Cable Holdco, Inc. Watch

from S-4/A 9 pages [•]1 [Form of Project Agreement]2

from S-4/A 18 pages [Form of Master External Manufacturing Agreement]1

from S-4/A 17 pages [Form of Master External Manufacturing Agreement]1

from S-4/A 15 pages Transition Services

from S-4 19 pages A. at the Time Of, or Prior To, the Rmt Debt Incurrence, Pursuant to the Newco Contribution, Kfg Shall Transfer, or Cause to Be Transferred, the U.S. Acquired Assets (Excluding the Modesto Facility) and Cash as Set Forth in the Rmt Transaction Agreement to Newco in Exchange for the Assumption by Newco of the U.S. Assumed Liabilities (Other Than the Rmt Debt) And, Pursuant to the Modesto Purchase, Parent Shall Cause the Modesto Facility to Be Transferred to Newco in Exchange for a Cash Payment and Certain Other Consideration; B. Immediately Prior to the Splitco Contribution, Kfg Shall Incur the Rmt Debt and Receive the Rmt Debt Proceeds Pursuant to the Rmt Debt Incurrence;