ContractTax Allocation Agreement • June 11th, 2008 • Ralcorp Holdings Inc /Mo • Grain mill products • Delaware
TAX ALLOCATION AGREEMENT dated as of , 2007 (this “Agreement”) among Kraft Foods Inc., a Virginia corporation (“Parent”), Cable Holdco, Inc., a newly organized Delaware corporation and direct wholly-owned Subsidiary of KFG (“Splitco”) and Ralcorp Holdings, Inc., a Missouri corporation (“RMT Partner”, collectively, the “Companies”). Capitalized terms used in this Agreement are defined in Article I below or in the RMT Transaction Agreement.
FORM OF MASTER EXTERNAL MANUFACTURING AGREEMENT]1Form of Master 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 [Ralcorp Subsidiary], a [Missouri] corporation and Kraft Foods Global, Inc., a Delaware corporation (“External Manufacturer”).
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.
FORM OF TRANSITION SERVICES AGREEMENT]Form of Transition Services Agreement • June 11th, 2008 • Ralcorp Holdings Inc /Mo • Grain mill products • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [•], 2008, is by and between Kraft Foods Global, Inc., a Delaware corporation (together with its applicable affiliates, “Service Provider”), and Ralcorp Holdings, Inc., a Missouri corporation (“Service Receiver”).
