AGREEMENT AND PLAN OF MERGER dated as of November 26, 2012 among RALCORP HOLDINGS, INC., CONAGRA FOODS, INC. and PHOENIX ACQUISITION SUB INC.Agreement and Plan of Merger • November 29th, 2012 • Ralcorp Holdings Inc /Mo • Grain mill products • Missouri
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of November 26, 2012, among RALCORP HOLDINGS, INC., a Missouri corporation (the “Company”), CONAGRA FOODS, INC., a Delaware corporation (“Parent”), and PHOENIX ACQUISITION SUB INC., a Missouri corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
AMENDMENT NO. 1 TO CREDIT AGREEMENT AND WAIVERCredit Agreement and Waiver • November 29th, 2012 • Ralcorp Holdings Inc /Mo • Grain mill products • New York
This Amendment No. 1 to Credit Agreement and Waiver (this “Amendment”) is entered into as of November 27, 2012 by and among Ralcorp Holdings, Inc., a Missouri corporation (the “Borrower”), JPMorgan Chase Bank, N.A., individually and as administrative agent (the “Administrative Agent”), and the other financial institutions signatory hereto.
Re: Retention Bonus AwardRalcorp Holdings Inc /Mo • November 29th, 2012 • Grain mill products
As you know, Ralcorp Holdings, Inc. (the “Company”) has entered into a merger agreement (the “Merger Agreement”) with ConAgra Foods Inc. (“ConAgra”). We understand that the pending merger (the “Merger”) may create uncertainty for highly valued employees such as yourself. In order to encourage you to remain in the employ of the Company through and following the Merger, and to provide an additional incentive for you to promote the success of the business of the Company, the Company has provided you with this agreement (this “Agreement”), which provides for a retention bonus in the aggregate amount set forth on Exhibit A (the “Retention Bonus”) according to the terms and conditions set forth in this Agreement. As set out in more detail below, the Retention Bonus shall be paid in three equal installments subject to your continued employment with the Company through the closing of the Merger or another Change in Control, six months following the closing of the Merger or other Change in Cont
CONSENTConsent • November 29th, 2012 • Ralcorp Holdings Inc /Mo • Grain mill products
THIS CONSENT (this “Consent”), dated as of November 26, 2012, is by and among RALCORP RECEIVABLES, LLC (formerly Ralcorp Receivables Corporation), a Nevada limited liability company (the “Seller”), RALCORP HOLDINGS, INC., a Missouri corporation, as master servicer (in such capacity, the “Master Servicer”), the “Funding Agents” party hereto and JPMorgan Chase Bank, N.A., a national banking association, as agent for the Purchasers (in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meaning given to such terms in the Receivables Purchase Agreement (defined below).
