EX-10.1 FIRST AMENDMENT TO AMENDED CREDIT AGRMT



 





EXHIBIT 10.1




FIRST AMENDMENT TO AMENDED AND

RESTATED CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of
November 2, 2007 by and among POST APARTMENT HOMES, L.P. (the “Borrower”), each of the Lenders
party hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent (the “Agent”).



     WHEREAS, the Borrower, the Lenders, the Agent and certain other parties have entered into that
certain Amended and Restated Credit Agreement dated as of April 28, 2006 (as in effect immediately
prior to the date hereof, the “Credit Agreement”) and the Borrower, the Lenders and the Agent
desire to amend certain provisions of the Credit Agreement on the terms and conditions contained
herein.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:



     Section 1. Specific Amendments to Credit Agreement. The parties hereto agree that
the Credit Agreement is amended as follows:



     (a)      The Credit Agreement is amended by restating the definitions of “Capitalization Rate”,
“Condominium Property Value”, “Development Properties” and “Investments” contained in Section 1.1.
thereof in their entirety as follows:




     “Capitalization Rate” means 6.75%.




     “Condominium Property Value” means (a) for a Multifamily Property converted
into residential condominium units, the sum of the following: (i) the Net Operating
Income for such Property for the four quarter period ending immediately prior to
such conversion divided by the Capitalization Rate, plus (ii) 80% of cost of capital
improvements made to such Property in connection with such conversion not to exceed
25% of the amount determined in accordance with the preceding clause (i), minus
(iii) with respect to each individual condominium unit sale, 85% of the net sale
proceeds (defined as the actual sales price less commissions, fees and any other
related expenses not to exceed 5% of the actual sales price) from such sale;
provided, however, no value will be attributed to such a Property 24 months after
its conversion, and (b) for a Property being developed with multiple residential
condominiums on a “ground up” basis, (i) the sum of all cash expenditures for land
and improvements (including indirect costs internally allocated and development
costs) of such Property minus (ii) with respect to each individual condominium unit
sale, 85% of the net sale proceeds (defined as the actual sales price less
commissions, fees and any other related expenses not to exceed 5% of the actual
sales price) from such sale; provided, however, no value will be attributed to such
a Property 36 months after actual construction on, or other physical development of,
such Property has commenced (other than pre-development site work related to
remediation and other limited construction or development in advance of actual
project construction). In addition, no value shall be attributable to a Condominium Property at any
time



 









 







following the earlier of (x) all condominium units of such Property having been
sold or otherwise conveyed and (y) the management of such Property having been
turned over to such Property’s homeowner’s association.




     “Development Properties” means at any time on a consolidated basis for a Person
and its Subsidiaries, the sum of (A) 100% of the aggregate amount of cash
expenditures made to acquire each unimproved Property then held for development plus
(B) the sum of the following items as to which (x) actual construction or other
physical development or redevelopment activities have commenced, and (y) no
Certificate of Occupancy shall have been issued or received: (i) 100% of the
aggregate amount of cash expenditures made to develop any such unimproved Property,
plus (ii) without duplication, where any such Property is being developed or
redeveloped in phases, as to any phase which is still being developed or redeveloped
and for which a Certificate of Occupancy has not been received, the cash
expenditures made for development or redevelopment of such phase (including indirect
costs internally allocated in accordance with GAAP).




     “Investment” means, with respect to any Person, any acquisition or
investment (whether or not of a controlling interest) by such Person, by means of
any of the following: (a) the purchase or other acquisition of any Equity Interest
in another Person, (b) a loan, advance or extension of credit to, capital
contribution to, Guaranty of Indebtedness of, or purchase or other acquisition of
any Indebtedness of, another Person, including any partnership or joint venture
interest in such other Person, or (c) the purchase or other acquisition (in one
transaction or a series of transactions) of assets of another Person that constitute
the business or a division or operating unit of another Person. Any binding
commitment or option to make an Investment in any other Person shall constitute an
Investment. Except as expressly provided otherwise, for purposes of determining
compliance with any covenant contained in a Loan Document, the amount of any
Investment shall be the amount actually invested, without adjustment for subsequent
increases or decreases in the value of such Investment.



     (b) The Credit Agreement is amended by deleting the clause “30% of Gross Asset Value”
in the introductory paragraph of Section 9.4(a) and replacing it with the clause “35% of Gross
Asset Value”.



     Section 2. Conditions Precedent. The effectiveness of this Amendment is subject to
receipt by the Agent of each of the following, each in form and substance satisfactory to the
Agent:



     (a)      a counterpart of this Amendment duly executed by the Borrower and the Requisite Lenders;



     (b)      a Reaffirmation of Obligations duly executed by each Guarantor, in the form of Exhibit A
attached hereto;



     (c)      copies of all corporate (or comparable) actions, certified by the Secretary or



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Assistant Secretary of each Loan Party (or other individual performing similar functions)
authorizing the Amendment and the Borrower’s exercise of Section 2.16 of the Credit Agreement and
resulting increase in the aggregate amount of the Commitments; and



     (d)      payment of the expenses set forth in Section 7 hereof and all fees due and payable on or
prior to the date hereof under that certain Fee Letter dated as of September 26, 2007.



     Section 3. Increase of Commitments; Joinder and Representations of New Lenders. In
connection with the Borrower’s exercise of its right to increase the aggregate amount of the
Commitments pursuant to Section 2.16. of the Credit Agreement, the parties hereto agree that:



     (a)      Upon the effectiveness of this Amendment, each Lender and such Lender’s respective
Commitment is as set forth on Exhibit B attached hereto.



     (b)      Each Lender that was not party to the Credit Agreement immediately prior to giving effect
to this Amendment (a “New Lender”) (i) represents and warrants that it is (A) legally authorized to
enter into this Amendment and to become a Lender under the Credit Agreement and (B) an “accredited
investor” (as such term is used in Regulation D of the Securities Act); (ii) confirms that it has
received a copy of the Credit Agreement, together with copies of the most recent financial
statements delivered by the Borrower pursuant thereto and such other documents and information
(including without limitation the Loan Documents) as such New Lender has deemed appropriate to make
its own credit analysis and decision to become a Lender; (iii) appoints and authorizes the Agent to
take such action as contractual representative on such New Lender’s behalf and to exercise such
powers under the Credit Agreement and the other Loan Documents as are delegated to the Agent by the
terms thereof, together with such powers as are reasonably incidental thereto; (iv) acknowledges
and agrees that it will become a party to and shall be bound by the Credit Agreement and the other
Loan Documents to which the other Lenders are a party as of the date hereof and will perform in
accordance therewith all of the obligations which are required to be performed by it as if such New
Lender were an original Lender under and signatory to the Credit Agreement and (v) agrees to make
the payments required to be made by such Lender under Section 2.16. of the Credit Agreement.



     Section 4. Representations. The Borrower represents and warrants to the Agent and
the Lenders that:



     (a)      Authorization. The Borrower has the right and power, and has taken all necessary
action to authorize it, to execute and deliver this Amendment and to perform its obligations
hereunder and under the Credit Agreement, as amended by this Amendment, in accordance with their
respective terms. This Amendment has been duly executed and delivered by a duly authorized officer
of the sole general partner of the Borrower and each of this Amendment and the Credit Agreement, as
amended by this Amendment, is a legal, valid and binding obligation of the Borrower enforceable
against the Borrower in accordance with its respective terms except as the same may be limited by
bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the
availability of equitable remedies for the enforcement of certain obligations (other than the
payment of principal) contained herein or therein and as may be limited by equitable principles
generally.



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     (b)      Compliance with Laws, etc. The execution and delivery by the Borrower of this
Amendment and the performance by the Borrower of this Amendment and the Credit Agreement, as
amended by this Amendment, in accordance with their respective terms, do not and will not, by the
passage of time, the giving of notice or otherwise: (i) require any Government Approvals or
violate any Applicable Laws relating to the Borrower or any other Loan Party; (ii) conflict with,
result in a breach of or constitute a default under the organizational documents of the Borrower or
any other Loan Party, or any indenture, agreement or other instrument to which the Borrower or any
other Loan Party is a party or by which it or any of its respective properties may be bound; or
(iii) result in or require the creation or imposition of any Lien upon or with respect to any
property now owned or hereafter acquired by the Borrower or any other Loan Party.



     (c)      No Default. No Default or Event of Default has occurred and is continuing as of
the date hereof nor will exist immediately after giving effect to this Amendment.



     Section 5. Reaffirmation of Representations by Borrower. The Borrower hereby repeats
and reaffirms all representations and warranties made by the Borrower to the Agent and the Lenders
in the Credit Agreement and the other Loan Documents to which it is a party on and as of the date
hereof with the same force and effect as if such representations and warranties were set forth in
this Amendment in full, except for (i) representations and warranties that expressly relate solely
to an earlier date (in which case such representations and warranties shall have been true and
correct in all material respects on and as of such earlier date) and (ii) changes in factual
circumstances not prohibited under the Credit Documents.



     Section 6. Certain References. Each reference to the Credit Agreement in any of the
Loan Documents shall be deemed to be a reference to the Credit Agreement as amended by this
Amendment.



     Section 7. Expenses. The Borrower shall reimburse the Agent upon demand for all
reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Agent in
connection with the preparation, negotiation and execution of this Amendment and the other
agreements and documents executed and delivered in connection herewith.



     Section 8. Benefits. This Amendment shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.



     Section 9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY
PERFORMED, IN SUCH STATE.



     Section 10. Effect. Except as expressly herein amended, the terms and conditions of
the Credit Agreement and the other Loan Documents remain in full force and effect. The amendments
contained herein shall be deemed to have prospective application only, unless otherwise
specifically stated herein.



     Section 11. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and shall be binding upon all
parties, their successors and assigns.



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     Section 12. Definitions. All capitalized terms not otherwise defined herein are used
herein with the respective definitions given them in the Credit Agreement.



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     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Amended and
Restated Credit Agreement to be executed as of the date first above written.



	 	 	 	 	 	 	 	 	 
	 	 	POST APARTMENT HOMES, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Post GP Holdings, Inc., its sole general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	/s/ Christopher J. Papa 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Christopher J. Papa 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer	 	 
	 

	 	 	 	 	 	 	 	 





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[Signature Page to First Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]




	 	 	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender and Agent	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	/s/ Amit Khimji 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Amit Khimji 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President 	 	 
	 

	 	 	 	 	 	 	 	 





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[Signature Page to First Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]




	 	 	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	/s/ Vanessa Chiu 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Vanessa Chiu 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President 	 	 
	 

	 	 	 	 	 	 	 	 





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[Signature Page to First Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]




	 	 	 	 	 	 	 	 	 
	 	 	SUMITOMO MITSUI BANKING CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	/s/ William M. Ginn 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	William M. Ginn 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Executive Officer and General
Manager 	 	 
	 

	 	 	 	 	 	 	 	 





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[Signature Page to First Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]




	 	 	 	 	 	 	 	 	 
	 	 	SUNTRUST BANK	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	/s/ W. John Wendler 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	W. John Wendler 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Senior Vice President 	 	 
	 

	 	 	 	 	 	 	 	 





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[Signature Page to First Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]




	 	 	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





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[Signature Page to First Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]




	 	 	 	 	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	/s/ Andrew T. White 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Andrew T. White 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President 	 	 
	 

	 	 	 	 	 	 	 	 





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[Signature Page to First Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]




	 	 	 	 	 	 	 	 	 
	 	 	REGIONS BANK	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	/s/ Kerri Raines 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Kerri Raines 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President 	 	 
	 

	 	 	 	 	 	 	 	 





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[Signature Page to First Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]




	 	 	 	 	 	 	 	 	 
	 	 	US BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	/s/ J. R. Miller 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	J. R. Miller 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President 	 	 
	 

	 	 	 	 	 	 	 	 





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[Signature Page to First Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]




	 	 	 	 	 	 	 	 	 
	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS

(“DBTCA”)	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	/s/ James Rolison 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	James Rolison 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Director 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	/s/ Linda Wang 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Linda Wang 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Director 	 	 
	 

	 	 	 	 	 	 	 	 





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[Signature Page to First Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]




	 	 	 	 	 	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	/s/ Yoichi Orikasa 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Yoichi Orikasa	 	 
	 

	 	 	 	Title:
	 	Vice President & Manager	 	 






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[Signature Page to First Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]




	 	 	 	 	 	 	 	 	 
	 	 	MIDFIRST BANK, a
federally chartered savings
association	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	/s/ Darrin Rigler 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Darrin Rigler 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President 	 	 
	 

	 	 	 	 	 	 	 	 





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[Signature Page to First Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]




	 	 	 	 	 	 	 	 	 
	 	 	THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	/s/ Carla Ryan 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Carla Ryan 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Authorised Signatory 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	/s/ Jennifer Lyons 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Jennifer Lyons 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Authorised Signatory 	 	 
	 

	 	 	 	 	 	 	 	 





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[Signature Page to First Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]




	 	 	 	 	 	 	 	 	 
	 	 	COMERICA BANK	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	/s/ James Graycheck 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	James Graycheck 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President 	 	 
	 

	 	 	 	 	 	 	 	 





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[Signature Page to First Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]




	 	 	 	 	 	 	 	 	 
	 	 	THE NORTHERN TRUST COMPANY	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	/s/ Carol B. Conklin 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Carol B. Conklin 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President 	 	 
	 

	 	 	 	 	 	 	 	 





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[Signature Page to First Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]




	 	 	 	 	 	 	 	 	 
	 	 	FIRST COMMERCIAL BANK, NEW YORK AGENCY	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





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[Signature Page to First Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]




	 	 	 	 	 	 	 	 	 
	 	 	CHANG HWA COMMERCIAL
BANK, LTD.,

New York Branch	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	/s/ Jim C. Y. Chen 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Jim C. Y. Chen 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President & General
Manager 	 	 
	 

	 	 	 	 	 	 	 	 





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[Signature Page to First Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]




	 	 	 	 	 	 	 	 	 
	 	 	PEOPLE’S UNITED BANK	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	/s/ Maurice Fry 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Maurice Fry 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President 	 	 
	 

	 	 	 	 	 	 	 	 






 










 






EXHIBIT A




REAFFIRMATION OF OBLIGATIONS




     Each of the undersigned (each a “Guarantor” and collectively the “Guarantors”) hereby (a)
reaffirms its continuing obligations owing under the Guaranty dated as of April 26, 2006, executed
and delivered by the Guarantors (the “Guaranty”) and (b) agrees that the First Amendment to Amended
and Restated Credit Agreement dated the date hereof (the “Amendment”) amending the Amended and
Restated Credit Agreement dated as of April 26, 2006 by and between Post Apartment Homes, L.P., the
Lenders party thereto (the “Lenders”), Wachovia Bank, National Association, as Agent (the “Agent”)
and the other parties thereto (as amended, restated, supplemented or otherwise modified from time
to time, the “Credit Agreement”), and the transactions contemplated by the Amendment, including,
without limitation the Borrower’s exercise of its rights under Section 2.16 of the Credit Agreement
to increase the aggregate amount of the Commitments, do not in any way affect the validity or
enforceability of the Guaranty, or reduce, impair or discharge the obligations of such Guarantor
thereunder.



     Each of the Guarantors represents and warrants to the Agent and the Lenders that the
execution, delivery, and performance of this Reaffirmation of Obligations has been authorized by
all requisite action on the part of such Guarantor and will not violate such Guarantor’s
organizational or governing document.



     Each of the Guarantors further agrees that references to the Credit Agreement contained in any
Loan Document (as defined in the Credit Agreement) shall be deemed to be references to the Credit
Agreement, as amended by the Amendment.



     This Reaffirmation of Obligations shall be construed in accordance with and be governed by the
law (without giving effect to the conflict of law principles thereof) of the State of Georgia.



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     IN WITNESS WHEREOF, each of the undersigned have duly executed and delivered this
Reaffirmation of Obligations as of November 2, 2007.



	 	 	 	 	 	 	 	 	 
	 	 	POST PROPERTIES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	/s/ Christopher J. Papa 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Christopher J. Papa 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Executive Vice President and
Chief Financial Officer 	 	 
	 

	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 
	 	 	POST GP HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	/s/ Christopher J. Papa 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Christopher J. Papa 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Executive Vice President  and
Chief Financial Officer 	 	 
	 

	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 
	 	 	POST LP HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	/s/ Christopher J. Papa 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Christopher J. Papa 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Executive Vice President  and
Chief Financial Officer 	 	 
	 

	 	 	 	 	 	 	 	 





 









 






EXHIBIT B




Lender Commitments




	 	 	 	 	 
	Lender	 	Commitment	 
	Wachovia Bank, National Association
	 	$	65,000,000	 
	JPMorgan Chase Bank, N.A.
	 	 	65,000,000	 
	Sumitomo Mitsui Banking Corporation
	 	 	55,000,000	 
	SunTrust Bank
	 	 	50,000,000	 
	Wells Fargo Bank, National Association
	 	 	50,000,000	 
	PNC Bank, National Association
	 	 	50,000,000	 
	Regions Bank
	 	 	55,000,000	 
	US Bank, National Association
	 	 	40,000,000	 
	Deutsche Bank Trust Company Americas
	 	 	25,000,000	 
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	 	 	25,000,000	 
	MidFirst Bank, a federally chartered savings association
	 	 	25,000,000	 
	The Governor and Company of the Bank of Ireland
	 	 	20,000,000	 
	Comerica Bank
	 	 	20,000,000	 
	The Northern Trust Company
	 	 	15,000,000	 
	First Commercial Bank, New York Agency
	 	 	15,000,000	 
	Chang Hwa Commercial Bank, Ltd., New York Branch
	 	 	10,000,000	 
	People’s United Bank
	 	 	15,000,000	 
	Total:
	 	$	600,000,000