0001193125-19-270862 Sample Contracts

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).

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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 AGREEMENT
Indemnification Agreement • October 21st, 2019 • Bellring Brands, Inc. • Food and kindred products

This Indemnification Agreement (this “Agreement”) is made and entered into as of , 2019, 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.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of BELLRING BRANDS, LLC Dated as of October 21, 2019
Limited 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).

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, 2019
Tax 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.

EMPLOYEE MATTERS AGREEMENT
Employee 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, 2019
Tax 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 SERVICES AGREEMENT
Master 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”).

BORROWER ASSIGNMENT AND ASSUMPTION AGREEMENT
Borrower Assignment 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”).

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