TREEHOUSE FOODS, INC. and THE BANK OF NEW YORK, as Rights Agent RIGHTS AGREEMENT dated as of June 27, 2005Rights Agreement • June 28th, 2005 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
Stock certificates issued after the Record Date upon transfer or new issuances of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights.
TAX SHARING AGREEMENTTax Sharing Agreement • June 28th, 2005 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
THIS TAX SHARING AGREEMENT (the “Agreement”) dated as of June 27, 2005 by and among Dean Foods Company, a Delaware corporation (“Distributing”), TreeHouse Foods, Inc., a Delaware corporation and a subsidiary of Distributing (“Controlled”), and each Controlled Affiliate (as defined below), is entered into in connection with the Distribution (as defined below).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 28th, 2005 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
THIS AGREEMENT (the “Agreement”) for the performance of transition services is dated as of June 27, 2005, between Dean Foods Company (“Dean”), a Delaware corporation, and TreeHouse Foods, Inc. (“TreeHouse”), a Delaware corporation.
CO-PACK AGREEMENTCo-Pack Agreement • June 28th, 2005 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
THIS CO-PACK AGREEMENT (“Agreement”) is dated and effective as of June 27, 2005 (“Effective Date”), by and between Dean Foods Company (“Dean”), a corporation organized and existing under the laws of the State of Delaware, and TreeHouse Foods, Inc. (“TreeHouse”), a corporation organized and existing under the laws of the State of Delaware.
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • June 28th, 2005 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties
This Employee Matters Agreement, dated as of June 27, 2005, is between Dean Foods Company (“Dean”), a Delaware corporation, and TreeHouse Foods, Inc. (“TreeHouse”), a Delaware corporation (the “Agreement”).
TRADEMARK LICENSETrademark License • June 28th, 2005 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
This Trademark License (the “Agreement”) is made and entered into between TreeHouse Foods, Inc., a Delaware corporation (“TreeHouse”) and Dean Foods Company, a Delaware corporation (“Dean”) as of the Distribution Date set forth below.
TRADEMARK LICENSETrademark License • June 28th, 2005 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
This Trademark License (the “Agreement”) is made and entered into between TreeHouse Foods, Inc., a Delaware corporation (“TreeHouse”) and Dean Foods Company, a Delaware corporation (“Dean”), Dean Intellectual Property Services II, L.P., a Delaware limited partnership (“Dean IP II”), and Dean Specialty Intellectual Property Services, L.P., a Delaware limited partnership (“Dean IP”), as of the Distribution Date set forth below.
