**Exhibit 4.2**

 

**11 July 2000**

 

 

**AMENDED AND RESTATEDMERGER AGREEMENT**

 

**between**

 

**DELUXESTAR LIMITED ANDOTHERS (1)**

 

**and**

 

**NABISCO INTERNATIONAL,INC. (2)**

 

 

**Ashurst Morris Crisp**

**Broadwalk House**

**5 Appold Street**

**LONDON  EC2A 2HA**

**NJS/D758.00004/1765328**

 

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**CONTENTS**

 
| **CLAUSE**              |
|-------------------------|
|                    |   |
| 1.                      | INTERPRETATION |
| 2.                      | SALE AND  PURCHASE |
| 3.                      | CONSIDERATION |
| 4.                      | DELUXESTAR’S  ACKNOWLEDGEMENTS |
| 5.                      | INDEBTEDNESS,  WORKING CAPITAL AND EBITDA ADJUSTMENTS |
| 6.                      | ASSIGNMENT OF  INTERCOMPANY DEBT |
| 7.                      | CONDUCT BETWEEN  SIGNING AND COMPLETION |
| 8.                      | COMPLETION |
| 9.                      | SAUDI  COMPLETION AND TUNISIAN COMPLETION |
| 10.                     | UNDERTAKINGS  IN RELATION TO NACO AND NTSA |
| 11.                     | NABISCO WARRANTIES  AND INDEMNITIES |
| 12.                     | CO-OPERATION AND  FURTHER ASSURANCE |
| 13.                     | POWER OF  ATTORNEY |
| 14.                     | MANAGERIAL AND  OPERATIONAL CONTROL |
| 15.                     | TERMINATION OF  THE SALE OF NACO AND NTSA |
| 16.                     | CONFIDENTIALITY |
| 17.                     | MISCELLANEOUS |
| 18.                     | COSTS |
| 19.                     | PLANTERS  & BISCUIT CO |
| 20.                     | NOTICES |
| 21.                     | GOVERNING  LAW, JURISDICTION AND SERVICE OF PROCESS |
|                    |   |
| SCHEDULE 1              |
| NABISCO  BUSINESS GROUP |
| SCHEDULE 2              |
| WARRANTIES              |

 

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**AGREED FORM DOCUMENTS**

 

TaxDeed

DeluxestarDiscounted Preferred Securities

 

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**THIS AGREEMENT** is made on 11 July 2000

 

**BETWEEN**:

 

**(1)****                                 DELUXESTAR LIMITED**(No. 3922573) (“**Deluxestar**”),**FINALREALMLIMITED** (No. 3877932) (“**Finalrealm**”) and **BLADELAND LIMITED**(No.3877866) (**“Bladeland”**)each of whose registered office is at Pinners Hall, 105 Old Broad Street,London EC2N 1EH; and

** **

**(2)****                                 NABISCO INTERNATIONAL, INC.**, a Delawarecorporation whose principal office is situated at 200 Deforest Avenue, EastHanover, NJ 07936-1944, USA (“**Nabisco**”).

** **

**RECITALS:**

 

**WHEREAS** this Agreement is intended to restate and to replace in itsentirety the Merger Agreement dated 17 March 2000 made between Nabisco,Bladeland, Deluxestar, Finalrealm and Hillsdown Holdings Limited (the **“MergerAgreement”**) as amended by a supplemental agreement dated 17 April,2000 made between those parties and others.

 

**IT IS AGREED** as follows:

 

# 1.                                           **INTERPRETATION**

 

## 1.1                                     In this Agreement and in the Schedules the following definitions areused:

 

“**Accounts**”means the aggregated profit and loss account of the Nabisco Business Group forthe financial year ended on the Accounts Date and the aggregated balance sheetof the Nabisco Business Group as at the Relevant Time to be prepared inaccordance with clause 5;

 

“**AccountsDate**”****means 31 December 1999;

 

“**Ashursts**”means Ashurst Morris Crisp of Broadwalk House, Appold Street, London EC2A 2HA;

 

“**business day**”****meansa day (not being a Saturday or Sunday) on which banks are open for generalbanking business in the City of London and New York;

 

“**CompaniesAct**” means the Companies Act 1985;

 

“**Completion**”means Iberia Completion, Saudi Completion or Tunisian Completion, as the casemay be;

 

“**Debt**”means, in respect of any Designated Company, (i) all obligations for borrowedmoney, (ii) all obligations evidenced by bonds, debentures, notes or othersimilar instruments, (iii) all obligations in respect of letters of credit orbankers’ acceptances or similar instruments (or reimbursement obligations withrespect thereto), (iv) all obligations to pay the deferred purchase price ofreal property or services, (v) all obligations as lessee under any financeleases (net of future finance charges), (vi) all actual, deferred or contingentliabilities arising on or resulting from the factoring or securitisation ofreceivables,****(vii) all interest (including bank interest), fees andpenalties (including prepayment penalties) accrued

 

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or payable inrespect of any of (i) to (vi) above at that time and (viii) Intercompany Debtbut excluding trade payables incurred in the ordinary course (including withoutlimitation to other members of the Retained Group); provided that the term“Debt” with respect to NACO shall mean 75% of the amount determined withrespect to such entity;

 

“**DiscountedPreferred Securities”**means Dual Convertible Discounted PreferredSecurities of Deluxestar constituted by an instrument in the agreed form dated25 April 2000;

 

“**EBITDA**”means earnings on ordinary trading activities before interest, tax,depreciation and amortization but excluding the impact of any one off orexceptional items and determined on the basis of financial statements preparedon a standalone basis (as if the business had been operated independent of theRetained Group with all costs incurred on an arms length basis and beingadequate and appropriate for the business);

 

“**Environment**”means the natural and man-made environment and all or any of the followingmedia namely air, water and land including air within buildings and air withinother natural or man-made structures above or below ground;

 

“**EnvironmentalLaw**”****means all laws, regulations, directives, statutes,subordinate legislation, common law and other national and local laws, alljudgments, orders instructions or awards of any court or competent authorityand all codes of practice and guidance notes which relate to the Environment;

 

“**GovernmentalAuthority**” means any foreign, national, state, provincial or localgovernment, any political subdivision thereof or any governmental, judicial,public or statutory instrumentality, tribunal, agency, authority, body orentity, or other regulatory bureau, authority, body or entity having legaljurisdiction over the activity or person in question (including thosepertaining to competition, health and safety or the Environment);

 

“**Group**”means, in relation to any company, that company and any company controlling,controlled by or under common control with it;

 

“**GroupCompany**” means, in relation to any company, any company which fromtime to time is a member of its Group;

 

“**Guarantees**”means all guarantees, indemnities, bonds, surety arrangements, letters ofcomfort and similar assurances or obligations given or undertaken by, a personto secure or support the obligations (actual or contingent) of any third partyand whether given directly or by way of counter-indemnity to any such thirdparty;

 

“**IberiaCompletion**” means completion of the sale and purchase of the IberiaShares in accordance with the provisions of clause 8;

 

“**IberiaShares**” means 20,408,400 shares of Pts 1,000 each in Nabisco Iberia,being the entire issued share capital of Nabisco Iberia;

 

“**IntellectualProperty Rights**”  means allinventions, patents, registered designs, design rights and copyrights, trademarks, trade, business or domain names (whether registered or not) and thegoodwill therein and applications to register any of the foregoing and rightsin

 

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inventions,know-how, trade secrets and other confidential information, rights in databasesand all rights of a similar nature throughout the world;

 

**“Intercompany Debt**”means any Debt owed by the Nabisco Business Group to the Retained Group;

 

“**Legal Steps**”means the Saudi Legal Steps or, as the case may be, the Tunisian Legal Steps;

 

“**London StockExchange**”****means London Stock Exchange plc;

 

“**NabiscoBusiness Group**” means the companies details of which are set out inSchedule 1 and “**Designated Company**” means any one of these;

 

“**NabiscoBusiness Intellectual Property Rights**” means any and allIntellectual Property Rights used in the business of the Nabisco BusinessGroup;

 

“**NabiscoIberia**” means Nabisco Iberia S.L., a company incorporated in Spainwith Tax ID number B80662950 details of which are set out in Schedule 1;

 

“**NACO**”means Nabisco Saudi Arabia Co., Limited a limited company incorporated in SaudiArabia with commercial registration number 2051020990 whose principal office issituated at P.O. Box 4113, Damman 31442, Saudi Arabia details of which are setout in Schedule 1;

 

“**Net Debt**”means the aggregate Debt of the Nabisco Business Group as at the Relevant Timeless the aggregate of all cash or cash equivalents held by or for the benefitof the Nabisco Business Group as at that time provided that, with respect toNACO, only 75% of the cash and cash equivalents held by it or for its benefitshall be taken into account;

 

“**Norton Rose**”means Norton Rose of Kempson House, Camomile Street, London EC3A 7AN;

 

“**NTSA**”means Nabisco Tunisia, S.A. a corporation in the form of Societes Anonymeswhose principal office is B.P.89, Hamman-Lif 2050 Tunisia details of which areset out in Schedule 1;

 

“**Offer**”means the offer made by Finalrealm for the entire issued and to be issued sharecapital of United;

 

“**RelevantTime**” means 11.59 p.m. (local time) on 10 July 2000;

 

“**RetainedGroup**” means Nabisco and its subsidiaries other than the NabiscoBusiness Group;

 

“**Sale Shares**”means the Iberia Shares, the Saudi Shares and the Tunisian Shares;

 

“**SaudiCompletion**” means completion of the sale and purchase of the SaudiShares in accordance with the provisions of clause 8;

 

“**Saudi LegalSteps**” means the legal requirements necessary to effect the transferof the legal title to the Saudi Shares under the laws of Saudi Arabia being:

 

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### (a)                                the delivery of a letter of consent from Olayan Saudi HoldingCompany (“**Olayan**”)as continuing shareholder in NACO consenting to the sale of the Saudi Sharesand confirming that it agrees to waive all pre-emption rights it has inrelation to the sale of the Saudi Shares hereunder (the “**Olayan Consent**”);

 

### (b)                               Deluxestar and, where necessary, Nabisco obtaining a foreigninvestment licence from the competent Saudi Arabian Authority approvingDeluxestar as investor in NACO;

 

### (c)                                signature before a Saudi Arabian notary public by Olayan, Nabiscoand Deluxestar of a Ministry of Commerce approved resolution amending NACO’sarticles of association to accommodate the transfer of the Saudi Shares andpublication in the Saudi Official Gazette; and

 

### (d)                               amendment of NACO’s commercial registration at the Ministry ofCommerce in relation to the transfer of the Saudi Shares;

 

“**Saudi Shares**”means 17,145 shares of SR500 cash in NACO, being 75% of the issued sharecapital of NACO;

 

**“Shareholder Documentation”** means:

 

### (a)                                all and any documents setting out any terms of investment by anymember of the Retained Group in either NACO or NTSA (including, withoutlimitation, joint venture and shareholder agreements); and

 

### (b)                               any other contract (whether written or otherwise) between any memberof the Retained Group and either NACO or NTSA;

 

[“**SupplementalAgreements”** means the Trade Marks Agreements and the documents inthe agreed form titled “Services Agreement”, “Products Purchase Agreement(Americas to EMEA)” and “Products Purchase Agreement (EMEA to Americas)”;]

 

“**taxation**”**or**“**tax**”****meanstaxation or tax as defined in the Tax Deed;

 

“**Taxes Act**”means the Income and Corporation Taxes Act 1988;

 

“**Tax Deed**”means the tax deed in the agreed form between Nabisco and Deluxestar to beexecuted at Iberia Completion;

 

“**Trade MarksAgreements**” means the agreements in the agreed form entitled“Assignment of Royal Trade Marks (Company Territory Royal Marks)”, “Know-HowCross Licence”, “Royal Trade Mark Use Agreement”, “Assignment of Royal TradeMarks (Non-Company Territory Royal Brands)”, “Trade Mark Assignment -Local Brands”, “Trade Mark Sub-Licence Agreement”, “Assignment of Trade MarkLicence (Italy)” and “Assignment of Trade Mark Licence (Iceland)”;

 

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“**TunisianCompletion**” means completion of the sale and purchase of theTunisian Shares in accordance with the provisions of clause 8;

 

### “**TunisianLegal Steps**” means the legal requirements needed to effect thetransfer of the legal title to the NTSA Shares under the laws of Tunisia being:

 

### (a)                             registrationof Nabisco in accordance with all applicable Tunisian laws as the legal ownersof the Tunisian Shares;

###  

### (b)                            executionof a share transfer document;

###  

### (c)          approval of the Central Bank ofTunisia;

 

### (d)                             registrationwith the Tunisian Stock Exchange of the transfer of the Tunisian Shares and thedelivery by the financial intermediary to Nabisco of a certificate of suchregistration;

 

### (e)                              registrationof the share transfer by a financial intermediary of Nabisco; and

 

### (f)                                theentry on the company register of NTSA of the transfer of the Tunisian Shares byNabisco;

 

“**TunisianShares**” means 1,326 shares of DT100 in NTSA, being the entire issuedshare capital of NTSA;

 

“**United**”means United Biscuits (Holdings) Limited;

 

“**Warranties**”means the warranties given by Nabisco set out in Schedule 2; and

 

“**WorkingCapital**” means the sum of all current assets (excluding cash andcash equivalents) of the Nabisco Business Group minus the sum of all currentliabilities (including Tax (other than deferred tax)) and excluding Debt,pension liabilities and bank interest accruals of the Nabisco Business Group.

 

## 1.2                                     In this Agreement, words and expressions defined in the CompaniesAct shall bear the same meaning as in that Act.

##  

## 1.3                                     In this Agreement, save where the context otherwise requires:

 

### (a)                                a reference to a statute or statutory provision shall include areference:

 

#### (i)                              to that statute or provision as from time to time consolidated,modified, re-enacted or replaced by any statute or statutory provision;

 

#### (ii)                           to any repealed statute or statutory provision which it re-enacts(with or without modification); and

 

### (b)                               any subordinate legislation made under the relevant statute;

 

### (c)                                words in the singular shall include the plural, and vice versa;

 

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### (d)                               the masculine gender shall include the feminine and neuter and viceversa;

 

### (e)                                a reference to a person shall include a reference to a firm, a bodycorporate, an unincorporated association or to a person’s executors oradministrators;

 

### (f)                                  a reference to a clause, sub-clause or Schedule (other than to aschedule to a statutory provision) shall be a reference to a clause, sub-clauseor Schedule (as the case may be) of or to this Agreement;

 

### (g)                               if a period of time is specified and dates from a given day or theday of an act or event, it shall be calculated exclusive of that day;

 

### (h)                               references to any English legal term for any action, remedy, methodor judicial proceeding, legal document, legal status, court, official or anylegal concept or thing shall in respect of any jurisdiction other than Englandbe deemed to include what most nearly approximates in that jurisdiction to theEnglish legal term;

 

### (i)                                   a person shall be deemed to be connected with another if that personis connected with another within the meaning of section 839 of the Taxes Act;

 

### (j)                                   references to writing shall include any modes of reproducing wordsin a legible and non-transitory form;

 

### (k)                                a reference to a balance sheet or profit and loss account shallinclude a reference to any note forming part of it;

 

### (l)                                   where any Warranty is qualified by the expression “to the best ofthe knowledge, information and belief of Nabisco or “so far as Nabisco isaware” or any similar expression, that Warranty shall be deemed to include anadditional statement that it has been made after due, diligent and carefulenquiry by such party;

 

### (m)                             references to documents “in the agreed form” shall be to documentsagreed between the parties, annexed to this Agreement and initialled foridentification by Ashursts and Norton Rose;

 

### (n)                               the headings in this Agreement are for convenience only and shallnot affect the interpretation of any provision of this Agreement; and

 

### (o)                               references to this Agreement include this Agreement as amended orsupplemented in accordance with its terms.

 

## 1.4                                     The designations adopted in the recitals and introductory statementspreceding this clause apply throughout this Agreement and the Schedules.

 

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# 2.                                           **SALE AND PURCHASE**

 

## 2.1                                     Subject as provided in clauses 2.4, 4 and 10.3, Nabisco is thebeneficial owner of and at the relevant Completion shall sell or procure to besold with full title guarantee, and Deluxestar shall purchase, the Sale Shares.

 

## 2.2                                     The Sale Shares shall be sold free from any option, charge, lien,equity, encumbrance, rights of pre-emption or any other third party rights andtogether with all rights attached to them at the date of this Agreement orsubsequently becoming attached to them.

 

## 2.3                                     Nabisco waives and agrees to procure the waiver of any restrictionson transfer (including pre-emption rights) which may exist in relation to theSale Shares (or any of them) under the articles of association of any of theDesignated Companies or otherwise.

 

## 2.4                                     The parties have agreed that, notwithstanding that all consentsrequired to transfer the Saudi Shares and the Tunisian Shares have not beenobtained at the date hereof, control of, and the economic interests in, NACOand NTSA shall be transferred to Deluxestar with effect from the date hereof.

 

# 3.                                           **CONSIDERATION**

 

## 3.1                                     The total consideration for the sale of the Sale Shares shall be:

##  

### (a)                                the issue by Deluxestar of, in aggregate, £26,659,884,723 nominalamount of Discounted Preferred Securities, of which (i) £23,407,287,486 shallbe issued to Nabisco EMEA Sarl in respect of the transfer of the Iberia Shares,and (ii) £3,195,534,128 in respect of the transfer of the Tunisian Shares and£57,063,109 in respect of the Saudi Shares shall be issued to Nabisco EuroHoldings Limited;

###  

### (b)                               any payments due or adjustments made in accordance with clause 5.

 

# 4.                                           **DELUXESTAR’S ACKNOWLEDGEMENTS**

 

## 4.1                                     Deluxestar hereby acknowledges and agrees that it will not becomethe legal owner of the Saudi Shares or, as the case may be, the Tunisian Shares(or any of them) nor become recognised as such by the relevant authoritieseither in Saudi Arabia in relation to the Saudi Shares or Tunisia in relationto the Tunisian Shares until Saudi Completion or as the case may be TunisianCompletion has taken place hereunder and the relevant Legal Steps have beensatisfied.  Deluxestar and Nabisco shalluse their respective best endeavours to complete the Legal Steps as soon aspossible after the date of this Agreement.

 

## 4.2                                     Deluxestar acknowledges and agrees that it will obtain all necessarysupport from its parent company and other members of its Group that have thenecessary experience in the type of business conducted by NACO if this isrequired by the competent Saudi Arabian authorities in order to grantDeluxestar an investment licence.

 

## 4.3                                     Deluxestar acknowledges and agrees that with effect from the date offulfilment of the Saudi Legal Steps it will be bound by the provisions of theJoint Venture Agreement between Olayan and Nabisco dated 23 May 1995 (the “**JointVenture Agreement**”) and will take all steps necessary to replaceNabisco in the Joint Venture Agreement in each and every respect 

##  

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## including fully replacing Nabisco in any guaranteesNabisco has provided thereunder and with effect from the same date fullyindemnify Nabisco against all costs, proceedings or claims arising therefrom.

 

## 4.4                                     The parties shall use all reasonable efforts to ensure thesatisfaction of the Saudi and Tunisian Legal Steps as soon as practicable afterthe date hereof.  Such efforts shallinclude (but shall not be limited to) direct liaisons with GovernmentalAuthorities and any other relevant entities and, without prejudice to thegenerality of the foregoing, each of the parties agrees to co-operate and useall reasonable efforts to contest and resist any action, including legislative,administrative or judicial action, and to have vacated, lifted, reversed oroverturned any order (whether temporary, preliminary or permanently) of anycourt of Governmental Authority that is in effect and that restricts, preventsor prohibits the transfer of the Saudi Shares or the Tunisia Shares, includingthe pursuit of all reasonable avenues of administrative and judicial appeal.

 

# 5.                                           **INDEBTEDNESS, WORKING CAPITAL AND EBITDAADJUSTMENTS**

 

## 5.1                                     **IndebtednessAdjustment at Completion**

 

[CLAUSE DELETED]

 

## 5.2                                     **WorkingCapital Notification at Completion**

 

[CLAUSEDELETED]

 

## 5.3                                     **Determinationof Adjustments**

 

### (a)                                The parties shall use their respective reasonable endeavours toprocure that promptly after the date of this Agreement the following areprepared by Deluxestar:

 

#### (i)                              the Accounts;

 

#### (ii)                           a statement of Net Debt and a statement of Working Capital for theNabisco Business Group (which shall identify separately the amount of Net Debtand Working Capital attributable to each of NACO and NTSA) in each case as atthe Relevant Time and a statement of EBITDA for the Nabisco Business Group(which shall identify separately the amount of EBITDA attributable to each ofNACO and NTSA) for the year ended on the Accounts Date (the **“Statementof Net Debt”**, the **“Statement of Working Capital”** and the **“Statementof 1999 EBITDA”**respectively); and

 

#### (iii)                        a statement (the **“Statement of Actual Average Working Capital”**)of the average Working Capital of the Nabisco Business Group (the **“ActualAverage Working Capital”**) as at the end of each of the 12 months to30 June 2000 (identifying separately the amount of average WorkingCapital attributable to each of NACO and NTSA).

 

### (b)                               The Accounts and the statements referred to in clause 5.3(a) (the **“Statements”**)shall be prepared in accordance with the accounting policies of Nabisco asapplied in its latest audited accounts save that no account shall be taken ofacts or omissions

###  

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### after the Relevant Time taken by the Purchaser or itsGroup occurring outside the ordinary course of business.

 

### (c)                                Forthwith after completion of the preparation of the Accounts andthe preparation of the Statements they shall be delivered in draft toNabisco.  Within 10 Business Days ofreceipt, Nabisco shall notify Deluxestar in writing whether it accepts them forthe purposes of this Agreement.

 

### (d)                               If Nabisco notifies Deluxestar that it does not accept any suchdraft Statement:-

 

#### (i)                              it shall, at the same time, set out in a notice in writing itsreasons in full for such non-acceptance and specify the adjustments which, inits opinion, should be made to such draft Statement in order to comply with therequirements of this Agreement and deliver a copy of such notice to Deluxestar;and

 

#### (ii)                           the parties shall use all reasonable endeavours to meet and discussthe objections of Nabisco and to reach agreement upon the adjustments (if any)required to be made to such draft Statement.

 

### (e)                                If Nabisco is satisfied with the draft Statements (either asoriginally submitted or after adjustments agreed between Nabisco andDeluxestar) or if Nabisco fails to notify Deluxestar of its non-acceptance ofthe draft Statements within the 10 business day period referred to in clause5.3(c), then the draft Statements (incorporating any agreed adjustments) shallconstitute the Statements for the purposes of this Agreement.

 

### (f)                                  If Nabisco and Deluxestar do not reach agreement within 10 businessdays of Nabisco’s notice of non-acceptance pursuant to clause 5.3(d) then thematters in dispute (and only those) shall be referred, on the application ofeither Nabisco or Deluxestar, for determination by an independent firm ofinternationally recognised chartered accountants to be agreed upon by Nabiscoand Deluxestar or, failing agreement, to be selected, on the application ofeither of them, by the President for the time being of the Institute ofChartered Accountants in England and Wales or his duly appointed deputy.  The following provisions shall apply to suchdetermination:-

 

#### (i)                              Deluxestar and/or Deluxestar’s accountants and Nabisco and/orNabisco’s accountants shall each promptly prepare a written statement on thematters in dispute which (together with the relevant documents) shall besubmitted to such independent firm for determination;

 

#### (ii)                           in giving such determination, the firm shall state what adjustments(if any) are necessary to the draft Statements in respect of the matters indispute in order for them to comply with the requirements of this Agreement;

 

#### (iii)                        any such firm shall act as an expert (and not as an arbitrator) inmaking any such determination which shall be final and binding on the parties(in the absence of manifest error);

 

#### (iv)                       each party shall bear the costs and expenses of all counsel andother advisers, witnesses and employees retained by it and the costs and theexpenses of the

 

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#### independent firm of accountants shall be borne betweenNabisco and Deluxestar in such proportions as the firm shall in its discretiondetermine or, in the absence of any such determination, equally between Nabiscoand Deluxestar.

 

### (g)                               When Nabisco and Deluxestar reach (or pursuant to clause 5.3(e) aredeemed to reach) agreement on the Statements or when the Statements are finallydetermined at any stage in accordance with the procedures set out in thisclause 5.3, the Statements as so agreed or determined shall be the Statementsfor the purposes of this Agreement and shall be final and binding on theparties.

 

### (h)                               Subject to any rule of law or any regulatory body, Nabisco andDeluxestar shall, insofar as they are able, procure that the Nabisco BusinessGroup shall, promptly provide each other, their respective advisers, theindependent firm of chartered accountants appointed pursuant to this clause 5.3to determine the Statements and Deluxestar’s accountants and Nabisco’saccountants with all information (in their respective possession or control)relating to the operations of the Nabisco Business Group, including access atall reasonable times to all Nabisco Business Group’s employees, books andrecords, and all co-operation and assistance, as may in any such case bereasonably required to:-

 

#### (i)                              enable the production of the Statements; and

 

#### (ii)                           enable any independent firm of chartered accountants appointedpursuant to this clause 5.3 to determine the Statements.

 

Nabisco and Deluxestar hereby authorise each other,their respective advisers and the independent firm of chartered accountantsappointed pursuant to this clause 5.3 to take copies of all information whichthey have agreed to provide under this clause 5.3(h).

 

## 5.4                                     **NetDebt Adjustment**

 

Within 5 daysafter agreement or determination in accordance with clause 5.3 of the  Statement of Net Debt, either (i) Nabiscoshall pay to Deluxestar the amount, if any, by which the Net Debt determinedfrom the Statement of Net Debt exceeds £75,000,000 or (ii) Deluxestar shall payto Nabisco the amount, if any, by which the Net Debt determined from theStatement of Net Debt is less than £75,000,000.

 

## 5.5                                     **WorkingCapital Adjustment**

 

Within 5 daysafter agreement or determination in accordance with clause 5.3 of the Statementof Working Capital, either (i) Nabisco shall pay to Deluxestar an amount equalto the amount, if any, by which the Working Capital determined from theStatement of Working Capital is less than 95 per cent. of the Actual AverageWorking Capital determined from the Statement of Actual Average Working Capitalor (ii) Deluxestar shall pay to Nabisco an amount equal to the amount, if any,by which the Working Capital determined from the Statement of Working Capitalexceeds 105 per cent. of the Actual Average Working Capital determined from theStatement of Actual Average Working Capital.

 

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## 5.6                                     **EBITDAAdjustment**

 

Within 5 days after agreement or determination inaccordance with clause 5.3 of the Statement of 1999 EBITDA, Nabisco will, orwill procure that a member of its Group shall, pay to Deluxestar the sterlingequivalent of an amount equal to 7 times the shortfall if any of the 1999EBITDA shown in the Statement of 1999 EBITDA below the US$ equivalent of£25,500,000, provided that unless such shortfall exceeds the US$ equivalent of£1,275,000 no amount shall be payable. For the purposes of this clause 5.6 the sterling equivalent or US$equivalent of an amount shall be calculated on the basis of the $/£ exchangerate as at 31 December 1999, being £1 = $1.6182.

 

## 5.7                                     **Miscellaneous**

 

### (a)                                Payments made pursuant to clauses 5.4, 5.5 and 5.6 shall be treatedas adjustments to the consideration for the Sale Shares and shall be allocatedto the businesses to which they relate.

 

### (b)                               Where pursuant to the various sub-clauses of this clause 5 paymentsare due, the amounts in question may (provided they are due and payable at thesame time) be netted one against another and a single payment made by the partyowing the larger amount.

 

### (c)                                For the avoidance of doubt, the parties hereby acknowledge and agreethat all adjustments pursuant to this clause 5 shall be satisfied in cash andnot through an adjustment of the nominal amount of Discounted PreferredSecurities issued hereunder.

 

### (d)                               For the avoidance of doubt, no amount payable under this clause 5shall bear interest.

 

### (e)                                Any payment pursuant to this clause 5 shall be made by electronicfunds transfer in immediately available funds to such bank account as thepayees shall have directed.

 

### (f)                                  The Net Debt and any amount payable pursuant to clause 5.5 shall beconverted into GBP £, using the relevant exchange rates at the Relevant Time,as derived from the relevant Reuters pages. All payments made pursuant to this clause 5 shall be made in GBP £.

 

# 6.                                           **ASSIGNMENT OF INTERCOMPANY DEBT**

 

[CLAUSEDELETED]

 

# 7.                                           **CONDUCT BETWEEN SIGNING AND COMPLETION**

 

## 7.1                                     Nabisco undertakes to and covenants with Bladeland, Finalrealm andDeluxestar, in respect of NACO and NTSA, that between the date hereof and therelevant Completion it shall procure (by the exercise of its powers in relationto NACO and NTSA and its rights as the beneficial owner of the Saudi Shares andthe Tunisian Shares and otherwise) that, unless (i) otherwise agreed in writingby Deluxestar, such agreement not to be unreasonably withheld or delayed or(ii) expressly contemplated by this Agreement provided that no liability (otherthan ordinary course non-material liabilities) arises therefrom in NACO andNTSA:

 

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### (a)                                the businesses of NACO and NTSA shall be carried on in the ordinaryand proper course and substantially in the same manner that such businesseshave been carried on prior to the date hereof and no material change shall bemade to the nature or scope of NACO and NTSA’s businesses as at the datehereof;

 

### (b)                               neither NACO nor NTSA:

 

#### (i)                              acquire or dispose of or agree to acquire or dispose of any sharesin any company or any material part of its business or any material asset otherthan trading stock in the ordinary course of business;

 

#### (ii)                           borrow any monies or enter into any transaction or arrangement tocreate any Debt or other indebtedness of any nature (other than trade debts inthe ordinary course of business) to include, without prejudice to theforegoing, borrowings by way of loan, bond, note, stock or other security (ineach case where the value thereof exceeds £5 million);

 

#### (iii)                        create, extend, grant or issue or agree to create, extend, grant orissue any mortgage, pledge, charge, lien or any other security interest overthe whole or any material part of its present or future revenues or assets;

 

#### (iv)                       enter into or incur any liability, obligation or commitment of anykind of a long term nature or which is, or is likely to be, material andonerous;

 

#### (v)                          engage in any material litigation, arbitration, prosecution or otherlegal proceedings other than ordinary course debt collection and exceptcurrently ongoing litigation conducted in good faith;

 

#### (vi)                       create or issue or agree to create or issue any share or loancapital, or give or agree to give any option in respect of any share or loancapital or declare, make or pay any dividend or any other distribution on anyshare capital to any person;

 

#### (vii)                    declare, make or pay any non-cash dividend;

 

#### (viii)                 enterinto any material transactions (whether of a trading nature, on capital accountor otherwise) other than on an arm’s length, commercial and bona fide basis andfor its own benefit;

 

#### (ix)                         save where insolvent, pass any resolution to wind up NTSA or NACO orfor a member’s voluntary winding-up or to cause it to cease carrying on all orany part of its business;

 

#### (x)                            give or enter into any material guarantee, indemnity or security inrespect of any liabilities of any third party;

 

#### (xi)                         make any expenditure on capital items in excess of £5 million inaggregate in any financial year;

 

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#### (xii)                      make any material change in the terms and conditions of itsdirectors or employees or the benefits given to any such directors or employeesor in any relevant working practices or collective agreements;

 

#### (xiii)                   cancel, release or assign any material indebtedness owed to it; or

 

#### (xiv)                  fail to renew or take any action to defend or preserve any of thematerial intellectual property rights of any member of the Group.

 

## 7.2                                     Nabisco warrants to Deluxestar that, save as disclosed prior to thedate hereof, the business of the Nabisco Business Group has been carried onbetween 17 March 2000 and the date hereof in accordance with clauses 7.1(a) and(b), as if references therein to NACO and NTSA were substituted by referencesto the Nabisco Business Group.

 

# 8.                                           **COMPLETION**

 

## 8.1                                     Iberia Completion shall take place immediately following theexchange hereof and Saudi Completion and Tunisia Completion shall take place onthe 5th business day following the satisfaction of the Saudi LegalSteps or the Tunisia Legal Steps (as the case may be) at such place or at suchother time as Nabisco and Deluxestar shall agree when all (but not part onlyunless Nabisco and Deluxestar shall agree) of the relevant business referred toin clause 8.2 shall be conducted.

 

## 8.2                                     At each Completion:

 

### (a)                                Nabisco shall deliver or cause to be delivered to Deluxestar:

 

#### (i)                              duly executed notarial deeds of transfer to Deluxestar or itsnominee of the relevant Sale Shares together with duly endorsed sharecertificates for them in the names of the relevant transferors;

 

#### (ii)                           any power of attorney under which any document referred to in (i)above is executed;

 

#### (iii)                        any waivers, consents or other documents required to vest inDeluxestar or its nominees the full beneficial ownership of the relevant SaleShares and enable Deluxestar to procure them to be registered in the name ofDeluxestar or its nominees (including a foreign investment authority priorclearance form, if applicable);

 

#### (iv)                       the certificates of incorporation, common seals, all statutory andminute books (which shall be written up to, but not including, the date ofCompletion) and share certificate books of each company being sold togetherwith all unused share certificate forms;

 

#### (v)                          definitive certificates in respect of all the shares owned by eachcompany being sold together with duly executed notarial deeds of transfer inblank in respect of all such shares not registered in the name of a companybeing sold;

 

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#### (vi)                       the written resignations of all directors of and the secretary ofeach company being sold (other than any director or secretary whom Deluxestarmay wish to remain in office) executed as a deed and stating there are nooutstanding liabilities of such company to such persons;

 

#### (vii)                    evidence reasonably satisfactory to Deluxestar that each charge towhich any asset or undertaking of each company being sold is subject has beenfully released or discharged without any liability to the relevant company;

 

#### (viii)                 apower of attorney from the vendors of the Sale Shares being sold (and theholders of any nominee shares) relating to the exercise of rights in respect ofsuch shares pending their registration in the name of Deluxestar and/or itsnominee;

 

#### (ix)                         a notice of resignation of the existing auditors of each companybeing sold containing a statement that there are no circumstances connectedwith such resignation which the auditors consider should be brought to theattention of the members or creditors of such company;

 

#### (x)                            certified copies of board minutes of Nabisco approving, *inter alia*,the transfer of the Sale Shares being sold;

 

#### (xi)                         in relation to the Saudi Shares, evidence of the satisfaction of theSaudi Legal Steps;

 

#### (xii)                      in relation to the Tunisian Shares, evidence of the satisfaction ofthe Tunisian Legal Steps; and

 

### (b)                               Nabisco shall procure that the following business is transacted atmeetings of the directors of each company comprising Nabisco Business:

 

#### (i)                              the directors of each company shall approve the notarial deeds oftransfer of the Nabisco Business Shares for registration and the entry of thetransferees in the register of members of Nabisco Business to reflect thetransfer;

 

#### (ii)                           the situation of the registered office of each company comprisingNabisco Business shall be changed to that nominated by Deluxestar;

 

#### (iii)                        any person nominated by Deluxestar for appointment as a director orthe secretary of any company comprising Nabisco Business shall be so appointed;

 

#### (iv)                       such auditors as Deluxestar shall select shall be appointed to replacethe existing auditors of any company comprising Nabisco Business; and

 

## 8.3                                     At Iberia Completion in addition to the matters referred to inclause 8.2:

 

### (a)                                Deluxestar shall issue to Nabisco EMEA Sarl and Nabisco EuroHoldings Limited £26,659,884,723 in principal amount of Discounted PreferredSecurities as specified in clause 3.1(a);

 

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### (b)                               Nabisco shall deliver to Deluxestar the Tax Deed duly executed byNabisco and Deluxestar shall deliver to Nabisco a counterpart thereof dulyexecuted by Deluxestar;

 

### (c)                                the parties shall procure the entry into of the SupplementalAgreements by the respective parties thereto.

 

### (d)                               Finalrealm shall discharge or procure the discharge of the £75million facility (together with accrued interest) from Deutsche Bank to NabiscoIberia and procure the release of the Retained Group from the associatedguarantee and any associated obligations.

 

# 9.                                           **SAUDI COMPLETION AND TUNISIAN COMPLETION**

 

[CLAUSE DELETED]

 

# 10.                                     **UNDERTAKINGS IN RELATION TO NACO AND NTSA**

 

## 10.1                               Nabisco undertakes to Deluxestar that if and to the extent that itor any member of the Retained Group receives any dividends or otherdistributions in respect of any of the Saudi Shares after the date of thisAgreement and prior to the earlier of (i) the date of Saudi Completion and (ii)the date upon which the rights and obligations of the parties hereunder inrespect of the Saudi Shares are terminated in accordance with clause 15, itshall, not later than 10 business days after the receipt thereof, pay an amountequal to any such dividends or distributions by way of transfer to Deluxestar’sbank account, details of which Deluxestar will notify in writing to Nabisco.

 

## 10.2                               Nabisco undertakes to Deluxestar that if and to the extent that itor any member of the Retained Group receives any dividends or otherdistributions in respect of any of the Tunisian Shares after the date of thisAgreement and prior to the earlier of (i) the date of Tunisian Completion and(ii) the date upon which the rights and obligations of the parties hereunder inrespect of the Tunisian Shares are terminated in accordance with clause 15, itshall, not later than 10 business days after the receipt thereof, pay an amountequal to any such dividends or distributions by way of transfer to Deluxestar’sbank account, details of which Deluxestar will notify in writing to Nabisco.

 

## 10.3                               Nabisco undertakes to Deluxestar that it shall use its reasonableendeavours to cause the transfer of those six shares in NTSA not legally andbeneficially owned by Nabisco (the “**Other Tunisian Shares**”) to six nominees tobe notified to Nabisco by Deluxestar. The failure to procure any such transfer by the date upon which TunisianCompletion takes place shall not delay Tunisian Completion and Deluxestar shallhave no claim against Nabisco for any failure to cause the transfer of theOther Tunisian Shares.

 

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# 11.                                     **NABISCO WARRANTIES AND INDEMNITIES**

 

## 11.1                               Nabisco warrants as at the date hereof to Deluxestar in the terms ofthe Warranties (except to the extent provided expressly to the contrary in anyWarranties and subject to the matters referred to in clauses 10.3 and 19).

 

## 11.2                               Nabisco shall not (in the event of any claim being made against itin connection with the sale of the Sale Shares to Deluxestar) make any claimagainst any Designated Company or against any director or employee of anyDesignated Company on whom Nabisco may have relied before agreeing to any termof this Agreement or of the Tax Deed.

 

## 11.3                               Each of the Warranties shall be construed as a separate warranty andshall not be limited or restricted by reference to or inference from the termsof any other Warranty.

 

## 11.4                               Subject to the limitations in this clause 11, Nabisco undertakes toindemnify and keep indemnified Deluxestar from and against all claims,liabilities, losses, costs and expenses (including reasonable legal fees) whichDeluxestar may suffer or incur or which may be made against Deluxestar eitherbefore or after the commencement of and arising out of, or in respect of, anyaction in connection with any breach of a Warranty.

 

## 11.5                               The rights and remedies of Deluxestar in respect of a breach of anyof the Warranties shall not be affected by Completion, by any investigationmade by or on behalf of any party into the affairs of the Nabisco BusinessGroup, by the giving of any time or other indulgence by Deluxestar to anyperson, or by any other cause whatsoever except a specific waiver or release byDeluxestar in writing; and any such waiver or release shall not prejudice oraffect any remaining rights or remedies of Deluxestar.

 

## 11.6                               No claim under the Warranties (a “**relevant claim**”) shall bemade unless written notice containing specific details of the relevant claim isserved on Nabisco before 30 September 2001.

 

## 11.7                               A relevant claim shall not be enforceable against Nabisco and shallbe deemed to have been withdrawn unless any legal proceedings in connectionwith it are commenced within six months after written notice of it is firstserved on Nabisco except that, in the case of a relevant claim whichconstitutes only a contingent liability when notice of it is served on Nabisco,such relevant claim will be deemed withdrawn unless legal proceedings are socommenced within six months of the date such relevant claim ceases to becontingent.

 

## 11.8                               The aggregate amount of the liability of Nabisco in respect of allrelevant claims and in respect of any claim for breach of any other provisionof this Agreement or of the Tax Deed shall not exceed £191,800,000.

 

## 11.9                               No liability shall attach to Nabisco in respect of relevant claimsor claims under the Tax Deed unless the aggregate amount of the liability ofNabisco in respect of all such relevant claims together with claims under theTax Deed shall exceed £1 million, in which case only the excess shall bepayable.  No relevant claim shall bemade unless the individual claim exceeds £50,000.

 

## 11.10                         Where Deluxestar is or may be entitled to recover from some otherperson any sum in respect of any matter or event which could give rise to arelevant claim (which in the opinion of a

##  

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## barrister of at least 10 years’ call would have areasonable chance of success), the person so entitled shall use reasonableendeavours to recover that sum before making the relevant claim (keepingNabisco at all times fully and promptly informed of the conduct of suchrecovery) provided that Deluxestar shall be entitled to commence proceedings inrespect of the relevant claim, and any sum recovered will reduce theamount  of the relevant claim (and, inthe event of the recovery being delayed until after the relevant claim has beensatisfied by Nabisco, shall be paid to Nabisco, after deduction of allreasonable costs and expenses of the recovery).

 

## 11.11                         Where any facts or circumstances could give rise to both a relevantclaim under the Warranties and a relevant claim under the Tax Deed, Nabiscoshall not be liable in respect of both relevant claims, and accordingly norecovery shall be made under the Warranties if recovery is made under the TaxDeed and vice versa.

 

## 11.12                         Nothing in this clause 11 shall limit any liability which Nabiscomay have for fraud or fraudulent misrepresentation.

 

## 11.13                         Deluxestar shall:

 

### (a)                                as soon as reasonably practicable notify Nabisco in writing of anyrelevant claim and of any claim or matter which gives or may give rise to arelevant claim;

 

### (b)                               subject to being indemnified to its reasonable satisfaction, permitNabisco to assume conduct of and defend and/or take such action as Nabisco mayreasonably require to avoid, resist, contest or compromise any claim or matterwhich gives or may give rise to a relevant claim; and

 

### (c)                                (if Nabisco elects to permit Deluxestar to assume conduct of anddefend such claim or matter) not settle, make any admission of liability norcompromise any claim or matter which gives or may give rise to a relevant claimwithout the prior written consent of Nabisco, such consent not to be unreasonablywithheld or delayed.

 

## 11.14                         Nabisco agrees to indemnify Deluxestar from and against:

 

### (a)                                any shortfall in the assets of any superannuation scheme of anyDesignated Company or of which its employees are members below the liabilitiesat Completion, calculated on the basis of the assumptions specified in the mostrecent actuarial valuation taking no account of benefits in respect ofpensionable services after Completion or future contributions but making properallowance for prospective increases in salary; and

 

### (b)                               any unfunded liabilities to pay pensions or other like payments forany class of person employed or formerly employed by any member of the NabiscoBusiness Group or any dependent of any such class of person (save where suchliabilities are the subject of adequate provisions in the Accounts.

 

# 12.                                     **CO-OPERATION AND FURTHER ASSURANCE**

 

## 12.1                               The parties undertake to co-operate in good faith to ensure thatthey and their respective subsidiary undertakings do all such acts and thingsas may reasonably be necessary or requested of them to complete thetransactions contemplated by this Agreement.

 

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## 12.2                               From and after the relevant Completion:

 

### (a)                                Nabisco shall grant access, or procure the grant by any member ofthe Retained Group of access, to Deluxestar and Finalrealm (or their designees)at all reasonable times to all of the information, books and records relatingto any Designated Company (including work papers and correspondence with taxingauthorities), and shall afford, or procure that any other member of theRetained Group affords, to Deluxestar and Finalrealm (or their designees) theright (at Deluxestar’s expense) to take extracts therefrom and to make copiesthereof, to the extent reasonably necessary for the purposes of their business,to permit Deluxestar and Finalrealm (or their designees) to prepare taxreturns, to conduct negotiations with tax authorities, to fulfil an obligationto any Governmental Authority imposed by law, regulation or order and toimplement the provisions of, or to investigate or defend any claims between theparties arising under, this Agreement.

 

### (b)                               Deluxestar and Finalrealm shall grant or cause each DesignatedCompany to grant to the Retained Group (or its designees) access at allreasonable times to all of the information, books and records relating to suchDesignated Company within the possession of Deluxestar or Finalrealm or suchDesignated Company (including work papers and correspondence with taxingauthorities), and shall afford to the Retained Group (or its designees) theright (at the Retained Group’s expense) to take extracts therefrom and to makecopies thereof, to the extent reasonably necessary for the purposes of theRetained Group’s business, to permit the Retained Group (or its designees) toprepare tax returns, to conduct negotiations with tax authorities, to fulfil anobligation to any Governmental Authority imposed by law, regulation or orderand to implement the provisions of, or to investigate or defend any claimsbetween the parties arising under, this Agreement or otherwise.

 

### (c)                                Each of the parties hereto will preserve and retain all schedules,work papers and other documents relating to any tax returns of or with respectto such Designated Company or to any claims, audits or other proceedingsaffecting such Designated Company until the expiration of the statute oflimitations (including extensions) applicable to the taxable period to whichsuch documents relate or until the final determination of any controversy withrespect to such taxable period, and until the final determination of anypayments that may be required with respect to such taxable period under thisAgreement.

 

### (d)                               Notwithstanding the foregoing provisions of this clause 12, no partyhereto shall be required to grant or cause to be granted to any other access toinformation, books and records or to furnish extracts or copies thereof to theextent that such information, books and records include information regardingsuch party or any of its subsidiaries. In such circumstances, such party may either (i) provide appropriatelydetailed summaries of the information contained therein or (ii), in providingextracts or copies thereof, redact the information relating to such party orits subsidiaries.

 

## 12.3                               Deluxestar or Finalrealm, as appropriate, shall use its reasonableendeavours to obtain the release as soon as reasonably practicable afterCompletion of each member of the Retained Group from any Guarantees given orundertaken by any member of the Retained Group to secure or support anyliability of any member of the Nabisco Business Group; and until any

##  

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## such release is obtained Deluxestar or Finalrealm, asappropriate, undertakes with Nabisco (for itself and as trustee for each memberof the Retained Group) to indemnify each of them against any liability incurredafter the date hereof under any such Guarantee.

 

## 12.4                               Nabisco shall use its reasonable endeavours to obtain as soon asreasonably practicable after the date hereof the release of each member of theNabisco Business Group from any Guarantees given or undertaken by any suchmember to secure or support the obligations of any member of the RetainedGroup; and until any such release is obtained Nabisco undertakes withDeluxestar (for itself and as trustee for each member of the Nabisco BusinessGroup) to indemnify each of them against any liability incurred after the datehereof under any such Guarantee.

 

## 12.5                               Following the relevant Completion, Deluxestar or Finalrealm, asappropriate, shall procure that each Designated Company shall repay all tradepayables (including management charges) to any member of the Retained Group(howsoever incurred), and Nabisco shall procure that each member of theRetained Group shall repay all trade payables (including management charges) toany relevant Designated Company (howsoever incurred), in each case inaccordance with the usual credit terms applying to payables of the type inquestion and in the ordinary course.  Inthis clause 12.5, reference to Completion in relation to NACO or, as the casemay be, NTSA shall mean the date upon which the transfer to Deluxestar of NACOor, as the case may be, NTSA takes place.

 

## 12.6                               The parties shall, and shall procure that their subsidiaries shall,co-operate whenever and as reasonably requested by the other party in thepreparation and filing of any necessary governmental or regulatory filings orcommunications to employees, members of pension schemes or counterparties tocontractual arrangements as may be necessary or desirable in connection withthe transactions contemplated by this Agreement.

 

## 12.7                               Each of the parties shall, from time to time upon being required todo so by any other party, now or at any time in the future, do or procure thedoing of all such acts and/or execute or procure the execution of all suchdocuments in a form satisfactory to the party requesting such action orexecution as such party may reasonably consider necessary for giving full effectto this Agreement and securing to the party requesting such action or executionthe full benefit of the rights, powers and remedies conferred upon the partyrequesting such action of execution in this Agreement.

 

# 13.                                     **POWER OF ATTORNEY**

##  

## 13.1                               Nabisco hereby appoints each of the Directors of Deluxestar,severally, as its lawful attorney to exercise all rights attaching to the SaudiShares as may arise during the period after the date of this Agreement andprior to the earlier of (i) the date of Saudi Completion and (ii) the date uponwhich the rights and obligations of the parties hereunder in respect of theSaudi Shares are terminated in accordance with clause 15. Nabiscoundertakes that if required it will produce a separate power of attorney in aform acceptable to the relevant Saudi Arabian authorities.

 

## 13.2                               Nabisco hereby appoints each of the Directors of Deluxestar,severally, as its lawful attorney to exercise all rights attaching to theTunisian Shares as may arise during the period after the date of this Agreementand prior to the earlier of (i) the date of Tunisian Completion and (ii) thedate upon which the rights and obligations of the parties hereunder in respectof the

##  

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## Tunisian Shares are terminated in accordance withclause 15. Nabisco undertakes that if required it will produce a separate powerof attorney in a form acceptable to the relevant Tunisian authorities.

 

# 14.                                     **MANAGERIAL AND OPERATIONAL CONTROL**

 

## 14.1                               Nabisco undertakes to Deluxestar (in each case with effect from thedate of this Agreement until the date of the Saudi Completion or the TunisianCompletion, as the case may be):

 

### (a)                                that each member of NACO and NTSA under the control of Nabisco (andall directors, employees, representatives, agents and attorneys of members ofNACO and NTSA to the extent under the control of Nabisco) shall exercise allrights of control (whether as a shareholder, pursuant to contractualarrangements or otherwise) in relation to each of NACO and NTSA at thedirection of Deluxestar or any of its affiliates;

 

### (b)                               to keep Deluxestar fully and promptly informed of all mattersrelating to NACO and NTSA of which Nabisco or any other member of the RetainedGroup is aware and shall use its reasonable endeavours to provide Deluxestarwith access at all reasonable times to all documents and information relatingto NACO and NTSA;

 

### (c)                                if any member of NACO and NTSA under the control of Nabisco has aright to appoint directors or other representatives (in each case, a **“Representative”**)to any board, committee or similar of NACO or NTSA:

 

#### (i)                              that it shall use its best endeavours upon the receipt of anywritten direction from Deluxestar to replace any such Representative in respectof which Deluxestar gives a written direction with a person designated byDeluxestar;

 

#### (ii)                           that, pending the appointment of the person designated byDeluxestar, it shall, to the extent permitted, appoint the person designated byDeluxestar as an alternate such as will enable that person to receive notice ofand to attend all meetings of the relevant board or committee; and

 

### (d)                               no member of NACO or NTSA shall amend, seek to amend or agree toamend in any respect any Shareholder Documentation.

 

## 14.2                               For the avoidance of doubt, it is hereby agreed from the date hereofthat Deluxestar shall have full responsibility for funding all necessary cashflow requirements (including, without limitation, working capital and capitalexpenditure) of NACO and NTSA and the Retained Group shall have no responsibilitytherefor whatsoever (whether to the relevant Designated Company or toDeluxestar).

 

## 14.3                               Nabisco shall, at Deluxestar’s request, reimburse NACO and NTSA anamount equal to any positive cash flows of NACO and NTSA which the NabiscoGroup has received after the Relevant Time provided that no reimbursement shallbe required to the extent that payment in respect of the same matters shallhave been made pursuant to clause 10.1 or 10.2.  Such payment shall be made quarterly based on the prior quarter’scash flow.  Any reimbursements madeunder this clause 14.3 shall be made net of and after deduction of any Taxproperly payable by NACO and NTSA or Nabisco..

 

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# 15.                                     **TERMINATION OF THE SALE OF NACO AND NTSA**

 

## 15.1                               The parties hereby acknowledge and agree that if the Saudi LegalSteps are not fulfilled by 17 March 2001 all the rights and obligations of theparties under this Agreement with respect to NACO and the Saudi Shares willautomatically terminate and the power of attorney given in relation to theSaudi Shares pursuant to clause 13.1 will be automatically revoked.  Deluxestar shall procure that any persondesignated by it pursuant to clause 14.1(c) shall, if requested by Nabisco,resign his office.

 

## 15.2                               The parties hereby acknowledge and agree that if the Tunisian LegalSteps are not fulfilled by 17 March 2001 all the rights and obligations of theparties under this Agreement with respect to NTSA and the Tunisian Shares willautomatically terminate and the power of attorney given in relation to theTunisian Shares pursuant to clause 13.2 will be automatically revoked.  Deluxestar shall procure that any persondesignated by it pursuant to clause 14.1(c) shall, if requested by Nabisco,resign his office.

 

## 15.3                               In the event that any of the rights and obligations of the partiesunder this Agreement are terminated pursuant to clause 15.1 or 15.2respectively, the parties hereby agree that any payments made by Nabisco toDeluxestar pursuant to clause 10.1 with respect to the Saudi Shares or, as thecase may be, pursuant to clause 10.2 with respect to  the Tunisian Shares will be refunded by Deluxestar to Nabiscowithin 10 business days of such termination.

 

## 15.4                               If the Saudi Legal Steps or as the case may be the Tunisian LegalSteps are not fulfiled by 17 March 2001, a sum “Z” calculated byreference to the following formula shall be paid by Nabisco to Deluxestar(provided that, if such amount is negative, it shall be paid by Deluxestar toNabisco):

 

Z = (A x 7) - B - C

where,

A =         theamount of EBITDA for the year ended on the Accounts Date which is attributableto NACO and/or, as the case may be, NTSA as shown by the 1999 EBITDA Statement;

B =         theamount of Net Debt of NACO and/or, as the case may be, NTSA as shown by theStatement of Net Debt (for the avoidance of doubt, the amount of Net Debt may,for the purposes of this clause, be a negative number (i.e. the Debt in respectof NACO or, as the case may be, NTSA may be less than the aggregate of allrelevant cash or cash equivalents in respect thereof), in which eventappropriate regard shall be had to the sign preceding it in the aboveformula);  and

C =         theamount by which the Working Capital of NACO or, as the case may be, NTSA as atthe Relevant Time (as shown in the relevant Statement of Working Capital) isless than 95 per cent. of the Actual Average Working Capital of NACO or, as thecase may be, NTSA as shown in the Statement of Actual Average Working Capital(if the relevant Working Capital figure is more than 105% of the Actual AverageWorking Capital of NACO or, as the case may be, NTSA, C shall be included inthe above formula as a negative amount).

 

Any such payment shall be treated as an adjustment tothe consideration.  Upon receipt of suchpayment, neither Deluxestar nor its nominee shall be entitled to claim or makeany claim in relation to NACO or, as the case may be, NTSA under the Tax

 

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Deed, under the Warranties, under clause 11 or underany other provision of this Agreement.

 

# 16.                                     **CONFIDENTIALITY**

 

## 16.1                               None of the parties shall at any time without the written consent ofthe other parties, divulge or permit its officers, employees, agents, advisersor contractors to divulge to any person (other than to any respective officersor employees of a party or a person to whom, in each case, disclosure ofinformation is permitted by this Agreement and who require the same to enablethem properly to carry out their duties) any of the contents of this Agreement orany information which, in consequence of the negotiations relating to thisAgreement  or performing or exercisingits rights and obligations under this Agreement, any party may have acquired(whether before or after the date of this Agreement) with respect to thecustomers, business, assets or affairs of any other party.

 

## 16.2                               The restrictions in clause 16.1 shall not apply to the disclosure ofany information by a party (the “**disclosing party**”):

 

### (a)                                which now or hereafter comes into the public domain otherwise thanas a result of a breach of such undertaking of confidentiality;

 

### (b)                               which is required by law to be disclosed to any person who isauthorised by law to receive the same;

 

### (c)                                which is required to be disclosed by the regulations of anyrecognised exchange upon which the share capital of the disclosing party is oris proposed to be from time to time listed or dealt in;

 

### (d)                               which is required by the City Code on Takeovers and Mergers; or

 

### (e)                                pursuant to the terms of this Agreement.

 

# 17.                                     **MISCELLANEOUS**

 

## 17.1                               Where in this Agreement any liability is undertaken by two or morepersons the liability of each of them shall be joint and several.

 

## 17.2                               No party may assign its rights under this Agreement except to anyother Group Company (and for the avoidance of doubt Deluxestar shall be fullyentitled to assign the benefit of this Agreement (including the Warranties andthe indemnities contained herein) and the Tax Deed to any member of its Group,provided that if any Group Company to which such rights have been assignedceases to be a member of the Group, other than on enforcement of securitygranted to any bank or financial institute providing finance, it shallforthwith execute a deed of transfer of such rights to any company remaining amember of the Group and provided also that each of Deluxestar and Finalrealm(and any such permitted assignees) shall be entitled to assign its rights byway of security to any banks or financial institutions providing finance inconnection with the Offer and/or this Agreement shall be binding on and enurefor the benefit of the parties’ successors, assigns and personalrepresentatives.

 

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## 17.3                               This Agreement, together with the documents in the agreed form,represents the entire understanding, and constitutes the whole agreement, inrelation to its subject matter and supersedes any previous agreement betweenthe parties with respect thereto (including, without limitation, the MergerAgreement (as supplemented as referred to in the Recital hereto) which shallcease to be of any effect) and, without prejudice to the generality of theforegoing, excludes any warranty, condition or other undertaking implied at lawor by custom.

 

## 17.4                               Each party confirms that, except as provided in this Agreement, noparty has relied on any representation or warranty or undertaking which is notcontained in this Agreement, or in the documents in the agreed form and,without prejudice to any liability for fraudulent misrepresentation, no partyshall be under any liability or shall have any remedy in respect ofmisrepresentation or untrue statement unless and to the extent that a claimlies under this Agreement.

 

## 17.5                               So far as it remains to be performed this Agreement shall continuein full force and effect notwithstanding Completion.

 

## 17.6                               The parties acknowledge and agree that Nabisco has prior to the datehereof transferred its South African business to other members of the RetainedGroup without any obligation or liability whatsoever on the Nabisco BusinessGroup, it being the intention that no part of the South African business is tobe transferred pursuant to the terms of this Agreement.

 

## 17.7                               This Agreement may be executed in counterparts, each of which shallconstitute an original and all of which when taken together shall constituteone and the same instrument.

 

## 17.8                               Save as expressly provided herein, a person who is not a party tothis Agreement shall have no rights under the Contracts (Rights of ThirdParties) Act 1999 to enforce any of its terms.

 

# 18.                                     **COSTS**

 

All costs andexpenses incurred by any of the parties in connection with the negotiation andpreparation of this agreement, including all stamp or other transfer taxes,shall be borne by Deluxestar.

 

# 19.                                     **PLANTERS & BISCUIT CO**

 

## 19.1                               In addition to the companies details of which are set out inSchedule 2 to this Agreement, the Nabisco Business Group also comprises aRussian company, Planters & Biscuit Co (the **“Russian Subsidiary”**), whichcompany is currently in the process of being liquidated.

 

## 19.2                               Nabisco agrees to indemnify Deluxestar from and against:

 

### (a)                                all costs, expenses and other liabilities incurred in relation tothe liquidation of the Russian Subsidiary; and

 

### (b)                               all actions, proceedings, claims, costs, demands and expenses sufferedor incurred by Deluxestar or any member of its group in relation to the RussianSubsidiary.

 

23

----

 

# 20.                                     **NOTICES**

 

## 20.1                               A notice, approval, consent or other communication in connectionwith this Agreement:

 

### (a)                                must be in writing; and

 

### (b)                               must be left at the address of the addressee, or sent by prepaidordinary post (airmail if posted to or from a place outside the United Kingdom)to the address of the addressee or sent by facsimile to the facsimile number ofthe addressee which is specified in this clause or if the addressee notifiesanother address or telex or facsimile number then to that address or facsimilenumber.

 

The address, telex number and facsimile number of eachparty is:

 

**Nabisco**

Address:               NabiscoInternational Inc

                               200Deforest Avenue

                               EastHanover

                               N.J.07936-1944 USA

 

Facsimile:              (001)973 539 9150

Attention:             ElizabethCulligan

 

**Deluxestar, Bladeland and Finalrealm**

 

Address:                                             c/o Cinven Limited

Pinners Hall

105-108 OldBroad Street

London EC2N 1EH

England

 

Facsimile:                                            020 7256 2225

Attention:                                         Graham Keniston-Cooper

with copies to:

 

Address:                                               Cinven Limited

Pinners Hall

105-108 Old Broad Street

London EC2N 1EH

England

Facsimile:                                            020 7256 2225

Attention:                                         Graham Keniston-Cooper

 

Address:                                               PAI Management

3 rue d’Antin

75078 Paris

France

Facsimile:                                            (00 331) 492 98 1525

Attention:                                         Bertrand Meunier

 

Address:                                               Deutsche Bank AG London

1 GreatWinchester Street

LondonEC2N 2DB

England

Facsimile:                                            020 7545 4757

Attention:                                         Manjit Dale

 

24

----

 

 

## 20.2                               A notice, approval, consent or other communication shall take effectfrom the time it is received (or, if earlier, the time it is deemed to bereceived in accordance with clause 20.3) unless a later time is specified init.

 

## 20.3                               A letter or facsimile is deemed to be received:

 

### (a)                                in the case of a posted letter, unless actually received earlier, onthe third (seventh, if posted to or from a place outside the United Kingdom)day after posting;

 

### (b)                               in the case of facsimile, on production of a transmission reportfrom the machine from which the facsimile was sent which indicates that thefacsimile was sent in its entirety to the facsimile number of the recipient.

 

# 21.                                     **GOVERNING LAW, JURISDICTION AND SERVICE OFPROCESS**

 

## 21.1                               This Agreement shall be governed by, and construed in accordancewith, English law.

 

## 21.2                               Each party irrevocably agrees that the Courts of England shall haveexclusive jurisdiction in relation to any claim, dispute or differenceconcerning this Agreement and any matter arising therefrom.

 

## 21.3                               Each party agrees that without preventing any other mode of service,any document in an action (including, but not limited to, any writ of summonsor other originating process or any third or other party notice) may be servedon any party by being delivered to or left for that party at its address forservice of notices under clause 20 and each party undertakes to maintain suchan address at all times in the United Kingdom and to notify the other party inadvance of any change from time to time of the details of such address inaccordance with the manner prescribed for service of notices under clause 20.

 

## 21.4                               Without prejudice to any other mode of service, Nabisco:

 

### (a)                                irrevocably agrees to appoint an agent for service of processrelating to any proceedings before the English Courts in connection with thisAgreement and to notify Deluxestar of such agent’s name and address;

 

### (b)                               agrees to maintain such an agent for service of process in Englandfor so long as it has any obligations outstanding under this Agreement;

 

### (c)                                agrees failure by a process agent to notify the Purchaser of theprocess will not invalidate the proceedings concerned; and

 

consents tothe service of process relating to any such proceedings by prepaid posting of acopy of the process to its address for the time being applying under clause 20.

 

25

----

 

**IN WITNESS** of which the parties have executed this Agreement on the date firstmentioned above.

 

26

----

 

**SCHEDULE 1**

**NABISCOBUSINESS GROUP**

 
| **Entity Name:**                        | NABISCO  IBERIA, S.L.                                                                                                        |
|-----------------------------------------|------------------------------------------------------------------------------------------------------------------------------|
| **Legal Form of Entity:**               | Sociedad  Limitada                                                                                                           |
| **Company Registration  Data:**         | Madrid  Mercantile Registry, Tomo 6.753, Folio 159, Sección 8a, Hoja  M-109982                                          |
| **Tax Identification  Number:**         | B-80662950                                                                                                                   |
| **Incorporation Date:**                 | 15  July 1993                                                                                                                |
| **Registered Address:**                 | c/  Conde De Peñalver, n° 38 Madrid, Spain(1)                                                                      |
| **Principal Address:**                  | c/Raiguer,  n° 12, Poligono el Raiguer Montornés del Vallés, Barcelona, Spain                                 |
| **Board of Directors/Supervisors:**     |                                                                                                                         |
| **Chairman:   Vocals:**                 | Juan  Fernando Roche Pacheco   Ignacio Aquirre   Andrew Wood   Elisabeth Culligan   Edward John Lyons   James A. Kirkman III |
| **Secretary not Director:**             | Miguel  Klingenberg Calvo                                                                                                    |
| **Share/Stock Type (participaciones):** |                                                                                                                         |
| **Number authorised:**                  | 20.408.400                                                                                                                   |
| **Number Issued:**                      | 20.408.400                                                                                                                   |
| **Percentage Issued:**                  | 100%                                                                                                                         |
| **Par Value:**                          | Pts.  1000                                                                                                                   |
| **Authorized Capital:**                 | Pts.  20.408.000.000                                                                                                         |
| **Shareholders:**                       | Nabisco  International, Inc.                                                                                                 |
| **Percentage of Shares:**               | Nabisco  International Inc.: 100%                                                                                            |
| **Auditors:**                           | Deloitte  & Touche, S.A.                                                                                                 |

 

----

(1)             Pendingto record with the mercantile registry the change of corporate address toMontornes del Valles (Barcelona), Poligono el Raiguer, c/Raiguer, no 12.

 

27

----

 
| **Entity Name:**                     | CARNES  Y CONSERVAS ESPAÑOLAS, S.A.                                                                                                              |
|--------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Legal Form of Entity:**            | Sociedad  Anónima                                                                                                                                |
| **Company Registration  Data:**      | Madrid  Mercanitel Registry, Tomo 6.160, Folio 170, Sección 8a, Hoja  M-100478                                                                   |
| **Tax Identification  Number:**      | A-28419372                                                                                                                                            |
| **Incorporation Date:**              | 2  December 1975                                                                                                                                      |
| **Registered Address:**              | c/  Conde De Peñalver, n° 38 Madrid, Spain(2)                                                                                               |
| **Principal Address:**               | Avda.  de la libertad, s/n, Mérida, Badajoz, Spain                                                                                               |
| **Board of  Directors/Supervisors:** |                                                                                                                                                  |
| **Chairman:  Vocals:**          | Juan  Fernando Roche Pacheco  Ignacio Aquirre   Andrew Wood                                                                                           |
| **Secretary not Director:**          | Miguel  Klingenberg Calvo                                                                                                                             |
| **Share/Stock Type (acciones):**     |                                                                                                                                                  |
| **Number authorised:**               | 2.640.355                                                                                                                                             |
| **Number Issued:**                   | 2.640.355                                                                                                                                             |
| **Percentage Issued:**               | 100%                                                                                                                                                  |
| **Type of the shares:**              | Serie  A: 4.559 share of pta 1.   Serie B: 350,000 shares of pta 1.   Serie C: 1.000.000 shares of pts 540.   Serie D: 2.100.000 shares of pts 1.000. |
| **Authorized Capital:**              | Pts.  2.640.355.000                                                                                                                                   |
| **Shareholders:**                    | Nabisco  Iberia, S.L.                                                                                                                                 |
| **Percentage of Shares:**            | Nabisco  Iberia, S.L.: 100%                                                                                                                           |
| **Auditors:**                        | Deloitte  & Touche, S.A.                                                                                                                          |

 

----

(2)             Pendingto record with the mercantile registry the change of corporate address toMontornés del Vallés (Barcelona), Poligono el Raiguer, c/Raiguer, no 12.

 

28

----

 
| **Entity Name:**                    | MARBU,  S.A.                                                                       |
|-------------------------------------|------------------------------------------------------------------------------------|
| **Legal Form of Entity:**           | Sociedad  Anónima                                                             |
| **Company Registration Data:**      | Madrid  Mercantile Registry, Tomo 5.337, Folio 90, Sección 8a, Hoja  M-87.455 |
| **Tax Identification Number:**      | A-31018104                                                                         |
| **Incorporation Date:**             | 26  October 1967                                                                   |
| **Registered Address:**             | c/  Conde De Peñalver, n° 38 Madrid, Spain(3)                            |
| **Principal Address:**              |                                                                               |
| **Board of Directors/Supervisors:** |                                                                               |
| **Chairman:  Vocals:**

       | Juan  Fernando Roche Pacheco  Ignacio Aquirre  Andrew Wood                         |
| **Secretary not Director:**         | Miguel  Klingenberg Calvo                                                          |
| **Share/Stock Type (acciones):**    |                                                                               |
| **Number authorised:**              | 237.560                                                                            |
| **Number Issued:**                  | 237.560                                                                            |
| **Percentage Issued:**              | 100%                                                                               |
| **Par Value:**                      | Pts.  5.000                                                                        |
| **Authorized Capital:**             | Pts.  1.187.800.000                                                                |
| **Shareholders:**                   | Nabisco  Iberia, S.L.                                                              |
| **Percentage of Shares:**           | Nabisco  Iberia, S.L.: 100%                                                        |
| **Auditors:**                       | Deloitte  & Touche, S.A.                                                       |

 

----

(3)             Pendingto record with the mercantile registry the change of corporate address toMontornés del Vallés (Barcelona), Poligono el Raiguer, c/Raiguer, no 12.

 

29

----

 
| **Entity Name:**                    | GALLETAS  ARTIACH, S.A.                                                             |
|-------------------------------------|-------------------------------------------------------------------------------------|
| **Legal Form of Entity:**           | Sociedad  Anónima                                                              |
| **Company Registration Data:**      | Madrid  Mercanitel Registry, Tomo 4.069, Folio 128, Sección 8a, Hoja  M-67.718 |
| **Tax Identification Number:**      | A-48004899                                                                          |
| **Incorporation Date:**             | 23  July 1932                                                                       |
| **Registered Address:**             | c/  Conde De Peñalver, n° 38 Madrid, Spain(4)                             |
| **Principal Address:**              | Barrio  Bengoechea, n° 88, Orozko, Vizcaya, Spain                              |
| **Board of Directors/Supervisors:** |                                                                                |
| **Chairman:  Vocals:**

       | Juan  Fernando Roche Pacheco  Ignacio Aguirre  Andrew Wood                          |
|                                |                                                                                |
| **Secretary not Director:**         | Miguel  Klingenberg Calvo                                                           |
| **Share/Stock Type (acciones):**    |                                                                                |
| **Number authorised:**              | 3.531.360                                                                           |
| **Number Issued:**                  | 3.531.360                                                                           |
| **Percentage Issued:**              | 100%                                                                                |
| **Par Value:**                      | Pts.  400                                                                           |
| **Authorized Capital:**             | Pts.  1.412.544.000                                                                 |
| **Shareholders:**                   | Nabisco  Iberia, S.L.                                                               |
| **Percentage of Shares:**           | Nabisco  Iberia, S.L.: 100%                                                         |
| **Auditors:**                       | Deloitte  & Touche, S.A.                                                        |

 

----

(4)             Pendingto record with the mercantile registry the change of corporate address toMontornés del Vallés (Barcelona), Poligono el Raiguer, c/Raiguer, no 12.

 

30

----

 
| **Entity Name:**                    | NABISCO  EUROPE, MIDDLE EAST AND AFRICA TRADING, S.A.                                              |
|-------------------------------------|----------------------------------------------------------------------------------------------------|
| **Legal Form of Entity:**           | Sociedad  Anónima                                                                             |
| **Company Registration Data:**      | Barcelona  Mercantile Registry, Tomo 27.256, Folio 115, Sección 8a, Hoja  B115.982            |
| **Tax Identification Number:**      | A-60172541                                                                                         |
| **Incorporation Date:**             | 28  October 1992                                                                                   |
| **Registered Address:**             | c/  Raiguer, n° 12, Polígono el Raiguer Montornés del Vallés, Barcelona, Spain |
| **Principal Address:**              | c/  Raiguer, n° 12, Polígono el Raiguer Montornés del Vallés, Barcelona, Spain |
| **Board of Directors/Supervisors:** |                                                                                               |
| **Chairman:**                       | Juan  Fernando Roche Pacheco                                                                       |
| **Vocals:**                         | Ignacio  Aguirre  Andrew Wood                                                                      |
| **Secretary not Director:**         | Miguel  Klingenberg Calvo                                                                          |
| **Share/Stock Type (acciones):**    |                                                                                               |
| **Number authorised:**              | 1.000                                                                                              |
| **Number Issued:**                  | 1.000                                                                                              |
| **Percentage Issued:**              | 100%                                                                                               |
| **Par Value:**                      | Pts.  200.000                                                                                      |
| **Authorized Capital:**             | Pts.  200.000.000                                                                                  |
| **Shareholders:**                   | Nabisco  Iberia, S.L.                                                                              |
| **Percentage of Shares:**           | Nabisco  Iberia, S.L.: 100%                                                                        |
| **Auditors:**                       | Deloitte  & Touche, S.A.                                                                       |

 

31

----

 
| **Entity Name:**                    | CONSIBER,  S.A.                                                                      |
|-------------------------------------|--------------------------------------------------------------------------------------|
| **Legal Form of Entity:**           | Sociedad  Anónima                                                               |
| **Company Registration Data:**      | Madrid  Mercanitel Registry, Tomo 6.197, Folio 156, Sección 8a, Hoja  B-100.994 |
| **Tax Identification Number:**      | A-28569853                                                                           |
| **Incorporation Date:**             | 31  March 1979                                                                       |
| **Registered Address:**             | c/  Conde De Peñalver, n° 38 Madrid, Spain(5)                              |
| **Principal Address:**              | Avda.  de la libertad, s/n, Mérida, Badajoz, Spain                              |
| **Board of Directors/Supervisors:** |                                                                                 |
| **Chairman:  Vocals:**

       | Juan  Fernando Roche Pacheco  Ignacio Aguirre  Andrew Wood                           |
| **Secretary not Director:**         | Miguel  Klingenberg Calvo                                                            |
| **Share/Stock Type (acciones):**    |                                                                                 |
| **Number authorised:**              | 10.000                                                                               |
| **Number Issued:**                  | 10.000                                                                               |
| **Percentage Issued:**              | 100%                                                                                 |
| **Par Value:**                      | Pts.  1.000                                                                          |
| **Authorized Capital:**             | Pts.  10.000.000                                                                     |
| **Shareholders:**                   | Carnes  y Conservas Españolas, S.A.                                             |
| **Percentage of Shares:**           | Carnes  y Conservas Españolas, S.A.: 100%                                       |
| **Auditors:**                       | Deloitte  & Touche, S.A.                                                         |

 

----

(5)             Pendingto record with the mercantile registry the change of corporate address toMontornés del Vallés (Barcelona), Poligono el Raiguer, c/Raiguer, no 12.

 

32

----

 
| **Entity Name:**                    | GALLETAS  FONTANDEDA, S.A.                                                   |
|-------------------------------------|------------------------------------------------------------------------------|
| **Legal Form of Entity:**           | Sociedad  Anónima                                                       |
| **Company Registration Data:**      | Palencia  Mercantile Registry, Tomo 151, Folio 1, Hoja P897                  |
| **Tax Identification Number:**      | A-34002659                                                                   |
| **Incorporation Date:**             | 9  March 1967                                                                |
| **Registered Address:**             | Avda.  Del Generalísimo, n° 36, Aguilar de Campoo, Palencia, Spain |
| **Principal Address:**              | Avda.  Del Generalísimo, n° 36, Aguilar de Campoo, Palencia, Spain |
| **Board of Directors/Supervisors:** |                                                                         |
| **Chairman:  Vocals:**

       | Juan  Fernando Roche Pacheco  Ignacio Aguirre

Andrew  Wood                  |
| **Secretary not Director:**         | Miguel  Klingenberg Calvo                                                    |
| **Share/Stock Type (acciones):**    |                                                                         |
| **Number authorised:**              | 79.030                                                                       |
| **Number Issued:**                  | 79.030                                                                       |
| **Percentage Issued:**              | 100%                                                                         |
| **Par Value:**                      | Pts.  5.765                                                                  |
| **Authorized Capital:**             | Pts.  455.607.950                                                            |
| **Shareholders:**                   | Marbú,  S.A.                                                            |
| **Percentage of Shares:**           | Marbú,  S.A.: 100%                                                      |
| **Auditors:**                       | Deloitte  & Touche, S.A.                                                 |

 

33

----

 
| **Entity Name:**                          | NABISCO,  S.L.                                                                                     |
|-------------------------------------------|----------------------------------------------------------------------------------------------------|
| **Legal Form of Entity:**                 | Sociedad  Limitada                                                                                 |
| **Company Registration Data:**            | Barcelona  Mercantile Registry, Tomo 10.314, Folio 195, Hoja B-87.732                              |
| **Tax Identification Number:**            | B-58641168                                                                                         |
| **Incorporation Date:**                   | 13  January 1989                                                                                   |
| **Registered Address:**                   | c/  Raiguer, n° 12, Polígono el Raiguer Montornés del Vallés, Barcelona, Spain |
| **Principal Address:**                    | c/  Raiguer, n° 12, Polígono el Raiguer Montornés del Vallés, Barcelona, Spain |
| **Board of Directors/Supervisors:**       |                                                                                               |
| **Chairman:  Vocals:**

             | Juan  Fernando Roche Pacheco  Ignacio Aguirre  Andrew Wood                                         |
| **Secretary not Director:**               | Miguel  Klingenberg Calvo                                                                          |
| **Share/Stock Type  (participiaciones):** |                                                                                               |
| **Number authorised:**                    | 600                                                                                                |
| **Number Issued:**                        | 600                                                                                                |
| **Percentage Issued:**                    | 100%                                                                                               |
| **Par Value:**                            | Pts.  1.000                                                                                        |
| **Authorized Capital:**                   | Pts.  600.000                                                                                      |
| **Shareholders:**                         | Nabisco  Iberia, S.L.                                                                              |
| **Percentage of Shares:**                 | Nabisco  Iberia, S.L.: 100%                                                                        |
| **Auditors:**                             | Deloitte  & Touche, S.A.                                                                       |

 

34

----

 
| **Entity Name:**                    | NABISCO  ARABIA CO., LTD.                                              |
|-------------------------------------|------------------------------------------------------------------------|
| **Legal Form of Entity:**           | Limited  liability company                                             |
| **Company Registration Date:**      | 29  January 1996                                                       |
| **Commercial Registration No.:**    | 2051020990                                                             |
| **Incorporation Date:**             | 29  January 1996                                                       |
| **Registered Address:**             | Head  Office in the City of Dammam                                     |
| **Principal Address:**              | P.O.  Box 4113, Dammam 31442, Saudi Arabia                             |
| **Board of Directors/Supervisors:** | William  P Crichton -  Director                                        |
|                                | Khaled  S Olayan -  Director                                           |
|                                | John  Fernando Roche - Director                                        |
|                                | Andrew  Wood -  Director                                               |
|                                | Ashok  Ramaswami -  Director                                           |
|                                |                                                                   |
|                                | Steve  Davies -  General Manager                                       |
|                                |                                                                   |
| **Share Capital:**                  | SR  11,430,000 divided into 22,860 shares of SR 500 each               |
| **Authorized Capital:**             | As  above                                                              |
| **Shareholders:**                   | Nabisco  International, Inc. (75%)  Olayan Saudi Holding Company (25%) |
| **Auditors:**                       | Deloitte  & Touche, S.A.                                           |

 

35

----

 
| **Entity Name:**                    | NABISCO  TUNISIA, S.A.                              |
|-------------------------------------|-----------------------------------------------------|
| **Legal Form of Entity:**           | Corporation  in form of Societes Anonymes           |
| **Incorporation Date:**             | 21.7.76*                                            |
| **Registered Address:**             | B.P.  89, Hamman-Lif 2050 Tunisia                   |
| **Principal Address:**              | As  above                                           |
| **Board of Directors/Supervisors:** | Ashok  Ramaswami -  Directeur General               |
| **Share Capital:**                  | DT  132,600 divided into 1,326 nominal value DT 100 |
| **Authorised Capital:**             | As  above                                           |
| **Shareholders:**                   | Nabisco  International, Inc.                        |
| **Auditors:**                       | Deloitte  Touche Tohmatsu                           |

** **

----

*****  Nabisco International Inc.,acquired Nabisco Tunisia S.A. (Formerly known as Royal Food Products S.A.) onFebruary 3, 1994.  Royal Food ProductsS.A. name changed to Nabisco Tunisia S.A. on May 31, 1995.

 

36

----

 
| **Entity Name:**                    | NABISCO  IBERIA., LIMITADA PORTUGAL.                                                                                                                   |
|-------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Legal Form of Entity:**           | Company  limited by shares                                                                                                                             |
| **Incorporation Date:**             | December  23, 1916                                                                                                                                     |
| **Registered Address:**             | Rua  Proletariado, 14, Portela de Ajuda 2795-648 Carnaxide, Portugal                                                                                   |
| **Principal Address:**              | As  above                                                                                                                                              |
| **Board of Directors/Supervisors:** | Juan  Fernando Roche - Area President

Daniel  Battle -  General Manager

Miguel  Klingenberg

Rosa  Maria Martinez - Iberian Finance Director

  |
| **Share Capital:**                  | 566,400,000  PTE                                                                                                                                       |
| **Authorised Capital:**             | 566,400,000  PTE                                                                                                                                       |
| **Shareholders:**                   | Nabisco  Iberia, S.L.                                                                                                                                  |
| **Auditors:**                       | Deloitte  & Touche                                                                                                                                 |

 

37

----

 

**SCHEDULE 2**

** **

**WARRANTIES**

 

###### 1.                                           **INFORMATION**

 

(a)                                All information contained in Schedule 1 is true, accurate, completeand not misleading.

 

(b)                               There are no subsidiaries of Nabisco Iberia, NACO and NTSA otherthan the subsidiaries listed in Schedule 1.

 

###### 2.                                           **BUSINESSESTO BE TRANSFERRED**

 

At the date hereof, the Nabisco Business Group and therights and assets thereof comprise all rights and assets necessary for or usedin the business of production and sale of biscuits, dry mixes and cookiescarried on by Nabisco at the date hereof in Europe, the Middle East and Africa(excluding South Africa) (for the purposes of this Schedule, the “**Business**”)and no other rights or assets are owned by the Nabisco Business Group or willbe required by the Nabisco Business Group to carry on the Business as carriedon at the date hereof, with the exception of the personnel and assets necessaryto perform the services to be provided under the Supplemental Agreements.

 

###### 3.                                           **CAPACITY**

 

(a)                                Other than pursuant to this Agreement, Nabisco is under noobligation (whether actual or contingent) to sell, charge or otherwise disposeof any of the Sale Shares or any interest therein to any person.

 

(b)                               Other than this Agreement, there is no agreement, arrangement orobligation requiring the creation, allotment, issue, sell, transfer, redemptionor repayment of, or the grant to a person of the right (conditional or not) torequire the allotment, issue, sale, transfer, redemption or repayment of, ashare in the capital of any member of the Nabisco Business Group (including anoption or right of pre-emption or conversion).

 

(c)                                Nabisco has full power and authority without requiring the consentof any person to enter into, and at Completion Nabisco will have full power andauthority to perform its obligations under, this Agreement and all documents inagreed form requiring execution by it.

 

(d)                               This Agreement and all documents in agreed form requiring executionby Nabisco will, when executed, constitute lawful, valid and bindingobligations of Nabisco in accordance with their respective terms.

 

###### 4.                                           **SHARECAPITAL**

 

(a)                                Nabisco is, or will at the relevant Completion be, the registeredholder and beneficial owner of the Iberia Shares, the registered or beneficialowner of the Tunisia Shares (save as provided in clause 10.3) and theregistered and beneficial owner of the Saudi Shares and Nabisco Iberia oranother Nabisco Business Group company is, or will at 

 

38

----

 

Iberia Completion be, the registered holderand beneficial owner of all the issued and the allotted share capital of eachof the subsidiaries listed in Schedule 1.

 

(b)                               The Sale Shares constitute all the issued and allotted share capitalof Nabisco Iberia and NTSA and 75% of the issued and allotted share capital ofNACO and the Sale Shares and all issued and all allotted shares in the capitalof each of the other companies listed in Schedule 1 are fully paid or creditedas fully paid.

 

(c)                                Nabisco is, or will be at Completion, entitled to sell and transferthe full legal and beneficial interest in the Iberia Shares and the TunisianShares to Deluxestar on the terms set out in this Agreement.  Nabisco will at Saudi Completion be entitledto sell and transfer the full legal and beneficial interest in the Saudi Sharesto Deluxestar on the terms set out in this Agreement, subject to the terms ofthe Joint Venture Agreement, the contents of which Deluxestar hereby acknowledgesand is aware of.

 

(d)                               Nabisco is, or will be at Completion, entitled to procure the saleand transfer of the full legal and beneficial interest in all the issued andallotted share capital of each of the other companies (excluding NACO and NTSA)listed in Schedule 1.

 

(e)                                The Sale Shares are, or will be at Completion, free of all liens,charges, encumbrances, restrictions or third party rights of whatever nature.

 

###### 5.                                           **ASSETS**

 

**(a)****                                Title to Assets**

 

All material assets acquired by Designated Companies since the AccountsDate and all other material assets used or employed by Designated Companies inthe Business are, or will be at Completion, the absolute property of theNabisco Business Group free from any mortgage, charge, lien, bill of sale orother encumbrance (other than any such mortgage, charge, lien or otherencumbrance implied by law or statute or that does not materially impair theoperations or value of the Nabisco Business Group).

 

**(b)****                                Acquisition at arm’s length**

 

Other than in any pre-sale reorganisation to effect the transfer ofNabisco Business, the Nabisco Business Group has not within the period oftwenty-four months ending on the date hereof acquired any material asset fromanyone outside its Group on terms which were not by way of bargain atarm’s-length.

 

###### 6.                                           **REALPROPERTY**

 

The Nabisco Business Group is the legal and beneficialowner or has (or will have at Completion) a valid and enforceable right tooccupy all real properties which are material to the businesses carried on bythe Nabisco Business Group.

 

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###### 7.                                           **INTELLECTUALPROPERTY RIGHTS**

 

(a)                                Save for any Intellectual Property Rights licensed to any member ofthe Nabisco Business Group, a member of the Nabisco Business Group is (or willat Completion be) the registered proprietor (where appropriate) and the solelegal and beneficial owner of, and otherwise has good title to and the right touse on normal commercial terms, all material Nabisco Business IntellectualProperty Rights required for the operation of the Business.

 

(b)                               No Designated Company has received any notice that any materialNabisco Business Intellectual Property Rights used for any of the operations ofany of its businesses or any of them are being infringed, attacked or opposedby any person or that its use of the Nabisco Business Intellectual Propertyrights infringes or is likely to infringe the Intellectual Property Rights ofany third party.

 

(c)                                The Nabisco Business Group does not (or will not at Completion)require any Nabisco Business Intellectual Property Rights of which it does nothave the ownership or use or any licence to use any Intellectual PropertyRights, for any of the material operations of any of its businesses.

 

(d)                               The Nabisco Business Intellectual Property Rights are free fromencumbrances and, in the case of confidential information, any disclosureobligation.

 

###### 8.                                           **CHANGEOF CONTROL**

 

There is no material agreement or arrangement betweenany Designated Company and any other person which can be terminated as a resultof this Agreement (or Completion), with the exception of the Nabisco BusinessGroup’s financing and securitisation arrangements and the Joint VentureAgreement (and connected arrangement) relating to NACO.

 

###### 9.                                           **CONTRACTS**

 

(a)                                No contract exists in relation to the Nabisco Business Group whichis of a long term, onerous or unusual nature and the existence of which iscapable at Completion of having a material adverse effect on the NabiscoBusiness Group.

 

(b)                               No joint venture or partnership or similar arrangement exists inrelation to the Nabisco Business Group the existence or absence or invalidityof which is capable of having a material adverse effect on the Nabisco BusinessGroup.

 

###### 10.                                     **COMPETITION**

 

(a)                                Nabisco is not aware of any process, notice or communication, formalor informal, by or on behalf of the Office of Fair Trading, the CompetitionCommission, the Secretary of State, the European Commission or any otherauthority of any country having jurisdiction in anti-trust matters, in relationto any aspect of the business of the Nabisco Business Group.

 

(b)                               Nabisco has not, in relation to the Nabisco Business Group, been aparty to any arrangement or contract or taken any action in the two yearsending on the Accounts 

 

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Date which constitutes anti-competitivebehaviour in breach of any law, regulation, or administrative process relatingto fair competition, anti-trust, mergers or similar matters and which would becapable of having a material adverse effect on the Nabisco Business Group.

 

###### 11.                                     **LITIGATION**

 

Apart from normal debt collection, no DesignatedCompany is engaged in any material litigation, arbitration, prosecution orother legal proceedings, and there are no material claims or actions inprogress or threatened in writing against the Nabisco Business Group.

 

###### 12.                                     **ENVIRONMENT**

 

There are no circumstances in relation to the NabiscoBusiness Group which give rise or could give rise or have given rise to anycivil, criminal, administrative or other action, claim, proceeding, orinvestigation by competent authority under Environmental Law in relation to anymatter including properties now owned or formerly owned by the Nabisco BusinessGroup  which, in each case, would have amaterial adverse effect on the Nabisco Business Group.

 

###### 13.                                     **INTRAGROUP ARRANGEMENTS**

 

At Completion there will not be any arrangements oragreements between members of the Nabisco Business Group and any member of theRetained Group which are other than on bona fide arms’ length terms.

 

###### 14.                                     **SUBSIDIARIES**

 

The particulars of the subsidiaries of Nabisco Iberiaset out in Schedule 1 are correct and the share capital of each of thesubsidiaries is beneficially owned as shown there, free from all charges,liens, encumbrances and claims.

 

###### 15.                                     **EMPLOYEES**

 

No member of the Nabisco Business Group has enteredinto:

 

(a)                                any agreement imposing an obligation on the Nabisco Business Groupto increase the rates of remuneration of, or to make any bonus or incentivepayments or any benefits in kind or any payments under a profit-sharing schemeto or on behalf of, any class of its employees at any future date other than inthe ordinary course; or

 

(b)                               any negotiation for a change in the emoluments or other terms ofengagement of any grade its employees; or

 

(c)                                any agreement or arrangement for the provision of compensation onthe termination of employment of any class of employees beyond the minimumrequired by law.

 

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###### 16.                                     **PENSIONS**

 

(a)                               No member of the Nabisco Business Group is providing or has at anytime provided ex gratia pensions or other like payments for any class of personemployed or formerly employed by it or any dependant of any such class ofperson.

 

(b)                               The assets of any superannuation scheme of the Nabisco BusinessGroup are sufficient on the basis of the assumptions specified in the mostrecent actuarial valuation to fund all liabilities to past and presentemployees (whether immediate, prospective or contingent), taking no account ofbenefits in respect of pensionable service after Completion or futurecontributions but making proper allowance for prospective increases in salary(and all pensions and other like payments for any class of person employed orformerly employed by the Nabisco Business Group or any dependant of any suchclass of person are payable from such superannuation scheme and from no othersource).

 

###### 17.                                     **MISCELLANEOUS**

 

**(a)****                                Insolvency**

 

(i)                              No order has been made and no resolution has been passed for thewinding up of, or a provisional liquidator to be appointed in respect of anymember of the Nabisco Business Group.

 

(ii)                           No member of the Nabisco Business Group is insolvent or unable topay its debts  or has stopped paying itsdebts as they fall due.

 

(iii)                        No unsatisfied judgment for an amount in excess of £500,000 isoutstanding against any Nabisco Business Group company.

 

**(b)****                                Consents**

 

(i)                              All consents, permissions, approvals and agreements of third partieswhich are necessary or desirable for Nabisco to obtain in order to enter intothis Agreement in accordance with its terms have been, or will be prior toCompletion, unconditionally obtained in writing, with the exception of anyconsents required pursuant to the Joint Venture Agreement (and connectedarrangements) relating to NACO and any regulatory approvals or consents in anyrelevant jurisdiction and those necessary or desirable for Nabisco to performthis Agreement will have been obtained by Completion.

 

(ii)                           All licences, permissions and consents required for the carrying outof the businesses of the Nabisco Business Group and the absence or invalidityof which would have a material adverse effect on the Nabisco Business Grouphave been obtained and are in full force and effect.

 

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**NABISCO INTERNATIONAL,INC.**

 

 
| By:   | /s/  Robert K. Devries                    |   |
|-----------------|-------------------------------------------|--------|
|            | Name:  Robert K. Devries             |
|            | Title:  Vice President and Secretary |

 

 

**DELUXESTAR LIMITED**

 

 
| By:   | /s/  Dominic Murphy        |   |
|-----------------|----------------------------|--------|
|            | Name:  Dominic Murphy |
|            | Title:  Director      |

 

 

**FINALREALM LIMITED**

 

 
| By:   | /s/  Dominic Murphy        |   |
|-----------------|----------------------------|--------|
|            | Name:  Dominic Murphy |
|            | Title:                     |

 

 

**BLADELAND LIMITED**

 

 
| By:   | /s/  Dominic Murphy        |   |
|-----------------|----------------------------|--------|
|            | Name:  Dominic Murphy |
|            | Title:                     |

 

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