CREDIT AGREEMENT DATED AS OF FEBRUARY 3, 2012 AMONG POST HOLDINGS, INC., AS BORROWER VARIOUS LENDERS, BARCLAYS CAPITAL INC., AS SOLE LEAD ARRANGER BARCLAYS CAPITAL INC., PNC CAPITAL MARKETS, LLC, SUNTRUST ROBINSON HUMPHREY, INC. AND WELLS FARGO...Credit Agreement • February 8th, 2012 • Post Holdings, Inc. • Grain mill products • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of February 3, 2012, among POST HOLDINGS, INC., a Missouri corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BARCLAYS BANK PLC, as Administrative Agent.
POST HOLDINGS, INC. AND EACH OF THE GUARANTORS PARTY THERETO 7.375% SENIOR NOTES DUE 2022 INDENTURE Dated as of February 3, 2012 WELLS FARGO BANK, NATIONAL ASSOCIATION TrusteeIndenture • February 8th, 2012 • Post Holdings, Inc. • Grain mill products • New York
INDENTURE dated as of February 3, 2012 among Post Holdings, Inc., a Missouri corporation, the Guarantors (as defined) and Wells Fargo Bank, National Association, a national banking association, as trustee.
REGISTRATION RIGHTS AGREEMENT Dated as of February 3, 2012 by and among POST HOLDINGS, INC., POST FOODS, LLC and BARCLAYS CAPITAL INC., WELLS FARGO SECURITIES, LLC, and CREDIT SUISSE SECURITIES (USA) LLC, as representatives of several the initial...Registration Rights Agreement • February 8th, 2012 • Post Holdings, Inc. • Grain mill products • New York
This Agreement is made pursuant to the Offering Agreement, dated January 27, 2012 (the “Offering Agreement”), by and among the Company, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to acquire and sell the Initial Notes, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition set forth in Section 7 of the Offering Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Indenture, dated as of February 3, 2012, among the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee, relating to the Initial Notes and the Exchange Notes (the “Indenture”).
Tax Allocation Agreement by and among Ralcorp Holdings, Inc., and Post Holdings, Inc. Dated as of February 3, 2012Tax Allocation Agreement • February 8th, 2012 • Post Holdings, Inc. • Grain mill products • Missouri
This TAX ALLOCATION AGREEMENT (this “Agreement”) is entered into as of February 3, 2012, by and between Ralcorp Holdings, Inc., a Missouri corporation (“Ralcorp”), and Post Holdings, Inc. (“Post”), a Missouri corporation and direct, wholly owned subsidiary of Ralcorp.
Transition Services Agreement by and between Ralcorp Holdings, Inc. and Post Holdings, Inc. Dated as of February 3, 2012Transition Services Agreement • February 8th, 2012 • Post Holdings, Inc. • Grain mill products • Missouri
This Transition Services Agreement is made as of February 3, 2012 by and between Ralcorp Holdings, Inc., a Missouri corporation (“Ralcorp”), and Post Holdings, Inc. (“Post”), a Missouri corporation and direct, wholly owned subsidiary of Ralcorp.
Shareholder’s and Registration Rights Agreement by and between Ralcorp Holdings, Inc. and Post Holdings, Inc. Dated as of February 3, 2012Shareholder • February 8th, 2012 • Post Holdings, Inc. • Grain mill products • Missouri
This Shareholder’s and Registration Rights Agreement is made as of February 3, 2012 by and among Ralcorp Holdings, Inc., a Missouri corporation (“Ralcorp”), and Post Holdings, Inc., a Missouri corporation and wholly owned subsidiary of Ralcorp (“Post”).
Contribution AgreementContribution Agreement • February 8th, 2012 • Post Holdings, Inc. • Grain mill products • Missouri
This Contribution Agreement is made as of February 3, 2012, immediately prior to the Canada Sale, by and among Ralcorp Holdings, Inc., a Missouri corporation (“Ralcorp”), and Post Holdings, Inc., a Missouri corporation and wholly-owned subsidiary of Ralcorp (“Post”).
Employee Matters Agreement by and between Ralcorp Holdings, Inc. and Post Holdings, Inc. Dated as of February 3, 2012Employee Matters Agreement • February 8th, 2012 • Post Holdings, Inc. • Grain mill products • Missouri
This Employee Matters Agreement is made as of February 3, 2012 among Ralcorp Holdings, Inc., a Missouri corporation (“Ralcorp”), and Post Holdings, Inc., a Missouri corporation and direct, wholly owned subsidiary of Ralcorp (“Post”).
