CREDIT AGREEMENT DATED AS OF JANUARY 29, 2014 AMONG POST HOLDINGS, INC., AS BORROWER VARIOUS LENDERS, BARCLAYS BANK PLC, CREDIT SUISSE SECURITIES (USA) LLC, GOLDMAN SACHS BANK USA AND WELLS FARGO SECURITIES, LLC, AS JOINT LEAD ARRANGERS AND JOINT...Credit Agreement • February 3rd, 2014 • Post Holdings, Inc. • Grain mill products • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of January 29, 2014, 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 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent.
6.00% SENIOR NOTES DUE 2022Indenture • June 2nd, 2014 • Post Holdings, Inc. • Grain mill products • New York
INDENTURE dated as of June 2, 2014 among Post Holdings, Inc., a Missouri corporation, the Guarantors (as defined) and Wells Fargo Bank, National Association, a national banking association, as trustee.
5,850,000 Shares Post Holdings, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 18th, 2015 • Post Holdings, Inc. • Grain mill products • New York
Post Holdings, Inc., a Missouri corporation (the “Company”), proposes to sell 5,850,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of 877,500 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
4.625% SENIOR NOTES DUE 2030 INDENTURE Dated as of February 26, 2020 WELLS FARGO BANK, NATIONAL ASSOCIATION TrusteeSupplemental Indenture • February 26th, 2020 • Post Holdings, Inc. • Grain mill products • New York
INDENTURE dated as of February 26, 2020 among Post Holdings, Inc., a Missouri corporation, the Guarantors (as defined) and Wells Fargo Bank, National Association, a national banking association, as trustee.
6.75% SENIOR NOTES DUE 2021 INDENTURE Dated as of November 18, 2013 WELLS FARGO BANK, NATIONAL ASSOCIATION TrusteeIndenture • November 18th, 2013 • Post Holdings, Inc. • Grain mill products • New York
INDENTURE dated as of November 18, 2013 among Post Holdings, Inc., a Missouri corporation, the Guarantors (as defined) and Wells Fargo Bank, National Association, a national banking association, as trustee.
AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 18, 2017 BY AND AMONG POST HOLDINGS, INC., HAYSTACK CORPORATION AND BOB EVANS FARMS, INC.Agreement and Plan of Merger • September 19th, 2017 • Post Holdings, Inc. • Grain mill products • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of September 18, 2017 (this “Agreement”), is by and among POST HOLDINGS, INC., a Missouri corporation (“Parent”), HAYSTACK CORPORATION, a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and BOB EVANS FARMS, INC., a Delaware corporation (the “Company”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 19th, 2021 • Post Holdings, Inc. • Grain mill products • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as amended by that certain First Amendment to Second Amended and Restated Credit Agreement, dated September 3, 2021, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time after the date hereof, this “Agreement”) is entered into as of March 18, 2020, among POST HOLDINGS, INC., a Missouri corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BARCLAYS BANK PLC, as Administrative Agent and the Swing Line Lender, and each L/C Issuer (as defined below).
4.50% SENIOR NOTES DUE 2031 INDENTURE Dated as of March 10, 2021 WELLS FARGO BANK, NATIONAL ASSOCIATION TrusteePost Holdings, Inc. • March 11th, 2021 • Grain mill products • New York
INDENTURE dated as of March 10, 2021 among Post Holdings, Inc., a Missouri corporation, the Guarantors (as defined) and Wells Fargo Bank, National Association, a national banking association, as trustee.
POST HOLDINGS, INC., THE GUARANTOR PARTIES HERETO and COMPUTERSHARE TRUST COMPANY, N.A. as TrusteePost Holdings, Inc. • August 17th, 2022 • Grain mill products • New York
INDENTURE, dated as of August 12, 2022, by and among Post Holdings, Inc., a Missouri corporation, as issuer (the “Company”), the companies listed in Schedule I as guarantors (collectively, the “Guarantors” and each, a “Guarantor”), and Computershare Trust Company, N.A., as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 18th, 2013 • Post Holdings, Inc. • Grain mill products • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of July 11, 2013 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase 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 to the obligations of the Initial Purchasers set forth in Section 7 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in that certain Indenture, dated as of February 3, 2012 (the “Original Indenture”), among the Company, Post Foods, LLC, as guarantor, and Wells Fargo Bank, N.A., as trustee (the “Trustee”), as supplemented by that certain First Supplemental Indenture, dated as of May 28, 2013, among the Company, the Guarantors and the Trustee (the “Supplemental Indenture,” and together with
AGREEMENT AND PLAN OF MERGER BY AND AMONG MFI HOLDING CORPORATION, ACQUISITION SUB, INC., POST HOLDINGS, INC., ANDAgreement and Plan of Merger • April 17th, 2014 • Post Holdings, Inc. • Grain mill products • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 16, 2014, is by and among (i) Post Holdings, Inc., a Missouri corporation (“Parent”), (ii) Acquisition Sub, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Parent (“Merger Sub”), (iii) MFI Holding Corporation, a Delaware corporation (the “Company”), and (iv) GS Capital Partners VI Fund, L.P., solely as representative for the Stockholders and Optionholders (the “Representative”).
POST HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 18th, 2015 • Post Holdings, Inc. • Grain mill products • Missouri
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made effective as of _____________ (“Date of Grant”) by and between Post Holdings, Inc. and ___________________ (“Grantee”). Capitalized terms used and not otherwise defined herein shall have the meaning given to them in the Post Holdings, Inc. 2012 Long-Term Incentive Plan (“Plan”).
POST HOLDINGS, INC. PRSU AGREEMENTPrsu Agreement • November 18th, 2022 • Post Holdings, Inc. • Grain mill products • Missouri
POST HOLDINGS, INC. (the “Company”), hereby grants to the individual named below (the “Grantee”) an award of performance-based restricted stock units (the “PRSUs”) as set forth below, effective on the Date of Grant set forth below, and 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 PRSU Agreement (this “Agreement”). Subject to the terms of this Agreement, the PRSUs shall vest and become payable in Shares, subject to earlier termination of the PRSUs, as provided in this Agreement and the terms and conditions of the Post Holdings, Inc. 2021 Long-Term Incentive Plan (the “Plan”). Capitalized terms used but not defined in this Agreement shall have the same definitions as in the Plan.
POST HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • January 30th, 2019 • Post Holdings, Inc. • Grain mill products • Missouri
POST HOLDINGS, 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 Post Holdings, 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.
6.25% SENIOR SECURED NOTES DUE 2032 INDENTURE Dated as of February 20, 2024 COMPUTERSHARE TRUST COMPANY, N.A. Trustee and Notes Collateral AgentPost Holdings, Inc. • February 26th, 2024 • Grain mill products • New York
INDENTURE dated as of February 20, 2024 among Post Holdings, Inc., a Missouri corporation, the Guarantors (as defined) and Computershare Trust Company, N.A., a national banking association, as trustee and notes collateral agent.
Shareholder Protection Rights Agreement by and between Post Holdings, Inc. and Computershare Trust Company, N.A., rights agent dated as of February 2, 2012Protection Rights Agreement • February 2nd, 2012 • Post Holdings, Inc. • Grain mill products • Missouri
This Shareholder Protection Rights Agreement, dated as of February 2, 2012 (the “Agreement”) is entered into between Post Holdings, Inc., a Missouri corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent,” which term shall include any successor Rights Agent hereunder).
POST HOLDINGS, INC. 2,500,000 5.25% TANGIBLE EQUITY UNITS UNDERWRITING AGREEMENTUnderwriting Agreement • May 28th, 2014 • Post Holdings, Inc. • Grain mill products • New York
Each Security has a stated amount of $100.00 (the “Stated Amount”) and consists of (1) a prepaid stock purchase contract (each, a “Purchase Contract”) under which the holder has purchased and the Company will agree to deliver on June 1, 2017, subject to postponement in certain circumstances and subject to any early settlement or redemption of such Purchase Contract pursuant to the provisions thereof and of the purchase contract agreement (the “Purchase Contract Agreement”), to be dated as of the Initial Delivery Date (as defined herein), among the Company, U.S. Bank National Association, as purchase contract agent (the “Purchase Contract Agent”), U.S. Bank National Association, as attorney-in-fact for the holders of the Purchase Contracts from time to time, and U.S. Bank National Association, as trustee (the “Trustee”), a number of shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), determined pursuant to the terms of the Purchase Contracts and the Pu
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 17th, 2022 • Post Holdings, Inc. • Grain mill products • Missouri
POST HOLDINGS, 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”). Subject to the terms of 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 Post Holdings, Inc. 2021 Long- Term Incentive Plan (the “Plan”). Capitalized terms used but not defined in this Agreement shall have the same definitions as in the Plan.
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • November 28th, 2014 • Post Holdings, Inc. • Grain mill products • Missouri
Post Holdings, Inc. grants a Non-Qualified Stock Option (the “Option”) to William P. Stiritz (“Optionee”), effective October 9, 2014 (“Grant Date”), to purchase a total of 1,000,000 shares of its Stock at an exercise price of $55.00 per share pursuant to the Post Holdings, Inc. 2012 Long-Term Incentive Plan (the “Plan”), upon the terms hereafter provided in this Non-Qualified Stock Option Agreement (this “Agreement”). Any capitalized terms, not otherwise defined herein, have the meanings given to such terms in the Plan.
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 • Post Holdings, Inc. • Grain mill 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”).
POST HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • November 16th, 2018 • Post Holdings, Inc. • Grain mill products • Missouri
POST HOLDINGS, 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 Post Holdings, Inc. 2016 Long-Term Incentive Plan (the “Plan”). Capitalized terms used but not defined in this Agreement shall have the same definitions as in the Plan.
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • November 18th, 2015 • Post Holdings, Inc. • Grain mill products • Missouri
Post Holdings, Inc. grants a Non-Qualified Stock Option (the “Option”) to ___________________ (“Optionee”), effective _________________ (“Grant Date”), to purchase a total of ____________ shares of its Stock at an exercise price of $________ per share pursuant to the Post Holdings, Inc. 2012 Long-Term Incentive Plan, as amended (the “Plan”), upon the terms hereafter provided in this Non-Qualified Stock Option Agreement (this “Agreement”). Any capitalized terms, not otherwise defined herein, have the meanings given to such terms in the Plan.
Employee Matters Agreement by and between Ralcorp Holdings, Inc. and Post Holdings, Inc. Dated as of January __, 2012Employee Matters Agreement • January 25th, 2012 • Post Holdings, Inc. • Grain mill products • Missouri
This Employee Matters Agreement is made as of January , 2012 among Ralcorp Holdings, Inc., a Missouri corporation (“Ralcorp”), and Post Holdings, Inc., a Missouri corporation and direct, wholly owned subsidiary of Ralcorp (“Post”).
PARI PASSU INTERCREDITOR AGREEMENT dated as of February 20, 2024 among JPMORGAN CHASE BANK, N.A., as Initial First Lien Representative and Initial First Lien Collateral Agent, COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as the Initial Other...Passu Intercreditor Agreement • February 26th, 2024 • Post Holdings, Inc. • Grain mill products • New York
This PARI PASSU INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of February 20, 2024, among JPMORGAN CHASE BANK, N.A., as administrative agent for the Initial Credit Agreement Claimholders (in such capacity and together with its successors from time to time in such capacity, the “Initial First Lien Representative”) and as collateral agent for the Initial Credit Agreement Claimholders (in such capacity and together with its successors from time to time in such capacity, the “Initial First Lien Collateral Agent”), COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION (“Computershare”), as Representative for the Initial Other First Lien Claimholders (in such capacity and together with its successors from time to time in such capacity, the “Initial Other Representative”) and as collateral agent for the Initial Other First Lien Claimholders (in such capacity and together with its successors fro
2,100,000 SharesPost Holdings, Inc. • February 26th, 2013 • Grain mill products • New York
The opinion of the counsel for the Company, to be delivered pursuant to Section 5(c) of the Purchase Agreement shall be to the effect that:
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • February 26th, 2021 • Post Holdings, Inc. • Grain mill 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”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • May 22nd, 2017 • Post Holdings, Inc. • Grain mill products • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 19, 2017, by and among Post Holdings, Inc., a Missouri corporation (the “Company”), the Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
Shareholder’s and Registration Rights Agreement by and between Ralcorp Holdings, Inc. and Post Holdings, Inc. Dated as of , 2012And Registration Rights Agreement • January 19th, 2012 • Post Holdings, Inc. • Grain mill products • Missouri
This Shareholder’s and Registration Rights Agreement is made as of , 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 25th, 2012 • Post Holdings, Inc. • Grain mill products • Missouri
INDEMNIFICATION AGREEMENT (the “Agreement”) effective _____________, 20___ between POST HOLDINGS, INC., a Missouri corporation (the “Company”) and ___________________________ (“Participant”).
MANAGEMENT CONTINUITY AGREEMENTManagement Continuity Agreement • May 8th, 2015 • Post Holdings, Inc. • Grain mill products • Missouri
WHEREAS, the Board of Directors (the “Board”) has authorized Post to enter into Management Continuity Agreements with certain key executives of Post; and
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENTNon-Employee Director Restricted Stock Unit Agreement • November 22nd, 2019 • Post Holdings, Inc. • Grain mill products • Missouri
POST HOLDINGS, 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 Post Holdings, 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 • Post Holdings, Inc. • Grain mill 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).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • May 8th, 2015 • Post Holdings, Inc. • Grain mill products
This Separation and Release Agreement (“Agreement”) is made and entered into this 13th day of March 2015 (“Effective Date”) by and between Post Holdings, Inc., Post Foods, LLC and subsidiaries, affiliated and related companies (collectively, the “Company”) and James L. Holbrook (“Executive”) (collectively, “the Parties”).
SECOND LIEN CREDIT AGREEMENT Dated as of October 1, 2018 Among 8TH AVENUE FOOD & PROVISIONS, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, BARCLAYS BANK...Intercreditor Agreement • October 5th, 2018 • Post Holdings, Inc. • Grain mill products • New York
THIS JOINDER AGREEMENT (this “Agreement”), dated as of ______________, 20___, is entered into between ________________________________, a ________________ (the “New Subsidiary”) and BARCLAYS BANK PLC, as administrative agent and collateral agent for the Lenders (in its capacity as administrative agent and collateral agent, the “Administrative Agent”), under that certain Second Lien Credit Agreement, dated as of October 1, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among 8TH AVENUE FOOD & PROVISIONS, INC., a Missouri corporation (the “Borrower”), the Subsidiaries of the Borrower from time to time party thereto, the lenders from time to time party thereto and the Administrative Agent. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF POST FOODS, LLCLimited Liability Company Agreement • November 9th, 2012 • Post Holdings, Inc. • Grain mill products
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Amended and Restated Limited Liability Company Agreement”) is made and entered into as of the 28th day of August, 2012, by Post Holdings, Inc., a Missouri corporation, the sole member (the “Member”).
