Exhibit 4.2


 


11 July 2000


 


 


AMENDED AND RESTATED
MERGER AGREEMENT


 


between


 


DELUXESTAR LIMITED AND
OTHERS (1)


 


and


 


NABISCO INTERNATIONAL,
INC. (2)


 


 


Ashurst Morris Crisp


Broadwalk House


5 Appold Street


LONDON  EC2A 2HA


NJS/D758.00004/1765328


 

















 


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

  



 

















 


AGREED FORM DOCUMENTS


 


Tax
Deed


Deluxestar
Discounted Preferred Securities


 

















 


THIS AGREEMENT is made on 11 July 2000


 


BETWEEN:


 


(1)                                 DELUXESTAR LIMITED (No. 3922573) (“Deluxestar”),
FINALREALM
LIMITED (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 Delaware
corporation whose principal office is situated at 200 Deforest Avenue, East
Hanover, NJ 07936-1944, USA (“Nabisco”).


 


RECITALS:


 


WHEREAS this Agreement is intended to restate and to replace in its
entirety the Merger Agreement dated 17 March 2000 made between Nabisco,
Bladeland, Deluxestar, Finalrealm and Hillsdown Holdings Limited (the “Merger
Agreement”) 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 are
used:


 


“Accounts”
means the aggregated profit and loss account of the Nabisco Business Group for
the financial year ended on the Accounts Date and the aggregated balance sheet
of the Nabisco Business Group as at the Relevant Time to be prepared in
accordance with clause 5;


 


“Accounts
Date”  means 31 December 1999;


 


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


 


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


 


“Companies
Act” means the Companies Act 1985;


 


“Completion”
means Iberia Completion, Saudi Completion or Tunisian Completion, as the case
may be;


 


“Debt”
means, in respect of any Designated Company, (i) all obligations for borrowed
money, (ii) all obligations evidenced by bonds, debentures, notes or other
similar instruments, (iii) all obligations in respect of letters of credit or
bankers’ acceptances or similar instruments (or reimbursement obligations with
respect thereto), (iv) all obligations to pay the deferred purchase price of
real property or services, (v) all obligations as lessee under any finance
leases (net of future finance charges), (vi) all actual, deferred or contingent
liabilities arising on or resulting from the factoring or securitisation of
receivables,  (vii) all interest (including bank interest), fees and
penalties (including prepayment penalties) accrued


 


1

















 


or payable in
respect of any of (i) to (vi) above at that time and (viii) Intercompany Debt
but excluding trade payables incurred in the ordinary course (including without
limitation to other members of the Retained Group); provided that the term
“Debt” with respect to NACO shall mean 75% of the amount determined with
respect to such entity;


 


“Discounted
Preferred Securities” means Dual Convertible Discounted Preferred
Securities of Deluxestar constituted by an instrument in the agreed form dated
25 April 2000;


 


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


 


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


 


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


 


“Governmental
Authority” means any foreign, national, state, provincial or local
government, any political subdivision thereof or any governmental, judicial,
public or statutory instrumentality, tribunal, agency, authority, body or
entity, or other regulatory bureau, authority, body or entity having legal
jurisdiction over the activity or person in question (including those
pertaining 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;


 


“Group
Company” means, in relation to any company, any company which from
time to time is a member of its Group;


 


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


 


“Iberia
Completion” means completion of the sale and purchase of the Iberia
Shares in accordance with the provisions of clause 8;


 


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


 


“Intellectual
Property Rights”  means all
inventions, patents, registered designs, design rights and copyrights, trade
marks, trade, business or domain names (whether registered or not) and the
goodwill therein and applications to register any of the foregoing and rights
in


 


2

















 


inventions,
know-how, trade secrets and other confidential information, rights in databases
and 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 Stock
Exchange”  means London Stock Exchange plc;


 


“Nabisco
Business Group” means the companies details of which are set out in
Schedule 1 and “Designated Company” means any one of these;


 


“Nabisco
Business Intellectual Property Rights” means any and all
Intellectual Property Rights used in the business of the Nabisco Business
Group;


 


“Nabisco
Iberia” means Nabisco Iberia S.L., a company incorporated in Spain
with 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 Saudi
Arabia with commercial registration number 2051020990 whose principal office is
situated at P.O. Box 4113, Damman 31442, Saudi Arabia details of which are set
out in Schedule 1;


 


“Net Debt”
means the aggregate Debt of the Nabisco Business Group as at the Relevant Time
less the aggregate of all cash or cash equivalents held by or for the benefit
of the Nabisco Business Group as at that time provided that, with respect to
NACO, only 75% of the cash and cash equivalents held by it or for its benefit
shall 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 Anonymes
whose principal office is B.P.89, Hamman-Lif 2050 Tunisia details of which are
set out in Schedule 1;


 


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


 


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


 


“Retained
Group” means Nabisco and its subsidiaries other than the Nabisco
Business Group;


 


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


 


“Saudi
Completion” means completion of the sale and purchase of the Saudi
Shares in accordance with the provisions of clause 8;


 


“Saudi Legal
Steps” means the legal requirements necessary to effect the transfer
of the legal title to the Saudi Shares under the laws of Saudi Arabia being:


 


3

















 


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


 


(b)                               Deluxestar and, where necessary, Nabisco obtaining a foreign
investment licence from the competent Saudi Arabian Authority approving
Deluxestar as investor in NACO;


 


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


 


(d)                               amendment of NACO’s commercial registration at the Ministry of
Commerce 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 share
capital of NACO;


 


“Shareholder Documentation” means:


 


(a)                                all and any documents setting out any terms of investment by any
member of the Retained Group in either NACO or NTSA (including, without
limitation, joint venture and shareholder agreements); and


 


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


 


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


 


“taxation”
or “tax”  means
taxation 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 be
executed at Iberia Completion;


 


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


 


4

















 


“Tunisian
Completion” means completion of the sale and purchase of the
Tunisian Shares in accordance with the provisions of clause 8;


 


“Tunisian
Legal Steps” means the legal requirements needed to effect the
transfer of the legal title to the NTSA Shares under the laws of Tunisia being:


 


(a)                             registration
of Nabisco in accordance with all applicable Tunisian laws as the legal owners
of the Tunisian Shares;


 


(b)                            execution
of a share transfer document;


 


(c)          approval of the Central Bank of
Tunisia;


 


(d)                             registration
with the Tunisian Stock Exchange of the transfer of the Tunisian Shares and the
delivery by the financial intermediary to Nabisco of a certificate of such
registration;


 


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


 


(f)                                the
entry on the company register of NTSA of the transfer of the Tunisian Shares by
Nabisco;


 


“Tunisian
Shares” means 1,326 shares of DT100 in NTSA, being the entire issued
share capital of NTSA;


 


“United”
means United Biscuits (Holdings) Limited;


 


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


 


“Working
Capital” means the sum of all current assets (excluding cash and
cash equivalents) of the Nabisco Business Group minus the sum of all current
liabilities (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 Companies
Act 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 a
reference:


 


(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;


 


5

















 


(d)                               the masculine gender shall include the feminine and neuter and vice
versa;


 


(e)                                a reference to a person shall include a reference to a firm, a body
corporate, an unincorporated association or to a person’s executors or
administrators;


 


(f)                                  a reference to a clause, sub-clause or Schedule (other than to a
schedule to a statutory provision) shall be a reference to a clause, sub-clause
or 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 the
day of an act or event, it shall be calculated exclusive of that day;


 


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


 


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


 


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


 


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


 


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


 


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


 


(n)                               the headings in this Agreement are for convenience only and shall
not affect the interpretation of any provision of this Agreement; and


 


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


 


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


 


6

















 


2.                                           SALE AND PURCHASE


 


2.1                                     Subject as provided in clauses 2.4, 4 and 10.3, Nabisco is the
beneficial owner of and at the relevant Completion shall sell or procure to be
sold 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 and
together with all rights attached to them at the date of this Agreement or
subsequently becoming attached to them.


 


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


 


2.4                                     The parties have agreed that, notwithstanding that all consents
required to transfer the Saudi Shares and the Tunisian Shares have not been
obtained at the date hereof, control of, and the economic interests in, NACO
and 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 nominal
amount of Discounted Preferred Securities, of which (i) £23,407,287,486 shall
be 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 Euro
Holdings 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 become
the 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 authorities
either in Saudi Arabia in relation to the Saudi Shares or Tunisia in relation
to the Tunisian Shares until Saudi Completion or as the case may be Tunisian
Completion has taken place hereunder and the relevant Legal Steps have been
satisfied.  Deluxestar and Nabisco shall
use their respective best endeavours to complete the Legal Steps as soon as
possible after the date of this Agreement.


 


4.2                                     Deluxestar acknowledges and agrees that it will obtain all necessary
support from its parent company and other members of its Group that have the
necessary experience in the type of business conducted by NACO if this is
required by the competent Saudi Arabian authorities in order to grant
Deluxestar an investment licence.


 


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


 


7

















 


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


 


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


 


5.                                           INDEBTEDNESS, WORKING CAPITAL AND EBITDA
ADJUSTMENTS


 


5.1                                     Indebtedness
Adjustment at Completion


 


[CLAUSE DELETED]


 


5.2                                     Working
Capital Notification at Completion


 


[CLAUSE
DELETED]


 


5.3                                     Determination
of Adjustments


 


(a)                                The parties shall use their respective reasonable endeavours to
procure that promptly after the date of this Agreement the following are
prepared by Deluxestar:


 


(i)                              the Accounts;


 


(ii)                           a statement of Net Debt and a statement of Working Capital for the
Nabisco Business Group (which shall identify separately the amount of Net Debt
and Working Capital attributable to each of NACO and NTSA) in each case as at
the Relevant Time and a statement of EBITDA for the Nabisco Business Group
(which shall identify separately the amount of EBITDA attributable to each of
NACO and NTSA) for the year ended on the Accounts Date (the “Statement
of Net Debt”, the “Statement of Working Capital” and the “Statement
of 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 “Actual
Average Working Capital”) as at the end of each of the 12 months to
30 June 2000 (identifying separately the amount of average Working
Capital 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 as
applied in its latest audited accounts save that no account shall be taken of
acts or omissions


 


8

















 


after the Relevant Time taken by the Purchaser or its
Group occurring outside the ordinary course of business.


 


(c)                                Forthwith after completion of the preparation of the Accounts and
the preparation of the Statements they shall be delivered in draft to
Nabisco.  Within 10 Business Days of
receipt, Nabisco shall notify Deluxestar in writing whether it accepts them for
the purposes of this Agreement.


 


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


 


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


 


(ii)                           the parties shall use all reasonable endeavours to meet and discuss
the 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 as
originally submitted or after adjustments agreed between Nabisco and
Deluxestar) or if Nabisco fails to notify Deluxestar of its non-acceptance of
the draft Statements within the 10 business day period referred to in clause
5.3(c), then the draft Statements (incorporating any agreed adjustments) shall
constitute the Statements for the purposes of this Agreement.


 


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


 


(i)                              Deluxestar and/or Deluxestar’s accountants and Nabisco and/or
Nabisco’s accountants shall each promptly prepare a written statement on the
matters in dispute which (together with the relevant documents) shall be
submitted 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 in
dispute 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) in
making 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 and
other advisers, witnesses and employees retained by it and the costs and the
expenses of the


 


9

















 


independent firm of accountants shall be borne between
Nabisco and Deluxestar in such proportions as the firm shall in its discretion
determine or, in the absence of any such determination, equally between Nabisco
and Deluxestar.


 


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


 


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


 


(i)                              enable the production of the Statements; and


 


(ii)                           enable any independent firm of chartered accountants appointed
pursuant 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 accountants
appointed pursuant to this clause 5.3 to take copies of all information which
they have agreed to provide under this clause 5.3(h).


 


5.4                                     Net
Debt Adjustment


 


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


 


5.5                                     Working
Capital Adjustment


 


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


 


10

















 


5.6                                     EBITDA
Adjustment


 


Within 5 days after agreement or determination in
accordance with clause 5.3 of the Statement of 1999 EBITDA, Nabisco will, or
will procure that a member of its Group shall, pay to Deluxestar the sterling
equivalent of an amount equal to 7 times the shortfall if any of the 1999
EBITDA 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 $/£ exchange
rate 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 treated
as adjustments to the consideration for the Sale Shares and shall be allocated
to the businesses to which they relate.


 


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


 


(c)                                For the avoidance of doubt, the parties hereby acknowledge and agree
that all adjustments pursuant to this clause 5 shall be satisfied in cash and
not through an adjustment of the nominal amount of Discounted Preferred
Securities issued hereunder.


 


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


 


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


 


(f)                                  The Net Debt and any amount payable pursuant to clause 5.5 shall be
converted 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


 


[CLAUSE
DELETED]


 


7.                                           CONDUCT BETWEEN SIGNING AND COMPLETION


 


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


 


11

















 


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


 


(b)                               neither NACO nor NTSA:


 


(i)                              acquire or dispose of or agree to acquire or dispose of any shares
in any company or any material part of its business or any material asset other
than trading stock in the ordinary course of business;


 


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


 


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


 


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


 


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


 


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


 


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


 


(viii)                 enter
into any material transactions (whether of a trading nature, on capital account
or otherwise) other than on an arm’s length, commercial and bona fide basis and
for its own benefit;


 


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


 


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


 


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


 


12

















 


(xii)                      make any material change in the terms and conditions of its
directors or employees or the benefits given to any such directors or employees
or 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 the
material intellectual property rights of any member of the Group.


 


7.2                                     Nabisco warrants to Deluxestar that, save as disclosed prior to the
date hereof, the business of the Nabisco Business Group has been carried on
between 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 references
to the Nabisco Business Group.


 


8.                                           COMPLETION


 


8.1                                     Iberia Completion shall take place immediately following the
exchange hereof and Saudi Completion and Tunisia Completion shall take place on
the 5th business day following the satisfaction of the Saudi Legal
Steps or the Tunisia Legal Steps (as the case may be) at such place or at such
other time as Nabisco and Deluxestar shall agree when all (but not part only
unless Nabisco and Deluxestar shall agree) of the relevant business referred to
in 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 its
nominee of the relevant Sale Shares together with duly endorsed share
certificates 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 in
Deluxestar or its nominees the full beneficial ownership of the relevant Sale
Shares and enable Deluxestar to procure them to be registered in the name of
Deluxestar or its nominees (including a foreign investment authority prior
clearance form, if applicable);


 


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


 


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


 


13

















 


(vi)                       the written resignations of all directors of and the secretary of
each company being sold (other than any director or secretary whom Deluxestar
may wish to remain in office) executed as a deed and stating there are no
outstanding liabilities of such company to such persons;


 


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


 


(viii)                 a
power of attorney from the vendors of the Sale Shares being sold (and the
holders of any nominee shares) relating to the exercise of rights in respect of
such shares pending their registration in the name of Deluxestar and/or its
nominee;


 


(ix)                         a notice of resignation of the existing auditors of each company
being sold containing a statement that there are no circumstances connected
with such resignation which the auditors consider should be brought to the
attention 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 the
Saudi Legal Steps;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


14

















 


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


 


(c)                                the parties shall procure the entry into of the Supplemental
Agreements by the respective parties thereto.


 


(d)                               Finalrealm shall discharge or procure the discharge of the £75
million facility (together with accrued interest) from Deutsche Bank to Nabisco
Iberia and procure the release of the Retained Group from the associated
guarantee 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 it
or any member of the Retained Group receives any dividends or other
distributions in respect of any of the Saudi Shares after the date of this
Agreement 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 in
respect of the Saudi Shares are terminated in accordance with clause 15, it
shall, not later than 10 business days after the receipt thereof, pay an amount
equal to any such dividends or distributions by way of transfer to Deluxestar’s
bank account, details of which Deluxestar will notify in writing to Nabisco.


 


10.2                               Nabisco undertakes to Deluxestar that if and to the extent that it
or any member of the Retained Group receives any dividends or other
distributions in respect of any of the Tunisian Shares after the date of this
Agreement 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 in
respect of the Tunisian Shares are terminated in accordance with clause 15, it
shall, not later than 10 business days after the receipt thereof, pay an amount
equal to any such dividends or distributions by way of transfer to Deluxestar’s
bank account, details of which Deluxestar will notify in writing to Nabisco.


 


10.3                               Nabisco undertakes to Deluxestar that it shall use its reasonable
endeavours to cause the transfer of those six shares in NTSA not legally and
beneficially owned by Nabisco (the “Other Tunisian Shares”) to six nominees to
be notified to Nabisco by Deluxestar. 
The failure to procure any such transfer by the date upon which Tunisian
Completion takes place shall not delay Tunisian Completion and Deluxestar shall
have no claim against Nabisco for any failure to cause the transfer of the
Other Tunisian Shares.


 


15

















 


11.                                     NABISCO WARRANTIES AND INDEMNITIES


 


11.1                               Nabisco warrants as at the date hereof to Deluxestar in the terms of
the Warranties (except to the extent provided expressly to the contrary in any
Warranties 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 it
in connection with the sale of the Sale Shares to Deluxestar) make any claim
against any Designated Company or against any director or employee of any
Designated Company on whom Nabisco may have relied before agreeing to any term
of this Agreement or of the Tax Deed.


 


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


 


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


 


11.5                               The rights and remedies of Deluxestar in respect of a breach of any
of the Warranties shall not be affected by Completion, by any investigation
made by or on behalf of any party into the affairs of the Nabisco Business
Group, by the giving of any time or other indulgence by Deluxestar to any
person, or by any other cause whatsoever except a specific waiver or release by
Deluxestar in writing; and any such waiver or release shall not prejudice or
affect any remaining rights or remedies of Deluxestar.


 


11.6                               No claim under the Warranties (a “relevant claim”) shall be
made unless written notice containing specific details of the relevant claim is
served on Nabisco before 30 September 2001.


 


11.7                               A relevant claim shall not be enforceable against Nabisco and shall
be deemed to have been withdrawn unless any legal proceedings in connection
with it are commenced within six months after written notice of it is first
served on Nabisco except that, in the case of a relevant claim which
constitutes only a contingent liability when notice of it is served on Nabisco,
such relevant claim will be deemed withdrawn unless legal proceedings are so
commenced within six months of the date such relevant claim ceases to be
contingent.


 


11.8                               The aggregate amount of the liability of Nabisco in respect of all
relevant claims and in respect of any claim for breach of any other provision
of 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 claims
or claims under the Tax Deed unless the aggregate amount of the liability of
Nabisco in respect of all such relevant claims together with claims under the
Tax Deed shall exceed £1 million, in which case only the excess shall be
payable.  No relevant claim shall be
made unless the individual claim exceeds £50,000.


 


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


 


16

















 


barrister of at least 10 years’ call would have a
reasonable chance of success), the person so entitled shall use reasonable
endeavours to recover that sum before making the relevant claim (keeping
Nabisco at all times fully and promptly informed of the conduct of such
recovery) provided that Deluxestar shall be entitled to commence proceedings in
respect of the relevant claim, and any sum recovered will reduce the
amount  of the relevant claim (and, in
the event of the recovery being delayed until after the relevant claim has been
satisfied by Nabisco, shall be paid to Nabisco, after deduction of all
reasonable costs and expenses of the recovery).


 


11.11                         Where any facts or circumstances could give rise to both a relevant
claim under the Warranties and a relevant claim under the Tax Deed, Nabisco
shall not be liable in respect of both relevant claims, and accordingly no
recovery shall be made under the Warranties if recovery is made under the Tax
Deed and vice versa.


 


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


 


11.13                         Deluxestar shall:


 


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


 


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


 


(c)                                (if Nabisco elects to permit Deluxestar to assume conduct of and
defend such claim or matter) not settle, make any admission of liability nor
compromise any claim or matter which gives or may give rise to a relevant claim
without the prior written consent of Nabisco, such consent not to be unreasonably
withheld or delayed.


 


11.14                         Nabisco agrees to indemnify Deluxestar from and against:


 


(a)                                any shortfall in the assets of any superannuation scheme of any
Designated Company or of which its employees are members below the liabilities
at Completion, calculated on the basis of the assumptions specified in the most
recent actuarial valuation taking no account of benefits in respect of
pensionable services after Completion or future contributions but making proper
allowance for prospective increases in salary; and


 


(b)                               any unfunded liabilities to pay pensions or other like payments for
any class of person employed or formerly employed by any member of the Nabisco
Business Group or any dependent of any such class of person (save where such
liabilities 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 that
they and their respective subsidiary undertakings do all such acts and things
as may reasonably be necessary or requested of them to complete the
transactions contemplated by this Agreement.


 


17

















 


12.2                               From and after the relevant Completion:


 


(a)                                Nabisco shall grant access, or procure the grant by any member of
the Retained Group of access, to Deluxestar and Finalrealm (or their designees)
at all reasonable times to all of the information, books and records relating
to any Designated Company (including work papers and correspondence with taxing
authorities), and shall afford, or procure that any other member of the
Retained Group affords, to Deluxestar and Finalrealm (or their designees) the
right (at Deluxestar’s expense) to take extracts therefrom and to make copies
thereof, to the extent reasonably necessary for the purposes of their business,
to permit Deluxestar and Finalrealm (or their designees) to prepare tax
returns, to conduct negotiations with tax authorities, to fulfil an obligation
to any Governmental Authority imposed by law, regulation or order and to
implement the provisions of, or to investigate or defend any claims between the
parties arising under, this Agreement.


 


(b)                               Deluxestar and Finalrealm shall grant or cause each Designated
Company to grant to the Retained Group (or its designees) access at all
reasonable times to all of the information, books and records relating to such
Designated Company within the possession of Deluxestar or Finalrealm or such
Designated Company (including work papers and correspondence with taxing
authorities), and shall afford to the Retained Group (or its designees) the
right (at the Retained Group’s expense) to take extracts therefrom and to make
copies thereof, to the extent reasonably necessary for the purposes of the
Retained Group’s business, to permit the Retained Group (or its designees) to
prepare tax returns, to conduct negotiations with tax authorities, to fulfil an
obligation to any Governmental Authority imposed by law, regulation or order
and to implement the provisions of, or to investigate or defend any claims
between 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 respect
to such Designated Company or to any claims, audits or other proceedings
affecting such Designated Company until the expiration of the statute of
limitations (including extensions) applicable to the taxable period to which
such documents relate or until the final determination of any controversy with
respect to such taxable period, and until the final determination of any
payments that may be required with respect to such taxable period under this
Agreement.


 


(d)                               Notwithstanding the foregoing provisions of this clause 12, no party
hereto shall be required to grant or cause to be granted to any other access to
information, books and records or to furnish extracts or copies thereof to the
extent that such information, books and records include information regarding
such party or any of its subsidiaries. 
In such circumstances, such party may either (i) provide appropriately
detailed summaries of the information contained therein or (ii), in providing
extracts or copies thereof, redact the information relating to such party or
its subsidiaries.


 


12.3                               Deluxestar or Finalrealm, as appropriate, shall use its reasonable
endeavours to obtain the release as soon as reasonably practicable after
Completion of each member of the Retained Group from any Guarantees given or
undertaken by any member of the Retained Group to secure or support any
liability of any member of the Nabisco Business Group; and until any


 


18

















 


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


 


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


 


12.5                               Following the relevant Completion, Deluxestar or Finalrealm, as
appropriate, shall procure that each Designated Company shall repay all trade
payables (including management charges) to any member of the Retained Group
(howsoever incurred), and Nabisco shall procure that each member of the
Retained Group shall repay all trade payables (including management charges) to
any relevant Designated Company (howsoever incurred), in each case in
accordance with the usual credit terms applying to payables of the type in
question and in the ordinary course.  In
this clause 12.5, reference to Completion in relation to NACO or, as the case
may be, NTSA shall mean the date upon which the transfer to Deluxestar of NACO
or, 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 the
preparation and filing of any necessary governmental or regulatory filings or
communications to employees, members of pension schemes or counterparties to
contractual arrangements as may be necessary or desirable in connection with
the transactions contemplated by this Agreement.


 


12.7                               Each of the parties shall, from time to time upon being required to
do so by any other party, now or at any time in the future, do or procure the
doing of all such acts and/or execute or procure the execution of all such
documents in a form satisfactory to the party requesting such action or
execution as such party may reasonably consider necessary for giving full effect
to this Agreement and securing to the party requesting such action or execution
the full benefit of the rights, powers and remedies conferred upon the party
requesting 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 Saudi
Shares as may arise during the period after the date of this Agreement 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 in respect of the
Saudi Shares are terminated in accordance with clause 15. Nabisco
undertakes that if required it will produce a separate power of attorney in a
form 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 the
Tunisian Shares as may arise during the period after the date of this Agreement
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 in respect
of the


 


19

















 


Tunisian Shares are terminated in accordance with
clause 15. Nabisco undertakes that if required it will produce a separate power
of 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 the
date of this Agreement until the date of the Saudi Completion or the Tunisian
Completion, as the case may be):


 


(a)                                that each member of NACO and NTSA under the control of Nabisco (and
all directors, employees, representatives, agents and attorneys of members of
NACO and NTSA to the extent under the control of Nabisco) shall exercise all
rights of control (whether as a shareholder, pursuant to contractual
arrangements or otherwise) in relation to each of NACO and NTSA at the
direction of Deluxestar or any of its affiliates;


 


(b)                               to keep Deluxestar fully and promptly informed of all matters
relating to NACO and NTSA of which Nabisco or any other member of the Retained
Group is aware and shall use its reasonable endeavours to provide Deluxestar
with access at all reasonable times to all documents and information relating
to NACO and NTSA;


 


(c)                                if any member of NACO and NTSA under the control of Nabisco has a
right 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 any
written direction from Deluxestar to replace any such Representative in respect
of which Deluxestar gives a written direction with a person designated by
Deluxestar;


 


(ii)                           that, pending the appointment of the person designated by
Deluxestar, it shall, to the extent permitted, appoint the person designated by
Deluxestar as an alternate such as will enable that person to receive notice of
and 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 to
amend in any respect any Shareholder Documentation.


 


14.2                               For the avoidance of doubt, it is hereby agreed from the date hereof
that Deluxestar shall have full responsibility for funding all necessary cash
flow requirements (including, without limitation, working capital and capital
expenditure) of NACO and NTSA and the Retained Group shall have no responsibility
therefor whatsoever (whether to the relevant Designated Company or to
Deluxestar).


 


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


 


20

















 


15.                                     TERMINATION OF THE SALE OF NACO AND NTSA


 


15.1                               The parties hereby acknowledge and agree that if the Saudi Legal
Steps are not fulfilled by 17 March 2001 all the rights and obligations of the
parties under this Agreement with respect to NACO and the Saudi Shares will
automatically terminate and the power of attorney given in relation to the
Saudi Shares pursuant to clause 13.1 will be automatically revoked.  Deluxestar shall procure that any person
designated 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 Legal
Steps are not fulfilled by 17 March 2001 all the rights and obligations of the
parties under this Agreement with respect to NTSA and the Tunisian Shares will
automatically terminate and the power of attorney given in relation to the
Tunisian Shares pursuant to clause 13.2 will be automatically revoked.  Deluxestar shall procure that any person
designated 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 parties
under this Agreement are terminated pursuant to clause 15.1 or 15.2
respectively, the parties hereby agree that any payments made by Nabisco to
Deluxestar pursuant to clause 10.1 with respect to the Saudi Shares or, as the
case may be, pursuant to clause 10.2 with respect to  the Tunisian Shares will be refunded by Deluxestar to Nabisco
within 10 business days of such termination.


 


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


 


Z = (A x 7) - B - C


where,


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


B =         the
amount of Net Debt of NACO and/or, as the case may be, NTSA as shown by the
Statement 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 respect
of NACO or, as the case may be, NTSA may be less than the aggregate of all
relevant cash or cash equivalents in respect thereof), in which event
appropriate regard shall be had to the sign preceding it in the above
formula);  and


C =         the
amount by which the Working Capital of NACO or, as the case may be, NTSA as at
the Relevant Time (as shown in the relevant Statement of Working Capital) is
less than 95 per cent. of the Actual Average Working Capital of NACO or, as the
case 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 Average
Working Capital of NACO or, as the case may be, NTSA, C shall be included in
the above formula as a negative amount).


 


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


 


21

















 


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


 


16.                                     CONFIDENTIALITY


 


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


 


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


 


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


 


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


 


(c)                                which is required to be disclosed by the regulations of any
recognised exchange upon which the share capital of the disclosing party is or
is 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 more
persons the liability of each of them shall be joint and several.


 


17.2                               No party may assign its rights under this Agreement except to any
other Group Company (and for the avoidance of doubt Deluxestar shall be fully
entitled to assign the benefit of this Agreement (including the Warranties and
the 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 assigned
ceases to be a member of the Group, other than on enforcement of security
granted to any bank or financial institute providing finance, it shall
forthwith execute a deed of transfer of such rights to any company remaining a
member of the Group and provided also that each of Deluxestar and Finalrealm
(and any such permitted assignees) shall be entitled to assign its rights by
way of security to any banks or financial institutions providing finance in
connection with the Offer and/or this Agreement shall be binding on and enure
for the benefit of the parties’ successors, assigns and personal
representatives.


 


22

















 


17.3                               This Agreement, together with the documents in the agreed form,
represents the entire understanding, and constitutes the whole agreement, in
relation to its subject matter and supersedes any previous agreement between
the parties with respect thereto (including, without limitation, the Merger
Agreement (as supplemented as referred to in the Recital hereto) which shall
cease to be of any effect) and, without prejudice to the generality of the
foregoing, excludes any warranty, condition or other undertaking implied at law
or by custom.


 


17.4                               Each party confirms that, except as provided in this Agreement, no
party has relied on any representation or warranty or undertaking which is not
contained in this Agreement, or in the documents in the agreed form and,
without prejudice to any liability for fraudulent misrepresentation, no party
shall be under any liability or shall have any remedy in respect of
misrepresentation or untrue statement unless and to the extent that a claim
lies under this Agreement.


 


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


 


17.6                               The parties acknowledge and agree that Nabisco has prior to the date
hereof transferred its South African business to other members of the Retained
Group without any obligation or liability whatsoever on the Nabisco Business
Group, it being the intention that no part of the South African business is to
be transferred pursuant to the terms of this Agreement.


 


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


 


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


 


18.                                     COSTS


 


All costs and
expenses incurred by any of the parties in connection with the negotiation and
preparation 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 in
Schedule 2 to this Agreement, the Nabisco Business Group also comprises a
Russian company, Planters & Biscuit Co (the “Russian Subsidiary”), which
company 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 to
the liquidation of the Russian Subsidiary; and


 


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


 


23

















 


20.                                     NOTICES


 


20.1                               A notice, approval, consent or other communication in connection
with this Agreement:


 


(a)                                must be in writing; and


 


(b)                               must be left at the address of the addressee, or sent by prepaid
ordinary 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 of
the addressee which is specified in this clause or if the addressee notifies
another address or telex or facsimile number then to that address or facsimile
number.


 


The address, telex number and facsimile number of each
party is:


 


Nabisco


Address:               Nabisco
International Inc


                               200
Deforest Avenue


                               East
Hanover


                               N.J.
07936-1944 USA


 


Facsimile:              (001)
973 539 9150


Attention:             Elizabeth
Culligan


 


Deluxestar, Bladeland and Finalrealm


 


Address:                                             c/o Cinven Limited


Pinners Hall


105-108 Old
Broad 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 Great
Winchester Street


London
EC2N 2DB


England


Facsimile:                                            020 7545 4757


Attention:                                         Manjit Dale


 


24

















 


 


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


 


20.3                               A letter or facsimile is deemed to be received:


 


(a)                                in the case of a posted letter, unless actually received earlier, on
the 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 report
from the machine from which the facsimile was sent which indicates that the
facsimile was sent in its entirety to the facsimile number of the recipient.


 


21.                                     GOVERNING LAW, JURISDICTION AND SERVICE OF
PROCESS


 


21.1                               This Agreement shall be governed by, and construed in accordance
with, English law.


 


21.2                               Each party irrevocably agrees that the Courts of England shall have
exclusive jurisdiction in relation to any claim, dispute or difference
concerning 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 summons
or other originating process or any third or other party notice) may be served
on any party by being delivered to or left for that party at its address for
service of notices under clause 20 and each party undertakes to maintain such
an address at all times in the United Kingdom and to notify the other party in
advance of any change from time to time of the details of such address in
accordance 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 process
relating to any proceedings before the English Courts in connection with this
Agreement and to notify Deluxestar of such agent’s name and address;


 


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


 


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


 


consents to
the service of process relating to any such proceedings by prepaid posting of a
copy 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 first
mentioned above.


 


26

















 


SCHEDULE 1


NABISCO
BUSINESS 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)             Pending
to record with the mercantile registry the change of corporate address to
Montornes 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)             Pending
to record with the mercantile registry the change of corporate address to
Montornés 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)             Pending
to record with the mercantile registry the change of corporate address to
Montornés 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)             Pending
to record with the mercantile registry the change of corporate address to
Montornés 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)             Pending
to record with the mercantile registry the change of corporate address to
Montornés 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.) on
February 3, 1994.  Royal Food Products
S.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, complete
and not misleading.


 


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


 


2.                                           BUSINESSES
TO BE TRANSFERRED


 


At the date hereof, the Nabisco Business Group and the
rights and assets thereof comprise all rights and assets necessary for or used
in the business of production and sale of biscuits, dry mixes and cookies
carried 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 will
be required by the Nabisco Business Group to carry on the Business as carried
on at the date hereof, with the exception of the personnel and assets necessary
to perform the services to be provided under the Supplemental Agreements.


 


3.                                           CAPACITY


 


(a)                                Other than pursuant to this Agreement, Nabisco is under no
obligation (whether actual or contingent) to sell, charge or otherwise dispose
of any of the Sale Shares or any interest therein to any person.


 


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


 


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


 


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


 


4.                                           SHARE
CAPITAL


 


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


 


38

















 


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


 


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


 


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


 


(d)                               Nabisco is, or will be at Completion, entitled to procure the sale
and transfer of the full legal and beneficial interest in all the issued and
allotted 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 Accounts
Date and all other material assets used or employed by Designated Companies in
the Business are, or will be at Completion, the absolute property of the
Nabisco Business Group free from any mortgage, charge, lien, bill of sale or
other encumbrance (other than any such mortgage, charge, lien or other
encumbrance implied by law or statute or that does not materially impair the
operations or value of the Nabisco Business Group).


 


(b)                                Acquisition at arm’s length


 


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


 


6.                                           REAL
PROPERTY


 


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


 


39

















 


7.                                           INTELLECTUAL
PROPERTY RIGHTS


 


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


 


(b)                               No Designated Company has received any notice that any material
Nabisco Business Intellectual Property Rights used for any of the operations of
any of its businesses or any of them are being infringed, attacked or opposed
by any person or that its use of the Nabisco Business Intellectual Property
rights infringes or is likely to infringe the Intellectual Property Rights of
any 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 not
have the ownership or use or any licence to use any Intellectual Property
Rights, for any of the material operations of any of its businesses.


 


(d)                               The Nabisco Business Intellectual Property Rights are free from
encumbrances and, in the case of confidential information, any disclosure
obligation.


 


8.                                           CHANGE
OF CONTROL


 


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


 


9.                                           CONTRACTS


 


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


 


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


 


10.                                     COMPETITION


 


(a)                                Nabisco is not aware of any process, notice or communication, formal
or informal, by or on behalf of the Office of Fair Trading, the Competition
Commission, the Secretary of State, the European Commission or any other
authority of any country having jurisdiction in anti-trust matters, in relation
to any aspect of the business of the Nabisco Business Group.


 


(b)                               Nabisco has not, in relation to the Nabisco Business Group, been a
party to any arrangement or contract or taken any action in the two years
ending on the Accounts 


 


40

















 


Date which constitutes anti-competitive
behaviour in breach of any law, regulation, or administrative process relating
to fair competition, anti-trust, mergers or similar matters and which would be
capable of having a material adverse effect on the Nabisco Business Group.


 


11.                                     LITIGATION


 


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


 


12.                                     ENVIRONMENT


 


There are no circumstances in relation to the Nabisco
Business Group which give rise or could give rise or have given rise to any
civil, criminal, administrative or other action, claim, proceeding, or
investigation by competent authority under Environmental Law in relation to any
matter including properties now owned or formerly owned by the Nabisco Business
Group  which, in each case, would have a
material adverse effect on the Nabisco Business Group.


 


13.                                     INTRA
GROUP ARRANGEMENTS


 


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


 


14.                                     SUBSIDIARIES


 


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


 


15.                                     EMPLOYEES


 


No member of the Nabisco Business Group has entered
into:


 


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


 


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


 


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


 


41

















 


16.                                     PENSIONS


 


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


 


(b)                               The assets of any superannuation scheme of the Nabisco Business
Group are sufficient on the basis of the assumptions specified in the most
recent actuarial valuation to fund all liabilities to past and present
employees (whether immediate, prospective or contingent), taking no account of
benefits in respect of pensionable service after Completion or future
contributions but making proper allowance for prospective increases in salary
(and all pensions and other like payments for any class of person employed or
formerly employed by the Nabisco Business Group or any dependant of any such
class of person are payable from such superannuation scheme and from no other
source).


 


17.                                     MISCELLANEOUS


 


(a)                                Insolvency


 


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


 


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


 


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


 


(b)                                Consents


 


(i)                              All consents, permissions, approvals and agreements of third parties
which are necessary or desirable for Nabisco to obtain in order to enter into
this Agreement in accordance with its terms have been, or will be prior to
Completion, unconditionally obtained in writing, with the exception of any
consents required pursuant to the Joint Venture Agreement (and connected
arrangements) relating to NACO and any regulatory approvals or consents in any
relevant jurisdiction and those necessary or desirable for Nabisco to perform
this Agreement will have been obtained by Completion.


 


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


 


42

















 


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:

  



 


43