0001530950-12-000254 Sample Contracts

AMENDMENT TO TAX ALLOCATION AGREEMENT
Tax Allocation Agreement • December 13th, 2012 • Post Holdings, Inc. • Grain mill products

This AMENDMENT TO TAX ALLOCATION AGREEMENT (this “Amendment”) is made and entered into as of September 26, 2012 (the “Effective Date”) by Ralcorp Holdings, Inc. (“Ralcorp”) and Post Holdings, Inc. (“Post”).

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THIRD AMENDMENT AND WAIVER TO CREDIT AGREEMENT
Credit Agreement • December 13th, 2012 • Post Holdings, Inc. • Grain mill products • New York

This THIRD AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “Amendment”) is dated as of September 13, 2012 and is entered into by and among POST HOLDINGS, INC., a Missouri corporation (the “Borrower”), BARCLAYS BANK PLC, in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”), acting with the consent of the Required Lenders, the Required Lenders and the Guarantor, and is made with reference to that certain CREDIT AGREEMENT, dated as of February 3, 2012 and amended as of May 14, 2012 and June 13, 2012 (the “Credit Agreement”), by and among the Borrower, the Lenders, the Administrative Agent, and the other Agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Amendment.

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