CREDIT AGREEMENT DATED AS OF OCTOBER 21, 2019 AMONG BELLRING BRANDS, LLC, AS BORROWER VARIOUS LENDERS, CREDIT SUISSE LOAN FUNDING LLC, BOFA SECURITIES, INC., MORGAN STANLEY SENIOR FUNDING, INC., BARCLAYS BANK PLC, CITIBANK, N.A., GOLDMAN SACHS BANK...Credit Agreement • October 21st, 2019 • Bellring Brands, Inc. • Food and kindred products • New York
This CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of October 21, 2019, among BELLRING BRANDS, LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, and each L/C Issuer (as defined below).
INVESTOR RIGHTS AGREEMENT dated as of October 21, 2019 among BELLRING BRANDS, INC. and POST HOLDINGS, INC.Investor Rights Agreement • October 21st, 2019 • Bellring Brands, Inc. • Food and kindred products • Delaware
THIS INVESTOR RIGHTS AGREEMENT dated as of October 21, 2019 (this “Agreement”) is among (i) BellRing Brands, Inc., a Delaware corporation (the “Company”), (ii) Post Holdings, Inc., a Missouri corporation (“Post”), and (iii) other Persons (as defined below) party hereto from time to time.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • November 21st, 2023 • Bellring Brands, Inc. • Food and kindred products
This Indemnification Agreement (this “Agreement”) is made and entered into as of 2023, by and among BellRing Brands, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 15 hereof.
BELLRING BRANDS, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 22nd, 2019 • Bellring Brands, Inc. • Food and kindred products • Delaware
BELLRING BRANDS, INC. (the “Company”), hereby grants to the individual named below (the “Grantee”) an award of restricted stock units (the “Restricted Stock Units”) set forth below, effective on the Date of Grant set forth below, subject to the Grantee timely executing and delivering to the Company, pursuant to such procedures as the Company will establish from time to time, this Restricted Stock Unit Agreement (this “Agreement”). The Restricted Stock Units shall vest and become payable in Shares according to the vesting schedule described below, subject to earlier termination of the Restricted Stock Units, as provided in this Agreement and the terms and conditions of the BellRing Brands, Inc. 2019 Long-Term Incentive Plan (the “Plan”). Capitalized terms used but not defined in this Agreement shall have the same definitions as in the Plan.
CERTAIN IDENTIFIED INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. STREMICK HERITAGE FOODS, LLC and PREMIER...Manufacturing Agreement • September 20th, 2019 • Bellring Brands, Inc. • Food and kindred products • California
THIS MANUFACTURING AGREEMENT (the “Agreement”) is made this first day of July, 2017 (the “Effective Date”) between Stremicks Heritage Foods, LLC (“Heritage”), a Delaware limited liability company with an address of 4002 Westminster Avenue, Santa Ana, CA 92703 and PREMIER NUTRITION CORPORATION (“Premier”), a Delaware corporation with a principal place of business at 5905 Christie Avenue, Emeryville, California 94608 (each a “Party”, collectively, the “Parties”).
BRIDGE FACILITY AGREEMENT DATED AS OF OCTOBER 11, 2019 AMONG POST HOLDINGS, INC., AS BORROWER VARIOUS LENDERS, MORGAN STANLEY SENIOR FUNDING, INC., AND BOFA SECURITIES, INC., CITIGROUP GLOBAL MARKETS INC., CREDIT SUISSE LOAN FUNDING LLC, GOLDMAN SACHS...Bridge Facility Agreement • October 11th, 2019 • Bellring Brands, Inc. • Food and kindred products • New York
This BRIDGE FACILITY AGREEMENT, dated as of October 11, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among POST HOLDINGS, INC., a Missouri corporation (the “Company”), CERTAIN SUBSIDIARIES OF THE COMPANY, as guarantors (the “Pre-Assumption Guarantors”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”).
AMENDMENT NO. 1 TO TRANSACTION AGREEMENT AND PLAN OF MERGERTransaction Agreement and Plan of Merger • February 28th, 2022 • Bellring Brands, Inc. • Food and kindred products
This AMENDMENT NO. 1 TO TRANSACTION AGREEMENT AND PLAN OF MERGER, dated as of February 28, 2022 (this “Amendment No. 1”), is by and among BellRing Brands, Inc., a Delaware corporation (“BellRing”), Post Holdings, Inc., a Missouri corporation (“Post”), BellRing Distribution, LLC, a Delaware limited liability company and direct, wholly owned Subsidiary of Post (“SpinCo”), and BellRing Merger Sub Corporation, a Delaware corporation and direct, wholly owned Subsidiary of SpinCo (“Merger Sub”). Capitalized terms used herein but not defined herein have the meanings ascribed thereto in the Transaction Agreement (as defined below).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • February 26th, 2021 • Bellring Brands, Inc. • Food and kindred products • New York
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of February 26, 2021 (this “Amendment”), is entered into by and among BELLRING BRANDS, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (as defined in the Existing Credit Agreement referred to below) party hereto, each Lender party hereto designated as a “2021 Refinancing Term Lender” on its signature page hereto (each, a “2021 Refinancing Term Lender” and, collectively, the “2021 Refinancing Term Lenders”), each Revolving Credit Lender (as defined in the Existing Credit Agreement referred to below) and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent (in such capacity, the “Administrative Agent”).
4,597,339 SHARES OF COMMON STOCK BELLRING BRANDS, INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • November 23rd, 2022 • Bellring Brands, Inc. • Food and kindred products • New York
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of BELLRING BRANDS, LLC Dated as of October 21, 2019Limited Liability Company Agreement • October 21st, 2019 • Bellring Brands, Inc. • Food and kindred products • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of BellRing Brands, LLC, a Delaware limited liability company (the “Company”), dated as of October 21, 2019, by and among the Company, BellRing Brands, Inc., a Delaware corporation (“Pubco”), Post Holdings, Inc., a Missouri corporation (“Holdings”), and each other Person admitted as a Member pursuant to Section 3.02(a).
AMENDED AND RESTATED MASTER SUPPLY AGREEMENTMaster Supply Agreement • August 8th, 2023 • Bellring Brands, Inc. • Food and kindred products • Delaware
THIS AMENDED AND RESTATED MASTER SUPPLY AGREEMENT (“Agreement”) is made as of the 1st day of July 2023 (“Effective Date”) by and between Premier Nutrition Company, LLC, a Delaware limited liability company with its headquarters located at 1222 67th Street, Suite 210, Emeryville, CA 94608 (“Buyer” or “PNC”), and Fonterra (USA) Inc., a California corporation with its principal place of business located at 8700 W. Bryn Mawr Avenue, Suite 500N, Chicago, IL 60631 (“Supplier” or “Fonterra”) (each a “Party”, collectively “Parties”).
TAX RECEIVABLE AGREEMENT by and among BellRing Brands, Inc. BellRing Brands, LLC Post Holdings, Inc. and And Future Members of BellRing Brands, LLC From Time to Time Party Hereto Dated as of October 21, 2019Tax Receivable Agreement • October 21st, 2019 • Bellring Brands, Inc. • Food and kindred products • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of October 21, 2019, is hereby entered into by and between BellRing Brands, Inc., a Delaware corporation (the “Corporation”), BellRing Brands, LLC, a Delaware limited liability company (“BellRing LLC”), Post Holdings, Inc., a Missouri corporation (“Post”), and each of the other Members (as defined herein) from time to time Party hereto.
DIRECTOR RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 22nd, 2019 • Bellring Brands, Inc. • Food and kindred products • Delaware
BELLRING BRANDS, INC. (the “Company”), hereby grants to the individual named below (the “Grantee”) an award of restricted stock units (the “Restricted Stock Units”) set forth below, effective on the Date of Grant set forth below, subject to the Grantee timely executing and delivering to the Company, pursuant to such procedures as the Company will establish from time to time, this Restricted Stock Unit Agreement (this “Agreement”). The Restricted Stock Units shall vest according to the vesting schedule described below and shall become payable in Shares, subject to earlier termination of the Restricted Stock Units, as provided in this Agreement and the terms and conditions of the BellRing Brands, Inc. 2019 Long-Term Incentive Plan (the “Plan”), and subject to any effective election to defer settlement made by the Grantee. Capitalized terms used but not defined in this Agreement shall have the same definitions as in the Plan.
GUARANTEE AND COLLATERAL AGREEMENT among POST HOLDINGS, INC., certain of its Subsidiaries, and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent Dated as of October 11, 2019Guarantee and Collateral Agreement • October 11th, 2019 • Bellring Brands, Inc. • Food and kindred products • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of October 11, 2019, among each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity and together with its successors in such capacity, the “Administrative Agent”) for (i) the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Bridge Facility Agreement, dated as of October 11, 2019 (as amended, restated supplemented, replaced, or otherwise modified from time to time, the “Bridge Facility Agreement”), among POST HOLDINGS, INC., a Missouri corporation (the “Company”), the Lenders and the Administrative Agent, and (ii) the other Secured Parties (as hereinafter defined).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • October 21st, 2019 • Bellring Brands, Inc. • Food and kindred products
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of October 21, 2019, is made by and among Post Holdings, Inc., a Missouri corporation (“Post”), BellRing Brands, Inc., a Delaware corporation (“BellRing Inc.”), and BellRing Brands, LLC, a Delaware limited liability company (“BellRing LLC”).
TAX MATTERS AGREEMENT by and among Post Holdings, Inc., BellRing Brands, Inc. and BellRing Brands, LLC Dated as of October 21, 2019Tax Matters Agreement • October 21st, 2019 • Bellring Brands, Inc. • Food and kindred products • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of October 21, 2019 (the “Closing Date”) is entered into by and among Post Holdings, Inc., a Missouri corporation (“Post”), BellRing Brands, Inc., a Delaware corporation (“BellRing Inc.”), and BellRing Brands, LLC, a Delaware limited liability company (“BellRing LLC” and, together with Post and BellRing Inc., the “Parties”).
MASTER TRANSACTION AGREEMENT BY AND AMONG POST HOLDINGS, INC., BELLRING BRANDS, INC. AND BELLRING BRANDS, LLC Dated as of October 7, 2019Master Transaction Agreement • October 11th, 2019 • Bellring Brands, Inc. • Food and kindred products • Delaware
This MASTER TRANSACTION AGREEMENT, dated as of October 7, 2019 (this “Agreement”), is by and among POST HOLDINGS, INC., a Missouri corporation (“Post”), BELLRING BRANDS, INC., a Delaware corporation (“BellRing Inc.”), and BELLRING BRANDS, LLC, a Delaware limited liability company (“BellRing LLC”; Post, BellRing Inc. and BellRing LLC are sometimes referred to herein individually as a “Party” and together as the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in ARTICLE I.
MASTER SERVICES AGREEMENTMaster Services Agreement • October 21st, 2019 • Bellring Brands, Inc. • Food and kindred products • Delaware
This MASTER SERVICES AGREEMENT (this “Agreement”), dated as of October 21, 2019, is made by and among Post Holdings, Inc., a Missouri corporation, (“Post”), BellRing Brands, Inc., a Delaware corporation (“BellRing Inc.”) and BellRing Brands, LLC, a Delaware limited liability company (“BellRing, LLC”).
BELLRING BRANDS, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • November 22nd, 2019 • Bellring Brands, Inc. • Food and kindred products • Delaware
BELLRING BRANDS, INC. (the “Company”), hereby grants to the individual named below (the “Optionee”) a Non-Qualified Stock Option (the “Option”) set forth below, effective on the Date of Grant set forth below, subject to the Optionee timely executing and delivering to the Company, pursuant to such procedures as the Company will establish from time to time, this Non-Qualified Stock Option Agreement (this “Agreement”). The Option shall vest and become exercisable according to the schedule described below, subject to earlier termination of the Option, as provided in this Agreement and the terms and conditions of the BellRing Brands, Inc. 2019 Long-Term Incentive Plan (the “Plan”). Capitalized terms used but not defined in this Agreement shall have the same definitions as in the Plan.
AMENDMENT TO THE AMENDED AND RESTATED MASTER SERVICES AGREEMENTMaster Services Agreement • August 8th, 2023 • Bellring Brands, Inc. • Food and kindred products • Delaware
BORROWER ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • October 21st, 2019 • Bellring Brands, Inc. • Food and kindred products
This Assignment and Assumption Agreement (the “Agreement”), dated as of October 21, 2019, is among Post Holdings, Inc., a Missouri corporation, as assignor (“Assignor”), BellRing Brands, LLC, a Delaware limited liability company, as assignee (“Assignee”) and Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity and together with its successors and assigns, the “Administrative Agent”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 8th, 2020 • Bellring Brands, Inc. • Food and kindred products • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of February 21, 2020 and is entered into by and among BELLRING BRANDS LLC, a Delaware limited liability company (the “Borrower”) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement (as defined below) after giving effect to this Amendment.
Certain information contained in this Exhibit has been excluded because it is both (1) not material and (2) of the type that the company treats as private or confidential. The redaction of such information is indicated by “[***]” STREMICKS HERITAGE...Manufacturing Agreement • February 7th, 2023 • Bellring Brands, Inc. • Food and kindred products • Delaware
THIS MANUFACTURING AGREEMENT (the “Agreement”) is made this 14th day of December, 2022, between Stremicks Heritage Foods, LLC (“Heritage”), a Delaware limited liability company with an address of 4002 Westminster Avenue, Santa Ana, CA 92703, and Jasper Products, L.L.C. (“Jasper”, and together with Heritage, each individually as applicable, a “Co-Packer”), a Missouri limited liability company with an address of 3877 E 27th St, Joplin, MO 64804, and Premier Nutrition Company, LLC (“Buyer”), a Delaware limited liability company with a principal place of business at 1222 67th Street, Emeryville, California 94608 (each a “Party”, collectively, the “Parties”). The liability of Heritage and Jasper (each as a Co-Packer) under this Agreement is several and not joint.
MPC PURCHASE COMMITMENTPurchase Commitment • August 8th, 2023 • Bellring Brands, Inc. • Food and kindred products
This Purchase Commitment (“Commitment”) effective as of 1 July 2023 (“Effective Date”) is issued by Premier Nutrition Company LLC (“PNC” or “Buyer”) and accepted by Fonterra (USA) Inc (“Fonterra” or “Supplier”), each a Party to that certain Amended and Restated Master Supply Agreement with an Effective Date of 1 July 2023 (“Master Supply Agreement” and collectively with this Commitment, the “Agreements”). Purchase Orders issued by PNC and its Third-Party Manufacturers (“TPMs”) against this Master Purchase Commitment shall be subject exclusively to the terms and conditions of the Master Supply Agreement.
SHARES OF CLASS A COMMON STOCK BELLRING BRANDS, INC. CLASS A COMMON STOCK FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • October 7th, 2019 • Bellring Brands, Inc. • Food and kindred products • New York
