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Proposed Hearing Date and Time: November 29, 2012 at 10:00 a.m. Proposed Objection Deadline: November 23, 2012 at 4:00 p.m.

JONES DAY 222 East 41st Street New York, New York 10017 Telephone: (212) 326-3939 Facsimile: (212) 755-7306 Corinne Ball Heather Lennox Lisa Laukitis Veerle Roovers - and JONES DAY North Point 901 Lakeside Avenue Cleveland, Ohio 44114 Telephone: (216) 586-3939 Facsimile: (216) 579-0212 Ryan T. Routh Attorneys for Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------x : : In re : 1 Hostess Brands, Inc., et al., : : Debtors. : : ---------------------------------------------------------------x

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

MOTION OF DEBTORS AND DEBTORS IN POSSESSION, PURSUANT TO SECTIONS 1114(C)(2) AND 1114(D) OF THE BANKRUPTCY CODE, FOR AN ORDER DIRECTING THE APPOINTMENT OF A COMMITTEE OF RETIRED EMPLOYEES

The Debtors are the following six entities (the last four digits of their respective taxpayer identification numbers follow in parentheses): Hostess Brands, Inc. (0322), IBC Sales Corporation (3634), IBC Services, LLC (3639), IBC Trucking, LLC (8328), Interstate Brands Corporation (6705) and MCF Legacy, Inc. (0599).

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TO THE HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE: Hostess Brands, Inc. and its five domestic direct and indirect subsidiaries, as debtors and debtors in possession (collectively, "Hostess" or the "Debtors"), respectfully represent as follows: BACKGROUND 1. On January 11, 2012 (the "Petition Date"), the Debtors commenced their

reorganization cases by filing voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code"). The Debtors' chapter 11 cases have been consolidated and are being administered jointly for procedural purposes only. 2. The Debtors are authorized to continue to operate their business and

manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 3. On January 18, 2012, the United States Trustee for the Southern District of

New York (the "U.S. Trustee") appointed an official committee of unsecured creditors (the "Creditors Committee") pursuant to section 1102 of the Bankruptcy Code. The U.S. Trustee subsequently amended such appointments to the Creditors Committee on January 30, 2012. 4. Founded in 1930, Hostess is one of the largest wholesale bakers and

distributors of bread and snack cakes in the United States. Today, Hostess sells an array of popular products under new and iconic brands such as Butternut, Ding Dongs, Dolly Madison, Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride, Twinkies and Wonder.

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JURISDICTION AND VENUE 5. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C.

1334. This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper before this Court pursuant to 28 U.S.C. 1408 and 1409. RELIEF REQUESTED 6. By this Motion, the Debtors seek an order, pursuant to section 1114(d) of

the Bankruptcy Code, directing the appointment of an official committee of retired employees to act as the authorized representative of those persons who are entitled to receive "retiree benefits" within the meaning of section 1114(a) of the Bankruptcy Code, and who are not being represented in these bankruptcy cases by one of the Debtors' 12 unions (collectively, the "Unions") acting as their authorized representative.2 FACTS RELEVANT TO THIS MOTION The Retiree Benefits 7. As of the Petition Date, the Debtors employed over 18,000 people, of

which approximately 83% are members of unions and were subject to approximately 360 collective bargaining agreements (the "CBAs"). The Debtors' unionized employees belong to 12 separate unions, but the overwhelming majority (nearly 93%) are members of either local affiliates of the International Brotherhood of Teamsters (together with the international union,

As a result of rolling up several disparate companies over the years, the Debtors do not have records for all of their former employees indicating which Union may have represented such employees. In addition, it is possible that certain of the Debtors' former employees were represented by a union that no longer represents the Debtors' employees. The Debtors will provide a list of all such persons to the Unions and request that each Union identify any person formerly represented by that Union, if possible. If a Union believes that it is the representative for any person on the Debtors list, that Union must advise the Debtors and the U.S. Trustee that it represents such persons by no later than seven days after entry of an order granting this Motion. To the extent the Debtors and/or the Unions are unable to determine which union formerly represented any individuals on the list provided to the Unions (collectively, the "Unaffiliated Retirees"), the Debtors request that the official committee of retired employees act as the authorized representative for such Unaffiliated Retirees.

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the "IBT") or local affiliates of the Bakery, Confectionary, Tobacco Workers & Grain Millers International Union (together with the international union, the "BCT").3 8. The Debtors have been involved in negotiations with the Unions over

modifications to the CBAs since before the Petition Date, and these negotiations have continued throughout the course of these bankruptcy cases. To date, the IBT and BCT have been acting as the "authorized representative," as such term is defined in section 1114(b)(1) of the Bankruptcy Code, for retirees formerly represented by the IBT (the "IBT Retirees") and by the BCT (the "BCT Retirees"), respectively.4 The Debtors believe that each of the Other Unions will act as the "authorized representative" for the retirees formerly represented by the respective Other Union (the "Other Union Retirees" and, together with IBT Retirees, BCT Retirees and Unaffiliated Retirees, the "Union Retirees") in negotiations relating to the Debtors' proposed termination of the various non-pension "retiree benefits," as such term is defined in section 1114(a) of the

The remaining 7% of the Debtors' unionized employees belong to one of the following 10 unions: Glass, Molders, Pottery, Plastics & Allied Workers International Union ("GMP"); International Association of Machinists and Aerospace Workers ("IAM"); International Brotherhood of Firemen & Oilers ("IBFO"); International Union of Operating Engineers & Service Employees ("IUOE"); Office & Professional Employees International Union ("OPEIU"); Retail, Wholesale and Department Store Union ("RWDSU"); United Automobile, Aerospace and Agricultural Implement Workers of America ("UAW"); United Brotherhood of Carpenters and Joiners of America ("UBCJA"); United Food and Commercial Workers Union ("UFCW"); and United Steelworkers (the "USW" and, together with the GMP, IAM, IBFO, IUOE, OPEIU, RWDSU, UAW, UBCJA and UFCW, the "Other Unions"). On January 17, 2012, counsel for the IBC-IBT National Negotiating Committee (the "IBC-IBTNNC") informed counsel for the Debtors that for purposes of section 1113 and 1114 of the Bankruptcy Code, the IBC-IBTNNC is the authorized representative of the IBT and any retirees who were formerly represented by the IBT. When used in this Motion, the term "IBT" may also refer to the IBC-IBTNNC. The BCT is the authorized representative of any retirees subject to this Motion who were formerly represented by the BCT. See Response of Bakery, Confectionary, Tobacco Workers and Grain Millers International Union to the Court's January 12, 2012 Directive to Identify the Entity(ies) That Will Serve as the "Authorized Representative" of Debtors' Employees and Retirees Under Collective Bargaining Agreements with Bakery, Confectionary, Tobacco Workers and Grain Millers Local Unions, Within the Meaning of Bankruptcy Code Sections 1113 and 1114, dated January 18, 2012 [Docket No. 117].

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Bankruptcy Code, that may be provided to the Debtors' active and retired Union employees (collectively, the "Retiree Benefits").5 9. The Debtors currently provide various Retiree Benefits to Union Retirees

and non-union retirees ("Non-Union Retirees" and, together with Union Retirees, "Retirees") and/or their spouses and dependants. The Debtors currently sponsor a retiree medical benefit plan (the "Retiree Medical Benefits"), as well as a post-retirement life and health benefit plan (the "Retiree Life Insurance Benefits"). 10. Approximately 315 Union Retirees and 15 Non-Union Retirees are

currently receiving Retiree Medical Benefits.6 In addition, approximately 21 active BCT employees, 1,412 active IBT employees and 138 active Other Union employees were governed by CBAs that provided as of the Petition Date that they will receive Retiree Medical Benefits from the Debtors upon retirement. No active non-union employees are entitled to receive Retiree Medical Benefits from the Debtors upon their retirement. 11. With respect to the Retiree Life Insurance Benefits, there are

approximately 236 Union Retirees and 781 Non-Union Retirees receiving Retiree Life Insurance Benefits. Approximately 88 active Union employees were entitled to receive Retiree Life Insurance Benefits from the Debtors upon their retirement under the terms of the CBAs as of the

Under their CBAs with certain of the Unions, the Debtors are required to contribute to certain Taft-Hartley multiemployer health care plans and/or Taft-Hartley multiemployer welfare plans, which may provide benefits, including health and welfare and life insurance benefits, to retirees formerly associated with the Unions. The Debtors do not control or administer the benefits offered under the Taft-Hartley multiemployer health care and welfare plans. Therefore, it is possible that at least some of the contributions the Debtors make to certain Taft-Hartley multiemployer health care and welfare plans are used to fund health and welfare benefits for current retirees. As a result, a portion of the Debtors' contribution obligations to the Taft-Hartley multiemployer health care plans and Taft-Hartley welfare plans may constitute "retiree benefits" as defined in section 1114(a) of the Bankruptcy Code. The factual description of the Debtors' "retiree benefits" provided in this Motion assumes that these Taft-Hartley plans are not considered "retiree benefits" under section 1114(a) of the Bankruptcy Code. The number of Retirees receiving Retiree Medical Benefits includes spouses of the Retirees.

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Petition Date. No active non-union employees are entitled to receive Retiree Life Insurance Benefits from the Debtors upon their retirement. 12. For the period of June 3, 2012 through June 1, 2013, the projected cost to

the Debtors of providing Retiree Benefits to Retirees is approximately $1,130,225. As of June 2, 2012, the present value of the Debtors' accumulated benefit obligation for Retiree Benefits, based on an actuarial calculation prepared in connection with the Debtors' financial reporting obligations, was approximately $29.3 million.7 13. As noted above, certain of the Debtors' active Union employees that do

not yet receive Retiree Medical Benefits or Retiree Life Insurance Benefits were entitled to receive such benefits upon retirement under the terms of the CBAs as of the Petition Date. Any obligations the Debtors had to provide such benefits to active Union employees in the future, however, were terminated under the terms of the settlements between the Debtors and the IBT and between the Debtors and certain of their Other Unions and pursuant to the Court's orders granting authorization to modify the CBAs pursuant to sections 1113 and 1114 of the Bankruptcy Code [Docket Nos. 1563, 1574] (the "1113 Orders") for those Unions for which consensual resolutions were not obtained.8

The claim amount (if any) ultimately allowed by the Court with respect to Retiree Benefits may be materially less than this actuarially determined amount. In September 2012, the Debtors reached an agreement with the IBT, which was ratified by the IBT membership, to consensually modify the IBT CBAs. The Debtors also proposed modifications to the BCT CBAs in September 2012, but all but three of the BCT's 115 bargaining units voted down the Debtors' proposal. In September and October 2012, the Debtors reached agreements with the OPEIU, UAW, UFCW, USW and certain local affiliates of the RWDSU to modify consensually their respective Other Union CBAs, and the members of those Unions voted to ratify the proposed modifications. On October 4, 2012, the Court entered an order authorizing the Debtors to modify their CBAs with the GMP, IAM, IBFO, IUOE and UBCJA [Docket No. 1574]. Following entry of the order authorizing the Debtors to modify their CBAs with the GMP, the GMP voted to ratify the Debtors' last, best, final offer to the GMP. On October 12, 2012, the Court entered an order authorizing the Debtors to modify their CBAs with the three local affiliates of the RWDSU that failed to ratify the Debtors' last, best, final offer [Docket No. 1610]. After that order was entered, the RWDSU informed the Debtors that the three local affiliates of the RWDSU that previously failed to ratify the Debtors' last, best, final offer would conduct a second vote to

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14.

Beginning on October 21, 2012, based upon the agreements and the

authority granted by the Court through the 1113 Orders, the Debtors began to implement the terms of the modified CBAs or of the Debtors' last, best, final proposals to the unions, including the wage reduction and work rule changes provided for thereunder. Between November 9 and November 13, 2012, various local affiliates of the BCT commenced strikes at 24 of the Debtors' baking facilities. 15. As a consequence of their inability to continue operations in light of the

strikes, the Debtors have determined that they will be unable to achieve a stand-alone reorganization of their businesses and, therefore, are pursuing the orderly winddown of the Debtors' various business operations. The Debtors believe, in the sound exercise of their business judgment, that expeditiously pursuing a sale process for some or all of their businesses as going concerns is the best way to maximize value and preserve as many jobs as possible under the circumstances. Without any continuing operations or hope of a successful reorganization, it has now become necessary for the Debtors to negotiate the termination of the Retiree Benefits. 16. For the reasons set forth above, the Debtors are seeking appointment of

members to a committee to serve as the sole "authorized representative" of retired employees of the Debtors who are entitled to receive "retiree benefits" within the meaning of section 1114(a) of the Bankruptcy Code and who are not being represented in these bankruptcy cases by a labor organization acting as their authorized representative or who are Unaffiliated Retirees (the "Retiree Committee"). Appointment of the Retiree Committee at this time will allow the

determine whether they would ratify the Debtors' last, best, final offer. On October 22-23, 2012, those three local affiliates of the RWDSU voted to ratify the Debtors' last, best, final offer. As such, the Debtors now have obtained a consensual agreement with the majority of its 12 unions, and an order of the Court regarding modifications to CBAs for the remaining unions that failed to ratify the Debtors' last, best, final offer.
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Debtors to proceed with negotiations over any modifications to their obligations to provide Retiree Benefits. ARGUMENT 17. Section 1114(e)(1) of the Bankruptcy Code provides generally that

chapter 11 debtors must timely pay their retiree benefit obligations. However, modification of such benefit obligations are permitted if the debtors and the "authorized representative" of the retirees agree to a modification or termination of retiree benefits, or if the debtor and the authorized representative do not reach an agreement and the Court authorizes modification or termination of such benefits pursuant to the standards set forth in sections 1114(g) and/or (h) of the Bankruptcy Code. 18. Section 1114(f) of the Bankruptcy Code requires a debtor to "make a

proposal to the authorized representative of the retirees." Section 1114(c) of the Bankruptcy Code presumes that "[a] labor organization shall be the authorized representative of persons receiving any retiree benefits covered by any collective bargaining agreement to which that labor organization is signatory, unless (A) such labor organization elects not to serve as the authorized representative of such persons, or (B) the court, upon a motion by any party in interest, after notice and a hearing, determines that different representation of such persons is appropriate." 19. In the event that a labor organization elects not serve as the authorized

representative of those persons receiving retiree benefits covered by the relevant collective bargaining agreement, section 1114(c)(2) of the Bankruptcy Code provides, inter alia, that the court shall, upon a motion by any party in interest, appoint a committee of retired employees from among such persons to serve as their authorized representative. 20. Similarly, with respect to those persons receiving retiree benefits who are

not covered by a collective bargaining agreement, section 1114(d) of the Bankruptcy Code
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provides that the court shall, upon a motion by any party in interest, appoint a committee of retired employees from among such persons to serve as their authorized representative. 21. Accordingly, the Debtors request an order, pursuant to section 1114 of the

Bankruptcy Code, approving procedures, as set forth below, for the solicitation, nomination and appointment of members to the Retiree Committee. Retirees Represented by the Unions 22. On behalf of all Other Union Retirees (and, as applicable, surviving

spouses, dependants and beneficiaries)9 entitled to receive Retiree Benefits pursuant to one of the CBAs, and concurrently with the filing of this Motion, the Debtors are sending letters to each of the Other Unions to confirm that they will act as the authorized representative for the Other Union Retirees formerly represented by such Other Union.10 The Debtors are informing the Other Unions that the Debtors will assume that each Other Union agrees to serve as the authorized representative for the Other Union Retirees formerly represented by that Other Union, unless any such Other Union gives written notice to the Debtors and the U.S. Trustee by November 21, 2012 that it will not serve as such Other Union Retirees' authorized representative. 23. As discussed in greater detail below, if an Other Union declines to serve as

the authorized representative for the Other Union Retirees formerly represented by that Other Union ("Unrepresented Other Union Retirees" and, together with Unaffiliated Retirees and NonUnion Retirees, "Unrepresented Retirees"), the Debtors request that a representative from each such group of Unrepresented Other Union Retirees be considered, along with Unaffiliated

9 10

Section 1114(a) includes payments to surviving spouses and dependants of retired employees. As discussed above, the IBT and the BCT already have agreed to serve as the "authorized representative" of the retirees formerly represented by their respective unions.

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Retirees and Non-Union Retirees, to serve on the Retiree Committee pursuant to the procedures outlined below. The Proposed Procedures for Appointment of a Retiree Committee 24. Sections 1114(c)(2) and (d) of the Bankruptcy Code permit the selection

of persons to serve on a retiree committee. Section 1114(c) of the Bankruptcy Code provides: In cases where the labor organization referred to in paragraph (1) elects not to serve as the authorized representative of those persons receiving any retiree benefits covered by any collective bargaining agreement to which that labor organization is signatory, or in cases where the court, pursuant to paragraph (1) finds different representation of such persons appropriate, the court, upon a motion by any party in interest, and after notice and a hearing, shall appoint a committee of retired employees if the debtor seeks to modify or not pay the retiree benefits or if the court otherwise determines that it is appropriate, from among such persons, to serve as the authorized representative of such persons under this section. 11 U.S.C. 1114(c)(2). Similarly, section 1114(d) of the Bankruptcy Code provides: The court, upon a motion by any party in interest, and after notice and a hearing, shall order the appointment of a committee of retired employees if the debtor seeks to modify or not pay the retiree benefits or if the court otherwise determines that it is appropriate, to serve as the authorized representative, under this section, of those persons receiving any retiree benefits not covered by a collective bargaining agreement. The United States trustee shall appoint any such committee. 11 U.S.C. 1114(d). 25. Prior to filing this Motion, the Debtors provided a draft of this Motion to

the U.S. Trustee to discuss and develop an appropriate, open and fair procedure by which the U.S. Trustee will solicit interested Unrepresented Retirees to serve on the Retiree Committee

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(the "Selection Procedures").11 Specifically, the Selection Procedures that the Debtors propose are as follows: Within three business days after the entry of an order granting this Motion, the Debtors will mail a notice and questionnaire in the form attached hereto as Exhibit A (the "Questionnaire") to each Unrepresented Retiree for which the Debtors have address information12 ("Known Unrepresented Retirees") to solicit their interest in serving on the Retiree Committee. The Debtors also will post (or request to be posted, in the case of the Creditors' Committee's website) the notice and the Questionnaire on the following websites (collectively, the "Websites"): http://www.kccllc.net/hostess; and http://www.hostesscommittee.com (the Creditors' Committee's website)

Any Unrepresented Retiree interested in serving on the Retiree Committee will have to complete the Questionnaire and fax or mail it to the U.S. Trustee's Office so that it is received by the U.S. Trustee no later than seven days after it is mailed (the "Questionnaire Deadline"). The U.S. Trustee shall work promptly to select the individuals to serve on the Retiree Committee from those Unrepresented Retirees that submitted a Questionnaire by the Questionnaire Deadline and file an appropriate notice with the Court.

A Single Retiree Committee is Sufficient Under Section 1114 26. A single Retiree Committee will adequately represent the interests of the

Unrepresented Other Union Retirees, Unaffiliated Retirees and Non-Union Retirees and it will permit the Debtors to conduct focused negotiations with fewer entities. Moreover, a single Retiree Committee will lessen the financial burden on the Debtors' bankruptcy estates. Pursuant
11

Despite the somewhat ambiguous language in section 1114(c)(2) of the Bankruptcy Code, the Debtors propose to consider Unrepresented Other Union Retirees to serve on the Retiree Committee. The consideration of Unrepresented Other Union Retirees to serve on the Retiree Committee by the U.S. Trustee, while not mandated by section 1114(c)(2) of the Bankruptcy Code, is consistent with section 1114(d) of the Bankruptcy Code. The Debtors have complete contact information for all Retirees (and surviving spouses and dependents) to whom Retiree Medical Benefits are provided. Because the Debtors in many instances inherited the obligations to provide Retiree Life Insurance Benefits from corporate predecessors via historical corporate acquisitions, the Debtors have limited address and contact information for many of the Retirees that presently are entitled to the Retiree Life Insurance Benefits. The Debtors have worked to identify all address information available in their corporate records. For certain Retirees, however, the Debtors have no address information.

12

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to section 1114(b)(2), a Retiree Committee may seek to have the fees and costs of its advisors, as well as its reasonable out-of-pocket expenses, paid out of the assets of the bankruptcy estate. More than one Retiree Committee would multiply the amount of costs and fees sought from the Debtors' bankruptcy estates and would needlessly complicate the negotiation process. 27. In the context of Retiree Benefits in these chapter 11 cases, the interests of

the Unrepresented Other Union Retirees, Unaffiliated Retirees and Non-Union Retirees are likely to be aligned, and there will not be any prejudice in appointing a single Retiree Committee. To the extent their interests are not aligned, the Debtors submit it is a far more efficient process for the Unrepresented Other Union Retirees, Unaffiliated Retirees and Non-Union Retirees to reconcile their differences within the Retiree Committee instead of requiring the Debtors to negotiate with multiple retiree committees in addition to potential negotiations with multiple Unions over the same issues. In this respect, the formation of a Retiree Committee is analogous to forming a creditors' committee. Section 1114(b)(2) supports this analogy by its references to sections 1102 and 1103 of the Bankruptcy Code, which govern creditors' and equity security holders' committees and establish the powers and duties of such committees. Even though unsecured creditors typically have disparate and conflicting interests in a bankruptcy case, it is unusual for more than one unsecured creditors committee to be appointed. See In re Sharon Steel Corp., 100 B.R. 767, 778 (Bankr. W.D. Pa. 1989) ("In recognition of the Bankruptcy Code scheme that the reconciliation of differing interests of creditors within a single committee is the norm, the appointment of a separate committee is an extraordinary remedy . . ."). 28. The Debtors' proposed procedures contemplate a single Retiree

Committee to represent the interests of all Unrepresented Retirees. Other courts have approved the formation of a single committee to represent both union and non-union retirees. See In re

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Northwest Airlines Corp., Case No. 05-17930 (ALG) (Bankr. S.D.N.Y. Nov. 17, 2005) (order appointing a retiree committee consisting of both union and non-union retirees); In re US Airways, Inc., Case No. 04-13819 (Bankr. E.D. Va. Sept. 15, 2004) (order appointing a retiree committee that would potentially include both union and non-union retirees); In re Ionosphere Clubs, Inc., 134 B.R. 515, 518 (Bankr. S.D.N.Y. 1991) (noting the appointment of a single retiree committee to represent both union and non-union retirees). 29. The Debtors seek the appointment of the Retiree Committee as soon as

possible in light of recent developments in the Debtors' chapter 11 cases and to maximize the chance of a consensual resolution of the section 1114 issues in these cases, without the need for intervention from the Court. Accordingly, the appointment of the Retiree Committee is necessary and appropriate at this time, and the Debtors respectfully request that the Court enter an order directing the appointment of the Retiree Committee to act as the authorized representative for the Unrepresented Retirees pursuant to sections 1114(c)(2) and (d) of the Bankruptcy Code and in accordance with the procedures described in this Motion. RESERVATION OF RIGHTS 30. Nothing contained in this Motion or Order shall be deemed an admission

or a finding that the Debtors have any obligations to provide any Retiree Benefits to any person. Notwithstanding the relief requested herein, the Debtors hereby reserve any of their rights they possess to modify any Retiree Benefits unilaterally in accordance with the documents and agreements governing the provision of such Retiree Benefits, without seeking relief under section 1114 of the Bankruptcy Code. NOTICE 31. Pursuant to the Administrative Order, Pursuant to Rule 1015(c) of the

Federal Rules of Bankruptcy Procedure, Establishing Case Management and Scheduling

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Procedures (Docket No. 371) (the "Case Management Order"), entered on February 21, 2012, notice of this Motion has been given to the parties identified on the Special Service List and the General Service List (as such terms are defined in the Case Management Order). The Debtors have also provided notice of this Motion to (a) counsel to each of the Unions and (b) all Retirees that are Known Unrepresented Retirees. The Debtors submit that no other or further notice can or need be provided. NO PRIOR REQUEST 32. or any other Court. No prior request for the relief sought in this Motion has been made to this

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WHEREFORE, the Debtors respectfully request that the Court (a) enter an order substantially in the form attached hereto as Exhibit B, granting the relief requested herein; and (b) grant such other and further relief to the Debtors as the Court may deem proper. Dated: November 16, 2012 New York, New York Respectfully submitted, /s/ Corinne Ball Corinne Ball Heather Lennox Lisa Laukitis Veerle Roovers JONES DAY 222 East 41st Street New York, New York 10017 Telephone: (212) 326-3939 Facsimile: (212) 755-7306 - and Ryan T. Routh JONES DAY North Point 901 Lakeside Avenue Cleveland, Ohio 44114 Telephone: (216) 586-3939 Facsimile: (216) 579-0212 ATTORNEYS FOR DEBTORS AND DEBTORS IN POSSESSION

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EXHIBIT A

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OFFICE OF THE UNITED STATES TRUSTEE FOR THE SOUTHERN DISTRICT OF NEW YORK 33 WHITEHALL STREET TWENTY FIRST FLOOR NEW YORK, NEW YORK 10004 TEL. NO. (212) 510-0500 FAX NO. (212) 668-2255 RETIREE COMMITTEE QUESTIONNAIRE IN RE: HOSTESS BRANDS, INC., et al. ("HOSTESS") Case No. 12-22052 (Jointly Administered) PLEASE RETURN BY FAX OR MAIL TO THE ABOVE ADDRESS SO THE FORM IS RECEIVED NO LATER THAN ________________, 2012 AT 5:00 P.M. (ET) PLEASE TYPE OR PRINT CLEARLY: The undersigned creditor is willing to serve on the Retiree Committee: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Name: ________________________________________________________________ Address: ______________________________________________________________ Phone number: _________________________________________________________ E-mail: ________________________________________________________________ Date of birth: ___________________________________________________________ Date of retirement: ______________________________________________________ I retired from Hostess or the following Hostess subsidiary, division or other entity: ___ ______________________________________________________________________ I worked for Hostess or such subsidiary, division or entity for the following number of years prior to retirement: __________________________________________________ My position immediately prior to retirement was: ______________________________ ______________________________________________________________________ Please list all other positions you held while employed by the employer named in question 8 or by any other Hostess subsidiary, division or entity and the approximate dates when each such position was held: __________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________

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11.

Were you a member of any union while employed by Hostess? Yes ____ No ____ If yes, what union? _______________________________________________________ Did you ever hold a leadership position with that union? Yes ____ No ____ If yes, explain your leadership role with the union? _____________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________

12.

Are you currently receiving health insurance benefits due to your employment with Hostess or Interstate Bakeries (or their predecessors and affiliates)? Yes ____ No ____ If yes, what is the approximate monthly value of the health insurance benefits you receive: ____________________________________________________________

13.

Are you currently eligible to receive life insurance benefits due to your employment with Hostess or Interstate Bakeries (or their predecessors and affiliates)? Yes ____ No ____ If yes, what is the amount of the benefit under your life insurance policy that you expect your designated beneficiary to receive?________________________________________

14. 15.

Have you ever had any experience in the employee benefit or retiree benefit area? Yes ___ No ___ If appointed to the Retiree Committee, would you be physically able and available to travel to attend meetings? Yes ___ No ___ If yes, please explain: ____________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________

16.

Please provide any other information or background as to why you should be appointed to the Retiree Committee, including any specific skills that you have that would be valuable to the Retiree Committee _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________

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SIGNATURE: __________________________________________ Print Name: ____________________________________________ Date: _________________________________________________ THIS IS NOT A PROOF OF CLAIM FORM. PROOFS OF CLAIM ARE FILED WITH THE CLERK OF THE BANKRUPTCY COURT, NOT WITH THE UNITED STATES TRUSTEE.

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EXHIBIT B

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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)

ORDER, PURSUANT TO SECTIONS 1114(c)(2) AND 1114(d) OF THE BANKRUPTCY CODE, DIRECTING THE APPOINTMENT OF A COMMITTEE OF NON-UNION RETIRED EMPLOYEES This matter coming before the Court on the Motion of Debtors and Debtors in Possession Pursuant to Sections 1114(c)(2) and 1114(d) of the Bankruptcy Code, for an Order Directing the Appointment of a Committee of Retired Employees (the "Motion"),2 filed by the debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the "Debtors"); the Court having reviewed the Motion and having heard the statements of counsel regarding the relief requested in the Motion at a hearing before the Court (the "Hearing"); the Court finding that (a) the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and venue of this proceeding is proper in this District pursuant to 28 U.S.C. 1409, (b) this is a core proceeding pursuant to 28 U.S.C. 157(b)(2), (c) notice of the Motion and the Hearing was sufficient under the circumstances, (d) the appointment of the Retiree Committee pursuant to section 1114 of the Bankruptcy Code is in the best interests of the Debtors' respective estates and is appropriate under the circumstances and (e) the Selection

The Debtors are the following six entities (the last four digits of their respective taxpayer identification numbers follow in parentheses): Hostess Brands, Inc. (0322), IBC Sales Corporation (3634), IBC Services, LLC (3639), IBC Trucking, LLC (8328), Interstate Brands Corporation (6705) and MCF Legacy, Inc. (0599). Capitalized terms not otherwise defined herein have the meanings given to them in the Motion.

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Procedures for the appointment of the Retiree Committee described in the Motion are fair and are reasonably designed to result in a balanced and representative Retiree Committee; and the Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; IT IS HEREBY ORDERED THAT: 1. 2. The Motion is GRANTED. Union Retirees, other than Unaffiliated Retirees, shall be deemed to be

represented by their respective Union as their authorized representative for purposes of section 1114, and shall not be a member of any Retiree Committee appointed in these cases without further order of this Court. 3. The Debtors shall provide a list to the Unions of all former employees for

whom the Debtors do not have records indicating which union may have represented such employees. If a Union believes that it is the representative for any person on the Debtors list, that Union must identify and advise the Debtors and the U.S. Trustee that it represents such persons by no later than seven business days after entry of this Order. 4. The following Selection Procedures are hereby approved:

Within three business days after the entry of this Order, the Debtors shall cause a notice and questionnaire substantially in the form attached to the Motion as Exhibit A (the "Questionnaire") to each Unrepresented Retiree to solicit their interest in serving on the Retiree Committee. The Debtors also shall post (or request to be posted, in the case of the Creditors' Committee's website) the notice and the Questionnaire on the following websites (collectively, the "Websites"): http://www.kccllc.net/hostess; and http://www.hostesscommittee.com (the Creditors' Committee's website)

Any Unrepresented Retiree interested in serving on the Retiree Committee shall complete the Questionnaire and fax or mail it to the U.S. Trustee's Office so that it is received by the U.S. Trustee by no later than ___________________, 2012 (the "Questionnaire Deadline"). -2-

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The U.S. Trustee shall work promptly to select the individuals to serve on the Retiree Committee from those Unrepresented Retirees that returned a Questionnaire by the Questionnaire Deadline and file an appropriate notice with the Court. 5. The Unrepresented Retirees shall be deemed to be represented by the

Retiree Committee as their authorized representative for purposes of section 1114 of the Bankruptcy Code. 6. Nothing contained in the Motion or this Order shall be deemed an

admission or a finding that the Debtors have any obligations to provide any Retiree Benefits to any Retiree. Notwithstanding the relief granted herein, the Debtors' rights to modify any Retiree Benefits unilaterally in accordance with the documents and agreements governing the provision of such Retiree Benefits, without seeking relief under section 1114 of the Bankruptcy Code, are hereby expressly preserved. 7. This Court retains jurisdiction with respect to all matters arising from or

related to the implementation of this Order. 8. The Debtors are authorized to take all actions necessary to effectuate the

relief granted pursuant to this Order.

Dated:

_______________, 2012 White Plains, New York HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE

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