PURCHASE AGREEMENTPurchase Agreement • December 8th, 2003 • Ralcorp Holdings Inc /Mo • Grain mill products • Illinois
THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 12, 2003, by and among (i) Value Added Bakery Holding Company, a Delaware corporation (the “Company”), (ii) each of the Persons identified as a “Seller” on Exhibit A attached hereto (the “Sellers”), (iii) the holders of preferred stock of the Company identified on Exhibit B attached hereto (the “Preferred Holders”), (iv) RH Financial Corporation, a Nevada corporation (“Buyer”) and, solely with respect to Section 13.15 hereof, Ralcorp Holdings, Inc., a Missouri corporation (“Ralcorp”). The Company, the Sellers and the Buyer are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Wind Point Partners III, L.P. One Towne Square Suite 780 Southfield, Michigan 48076 December 2, 2003Purchase Agreement • December 8th, 2003 • Ralcorp Holdings Inc /Mo • Grain mill products
Reference is hereby made to the Purchase Agreement (the “Purchase Agreement”) dated as of November 12, 2003, among Value Added Bakery Holding Company, (the “Company”), each of the persons set forth on Exhibit A thereto, each of the person set forth on Exhibit B thereto, RH Financial Corporation ( “Buyer”) and, solely with respect to Section 13.15 thereof, Ralcorp Holdings, Inc. Capitalized terms used herein without definition shall have the meanings specified for such terms in the Purchase Agreement. The Purchase Agreement hereby is amended as follows:
