FORM OF MASTER EXTERNAL MANUFACTURING AGREEMENT]1Master External Manufacturing Agreement • June 11th, 2008 • Ralcorp Holdings Inc /Mo • Grain mill products • Delaware
THIS MASTER EXTERNAL MANUFACTURING AGREEMENT (the “Agreement”) is entered into as of this [•], 2008, by and between Kraft Foods Global, Inc., a Delaware corporation (“Kraft”), and [Ralcorp Subsidiary], a [Missouri] corporation (“External Manufacturer”).
Ralcorp Holdings, Inc. 800 Market Street, Suite 2900 St. Louis, Missouri 63101 Re: RMT Transaction Agreement by and between Kraft Foods Inc., Cable Holdco, Inc., Ralcorp Holdings, Inc., and Ralcorp Mailman LLC. To the Board of Directors: We have acted...RMT Transaction Agreement • June 11th, 2008 • Ralcorp Holdings Inc /Mo • Grain mill products
In rendering our opinion, we have assumed, with your permission, that (i) the Merger and Upstream Merger will be effected in accordance with the RMT Agreement, (ii) the information set forth in the Registration Statement, the Proxy, the Ruling Request, the Ruling and the statements concerning the Merger and Upstream Merger set forth in the RMT Agreement are true, complete and correct and will remain true, complete and correct at all times up to and including the Short Form Merger Effective Time, and (iii) the representations to be made by the parties in their respective Tax Representation Letters will be true, complete and correct at all times up to and including the Splitco Merger Effective Time or Short Form Merger Effective Time, as specified therein. We have also assumed that the parties have complied with and, if applicable, will continue to comply with, the covenants contained in the RMT Agreement and the Tax Allocation Agreement.
FORM OF PROJECT AGREEMENT]2Project Agreement • June 11th, 2008 • Ralcorp Holdings Inc /Mo • Grain mill products
THIS PROJECT AGREEMENT, dated as of [•], 2008, by and between [Ralcorp Subsidiary] (“Ralcorp”) and Kraft Foods Global, Inc. (“External Manufacturer”) is executed and delivered in accordance with the Master Agreement dated [•], 2008 (the “Master Agreement”) between [Ralcorp Subsidiary] and External Manufacturer, and this Project Agreement hereby becomes part of the Master Agreement as of the date of execution hereof.
