0001628280-16-021738 Sample Contracts

JOINDER AGREEMENT
Joinder Agreement • November 30th, 2016 • Kellogg Co • Grain mill products • New York

JOINDER AGREEMENT (this “Joinder Agreement”), dated as of the date set forth in Item 1 of Schedule I hereto, among the Additional Purchaser set forth in Item 2 of Schedule I hereto (the “Additional Purchaser”), the Seller referred to below, the Servicer referred to below, the Purchasers currently party to the Agreement referred to below (the “Selling Purchasers”) and the Administrative Agent referred to below.

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RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • November 30th, 2016 • Kellogg Co • Grain mill products • New York

SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of November 25, 2016 (this “Amendment”), among KELLOGG FUNDING COMPANY, LLC, a Delaware limited liability company (the “Seller”), KELLOGG BUSINESS SERVICES COMPANY, a Delaware corporation (the “Servicer”), COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as a Purchaser, each of the other PURCHASERS party hereto from time to time, and COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as administrative agent (the “Administrative Agent”) for each of the Purchasers.

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