation11_15_12.pdf (last visited Nov. 18, 2012). Hostess failed because its six management teams over the last eight years were unable to make it a profitable, successful business enterprise. Despite a commitment from the company after the first bankruptcy that the resources derived from the workers concessions would be plowed back into the company, this never materialized. Management refused to invest in modernizing its bakeries or devote necessary resources to advertising and marketing, product development and new technology. Business plan after business plan failed, leaving the company ever deeper in debt. See Hostess Demise a Decade in the Making, http://www.bctgm.org/PDFs/HostessPressRelease11-16-12.pdf (last visited Nov. 18, 2012). Throughout this long and difficult process, BCTGM members were well aware of the potential consequences of their actions[,] including the potential liquidation of the Company, but stood strong for dignity, justice and respect. Id. The BCTGM repeatedly asked Hostess which plants it intended to close. The Company refused to share this information. 8
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15.

The view that Hostess was terribly managed and overburdened with debt

was not the BCTGMs alone: As the national appetite for junk food waned, the company fell on hard times, struggling against rising labor and commodity costs. In 2004, it filed for bankruptcy for the first time. * * * But the new private equity backers loaded the company with debt, making it difficult to invest in new equipment. Earlier this year, Hostess had more than $860 million of debt. See As Labor Talks Collapse, Hostess Turns Out the Lights, http://dealbook.nytimes.com/2012/11/16/hostess-brands-says-it-will-liquidate/ (last visited Nov. 18, 2012). Hostess has clearly been mismanaged in recent years after having grown through the previous decades in ways that make its structure, including its labor force, especially complicated. But the end game is that private equity firms came in to do what they do: squeeze profits for their own multimillionaire investors at whatever cost to workers and to the company itself. Who cares if tens of thousands of workers are left unemployed and without the means to retire? Not Silver Point or Monarch, as long as they get their money. Who cares if Hostess exists tomorrow? Not Silver Point or Monarch, as long as they get their money. See Hostess Brands is a Microcosm of Whats Wrong with America, http://www.dailykos.com/story/2012/11/16/1162355/--Hostess-Brands-is-a-microcosm-of-whats-wrong-with-America (last visited Nov. 18, 2012). The companys burdensome debt traces back to Hostesss first trip through bankruptcy in 2004. Missteps by a private-equity firm, hedge funds and managers since burdened the company, despite its more than $2 billion in annual sales. * * * Increased costs for ingredients and fuel, a failure to adjust to demands for healthier foods, and the U.S. recession combined to weaken Hostess. See Twinkie Maker Hostess to Close, http://online.wsj.com/article/SB10001424127887324556304578122632560842670.html (last visited Nov. 18, 2012).

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D.

Debtors Winddown Motion and Request for Further Section 1113(e) Relief 16. On Friday, ten months after filing for chapter 11 protection, Hostess filed

a motion requesting approval to wind down and sell its assets. See Emergency Motion of Debtors and Debtors in Possession for Interim and Final Orders, Pursuant to Sections 105, 363, 365 and 503(C) of the Bankruptcy Code (the Winddown Motion), Dkt. No. 1710 (Nov. 16, 2012). In it, Debtors acknowledged that they were no longer seeking the reorganization of their businesses as economically viable and competitive going concerns[,] see Winddown Motion at 8, but rather to initiate a liquidation of their assets[,] id. at 47, that would lead to the cessation of Debtors operations[,] id. at 70. Indeed, following Fridays filings, the Company sent remaining workers home and placed locks on the gates of its baking facilities. In their Winddown Motion, Debtors note that continued operations would soon result in the Debtors completely running out of cash. Id. at 69. 17. Although [n]o viable buyer emerged for the Debtors as a whole[,]

Debtors state that they have a number of potentially-viable proposals to purchase limited pools of the Debtors assets. Id. at 21. Accordingly, Debtors anticipate filing in the near term certain motions seeking approval of a bid process for and sale of certain of their assets on a stand-alone basis. Id. 18. Debtors make clear, however, that even with a liquidation of assets, [i]t

is possible . . . that these estates will prove to be administratively insolvent[,] and therefore, the Liquidation Budget does not include provision for payment of all administrative claims that have accrued against the Debtors estates to date. Id. at 46. 19. Debtors also filed on Friday, for the third time this year, a request for

relief from its collectively bargained obligations to the BCTGM and its other unions pursuant to section 1113 of the Bankruptcy Code. See Emergency Motion of Debtors and Debtors in 10

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Possession Pursuant to Section 1113(e) of the Bankruptcy Code (Section 1113(e) Motion), Dkt. No. 1711 (Nov. 16, 2012). The motion is a transparent attempt to maximize the value of this liquidation for the secured lenders at the expense of the approximately 1,600 unionized employees that Debtors propose to retain for a limited period of time. Such an action would not be allowed if this case were liquidating in chapter 7, and should not be countenanced here. Joinder 20. The BCTGM hereby joins the objections of the B&C Fund, IAM, USW,

OPEIU, IUOE, and UAW. For the reasons stated in those objections, the BCTGM respectfully requests that the Debtors Winddown and Section 1113(e) Motions be denied. The BCTGM reserves its right to file additional objections prior to the hearing on final consideration of these motions, and to seek such further relief provided for by the Code.

Respectfully submitted, /s/ Jeffrey R. Freund Jeffrey R. Freund Zoe L. Palitz BREDHOFF & KAISER, P.L.L.C. 805 Fifteenth St., N.W., 10th Floor Washington, D.C. 20005 Tel: (202) 842-2600 Fax: (202) 842-1888 Counsel for the Bakery, Confectionery, Tobacco Workers and Grain Millers International Union and Affiliated Local Unions Representing Debtors Employees

Dated: November 19, 2012

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CERTIFICATE OF SERVICE I, Jeffrey R. Freund, certify that I am over 18 years of age and that on this the 19th day of November 2012, I caused to be served, (i) on chambers via hand delivery (ii) on all counsel of record by ECF and (iii) upon the parties listed below by email and USPS First Class Mail, a true and correct copy of the following: JOINDER OF THE BAKERY, CONFECTIONERY, TOBACCO WORKERS AND GRAIN MILLERS INTERNATIONAL UNION IN OBJECTIONS TO DEBTORS EMERGENCY WINDDOWN MOTION AND MOTION PURUSUANT TO SECTION 1113(e) OF THE BANKRUPTCY CODE . Paul K. Schwartzberg, Esq. 33 Whitehall Street, 21st Fl. New York, NY 10004 paul.schwartzberg@usdoj.gov Office of the United States Trustee Hostess Brands, Inc. 12 E. Armour Blvd. Kansas City, MO 64111 Attn: Kent Magill, Esq. (kent.magill@hostessbrands.com) Jolyn Sebree (jolyn.sebree@hostessbrands.com) Debtors Jones Day 222 East 41st Street New York, NY 10017 Attn: Corinne Ball, Esq. (cball@jonesday.com) Heather Lennox, Esq. (hlennox@jonesday.com) Lisa Laukitis, Esq. (llaukitis@jonesday.com) Veerle Roovers, Esq. (vroovers@jonesday.com) -andNorth Point 901 Lakeside Avenue Cleveland, OH 44114 Attn: Ryan T. Routh, Esq. (rrouth@jonesday.com)

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Thompson & Knight, LLP 900 Third Avenue, 20th Floor New York, NY 10022 Attn: Ira L. Herman, Esq. (ira.herman@tklaw.com) Stinson Morrison Hecker LLP 1201 Walnut, Suite 2900 Kansas City, MO 64106 Attn: Paul M. Hoffmann, Esq. (phoffmann@stinson.com) Counsel to Debtors Kramer Levin Naftalis & Frankel, LLP 1177 Avenue of the Americas New York, NY 10036 Attn: Joshua K. Brody, Esq. (jbrody@kramerlevin.com) Thomas Moers Mayer, Esq. (tmayer@kramerlevin.com) Counsel to the Official Committee of Unsecured Creditors Paul Hastings Janofsky & Walker LLP 75 E 55th St New York, NY 10022 Attn: Rick Denhup, Esq. (rickdenhup@paulhastings.com) Leslie Plaskon, Esq. (leslieplaskon@paulhastings.com) -and600 Peachtree St NE Ste 2400 Atlanta, GA 30308 Attn: Cassie Coppage, Esq. (cassiecoppage@paulhastings.com) Jesse H. Austin III, Esq. (jesseaustin@paulhastings.com) Counsel to General Electric Capital Corporation, as Agent Paul Weiss Rifkind Wharton & Garrison LLP 1285 Ave of Americas New York, NY 10019-6064 Attn: Alan Kornberg, Esq. (akornberg@paulweiss.com) Brian Hermann, Esq. (bhermann@paulweiss.com) Diane Meyers, Esq. (dmyers@paulweiss.com) -and2001 K St NW Washington, DC 20006 Attn: Craig Benson, Esq. (cbenson@paulweiss.com) Counsel to Silver Point Finance LLC, as Agent

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Thompson & Knight, LLP 900 Third Avenue, 20th Floor New York, NY 10022 Attn: Ira L. Herman, Esq. (ira.herman@tklaw.com) Jennifer A. Christian, Esq. (jennifer.christian@tklaw.com) Counsel to BNY Mellon, as Trustee Debevoise & Plimpton LLP Counsel to IBC Investors, et al. 919 Third Ave New York, NY 10022 Attn: George Maguire, Esq. (gebmaguire@debevoise.com) Steven Gross, Esq. (srgross@debevoise.com) Joseph P Moodhe, Esq. (jpmoodhe@debevoise.com) Counsel to Investors I, LLC, IBC Investors II, LLC and IBC Investors III, LLC Cohen, Weiss and Simon, LLP 330 West 42nd Street - 25th Floor New York, NY 10036 Attn: Richard M. Seltzer, Esq. (rseltzer@cwsny.com) Counsel to Interstate Bakeries Corporation-International Brotherhood of Teamsters Negotiating Committee Willkie Farr & Gallagher LLP 787 Seventh Ave New York, NY 10019 Attn: Matthew Feldman, Esq. (mfeldman@willkie.com Paul Shalhoub, Esq. (pshalhoub@willkie.com) Counsel to the International Brotherhood of Teamsters Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178-0600 Attn: James L. Garrity, Jr., Esq. (jgarrity@morganlewis.com) -and1701 Market Street Philadelphia, Pennsylvania 19103 Attn: John C. Goodchild, III, Esq. (jgoodchild@morganlewis.com) Rachel Jaffe Mauceri, Esq. (rmauceri@morganlewis.com) Counsel to Klosterman Baking Company, Pan-O-Gold Baking Company, BBU, Inc., United States Bakery, Northeast Foods, Inc., Schwebel Baking Company, Alpha Baking Co., Inc., Interbake Foods, LLC

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Eckert Seamans Cherin & Mellott LLC 10 Bank Street, Suite 700 White Plains, NY 10606 Attn: Riyaz G. Bhimani, Esq. (rbhimani@eckertseamans.com) -and300 Delaware Avenue, Suite 1210 Wilmington, DE 19801 Attn: Ronald S. Gellert, Esq. (rgellert@eckertseamans.com) McGrath North Mullin & Kratz, PC LLO Suite 3700, First National Tower 1601 Dodge Street Omaha, Nebraska 68102-1627 Attn: Robert P. Diederich, Esq. (rdiederich@mcgrathnorth.com) Counsel to ConAgra Foods Loizides, P.A. 1225 King Street, Suite 800 Wilmington, DE 19801 Attn: Christopher D. Loizides, Esq. (loizides@loizides.com) Beckman Lawson LLP 201 W. Wayne Street Fort Wayne, IN 46802 Attn: Adam L. Hand, Esq. (ahand@beckmanlawson.com) Counsel to Perfection Bakeries, Inc. Buchanan Ingersoll & Rooney PC 1290 Avenue of the Americas, 30th Floor New York, NY 10104-3001 Attn: Robert S. Hawkins, Esq. (robert.hawkins@bipc.com) Tanya D. Bosi, Esq. (tanya.bosi@bipc.com) Counsel to Amorosos Baking Company Schiff Hardin LLP 666 Fifth Avenue, 17th Floor New York, NY 10103 Attn: Keith N. Costa, Esq. (kcosta@schiffhardin.com) Alyson M. Fiedler, Esq. (afiedler@schiffhardin.com) -and233 S. Wacker Drive, Suite 6600 Chicago, IL 60606 Attn: Eugene J. Geekie, Jr., Esq. (egeekie@schiffhardin.com) Jeffrey D. Eaton, Esq. (jeaton@schiffhardin.com) Counsel to Lewis Brothers Bakeries Incorporated and Chicago Baking Company

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Lowenstein Sandler PC 1251 Avenue of the Americas, 18th Floor New York, New York 10020 -and65 Livingston Avenue Roseland, New Jersey 07068 Attn: Sharon L. Levine, Esq. (slevine@lowenstein.com) Philip J. Gross, Esq. (pgross@lowenstein.com) Counsel to I.A.M. National Pension Fund, Bakery & Confectionery Union & Industry International Pension Fund Wick Streiff Meyer Oboyle & Szeligo PC 1450 Two Chathem Center Pittsburgh, PA 15219 Attn: Vincent P. Szeligo, Esq. (vszeligo@wsmoslaw.com) Counsel to The Western Pennsylvania Teamsters and Employers Pension Fund

Dated: Washington, DC November 19, 2012 /s/ Jeffrey R. Freund Jeffrey R. Freund BREDHOFF & KAISER, P.L.L.C. 805 Fifteenth Street N.W., 10th Floor Washington, D.C. 20005 Telephone: (202) 842-2600 Facsimile: (212) 842-1888

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