S-4

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 2010

Registration Statement No. 333-      

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

RALCORP HOLDINGS, INC.

SUBSIDIARY GUARANTORS LISTED ON SCHEDULE A HERETO

(Exact name of registrant as specified in its charter)

Missouri	2040	43-1766315
(State or other jurisdiction of incorporation or organization)	(Primary standard industrial classification code number)	(I.R.S. employer identification number)

800 Market Street, Suite 2900
St. Louis, Missouri 63101
(314) 877-7000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Gregory A. Billhartz, Esq.
Corporate Vice President, General Counsel and Secretary
Ralcorp Holdings, Inc.
800 Market Street, Suite 2900
St. Louis, Missouri 63101
(314) 877-7000
(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
R. Randall Wang, Esq.
Bryan Cave LLP
211 N. Broadway
One Metropolitan Square, Suite 3600
St. Louis, Missouri 63102
Tel: (314) 259-2000
Fax: (314) 259-2020

Approximate date of commencement of proposed sale to the public:  As soon as practicable after this Registration Statement becomes effective.

If the only securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

CALCULATION OF REGISTRATION FEE

		Proposed maximum	Proposed maximum	Amount of
	Amount to be	offering price per	aggregate offering	registration
Title of each class of securities to be registered	registered	unit(1)	price(1)	fee
6.625% Notes due 2039	$300,000,000	100%	$300,000,000	$21,390.00
Guarantees of 6.625% Notes due 2039	$300,000,000	—	—	(2)

(1)	Estimated pursuant to Rule 457(f) solely for the purpose of calculating the registration fee.
(2)	Pursuant to Rule 457(n), no additional registration fee is payable with respect to the guarantees.

The registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SCHEDULE A*

		Primary
	State or Other	Standard		I.R.S.
	Jurisdiction of	Industrial		Employer
Exact Name of Each Registrant as	Incorporation or	Classification		Identification
Specified in its Respective Charter	Organization	Code Number		Number
Bloomfield Bakers, A California Limited Partnership	CA		2040		33-0495944
Bremner Food Group, Inc.	NV		2040		43-1668048
Community Shops, Inc.	IL		2040		36-2053598
Cottage Bakery, Inc.	CA		2040		94-2192936
Flavor House Products, Inc.	DE		2040		36-3142323
Harvest Manor Farms, LLC	DE		2040		36-3142323
Heritage Wafers, LLC	WI		2040		39-1269190
Lofthouse Bakery Products, Inc.	NV		2040		13-4273037
Lovin Oven, LLC	CA		2040		14-1844882
Medallion Foods, Inc.	AR		2040		71-0641740
Nutcracker Brands, Inc.	GA		2040		58-1686770
Parco Foods, L.L.C.	DE		2040		36-4052580
Post Foods, LLC	DE		2040		43-1766315
Ralcorp Frozen Bakery Products, Inc.	DE		2040		61-1337548
RH Financial Corporation	NV		2040		43-1790396
Ripon Foods, Inc.	WI		2040		39-0571140
Sugar Kake Cookie Inc.	DE		2040		91-1959957
The Bun Basket, Inc.	MI		2040		38-2368208
The Carriage House Companies, Inc.	DE		2040		13-2875580

*  Address, including zip code, and telephone number, including area code, of principal executive offices of each Subsidiary Guarantor listed in Schedule A are the same as those of Ralcorp Holdings, Inc., a Missouri corporation.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 5, 2010

Ralcorp Holdings, Inc.

Offer to Exchange

$300,000,000 6.625% Notes due 2039

for $300,000,000 6.625% Notes due 2039

that have been registered under the Securities Act of 1933

We are offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal (which together constitute the “exchange offer”), to exchange an aggregate principal amount of up to $300,000,000 of our new 6.625% Notes due 2039, and the guarantees thereof, which we refer to as the “exchange notes”, for a like amount of our outstanding 6.625% Notes due 2039, and the guarantees thereof, which we refer to as the “outstanding notes”, in a transaction registered under the Securities Act of 1933, as amended. The term “Notes” refers to, collectively, the outstanding notes and the exchange notes.

Terms of the exchange offer:

•     We will exchange all outstanding notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.

•     You may withdraw tenders of outstanding notes at any time prior to the expiration of the exchange offer.

•     We believe that the exchange of outstanding notes for exchange notes will not be a taxable event for U.S. federal income tax purposes.

•     The form and terms of the exchange notes are identical in all material respects to the form and terms of the outstanding notes, except that (i) the exchange notes are registered under the Securities Act, (ii) the transfer restrictions and registration rights applicable to the outstanding notes do not apply to the exchange notes, and (iii) the exchange notes will not contain provisions relating to liquidated damages relating to our registration obligations.

The exchange offer will expire at           , Eastern Standard Time, on          , 2010, unless we extend the offer. We will announce any extension by press release or other permitted means no later than 9:00 a.m. on the business day after the expiration of the exchange offer. You may withdraw any outstanding notes tendered until the expiration of the exchange offer.

The exchange notes will not be listed on the New York Stock Exchange or any other securities exchange.

For a discussion of factors you should consider in determining whether to tender your outstanding notes, see the information under “Risk Factors” beginning on page 11 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is          , 2010.

We have not authorized anyone to give any information or to make any representations concerning this exchange offer except that which is in this prospectus, or which is referred to under “Where You Can Find More Information.” If anyone gives or makes any other information or representation, you should not rely on it. This prospectus is not an offer to sell or a solicitation of an offer to buy securities in any circumstances in which the offer or solicitation is unlawful. You should not interpret the delivery of this prospectus, or any sale of securities, as an indication that there has been no change in our affairs since the date of this prospectus. You should also be aware that information in this prospectus may change after this date.

This prospectus incorporates by reference business and financial information about us that is not included in or delivered with this prospectus. This information is available without charge upon written or oral request directed to:

Ralcorp Holdings, Inc.
800 Market Street, Suite 2900
St. Louis, Missouri 63101
(314) 877-7000
Attention: Corporate Secretary

If you would like to request copies of these documents, please do so by          , 2010 (which is five business days before the scheduled expiration of the exchange offer) in order to receive them before the expiration of the exchange offer.

TABLE OF CONTENTS

Cautionary Statement on Forward-Looking Statements	ii
Prospectus Summary	1
Risk Factors	11
Use of Proceeds	19
Selected Historical Financial Data	20
The Exchange Offer	22
Description of the Exchange Notes	33
Material U.S. Federal Income and Estate Tax Consequences	49
Plan of Distribution	54
Legal Matters	55
Experts	55
Where You Can Find More Information	55
Certificate of Limited Partnership of Bloomfield Bakers, A California Limited Partnership
Amended and Restated Limited Partnership Agreement of Bloomfield Bakers, A California Limited Partnership
Articles of Incorporation of Bremner Food Group, Inc.
Bylaws of Bremner Food Group, Inc.
Articles of Incorporation of Community Shops, Inc.
Bylaws of Community Shops, Inc.
Articles of Incorporation of Cottage Bakery, Inc.
Bylaws of Cottage Bakery, Inc.
Articles of Incorporation of Flavor House Products, Inc.
Bylaws of Flavor House Products, Inc.
Certificate of Formation of Harvest Manor Farms, LLC
Limited Liability Company Agreement of Harvest Manor Farms, LLC
Articles of Organization of Heritage Wafers, LLC
Member's Agreement of Heritage Wafers, LLC
Articles of Incorporation Lofthouse Bakery Products, Inc.
Bylaws of Lofthouse Bakery Products, Inc.
Limited Liability Articles of Organization of Lovin Oven, LLC
Amended and Restated Operating Agreement of Lovin Oven, LLC
Articles of Medallion Foods, Inc.
Bylaws of Medallion Foods, Inc.
Articles of Incorporation of Nutcracker Brands, Inc.
Bylaws of Nutcracker Brands, Inc.
Certificate of Formation of Parco Foods, L.L.C.
Operating Agreement of Parco Foods, L.L.C.
Articles of Organization of Post Foods, LLC
Limited Liability Company Agreement of Post Foods, LLC
Articles of Incorporation of Ralcorp Frozen Bakery Products, Inc.
Bylaws of Ralcorp Frozen Bakery Products, Inc.
Articles of Incorporation of RH Financial Corporation
Bylaws of RH Financial Corporation
Articles of Incorporation of Ripon Foods, Inc.
Bylaws of Ripon Foods, Inc.
Articles of Incorporation of Sugar Kake Cookie Inc.
Bylaws of Sugar Kake Cookie Inc.
Articles of Incorporation of The Bun Basket, Inc.
Bylaws of The Bun Basket, Inc.
Articles of Incorporation The Carriage House Companies, Inc.
Bylaws of The Carriage House Companies, Inc.
Opinion of Bryan Cave LLP
Computation of ratio of earnings to fixed charges
Consent of PricewaterhouseCoopers LLP
Consent of PricewaterhouseCoopers LLP
Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the Trustee under the Senior Secured Indenture
Form of Letter of Transmittal
Form of Notice of Guaranteed Delivery
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
Form of Letter to Clients

i

CAUTIONARY STATEMENT ON
FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated in this prospectus contain forward-looking statements. These forward-looking statements are sometimes identified by the use of terms and phrases such as “believe,” “should,” “expect,” “project,” “estimate,” “anticipate,” “intend,” “plan,” “will,” “can,” “may,” or similar expressions elsewhere in this prospectus. Our results of operations and financial condition may differ materially from those in the forward-looking statements. Such statements are based on management’s current views and assumptions, and involve risks and uncertainties that could affect expected results. Those risks and uncertainties include but are not limited to the following:

•     Our ability to effectively manage the growth from acquisitions or continue to make acquisitions at the rate at which we have been acquiring in the past.

•     Significant increases in the costs of certain commodities, packaging or energy used to manufacture our products.

•     Allegations that our products cause injury or illness, product recalls and product liability claims and other litigation.

•     Our ability to continue to compete in our business segments and our ability to retain our market position.

•     Our ability to maintain a meaningful price gap between our products and those of our competitors, successfully introduce new products or successfully manage costs across all parts of the Company.

•     Our ability to successfully implement business strategies to reduce costs.

•     The loss of a significant customer.

•     Our ability to service our outstanding debt or obtain additional financing.

•     Disruptions in the U.S. and global capital and credit markets.

•     Fluctuations in the Canadian Dollar exchange rate.

•     The termination or expiration of current co-manufacturing agreements.

•     Consolidations among the retail grocery and foodservice industries.

•     Change in estimates in critical accounting judgments and changes to or new laws and regulations affecting our business.

•     Labor strikes or work stoppages by our employees.

•     Impairment in the carrying value of goodwill or other intangibles.

•     Changes in weather conditions, natural disasters and other events beyond our control.

These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements included in this prospectus. These risks and uncertainties, as well as other risks of which we are not aware or which we currently do not believe to be material, may cause our actual future results to be materially different than those expressed in our forward-looking statements. We do not undertake to update our forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

ii

PROSPECTUS SUMMARY

The following summary contains basic information about us and this offering. It is likely that this summary does not contain all of the information that is important to you. You should read the entire prospectus, including the risk factors and the financial statements and related notes included or incorporated by reference elsewhere herein, before making an investment decision. Unless otherwise indicated, the terms “Company,” “Ralcorp”, “us”, “we” and “our” refers solely to Ralcorp Holdings, Inc. and its subsidiaries.

Our Company

We are primarily engaged in manufacturing, distributing and marketing Post^® branded cereals and a wide variety of store brand (private label) food products in the grocery, mass merchandise, drug and foodservice channels. Our products include: ready-to-eat and hot cereal products; nutritional and cereal bars; store brand and branded crackers and cookies; foodservice, store brand and branded frozen griddle products (pancakes, waffles, French toast and custom griddle products) and biscuits; foodservice and store brand breads, rolls and muffins; store brand wet-filled products such as salad dressings, mayonnaise, peanut butter, syrups, jams and jellies, and specialty sauces; and store brand and value branded snack nuts, snack mixes, corn-based snacks and chocolate candy. A significant portion of our products are sold to customers within the United States.

Our strategy is to grow our businesses through increased sales of existing and new products and through the acquisition of other companies. Since 1997 we have acquired 21 companies. We typically pursue companies that manufacture predominantly store brand or value oriented food products.

In August 2008, we acquired the Post^® brand of ready-to-eat cereals (“Post Foods”) from Kraft Foods Inc. Post Foods manufactures and markets ready-to-eat cereals under several brand names, including the third highest revenue brand of ready-to-eat cereal, Honey Bunches of Oats^®. We are now focused on both store brand and branded food products.

Our Businesses

We develop, manufacture, and market emulations of various types of branded food products that retailers, mass merchandisers and drug stores sell under their own “store” brands or under value brands. We attempt to manufacture products that are equivalent in quality to branded products. In the event branded producers modify their existing products or successfully introduce new products, we may attempt to emulate the modified or new products. In conjunction with our customers, we develop packaging and graphics that rival the national brands. Our goal is that the only difference consumers perceive when purchasing our store brand products is a notable cost savings when compared to branded counterparts.

We also develop and manufacture Post^® brand ready-to-eat cereals. Post Foods is the third largest seller of ready-to-eat cereals in the United States. The Post Foods business primarily markets its cereal products under the Post brand and sells to the grocery, mass merchant, club, supercenter, foodservice channels and drugstore trade.

During fiscal year 2009, our businesses were comprised of four reportable business segments: Cereals, Frozen Bakery Products, Snacks, and Sauces & Spreads. Beginning in fiscal 2010, the Snacks and Sauces & Spreads businesses were combined and are now reported as one segment.

The Cereals business is comprised of store brand ready-to-eat and hot cereals, nutritional and cereal bars and natural and organic specialty cookies, crackers, and cereals as well as Post^® brand ready-to-eat cereals.

1

Our Frozen Bakery Products business develops, manufactures and markets signature frozen value-added bakery products for the foodservice, in-store bakery, retail and mass merchandising channels. Our frozen products typically are not emulations of branded products. Instead, they are designed to have unique tastes or characteristics that customers desire. The Frozen Bakery Products business includes frozen griddle products such as pancakes, waffles and French toast, frozen bread products such as breads, rolls and biscuits; dessert products such as frozen cookies and frozen cookie dough, muffins, and Danishes; and dry mixes for bakery foods.

Our Snacks, Sauces & Spreads business is comprised of store brand cookies, crackers, snack nuts, candy, chips, dressings, syrups, peanut butter, jellies, salsas, sauces and non-alcoholic drink mixes.

Ralcorp Holdings, Inc. is a Missouri corporation incorporated on October 23, 1996. Our principal executive offices are located at 800 Market Street, Suite 2600, St. Louis, Missouri 63101, and our telephone number is (314) 877-7000. Our website address is www.ralcorp.com. Information contained on our website does not constitute a part of this prospectus.

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THE EXCHANGE OFFER

On August 14, 2009, we issued $300,000,000 aggregate principal amount of 6.625% Notes due 2039, the outstanding notes to which the exchange offer applies, to a group of initial purchasers in reliance on exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable securities laws. In connection with the sale of the outstanding notes to the initial purchasers, we entered into a registration rights agreement pursuant to which we agreed, among other things, to deliver this prospectus to you, to commence this exchange offer and to use our commercially reasonable efforts to complete the exchange offer not later than 60 days after the registration statement is declared effective. The summary below describes the principal terms and conditions of the exchange offer. Some of the terms and conditions described below are subject to important limitations and exceptions. See “The Exchange Offer” for a more detailed description of the terms and conditions of the exchange offer and “Description of the Exchange Notes” for a more detailed description of the terms of the exchange notes.

The Exchange Offer	We are offering to exchange up to $300,000,000 aggregate principal amount of our new 6.625% Notes due 2039, which have been registered under the Securities Act, in exchange for your outstanding notes. The form and terms of these exchange notes are identical in all material respects to the outstanding notes. The exchange notes, however, will not contain transfer restrictions and registration rights applicable to the outstanding notes.
	To exchange your outstanding notes, you must properly tender them, and we must accept them. We will accept and exchange all outstanding notes that you validly tender and do not validly withdraw. We will issue registered exchange notes promptly after the expiration of the exchange offer.
Resale of Exchange Notes	Based on interpretations by the staff of the SEC as detailed in a series of no-action letters issued to third parties, we believe that, as long as you are not a broker-dealer, the exchange notes offered in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act as long as:
	•    you are acquiring the exchange notes in the ordinary course of your business;
	•    you are not participating, do not intend to participate in and have no arrangement or understanding with any person to participate in a “distribution” of the exchange notes; and
	•    you are not an “affiliate” of ours within the meaning of Rule 405 of the Securities Act.
	If any of these conditions is not satisfied and you transfer any exchange notes issued to you in the exchange offer without delivering a proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act. Moreover, our belief that transfers of exchange notes would be permitted without registration or prospectus delivery under the conditions described above is based on SEC interpretations given to other, unrelated issuers in similar exchange offers. We cannot assure you that the SEC would

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	make a similar interpretation with respect to our exchange offer. We will not be responsible for or indemnify you against any liability you may incur under the Securities Act.
	Any broker-dealer that acquires exchange notes for its own account in exchange for outstanding notes must represent that the outstanding notes to be exchanged for the exchange notes were acquired by it as a result of market-making activities or other trading activities and acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any offer to resell, resale or other retransfer of the exchange notes. However, by so acknowledging and by delivering a prospectus, such participating broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. During the period ending 180 days after the consummation of the exchange offer, subject to extension in limited circumstances, a participating broker-dealer may use this prospectus for an offer to sell, a resale or other retransfer of exchange notes received in exchange for outstanding notes which it acquired through market-making activities or other trading activities.
Expiration Date	The exchange offer will expire at          , Eastern Standard Time, on          , 2010, unless we extend the expiration date.
Accrued Interest on the Exchange Notes and the Outstanding Notes	The exchange notes will bear interest from the most recent date to which interest has been paid on the outstanding notes. If your outstanding notes are accepted for exchange, then you will receive interest on the exchange notes and not on the outstanding notes. Any outstanding notes not tendered will remain outstanding and continue to accrue interest according to their terms.
Conditions	The exchange offer is subject to customary conditions. We may assert or waive these conditions in our sole discretion. If we materially change the terms of the exchange offer, we will re-solicit tenders of the outstanding notes. See “The Exchange Offer—Conditions to the Exchange Offer” for more information regarding conditions to the exchange offer.
Procedures for Tendering Outstanding Notes	Each holder of outstanding notes that wishes to tender their outstanding notes must either:
	•    complete, sign and date the accompanying letter of transmittal or a facsimile copy of the letter of transmittal, have the signatures on the letter of transmittal guaranteed, if required, and deliver the letter of transmittal, together with any other required documents (including the outstanding notes), to the exchange agent; or
	•    if outstanding notes are tendered pursuant to book-entry procedures, the tendering holder must deliver a completed and duly executed letter of transmittal or arrange with Depository Trust Company, or DTC, to cause an agent’s message to be transmitted with the

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	required information (including a book-entry confirmation) to the exchange agent; or
	•    comply with the procedures set forth below under “—Guaranteed Delivery Procedures.”
	Holders of outstanding notes that tender outstanding notes in the exchange offer must represent that the following are true:
	•    the holder is acquiring the exchange notes in the ordinary course of its business;
	•    the holder is not participating in, does not intend to participate in, and has no arrangement or understanding with any person to participate in a “distribution” of the exchange notes; and
	•    the holder is not an “affiliate” of us within the meaning of Rule 405 of the Securities Act.
	Do not send letters of transmittal, certificates representing outstanding notes or other documents to us or DTC. Send these documents only to the exchange agent at the appropriate address given in this prospectus and in the letter of transmittal. We could reject your tender of outstanding notes if you tender them in a manner that does not comply with the instructions provided in this prospectus and the accompanying letter of transmittal. See “Risk Factors—There are significant consequences if you fail to exchange your outstanding notes” for further information.
Special Procedures for Tenders by Beneficial Owners of Outstanding Notes	If:
	•    you beneficially own outstanding notes;
	•    those notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee; and
	•    you wish to tender your outstanding notes in the exchange offer,
	please contact the registered holder as soon as possible and instruct it to tender on your behalf and comply with the instructions set forth in this prospectus and the letter of transmittal.
Guaranteed Delivery Procedures	If you hold outstanding notes in certificated form or if you own outstanding notes in the form of a book-entry interest in a global note deposited with the trustee, as custodian for DTC, and you wish to tender those outstanding notes but:
	•    your outstanding notes are not immediately available;
	•    time will not permit you to deliver the required documents to the exchange agent by the expiration date; or
	•    you cannot complete the procedure for book-entry transfer on time,

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	you may tender your outstanding notes pursuant to the procedures described in “The Exchange Offer—Procedures for Tendering Outstanding Notes—Guaranteed Delivery.”
Withdrawal Rights	You may withdraw your tender of outstanding notes under the exchange offer at any time before the exchange offer expires. Any withdrawal must be in accordance with the procedures described in “The Exchange Offer—Withdrawal Rights.”
Effect on Holders of Outstanding Notes	As a result of making this exchange offer, and upon acceptance for exchange of all validly tendered outstanding notes, we will have fulfilled our obligations under the registration rights agreement. Accordingly, there will be no liquidated or other damages payable under the registration rights agreement if outstanding notes were eligible for exchange, but not exchanged, in the exchange offer.
	If you do not tender your outstanding notes or we reject your tender, your outstanding notes will remain outstanding and will be entitled to the benefits of the indenture governing the notes. Under such circumstances, you would not be entitled to any further registration rights under the registration rights agreement, except under limited circumstances. Existing transfer restrictions would continue to apply to the outstanding notes.
	Any trading market for the outstanding notes could be adversely affected if some but not all of the outstanding notes are tendered and accepted in the exchange offer.
Accounting Treatment	The exchange notes will be recorded at the same carrying value as the old notes, as reflected in our accounting records on the date of exchange. Accordingly, we will recognize no gain or loss for accounting purposes upon the closing of the exchange offer. The expenses of the exchange offer will be expensed as incurred.
Material U.S. Federal Income and Estate Tax Consequences	Your exchange of outstanding notes for exchange notes should not be treated as a taxable event for U.S. federal income tax purposes. See “Material U.S. Federal Income and Estate Tax Consequences.”
Use of Proceeds	We will not receive any proceeds from the exchange offer or the issuance of the exchange notes. The net proceeds from the issuance of the outstanding notes were used to repay in-full outstanding indebtedness under our term loan and floating rate Series G and Series H notes in the aggregate amount of approximately $290 million, with any remaining net proceeds used for general corporate purposes.
Exchange Agent	Deutsche Bank Trust Company Americas is serving as the exchange agent in connection with the exchange offer. The address, telephone number and facsimile number of the exchange agent is set forth under “The Exchange Offer—Exchange Agent.”

6

SUMMARY OF TERMS OF EXCHANGE NOTES

The form and terms of the exchange notes will be identical in all material respects to the form and terms of the outstanding notes, except that the exchange notes:

•     will have been registered under the Securities Act;

•     will not bear restrictive legends restricting their transfer under the Securities Act;

•     will not be entitled to the registration rights that apply to the outstanding notes; and

•     will not contain provisions relating to an increase in the interest rate borne by the outstanding notes under circumstances related to the timing of the exchange offer.

The exchange notes represent the same debt as the outstanding notes and are governed by the same indenture, which is governed by New York law. A brief description of the material terms of the exchange notes follows:

Issuer	Ralcorp Holdings, Inc.
Notes Offered	$300,000,000 aggregate principal amount of 6.625% Notes due 2039.
Maturity Date	August 15, 2039.
Interest Payment Dates	February 15 and August 15, beginning February 15, 2010.
Ranking	The Notes will constitute unsubordinated indebtedness and will rank equally with all our other unsubordinated indebtedness from time to time outstanding.
Subsidiary Guarantors	All existing and future subsidiaries of Ralcorp that are guarantors of Ralcorp’s credit agreements or other indebtedness for borrowed money will unconditionally guarantee payment of the Notes for so long as they remain guarantors under such other indebtedness.
Stock Pledge	The Notes will be secured by a pledge of 65% of the capital stock of certain of our material foreign subsidiaries on an equal and ratable basis with our credit facilities and other outstanding notes to the extent that our credit facilities remain so secured.
Optional Redemption	The Notes may be redeemed, at our option, at any time in whole or from time to time in part at the redemption prices described in this prospectus. See “Description of the Exchange Notes—Optional Redemption.”
Change of Control	If we experience a “Change of Control Triggering Event,” we will be required to offer to purchase all or a portion of each holder’s Notes at a purchase price equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any (including additional interest, if any), to the date of purchase. See “Description of the Exchange Notes—Offer to Redeem Upon Change of Control Triggering Event.”
Certain Covenants	The Notes will include limits on our ability to incur secured debt, enter into sale and lease-back transactions and consolidate, merge or transfer substantially all our assets to another entity.

7

Book-Entry Issuance, Settlement and Clearance	We will issue the Notes in fully registered form in denominations of $2,000 and higher integral multiples of $1,000. The Notes will be represented by one or more global securities registered in the name of a nominee of The Depository Trust Company, referred to as DTC. You will hold beneficial interests in the Notes through DTC and its direct and indirect participants, and DTC and its direct and indirect participants will record your beneficial interest on their books. We will not issue certificated Notes except in limited circumstances. Settlement of the Notes will occur through DTC in same day funds. For information on DTC’s book-entry system, see “Description of the Exchange Notes—Global Notes.”
Absence of an Established Public Market for the Exchange Notes	We do not intend to apply for a listing of the exchange notes on any securities exchange. Accordingly, we cannot assure you that a liquid market for the exchange notes will develop or be maintained.
Risk Factors	See “Risk Factors” and the other information in this prospectus for a discussion of factors you should carefully consider before deciding to participate in the exchange offer.

8

SUMMARY FINANCIAL DATA

The following summary consolidated financial data should be read in connection with the consolidated financial statements incorporated by reference in this prospectus, including our Current Report on Form 8-K filed on February 5, 2010, our Quarterly Report on Form 10-Q filed on February 4, 2010 and our Annual Report on Form 10-K for the fiscal year ended September 30, 2009, including the related notes to financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein, which are incorporated by reference elsewhere in this prospectus.

	Three Months Ended
	December 31,						Year Ended September 30,
(In millions except per share data)	2009			2008			2009			2008			2007			2006			2005
Statement of Earnings Data
Net sales (a)	$	991.9		$	968.2		$	3,891.9		$	2,824.4		$	2,233.4		$	1,850.2		$	1,675.1
Cost of products sold		(719.1	)		(721.9	)		(2,834.1	)		(2,318.1	)		(1,819.2	)		(1,497.2	)		(1,339.1	)
Gross profit		272.8			246.3			1,057.8			506.3			414.2			353.0			336.0
Selling, general and administrative expenses		(140.0	)		(147.4	)		(609.0	)		(328.4	)		(252.8	)		(226.4	)		(215.1	)
Interest expense, net		(26.5	)		(26.3	)		(99.0	)		(54.6	)		(42.3	)		(28.1	)		(16.5	)
Gain (loss) on forward sale contracts (b)		—			22.5			17.6			111.8			(87.7	)		(9.8	)		—
Gain on sale of securities (c)		—			15.8			70.6			7.1			—			2.6			—
Restructuring charges (d)		(.7	)		(.1	)		(.5	)		(1.7	)		(.9	)		(.1	)		(2.7	)
Litigation settlement income (e)		—			—			—			—			—			—			1.8
Earnings before income taxes and equity earnings		105.6			110.8			437.5			240.5			30.5			91.2			103.5
Income taxes		(38.4	)		(41.2	)		(156.9	)		(86.7	)		(7.5	)		(29.9	)		(36.6	)
Equity in earnings of Vail Resorts, Inc., net of related deferred income taxes (f)		—			(4.1	)		9.8			14.0			8.9			7.0			4.5
Net earnings	$	67.2		$	65.5		$	290.4		$	167.8		$	31.9		$	68.3		$	71.4
Earnings per share:
Basic	$	1.20		$	1.17		$	5.16		$	5.51		$	1.20		$	2.46		$	2.41
Diluted	$	1.19		$	1.15		$	5.09		$	5.38		$	1.17		$	2.41		$	2.34
Weighted average shares outstanding:
Basic		55.9			56.0			56.2			30.3			26.4			27.7			29.6
Diluted		56.6			56.9			57.0			31.1			27.1			28.2			30.4
Balance Sheet Data
Cash and cash equivalents	$	151.8					$	282.8		$	14.1		$	9.9		$	19.1		$	6.2
Working capital (excl. cash and cash equivalents)		212.9						192.4			241.8			165.3			170.3			92.4
Total assets		5,260.5						5,452.2			5,343.9			1,853.1			1,507.5			1,269.5
Long-term debt		1,521.7						1,611.4			1,668.8			763.6			552.6			422.0
Other long-term liabilities		651.4						656.2			871.7			382.6			281.5			157.8
Shareholders’ equity		2,675.8						2,705.6			2,411.5			483.4			476.4			518.3
Other Data
Cash provided (used) by:
Operating activities	$	120.9		$	121.8		$	326.7		$	132.8		$	217.6		$	55.2		$	161.0
Investing activities		(20.2	)		(10.6	)		(90.2	)		(71.0	)		(387.5	)		(164.6	)		(156.3	)
Financing activities		(232.1	)		(105.6	)		29.9			(56.8	)		160.0			122.3			(22.2	)
Depreciation and amortization		38.4			37.3			144.7			99.5			82.4			66.8			55.8
Dividends declared per share		—			—			—			—			—			—			—

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(a)	In March 2009, Ralcorp acquired Harvest Manor Farms, Inc. In August 2008, Ralcorp acquired Post Foods. In 2007, Ralcorp acquired Cottage Bakery Inc., Bloomfield Bakers, and Pastries Plus of Utah, Inc. In 2006, Ralcorp acquired Western Waffles Ltd. and Parco Foods L.L.C. In 2005, Ralcorp acquired Medallion Foods, Inc. For more information about the 2009, 2008, and 2007 acquisitions, see Note 2 to the financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2009, incorporated by reference herein.
(b)	For information about the gain/loss on forward sale contracts, see Note 4 to the financial statements included in our Quarterly Report on Form 10-Q for the quarter ended December 31, 2009, and Note 6 to the financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2009, each of which is incorporated by reference herein.
(c)	During fiscal 2009, Ralcorp sold 7,085,706 of its shares of Vail Resorts for a total of $211.9. The shares had a carrying value of $141.3, resulting in a $70.6 gain. During August and September 2008, Ralcorp sold 368,700 of Vail shares for a total of $13.7. The shares had a carrying value of $6.6, resulting in a $7.1 gain. In March 2006, Ralcorp sold 100,000 of its Vail shares for a total of $3.8. The shares had a carrying value of $1.2, resulting in a $2.6 gain.
(d)	For information about the restructuring charges in the three months ended December 31, 2009, see Note 5 to the financial statements included in our Quarterly Report on Form 10-Q for the period ended December 31, 2009, incorporated by reference herein. For information about the 2009, 2008, and 2007 restructuring charges, see Note 3 to the financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2009, incorporated by reference herein. In 2005, charges were due to the closing of the City of Industry and Kansas City, KS plants, and the relocation of in-store bakery products.
(e)	Ralcorp received payments in settlement of legal claims, primarily related to antitrust litigation, which are shown net of related expenses.
(f)	Ralcorp ceased equity method accounting for our investment in Vail Resorts in June 2009 and completely liquidated this investment by the end of fiscal 2009.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of earnings to fixed charges for the periods indicated:

	Three Months Ended		Twelve Months Ended
	December 31,		September 30,
	2009		2009		2008		2007		2006		2005
Ratio of earnings to fixed charges		5.0		5.1		5.0		1.6		3.7		5.9

Earnings consist principally of income from continuing operations before income taxes, plus fixed charges. Fixed charges include interest expense, capitalized interest and implied interest included in operating leases.

As of the date of this prospectus, we have no preferred stock outstanding.

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RISK FACTORS

You should carefully consider the risks described under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2009 and in the other documents incorporated by reference into this prospectus (which risk factors are incorporated by reference herein), as well as the other information contained or incorporated by reference in this prospectus, before participating in this exchange offer. Additional risks and uncertainties not currently known or that are currently deemed to be immaterial may also materially and adversely affect Ralcorp’s business operations and financial condition or the market for the Notes.

Risks Relating to the Exchange Offer

There are significant consequences if you fail to exchange your outstanding notes.

We did not register the outstanding notes under the Securities Act or any state securities laws, nor do we intend to do so after the exchange offer. As a result, the outstanding notes may only be transferred in limited circumstances under the securities laws. If you do not exchange your outstanding notes in the exchange offer, you will lose your right to have the outstanding notes registered under the Securities Act, subject to certain limitations. If you continue to hold outstanding notes after the exchange offer, you may be unable to sell the outstanding notes. Outstanding notes that are not tendered or are tendered but not accepted will, following the exchange offer, continue to be subject to existing restrictions.

You cannot be sure that an active trading market for the exchange notes will develop.

We do not intend to apply for a listing of the exchange notes on any securities exchange. We do not know if an active public market for the exchange notes will develop or, if developed, will continue. If an active public market does not develop or is not maintained, the market price and liquidity of the exchange notes may be adversely affected. We cannot make any assurances regarding the liquidity of the market for the exchange notes, the ability of holders to sell their exchange notes or the price at which holders may sell their exchange notes. In addition, the liquidity and the market price of the exchange notes may be adversely affected by changes in the overall market for securities similar to the exchange notes, by changes in our financial performance or prospects and by changes in conditions in our industry.

You must follow the appropriate procedures to tender your outstanding notes or they will not be exchanged.

The exchange notes will be issued in exchange for the outstanding notes only after timely receipt by the exchange agent of the outstanding notes or a book-entry confirmation related thereto, a properly completed and executed letter of transmittal or an agent’s message and all other required documentation. If you want to tender your outstanding notes in exchange for exchange notes, you should allow sufficient time to ensure timely delivery. Neither we nor the exchange agent are under any duty to give you notification of defects or irregularities with respect to tenders of outstanding notes for exchange. Outstanding notes that are not tendered or are tendered but not accepted will, following the exchange offer, continue to be subject to the existing transfer restrictions. In addition, if you tender the outstanding notes in the exchange offer to participate in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. For additional information, please refer to the sections entitled “The Exchange Offer” and “Plan of Distribution” later in this prospectus.

The consummation of the exchange offer may not occur.

We are not obligated to complete the exchange offer under certain circumstances. See “The Exchange Offer—Conditions to the Exchange Offer.” Even if the exchange offer is completed, it

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may not be completed on the schedule described in this prospectus. Accordingly, holders participating in the exchange offer may have to wait longer than expected to receive their exchange notes.

You may be required to deliver prospectuses and comply with other requirements in connection with any resale of the exchange notes.

In addition, if you tender your outstanding notes for the purpose of participating in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. In addition, if you are a broker-dealer that receives exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of those exchange notes.

Risks Related to Our Business

We may not be able to effectively manage the growth from acquisitions or continue to make acquisitions at the rate at which we have been acquiring in the past.

We have experienced significant growth in sales and operating profits through the acquisition of other companies. However, acquisition opportunities may not always present themselves. In such cases, our sales and operating profit may not continue to grow from period to period at the same rate as it has in the past.

The success of our acquisitions will depend on many factors, such as our ability to identify potential acquisition candidates, negotiate satisfactory purchase terms, obtain loans at satisfactory rates to fund acquisitions and successfully integrate and manage the growth from acquisitions. Integrating the operations, financial reporting, disparate technologies and personnel of newly acquired companies involve risks. We cannot guarantee that we will be successful or cost-effective in integrating any new businesses into our existing businesses. In fact, the process of integrating newly acquired businesses may cause interruption or slow down the operations of our existing businesses. As a result, we may not be able to realize expected synergies or other anticipated benefits of acquisitions.

Commodity price volatility and higher energy costs could negatively impact profits.

The primary commodities used by our businesses include sugar, oats, wheat, soybean oil, corn sweeteners, peanuts, almonds and other tree nuts, glass containers, caps and plastic packaging. In addition, many of our manufacturing operations use large quantities of natural gas and electricity. We may experience shortages in commodity items as a result of commodity market fluctuations, availability, increased demand, weather conditions, and natural disasters as well as other factors outside of our control. Higher prices for natural gas, electricity and fuel may increase our production and delivery costs. Changes in the prices charged for our products may lag behind changes in our energy and commodities costs. Accordingly, competitive pressures may limit our ability to maintain existing margins and have a material adverse effect on our operating profits.

We generally use commodity futures and options to reduce the price volatility associated with anticipated commodity purchases. Additionally, we have a hedging program for heating oil relating to diesel fuel prices, natural gas, and corrugated paper products. The extent of our hedges at any given time depends upon our assessment of the markets for these commodities, including our assumptions for future prices. For example, if we believe that market prices for the commodities we use are unusually high, we may choose to hedge less, or possibly not hedge any, of our future requirements. If we fail to hedge and prices subsequently increase, or if we institute a hedge and prices subsequently decrease, our costs may be greater than anticipated or greater than our competitors’ costs and our financial results could be adversely affected.

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Product liability or recalls could result in significant and unexpected costs.

We may need to recall some or all of our products or the products we co-manufacture for third parties if they become adulterated, mislabeled or misbranded. This could result in destruction of product inventory, negative publicity, temporary plant closings, and substantial costs of compliance or remediation. Should consumption of any product cause injury, we may be liable for monetary damages as a result of a judgment against us. Any of these events, including a significant product liability judgment against us could result in a loss of confidence in our food products. This could have an adverse affect on our financial condition, results of operations or cash flows.

We compete in mature categories with strong competition.

We compete in mature segments with competitors that have a large percentage of segment sales. Our private label and branded products both face strong competition from branded competitors for shelf space and sales. Competitive pressures could cause us to lose market share, which may require us to lower prices, increase marketing expenditures or increase the use of discounting or promotional programs, each of which would adversely affect our margins and could result in a decrease in our operating results and profitability.

Some of our competitors have substantial financial, marketing and other resources, and competition with them in our various markets and product lines could cause us to reduce prices, increase marketing, or lose category share, any of which would have a material adverse effect on our business and financial results. This high level of competition by branded competitors could result in a decrease in our sales volumes. In addition, increased trade spending or advertising or reduced prices on our competitors’ cereal products may require us to do the same for our cereal products which could impact our margins and volumes on our branded cereal products. If we did not do the same, our revenues and market share could be adversely affected.

Our inability to successfully manage the price gap between our private label products and those of our branded competitors may adversely affect our results of operation.

Competitors’ branded products have an advantage over our private label products primarily due to advertising and name recognition. When branded competitors focus on price and promotion, the environment for private label products becomes more challenging because the price gaps between private label and branded products can become less meaningful.

At the retail level, private label products sell at a discount to those of branded competitors. If branded competitors continue to reduce the price of their products, the price of branded products offered to consumers may approximate or be lower than the prices of our private label products. Further, promotional activities by branded competitors such as temporary price rollbacks, buy-one-get-one-free offerings and coupons have the effect of price decreases. Price decreases taken by competitors could result in a decline in our sales volumes.

Significant private label competitive activity can lead to price declines.

Some customer buying decisions are based on a periodic bidding process in which the successful bidder is assured the selling of its selected product to the food retailer, super center or mass merchandiser until the next bidding process. Our sales volume may decrease significantly if our offer is too high and we lose the ability to sell products through these channels, even temporarily. Alternatively, we risk reducing our margins if our offer is successful but below our desired price points. Either of these outcomes may adversely affect our results of operations.

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Unsuccessful implementation of business strategies to reduce costs may adversely affect our results of operations.

Many of our costs, such as raw materials, energy and freight are outside our control. Therefore, we must seek to reduce costs in other areas, such as operating efficiency. If we are not able to complete projects which are designed to reduce costs and increase operating efficiency on time or within budget, our operating profits may be adversely impacted. In addition, if the cost saving initiatives we have implemented or any future cost savings initiatives do not generate the expected cost savings and synergies, our results of operations may be adversely affected.

Our ability to raise prices for our products may be adversely affected by a number of factors, including but not limited to industry supply, market demand, and promotional activity by competitors. If we are unable to increase prices for our products as may be necessary to cover cost increases, our results of operations could be adversely affected. In addition, price increases typically generate lower volumes as customers then purchase fewer units. If these losses are greater than expected or if we lose distribution as a result of a price increase, our results of operations could be adversely affected.

Loss of a significant customer may adversely affect our results of operations.

A limited number of customer accounts represent a large percentage of our consolidated net sales. The success of our business depends, in part, on our ability to maintain our level of sales and product distribution through high volume food retailers, super centers and mass merchandisers. The competition to supply products to these high volume stores is intense. These high volume stores and mass merchandisers frequently re-evaluate the products they carry; if a major customer elected to stop carrying one of our products, our sales may be adversely affected.

We may be unable to anticipate changes in consumer preferences and trends, which could result in decreased demand for our products.

Our success depends in part on our ability to anticipate the tastes and eating habits of consumers and to offer products that appeal to their preferences. Consumer preferences change from time to time and can be affected by a number of different and unexpected trends. Our failure to anticipate, identify or react quickly to these changes and trends, and to introduce new and improved products on a timely basis, could result in reduced demand for our products, which would in turn cause our revenues and profitability to suffer. Similarly, demand for our products could be affected by consumer concerns regarding the health effects of nutrients or ingredients such as trans fats, sugar, processed wheat or other product attributes.

We have a substantial amount of indebtedness which could limit financing and other options.

As of December 31, 2009, we had long-term debt (including current maturities) of approximately $1,567.3 million. The agreements under which we have issued indebtedness do not prevent us from incurring additional unsecured indebtedness in the future but our ability to comply with the financial covenants and restrictions may be affected by events beyond our control, including prevailing economic, financial and industry conditions. Our level of indebtedness may limit our:

•     ability to obtain additional financing for working capital, capital expenditures, to fund growth or general corporate purposes, particularly if the ratings assigned to our debt securities by rating organizations were revised downward; and

•     flexibility to adjust to changing business and market conditions and may make us more vulnerable to a downward turn in general economic conditions.

Our ability to meet expenses and debt service obligations will depend on the factors described above, as well as our future performance, which will be affected by financial, business, economic and other factors, including potential changes in consumer preferences, the success of product and

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marketing innovation and pressure from competitors. If we do not generate enough cash to pay our debt service obligations, we may be required to refinance all or part of our existing debt, sell our assets, borrow more money or raise equity. An event of default under our debt agreements would permit some of our lenders to declare all amounts borrowed from them to be due and payable, together with accrued and unpaid interest and may also impair our ability to obtain additional or alternative financing. There is no assurance that we will be able to, at any given time, refinance our debt, sell our assets, borrow more money or raise equity on terms acceptable to us or at all.

Global capital and credit market issues could negatively affect our liquidity, increase our costs of borrowing, and disrupt the operations of our suppliers and customers.

U.S. and global credit markets have recently experienced significant dislocations and liquidity disruptions which have caused the spreads on prospective debt financings to widen considerably. These circumstances materially impacted liquidity in the debt markets, making financing terms for borrowers less attractive, and in certain cases have resulted in the unavailability of certain types of debt financing. Events affecting the credit markets have also had an adverse effect on other financial markets in the U.S., which may make it more difficult or costly for us to raise capital through the issuance of common stock or other equity securities or refinance our existing debt, sell our assets or borrow more money if necessary. Our business could also be negatively impacted if our suppliers or customers experience disruptions resulting from tighter capital and credit markets or a slowdown in the general economy. Any of these risks could impair our ability to fund our operations or limit our ability to expand our business or increase our interest expense, which could have a material adverse effect on our financial results.

Changing currency exchange rates may adversely affect earnings and financial position.

We have operations and assets in Canada. Our consolidated financial statements are presented in U.S. dollars; therefore, we must translate our Canadian assets, liabilities, revenue and expenses into U.S. dollars at applicable exchange rates. Consequently, fluctuations in the value of the Canadian dollar may negatively affect the value of these items in our consolidated financial statements. To the extent we fail to manage our foreign currency exposure adequately, we may suffer losses in value of our net foreign currency investment and our consolidated results of operations and financial position may be negatively affected.

The termination or expiration of current co-manufacturing arrangements could reduce our sales volume and adversely affect our results of operations.

Our businesses periodically enter into co-manufacturing arrangements with manufacturers of branded products. Terms of these agreements vary but are generally for relatively short periods of time (less than two years). Volumes produced under each of these agreements can fluctuate significantly based upon the product’s life cycle, product promotions, alternative production capacity and other factors, none of which are under our direct control. Our future ability to enter into co-manufacturing arrangements is not guaranteed, and a decrease in current co-manufacturing levels could have a significant negative impact on sales volume.

Consolidation among the retail grocery and foodservice industries may hurt profit margins.

Over the past several years, the retail grocery and foodservice industries have undergone significant consolidations and mass merchandisers are gaining market share. As this trend continues and such customers grow larger, they may seek lower pricing or increased promotional pricing from suppliers since they represent more volume. As a result, our profit margins as a grocery and foodservice supplier may be negatively impacted. In the event of consolidation if the surviving entity is not a customer, we may lose key business once held with the acquired retailer.

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New laws or regulations or changes in existing laws or regulations could adversely affect our business.

The food industry is subject to a variety of federal, state, local and foreign laws and regulations, including those related to food safety, food labeling and environmental matters. Governmental regulations also affect taxes and levies, healthcare costs, energy usage, international trade, immigration and other labor issues, all of which may have a direct or indirect effect on our business or those of our customers or suppliers. Changes in these laws or regulations or the introduction of new laws or regulations could increase the costs of doing business for us or our customers or suppliers or restrict our actions, causing our results of operations to be adversely affected.

Labor strikes or work stoppages by our employees could harm our business.

Currently, a significant number of our full-time distribution, production and maintenance employees are covered by collective bargaining agreements. A dispute with a union or employees represented by a union could result in production interruptions caused by work stoppages. If a strike or work stoppage were to occur, our results of operations could be adversely affected.

The bankruptcy or insolvency of a significant customer could negatively impact profits.

Over the past few years we have seen an increasing number of customers file bankruptcy. As a result, the accounts receivable related to sales to these customers were not recovered. If our bad debt reserve is inadequate to cover the amounts owed by bankrupt customers, we may have to write off the amount of the receivable to the extent the receivable is greater than our bad debt reserve. In the event a bankrupt customer is not able to emerge from bankruptcy or we are not able to replace sales lost from such customer, our profits could be negatively impacted.

We may experience losses or be subject to increased funding and expenses to our qualified pension plan, which could negatively impact profits.

We maintain a qualified defined benefit plan. Although we have frozen benefits under the plan for all administrative employees and many production employees, we remain obligated to ensure that the plan is funded in accordance with applicable regulations. The fair value of pension plan assets (determined pursuant to ASC Topic 715 guidelines) was approximately $50 million below the total benefit obligation of the plan as of September 30, 2009. In the event the stock market deteriorates, the funds in which we have invested do not perform according to expectations, or the valuation of the projected benefit obligation increases due to changes in interest rates or other factors, we may be required to make significant cash contributions to the pension plan and recognize increased expense within our financial statements.

Impairment in the carrying value of goodwill or other intangibles could negatively impact our net worth.

The carrying value of goodwill represents the fair value of acquired businesses in excess of identifiable assets and liabilities as of the acquisition date. The carrying value of other intangibles represents the fair value of trademarks, trade names, and other acquired intangibles. Goodwill and other acquired intangibles expected to contribute indefinitely to our cash flows are not amortized, but must be evaluated by management at least annually for impairment. Impairments to goodwill may be caused by factors outside our control, such as the inability to quickly replace lost co-manufacturing business, increasing competitive pricing pressures, or the bankruptcy of a significant customer and could negatively impact our net worth.

16

Changes in weather conditions, natural disasters and other events beyond our control can adversely affect our results of operations.

Changes in weather conditions and natural disasters such as floods, droughts, frosts, earthquakes, hurricanes or pestilence, may affect the cost and supply of commodities and raw materials, including tree nuts, corn syrup, sugar and wheat. Additionally, these events can result in reduced supplies of raw materials and longer recoveries of usable raw materials. Competing manufacturers can be affected differently by weather conditions and natural disasters depending on the location of their suppliers and operations. Damage or disruption to our manufacturing or distribution capabilities due to weather, natural disaster, fire, terrorism, pandemic, strikes or other reasons could impair our ability to manufacture or sell our products. Failure to take adequate steps to reduce the likelihood or mitigate the potential impact of such events, or to effectively manage such events if they occur, particularly when a product is sourced from a single location, could adversely affect our business and results of operations, as well as require additional resources to restore our supply chain.

Risks Related to the Notes

Our substantial long-term indebtedness, which was approximately $1,567.3 million as of December 31, 2009, could adversely affect our operations and financial condition.

We have a significant amount of indebtedness. As of December 31, 2009, we had approximately $1,567.3 million of outstanding long-term indebtedness. Our indebtedness could have important consequences, including but not limited to:

•     limiting our ability to invest operating cash flow in our operations due to debt service requirements;

•     limiting our ability to obtain additional debt or equity financing for working capital expenditures, product development or other general corporate purposes;

•     limiting our operational flexibility due to the covenants contained in our debt agreements;

•     requiring us to dispose of significant assets in order to satisfy our debt service obligations;

•     limiting our flexibility in planning for, or reacting to, changes in our business or industry, thereby limiting our ability to compete with companies that are not as highly leveraged; and

•     increasing our vulnerability to economic downturns and changing market conditions.

Our ability to meet our expenses and debt service obligations will depend on the factors described above, as well as our future performance, which will be affected by financial, business, economic and other factors, including potential changes in consumer preferences, the success of product and marketing innovation and pressure from competitors. If we do not generate enough cash to pay our debt service obligations, we may be required to refinance all or part of our existing debt, sell our assets, borrow more money or raise equity. There is no assurance that we will be able to, at any given time, refinance our debt, sell our assets, borrow more money or raise equity on acceptable terms or at all.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness, including the Notes, and to fund planned capital expenditures will depend on our ability and the ability of our subsidiaries to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

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We cannot assure you that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under our revolving credit facility in amounts sufficient to enable us to pay our indebtedness, including the Notes, or to fund our other liquidity needs. Additionally, because some of our outstanding indebtedness is priced at a variable rate, we may be required to pay higher interest rates on such debt. We may need to refinance all or a portion of our indebtedness, including the Notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including any current or future credit facility and the Notes, on commercially reasonable terms or at all.

If an active trading market does not develop for the Notes, you may not be able to resell them.

If no active trading market develops, you may not be able to resell your Notes at their fair market value or at all. Future trading prices of the Notes will depend on many factors, including, among other things, prevailing interest rates, our operating results and the market for similar securities. We do not intend to apply for a listing of the Notes on any securities exchange. Moreover, if a market were to exist, the Notes could trade at prices that may be lower than their initial offering price because of many factors, including, but not limited to, prevailing interest rates on the markets for similar securities, general economic conditions, our financial condition, performance or prospects and the prospects for other companies in the same industry.

We may be unable to make a change of control offer required by the indenture governing the Notes which would cause defaults under the indenture governing the Notes and our other financing arrangements.

The terms of the Notes will require us to make an offer to repurchase the Notes upon the occurrence of a “Change of Control Triggering Event” at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest (including additional interest, if any). The terms of our existing financing arrangements require, and future financing arrangements may require, repayment of amounts outstanding in the event of a “Change of Control Triggering Event” and may limit our ability to fund the repurchase of your Notes in certain circumstances. It is possible that we will not have sufficient funds at the time of the “Change of Control Triggering Event” to make the required repurchase of Notes or that restrictions in our financing arrangements will not allow the repurchases. See “The Exchange Notes—Offer to Redeem Upon Change of Control Triggering Event.”

Fraudulent conveyance laws may void the Subsidiary Guarantees or subordinate the Subsidiary Guarantees.

The Subsidiary Guarantees may be subject to review under federal bankruptcy law or relevant state fraudulent conveyance laws if a bankruptcy lawsuit is commenced by or on behalf of the Subsidiary Guarantors’ creditors. Under these laws, if in such a lawsuit a court were to find that, at the time the Notes are issued, a Subsidiary Guarantor:

•     incurred this debt with the intent of hindering, delaying or defrauding current or future creditors; or

•     received less than reasonably equivalent value or fair consideration for incurring this debt and:

°	was insolvent or was rendered insolvent by reason of the related financing transactions;
°	was engaged, or about to engage, in a business or transaction for which its remaining assets constituted unreasonably small capital to carry on its business; or
°	intended to incur, or believed that it would incur, debts beyond its ability to pay these debts as they mature, as all of the foregoing terms are defined in or interpreted under the relevant fraudulent transfer or conveyance statutes;

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then the court could void the Subsidiary Guarantee or subordinate the Subsidiary Guarantee to Subsidiary Guarantor’s presently existing or future debt or take other actions detrimental to you.

The measure of insolvency for purposes of the foregoing considerations will vary depending upon the law of the jurisdiction that is being applied in any such proceeding. Generally, an entity would be considered insolvent if, at the time it incurred the debt:

•     it could not pay its debts or contingent liabilities as they become due;

•     the sum of its debts, including contingent liabilities, is greater than its assets, at fair valuation; or

•     the present fair saleable value of its assets is less than the amount required to pay the probable liability on its total existing debts and liabilities, including contingent liabilities, as they become absolute and mature.

We cannot assure you as to what standard a court would apply in order to determine whether a Subsidiary Guarantor was “insolvent” as of the date the Subsidiary Guarantee were issued, and we cannot assure you that, regardless of the method of valuation, a court would not determine that a Subsidiary Guarantor was insolvent on that date. Nor can we assure you that a court would not determine, regardless of whether a Subsidiary Guarantor was insolvent on the date the Subsidiary Guarantee was issued, that the payments constituted fraudulent transfers on another ground.

The Subsidiary Guarantees could be subject to the claim that, since the Subsidiary Guarantees were incurred for our benefit, and only indirectly for the benefit of the Subsidiary Guarantors, the obligations of the Subsidiary Guarantors thereunder were incurred for less than reasonably equivalent value or fair consideration. A court could void a Subsidiary Guarantor’s obligation under its Subsidiary Guarantee, subordinate the Subsidiary Guarantee to the other indebtedness of a Subsidiary Guarantor, direct that holders of the Notes return any amounts paid under a Subsidiary Guarantee to the relevant Subsidiary Guarantor or to a fund for the benefit of its creditors, or take other action detrimental to the holders of the Notes. In addition, the liability of each Subsidiary Guarantor under the indenture will be limited to the amount that will result in its Subsidiary Guarantee not constituting a fraudulent conveyance, and there can be no assurance as to what standard a court would apply in making a determination as to what would be the maximum liability of each Subsidiary Guarantor.

USE OF PROCEEDS

We will not receive any proceeds from the exchange offer. Because the exchange notes have substantially identical terms as the outstanding notes, the issuance of the exchange notes will not result in any increase in our indebtedness. The exchange offer is intended to satisfy our obligations under the registration rights agreement. We used the proceeds from the sale of the outstanding notes to repay in-full outstanding indebtedness under our term loan and floating rate Series G and Series H notes in the aggregate amount of approximately $290 million, with any remaining net proceeds used for general corporate purposes.

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SELECTED HISTORICAL FINANCIAL DATA

The following table sets forth selected financial data of Ralcorp. You should read this information in conjunction with the financial information included elsewhere and incorporated by reference into this document. See “Where You Can Find More Information.”

	Three Months Ended
	December 31,						Year Ended September 30,
(In millions except per share data)	2009			2008			2009			2008			2007			2006			2005
Statement of Earnings Data
Net sales (a)	$	991.9		$	968.2		$	3,891.9		$	2,824.4		$	2,233.4		$	1,850.2		$	1,675.1
Cost of products sold		(719.1	)		(721.9	)		(2,834.1	)		(2,318.1	)		(1,819.2	)		(1,497.2	)		(1,339.1	)
Gross profit		272.8			246.3			1,057.8			506.3			414.2			353.0			336.0
Selling, general and administrative expenses		(140.0	)		(147.4	)		(609.0	)		(328.4	)		(252.8	)		(226.4	)		(215.1	)
Interest expense, net		(26.5	)		(26.3	)		(99.0	)		(54.6	)		(42.3	)		(28.1	)		(16.5	)
Gain (loss) on forward sale contracts (b)		—			22.5			17.6			111.8			(87.7	)		(9.8	)		—
Gain on sale of securities (c)		—			15.8			70.6			7.1			—			2.6			—
Restructuring charges (d)		(.7	)		(.1	)		(.5	)		(1.7	)		(.9	)		(.1	)		(2.7	)
Litigation settlement income (e)		—			—			—			—			—			—			1.8
Earnings before income taxes and equity earnings		105.6			110.8			437.5			240.5			30.5			91.2			103.5
Income taxes		(38.4	)		(41.2	)		(156.9	)		(86.7	)		(7.5	)		(29.9	)		(36.6	)
Equity in earnings of Vail Resorts, Inc., net of related deferred income taxes (f)		—			(4.1	)		9.8			14.0			8.9			7.0			4.5
Net earnings	$	67.2		$	65.5		$	290.4		$	167.8		$	31.9		$	68.3		$	71.4
Earnings per share:
Basic	$	1.20		$	1.17		$	5.16		$	5.51		$	1.20		$	2.46		$	2.41
Diluted	$	1.19		$	1.15		$	5.09		$	5.38		$	1.17		$	2.41		$	2.34
Weighted average shares outstanding:
Basic		55.9			56.0			56.2			30.3			26.4			27.7			29.6
Diluted		56.6			56.9			57.0			31.1			27.1			28.2			30.4
Balance Sheet Data
Cash and cash equivalents	$	151.8					$	282.8		$	14.1		$	9.9		$	19.1		$	6.2
Working capital (excl. cash and cash equivalents)		212.9						192.4			241.8			165.3			170.3			92.4
Total assets		5,260.5						5,452.2			5,343.9			1,853.1			1,507.5			1,269.5
Long-term debt		1,521.7						1,611.4			1,668.8			763.6			552.6			422.0
Other long-term liabilities		651.4						656.2			871.7			382.6			281.5			157.8
Shareholders’ equity		2,675.8						2,705.6			2,411.5			483.4			476.4			518.3
Other Data
Cash provided (used) by:
Operating activities	$	120.9		$	121.8		$	326.7		$	132.8		$	217.6		$	55.2		$	161.0
Investing activities		(20.2	)		(10.6	)		(90.2	)		(71.0	)		(387.5	)		(164.6	)		(156.3	)
Financing activities		(232.1	)		(105.6	)		29.9			(56.8	)		160.0			122.3			(22.2	)
Depreciation and amortization		38.4			37.3			144.7			99.5			82.4			66.8			55.8
Dividends declared per share		—			—			—			—			—			—			—

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(a)	In March 2009, Ralcorp acquired Harvest Manor Farms, Inc. In August 2008, Ralcorp acquired Post Foods. In 2007, Ralcorp acquired Cottage Bakery Inc., Bloomfield Bakers, and Pastries Plus of Utah, Inc. In 2006, Ralcorp acquired Western Waffles Ltd. and Parco Foods L.L.C. In 2005, Ralcorp acquired Medallion Foods, Inc. For more information about the 2009, 2008, and 2007 acquisitions, see Note 2 to the financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2009, incorporated by reference herein.
(b)	For information about the gain/loss on forward sale contracts, see Note 4 to the financial statements included in our Quarterly Report on Form 10-Q for the quarter ended December 31, 2009 and Note 6 to the financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2009, each of which is incorporated by reference herein.
(c)	During fiscal 2009, Ralcorp sold 7,085,706 of its shares of Vail Resorts for a total of $211.9. The shares had a carrying value of $141.3, resulting in a $70.6 gain. During August and September 2008, Ralcorp sold 368,700 of Vail shares for a total of $13.7. The shares had a carrying value of $6.6, resulting in a $7.1 gain. In March 2006, Ralcorp sold 100,000 of its Vail shares for a total of $3.8. The shares had a carrying value of $1.2, resulting in a $2.6 gain.
(d)	For information about the restructuring charges in the three months ended December 31, 2009, see Note 5 to the financial statements included in our Quarterly Report on Form 10-Q for the period ended December 31, 2009, incorporated by reference herein. For information about the 2009, 2008, and 2007 restructuring charges, see Note 3 to the financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2009, incorporated by reference herein. In 2005, charges were due to the closing of the City of Industry and Kansas City, KS plants, and the relocation of in-store bakery products.
(e)	Ralcorp received payments in settlement of legal claims, primarily related to antitrust litigation, which are shown net of related expenses.
(f)	Ralcorp ceased equity method accounting for our investment in Vail Resorts in June 2009 and completely liquidated this investment by the end of fiscal 2009.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

Simultaneously with the sale of the outstanding notes, we entered into a registration rights agreement with the initial purchasers of the outstanding notes—J.P. Morgan Securities Inc., Banc of America Securities LLC, Deutsche Bank Securities Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC. Under the registration rights agreement, we agreed, among other things, to:

•     file a registration statement relating to a registered exchange offer for the outstanding notes with the SEC; and

•     commence and use our commercially reasonable efforts to complete the exchange offer no later than 60 days after the registration statement was declared effective by the SEC.

We are conducting the exchange offer to satisfy our obligations under the registration rights agreement. If the exchange offer is not completed (or, if required, the shelf registration statement is not declared effective) on or before the date that is the 270th calendar day after the closing date, the annual interest rate on the Notes will increase by 0.25% per year. The amount of additional interest will increase by an additional 0.25% per year for any subsequent 90-day period until all registration defaults are cured, up to a maximum additional interest rate of 1.00% per year. A copy of the registration rights agreement has been filed with the SEC as Exhibit 4.3 to our Current Report on Form 8-K dated August 17, 2009, and is incorporated by reference as an exhibit to the registration statement of which this prospectus is a part.

The form and terms of the exchange notes are the same as the form and terms of the outstanding notes, except that the exchange notes:

•     will be registered under the Securities Act;

•     will not bear restrictive legends restricting their transfer under the Securities Act;

•     will not be entitled to the registration rights that apply to the outstanding notes; and

•     will not contain provisions relating to an increase in any interest rate in connection with the outstanding notes under circumstances related to the timing of the exchange offer.

The exchange offer is not extended to original note holders in any jurisdiction where the exchange offer does not comply with the securities or blue sky laws of that jurisdiction.

Terms of the Exchange Offer

We are offering to exchange up to $300,000,000 aggregate principal amount of exchange notes for a like aggregate principal amount of outstanding notes. The outstanding notes must be tendered properly in accordance with the conditions set forth in this prospectus and the accompanying letter of transmittal on or prior to the expiration date and not withdrawn as permitted below. In exchange for outstanding notes properly tendered and accepted, we will issue a like total principal amount of up to $300,000,000 in exchange notes. This prospectus, together with the letter of transmittal, is first being sent on or about          , 2010, to all holders of outstanding notes known to us. Our obligation to accept outstanding notes for exchange in the exchange offer is subject to the conditions described below under the heading “—Conditions to the Exchange Offer.” The exchange offer is not conditioned upon holders tendering a minimum principal amount of outstanding notes. As of the date of this prospectus, $300,000,000 aggregate principal amount of outstanding notes are outstanding.

Outstanding notes tendered in the exchange offer must be in denominations of U.S. $2,000 and any higher integral multiple of $1,000.

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Holders of the outstanding notes do not have any appraisal or dissenters’ rights in connection with the exchange offer. If you do not tender your outstanding notes or if you tender outstanding notes that we do not accept, your outstanding notes will remain outstanding. Any outstanding notes will be entitled to the benefits of the indenture but will not be entitled to any further registration rights under the registration rights agreement, except under limited circumstances. Existing transfer restrictions would continue to apply to such outstanding notes. See “Risk Factors—There are significant consequences if you fail to exchange your outstanding notes” for more information regarding outstanding notes outstanding after the exchange offer.

After the expiration date, we will return to the holder any tendered outstanding notes that we did not accept for exchange.

None of us, our board of directors or our management recommends that you tender or not tender outstanding notes in the exchange offer or has authorized anyone to make any recommendation. You must decide whether to tender in the exchange offer and, if you decide to tender, the aggregate amount of outstanding notes to tender.

The expiration date is          , Eastern Standard Time, on          , 2010, or such later date and time to which we extend the exchange offer.

We have the right, in accordance with applicable law, at any time:

•     to delay the acceptance of the outstanding notes;

•     to terminate the exchange offer and not accept any outstanding notes for exchange if we determine that any of the conditions to the exchange offer have not occurred or have not been satisfied;

•     to extend the expiration date of the exchange offer and retain all outstanding notes tendered in the exchange offer other than those notes properly withdrawn; and

•     to waive any condition or amend the terms of the exchange offer in any manner.

If we materially amend the exchange offer, we will as promptly as practicable distribute a prospectus supplement to the holders of the outstanding notes disclosing the change and extend the exchange offer.

If we exercise any of the rights listed above, we will as promptly as practicable give oral or written notice of the action to the exchange agent and will make a public announcement of such action. In the case of an extension, an announcement will be made no later than 9:00 a.m., Eastern Standard Time on the next business day after the previously scheduled expiration date.

Acceptance of Outstanding Notes for Exchange and Issuance of Outstanding Notes

As promptly as practicable after the expiration date, we will accept all outstanding notes validly tendered and not withdrawn, and we will issue exchange notes registered under the Securities Act to the exchange agent. The exchange agent might not deliver the exchange notes to all tendering holders at the same time. The timing of delivery depends upon when the exchange agent receives and processes the required documents.

We will be deemed to have exchanged outstanding notes validly tendered and not withdrawn when we give oral or written notice to the exchange agent of our acceptance of the tendered outstanding notes, with written confirmation of any oral notice to be given promptly thereafter. The exchange agent is our agent for receiving tenders of outstanding notes, letters of transmittal and related documents.

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In tendering outstanding notes, you must warrant in the letter of transmittal or in an agent’s message (described below) that:

•     you have full power and authority to tender, exchange, sell, assign and transfer outstanding notes;

•     we will acquire good, marketable and unencumbered title to the tendered outstanding notes, free and clear of all liens, restrictions, charges and other encumbrances; and

•     the outstanding notes tendered for exchange are not subject to any adverse claims or proxies.

You also must warrant and agree that you will, upon request, execute and deliver any additional documents requested by us or the exchange agent to complete the exchange, sale, assignment and transfer of the outstanding notes.

Procedures for Tendering Outstanding Notes

Valid Tender

When the holder of outstanding notes tenders, and we accept, outstanding notes for exchange, a binding agreement between us, on the one hand, and the tendering holder, on the other hand, is created, subject to the terms and conditions set forth in this prospectus and the accompanying letter of transmittal. Except as set forth below, a holder of outstanding notes who wishes to tender outstanding notes for exchange must, on or prior to the expiration date:

•     transmit a properly completed and duly executed letter of transmittal, including all other documents required by such letter of transmittal (including outstanding notes), to the exchange agent, Deutsche Bank Trust Company Americas, at the address set forth below under the heading “—Exchange Agent;”

•     if outstanding notes are tendered pursuant to the book-entry procedures set forth below, the tendering holder must deliver a completed and duly executed letter of transmittal or arrange with the Depository Trust Company, or DTC, to cause an agent’s message to be transmitted with the required information (including a book-entry confirmation), to the exchange agent at the address set forth below under the heading “—Exchange Agent;” or

•     comply with the provisions set forth below under “—Guaranteed Delivery.”

In addition, on or prior to the expiration date:

•     the exchange agent must receive the certificates for the outstanding notes and the letter of transmittal;

•     the exchange agent must receive a timely confirmation of the book-entry transfer of the outstanding notes being tendered into the exchange agent’s account at DTC, along with the letter of transmittal or an agent’s message; or

•     the holder must comply with the guaranteed delivery procedures described below.

The letter of transmittal or agent’s message may be delivered by mail, facsimile, hand delivery or overnight carrier, to the exchange agent.

The term “agent’s message” means a message transmitted to the exchange agent by DTC which states that DTC has received an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against such holder.

If you beneficially own outstanding notes and those notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian and you wish to tender your outstanding notes in the exchange offer, you should contact the registered holder as soon

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as possible and instruct it to tender the outstanding notes on your behalf and comply with the instructions set forth in this prospectus and the letter of transmittal.

If you tender fewer than all of your outstanding notes, you should fill in the amount of notes tendered in the appropriate box on the letter of transmittal. If you do not indicate the amount tendered in the appropriate box, we will assume you are tendering all outstanding notes that you hold.

The method of delivery of the certificates for the outstanding notes, the letter of transmittal and all other required documents is at the election and sole risk of the holders. If delivery is by mail, we recommend registered mail with return receipt requested, properly insured, or overnight delivery service. In all cases, you should allow sufficient time to assure timely delivery. No letters of transmittal or outstanding notes should be sent directly to us. Delivery is complete when the exchange agent actually receives the items to be delivered. Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the exchange agent.

Signature Guarantees

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the outstanding notes surrendered for exchange are tendered:

•     by a registered holder of outstanding notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

•     for the account of an eligible institution.

An “eligible institution” is a firm or other entity which is identified as an “Eligible Guarantor Institution” in Rule 17Ad-15 under the Exchange Act, including:

•     a bank;

•     a broker, dealer, municipal securities broker or dealer or government securities broker or dealer;

•     a credit union;

•     a national securities exchange, registered securities association or clearing agency; or

•     a savings association.

If signatures on a letter of transmittal or notice of withdrawal are required to be guaranteed, the guarantor must be an eligible institution.

If outstanding notes are registered in the name of a person other than the signer of the letter of transmittal, the outstanding notes surrendered for exchange must be endorsed or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by us in our sole discretion, duly executed by the registered holder with the holder’s signature guaranteed by an eligible institution.

Deemed Representations

To participate in the exchange offer, we require that you represent to us that:

(i) you or any other person acquiring exchange notes in exchange for your outstanding notes in the exchange offer is acquiring them in the ordinary course of business;

(ii) neither you nor any other person acquiring exchange notes in exchange for your outstanding notes in the exchange offer is engaging in or intends to engage in a distribution of the exchange notes within the meaning of the federal securities laws;

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(iii) neither you nor any other person acquiring exchange notes in exchange for your outstanding notes has an arrangement or understanding with any person to participate in the distribution of exchange notes issued in the exchange offer;

(iv) neither you nor any other person acquiring exchange notes in exchange for your outstanding notes is our “affiliate” as defined under Rule 405 of the Securities Act; and

(v) if you or another person acquiring exchange notes in exchange for your outstanding notes is a broker-dealer and you acquired the outstanding notes as a result of market-making activities or other trading activities, you acknowledge that you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes.

By tendering your outstanding notes you are deemed to have made these representations.

Broker-dealers who cannot make the representations in item (v) of the paragraph above cannot use this prospectus in connection with resales of the exchange notes issued in the exchange offer.

If you are our “affiliate,” as defined under Rule 405 of the Securities Act, if you are a broker-dealer who acquired your outstanding notes in the initial offering and not as a result of market-making or trading activities, or if you are engaged in or intend to engage in or have an arrangement or understanding with any person to participate in a distribution of exchange notes acquired in the exchange offer, you or that person:

(i) may not rely on the applicable interpretations of the staff of the SEC and therefore may not participate in the exchange offer; and

(ii) must comply with the registration and prospectus delivery requirements of the Securities Act or an exemption therefrom when reselling the outstanding notes.

Book-Entry Transfers

For tenders by book-entry transfer of outstanding notes cleared through DTC, the exchange agent will make a request to establish an account at DTC for purposes of the exchange offer. Any financial institution that is a DTC participant may make book-entry delivery of outstanding notes by causing DTC to transfer the outstanding notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC may use the Automated Tender Offer Program, or ATOP, procedures to tender outstanding notes. Accordingly, any participant in DTC may make book-entry delivery of outstanding notes by causing DTC to transfer those outstanding notes into the exchange agent’s account in accordance with its ATOP procedures for transfer.

Notwithstanding the ability of holders of outstanding notes to effect delivery of outstanding notes through book-entry transfer at DTC, either:

•     the letter of transmittal or a facsimile thereof, or an agent’s message in lieu of the letter of transmittal, with any required signature guarantees and any other required documents must be transmitted to and received by the exchange agent prior to the expiration date at the address given below under “—Exchange Agent;” or

•     the guaranteed delivery procedures described below must be complied with.

Guaranteed Delivery

If a holder wants to tender outstanding notes in the exchange offer and (1) the certificates for the outstanding notes are not immediately available or all required documents are unlikely to reach the exchange agent on or prior to the expiration date, or (2) a book-entry transfer cannot be

26

completed on a timely basis, the outstanding notes may be tendered if the holder complies with the following guaranteed delivery procedures:

•     the tender is made by or through an eligible institution;

•     the eligible institution delivers a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided, to the exchange agent on or prior to the expiration date:

•     setting forth the name and address of the holder of the outstanding notes being tendered and the amount of the outstanding notes being tendered;

•     stating that the tender is being made; and

•     guaranteeing that, within three (3) New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered outstanding notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal, or an agent’s message, with any required signature guarantees and any other documents required by the letter of transmittal, will be deposited by the eligible institution with the exchange agent; and

•     the exchange agent receives the certificates for the outstanding notes, or a confirmation of book-entry transfer, and a properly completed and duly executed letter of transmittal, or an agent’s message in lieu thereof, with any required signature guarantees and any other documents required by the letter of transmittal within three (3) New York Stock Exchange trading days after the notice of guaranteed delivery is executed for all such tendered outstanding notes.

You may deliver the notice of guaranteed delivery by hand, facsimile, mail or overnight delivery to the exchange agent and you must include a guarantee by an eligible institution in the form described above in such notice.

Our acceptance of properly tendered outstanding notes is a binding agreement between the tendering holder and us upon the terms and subject to the conditions of the exchange offer.

Determination of Validity

We, in our sole discretion, will resolve all questions regarding the form of documents, validity, eligibility, including time of receipt, and acceptance for exchange of any tendered outstanding notes. Our determination of these questions as well as our interpretation of the terms and conditions of the exchange offer, including the letter of transmittal, will be final and binding on all parties. A tender of outstanding notes is invalid until all defects and irregularities have been cured or waived. Holders must cure any defects and irregularities in connection with tenders of outstanding notes for exchange within such reasonable period of time as we will determine, unless we waive the defects or irregularities. Neither us, any of our affiliates or assigns, the exchange agent nor any other person is under any obligation to give notice of any defects or irregularities in tenders nor will they be liable for failing to give any such notice.

We reserve the absolute right, in our sole and absolute discretion:

•     to reject any tenders determined to be in improper form or unlawful;

•     to waive any of the conditions of the exchange offer; and

•     to waive any condition or irregularity in the tender of outstanding notes by any holder, whether or not we waive similar conditions or irregularities in the case of other holders.

If any letter of transmittal, endorsement, bond power, power of attorney, or any other document required by the letter of transmittal is signed by a trustee, executor, administrator, guardian,

27

attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person must indicate such capacity when signing. In addition, unless waived by us, the person must submit proper evidence satisfactory to us, in our sole discretion, of his or her authority to so act.

Resales of Exchange Notes

Based on interpretive letters issued by the SEC staff to third parties in transactions similar to the exchange offer, we believe that a holder of exchange notes, other than a broker-dealer, may offer exchange notes for resale, resell and otherwise transfer the exchange notes without delivering a prospectus to prospective purchasers, if the holder acquired the exchange notes in the ordinary course of business, has no intention of engaging in a “distribution” (as defined under the Securities Act) of the exchange notes and is not an “affiliate” (as defined under the Securities Act) of Ralcorp. We will not seek our own interpretive letter. As a result, we cannot assure you that the staff will take the same position on this exchange offer as it did in interpretive letters to other parties in similar transactions.

By tendering outstanding notes, the holder, other than participating broker-dealers, as defined below, of those outstanding notes will represent to us that, among other things:

•     the exchange notes acquired in the exchange offer are being obtained in the ordinary course of business of the person receiving the exchange notes, whether or not that person is the holder;

•     neither the holder nor any other person receiving the exchange notes is engaged in, intends to engage in or has an arrangement or understanding with any person to participate in a “distribution” (as defined under the Securities Act) of the exchange notes; and

•     neither the holder nor any other person receiving the exchange notes is an “affiliate” (as defined under the Securities Act) of Ralcorp.

If any holder or any such other person is an “affiliate” of Ralcorp or is engaged in, intends to engage in or has an arrangement or understanding with any person to participate in a “distribution” of the exchange notes, such holder or other person:

•     may not rely on the applicable interpretations of the staff of the SEC referred to above; and

•     must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes must represent that the outstanding notes to be exchanged for the exchange notes were acquired by it as a result of market-making activities or other trading activities and acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any offer to resell, resale or other retransfer of the exchange notes pursuant to the exchange offer. Any such broker-dealer is referred to as a participating broker-dealer. However, by so acknowledging and by delivering a prospectus, the participating broker-dealer will not be deemed to admit that it is an “underwriter” (as defined under the Securities Act). If a broker-dealer acquired outstanding notes as a result of market-making or other trading activities, it may use this prospectus, as amended or supplemented, in connection with offers to resell, resales or retransfers of exchange notes received in exchange for the outstanding notes pursuant to the exchange offer. We have agreed that, during the period ending 180 days after the consummation of the exchange offer, subject to extension in limited circumstances, we will use all commercially reasonable efforts to keep the exchange offer registration statement effective and make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution” for a discussion of the exchange and resale obligations of broker-dealers in connection with the exchange offer.

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Withdrawal Rights

You can withdraw tenders of outstanding notes at any time prior to          , Eastern Standard Time, on the expiration date.

For a withdrawal to be effective, you must deliver a written notice of withdrawal to the exchange agent. The notice of withdrawal must:

•     specify the name of the person tendering the outstanding notes to be withdrawn;

•     identify the outstanding notes to be withdrawn, including the total principal amount of outstanding notes to be withdrawn;

•     where certificates for outstanding notes are transmitted, list the name of the registered holder of the outstanding notes if different from the person withdrawing the outstanding notes;

•     contain a statement that the holder is withdrawing his election to have the outstanding notes exchanged; and

•     be signed by the holder in the same manner as the original signature on the letter of transmittal by which the outstanding notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the trustee with respect to the outstanding notes register the transfer of the outstanding notes in the name of the person withdrawing the tender.

If you delivered or otherwise identified pursuant to the guaranteed delivery procedures outstanding notes to the exchange agent, you must submit the serial numbers of the outstanding notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an eligible institution, except in the case of outstanding notes tendered for the account of an eligible institution. If you tendered outstanding notes as a book-entry transfer, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn outstanding notes and you must deliver the notice of withdrawal to the exchange agent. You may not rescind withdrawals of tender; however, outstanding notes properly withdrawn may again be tendered at any time on or prior to the expiration date.

We will determine all questions regarding the form of withdrawal, validity, eligibility, including time of receipt, and acceptance of withdrawal notices. Our determination of these questions as well as our interpretation of the terms and conditions of the exchange offer (including the letter of transmittal) will be final and binding on all parties. Neither us, any of our affiliates or assigns, the exchange agent nor any other person is under any obligation to give notice of any irregularities in any notice of withdrawal, nor will they be liable for failing to give any such notice.

In the case of outstanding notes tendered by book-entry transfer through DTC, the outstanding notes withdrawn or not exchanged will be credited to an account maintained with DTC. Withdrawn outstanding notes will be returned to the holder after withdrawal. The outstanding notes will be returned or credited to the account maintained with DTC as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Any outstanding notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to the holder.

Properly withdrawn outstanding notes may again be tendered by following one of the procedures described under “—Procedures for Tendering Outstanding Notes” above at any time prior to          , Eastern Standard Time, on the expiration date.

Conditions to the Exchange Offer

Notwithstanding any other provision of the exchange offer, we are not required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes, and we may terminate

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or amend the exchange offer, if at any time prior to          , Eastern Standard Time, on the expiration date, we determine that the exchange offer violates applicable law or SEC policy.

The foregoing conditions are for our sole benefit, and we may assert them regardless of the circumstances giving rise to any such condition, or we may waive the conditions, completely or partially, whenever or as many times as we choose, in our reasonable discretion. The foregoing rights are not deemed waived because we fail to exercise them, but continue in effect, and we may still assert them whenever or as many times as we choose. If we determine that a waiver of conditions materially changes the exchange offer, the prospectus will be amended or supplemented, and the exchange offer extended, if appropriate, as described under “—Terms of the Exchange Offer.”

In addition, at a time when any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or with respect to the qualification of the indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), we will not accept for exchange any outstanding notes tendered, and no exchange notes will be issued in exchange for any such outstanding notes.

If we terminate or suspend the exchange offer based on a determination that the exchange offer violates applicable law or SEC policy, the registration rights agreement requires that we use our commercially reasonable efforts to cause a shelf registration statement covering the resale of the outstanding notes to be filed within 90 days and declared effective by the SEC as soon as reasonably practicable.

Exchange Agent

We appointed Deutsche Bank Trust Company Americas, as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery to the exchange agent at the address and phone number as follows:

	By Facsimile Transmission or
By Regular, Registered or	Electronic Mail (for Eligible	For Hand or Overnight
Certified Mail:	Institutions Only):	Delivery:
DB Services Tennessee, Inc.		DB Services Tennessee, Inc.
P.O. Box 305050	(615) 866-3889	648 Grassmere Park Road
Nashville, Tennessee 37211 Attn: Reorganization Unit	DB.Reorg@db.com	Nashville, Tennessee 37211 Attn: Reorganization Unit
	For Information:
	1-800-735-7777

If you deliver letters of transmittal and any other required documents to an address or facsimile number other than those listed above, your tender is invalid.

Fees and Expenses

The registration rights agreement provides that we will bear all expenses in connection with the performance of our obligations relating to the registration of the exchange notes and the conduct of the exchange offer. These expenses include registration and filing fees, accounting and legal fees and printing costs, among others. We will pay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that are holders of outstanding notes and for handling or tendering for such clients.

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We have not retained any dealer-manager in connection with the exchange offer and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of outstanding notes pursuant to the exchange offer.

Accounting Treatment

The exchange notes will be recorded at the same carrying value as the outstanding notes, as reflected in our accounting records on the date of exchange. Accordingly, we will recognize no gain or loss for accounting purposes upon the closing of the exchange offer. The expenses of the exchange offer will be expensed as incurred.

Transfer Taxes

Holders who tender their outstanding notes for exchange will not be obligated to pay any transfer taxes in connection with the exchange. If, however, exchange notes issued in the exchange offer are to be delivered to, or are to be issued in the name of, any person other than the holder of the outstanding notes tendered, or if a transfer tax is imposed for any reason other than the exchange of outstanding notes in connection with the exchange offer, then the holder must pay any such transfer taxes, whether imposed on the registered holder or on any other person. If satisfactory evidence of payment of, or exemption from, such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder.

Consequences of Failure to Exchange Outstanding Notes

Holders who desire to tender their outstanding notes in exchange for exchange notes should allow sufficient time to ensure timely delivery. Neither the exchange agent nor Ralcorp is under any duty to give notification of defects or irregularities with respect to the tenders of notes for exchange.

Outstanding notes that are not tendered or are tendered but not accepted will, following the consummation of the exchange offer, continue to be subject to the provisions in the indenture regarding the transfer and exchange of the outstanding notes and the existing restrictions on transfer set forth in the legend on the outstanding notes and in the confidential offering memorandum dated August 11, 2009 relating to the outstanding notes. Except in limited circumstances with respect to specific types of holders of outstanding notes, we will have no further obligation to provide for the registration under the Securities Act of such outstanding notes. In general, outstanding notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not currently anticipate that we will take any action to register the outstanding notes under the Securities Act or under any state securities laws.

Upon completion of the exchange offer, holders of the outstanding notes will not be entitled to any further registration rights under the registration rights agreement, except under limited circumstances. Holders of the exchange notes and any outstanding notes which remain outstanding after consummation of the exchange offer will vote together as a single class for purposes of determining whether holders of the requisite percentage of the class have taken certain actions or exercised certain rights under the indenture.

Consequences of Exchanging Outstanding Notes

Under existing interpretations of the Securities Act by the SEC’s staff contained in several no-action letters to third parties, we believe that the exchange notes may be offered for resale, resold or otherwise transferred by holders after the exchange offer other than by any holder who is one of our “affiliates” (as defined in Rule 405 under the Securities Act). Such notes may be offered for resale,

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resold or otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

•     such exchange notes are acquired in the ordinary course of such holder’s business; and

•     such holder, other than broker-dealers, has no arrangement or understanding with any person to participate in the distribution of the exchange notes.

However, the SEC has not considered the exchange offer in the context of a no-action letter and we cannot guarantee that the staff of the SEC would make a similar determination with respect to the exchange offer as in such other circumstances. Each holder, other than a broker-dealer, must furnish a written representation, at our request, that:

•     it is not an affiliate of Ralcorp;

•     it is not engaged in, and does not intend to engage in, a distribution of the exchange notes and has no arrangement or understanding to participate in a distribution of exchange notes; and

•     it is acquiring the exchange notes in the ordinary course of its business.

Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes must acknowledge that such outstanding notes were acquired by such broker-dealer as a result of market-making or other trading activities and that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution” for a discussion of the exchange and resale obligations of broker-dealers in connection with the exchange offer.

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DESCRIPTION OF THE EXCHANGE NOTES

You can find the definitions of certain terms used in this description under the subheading “Definitions.” In this description, references to “Ralcorp,” “us” and “our” refer only to Ralcorp Holdings, Inc. and not to any of its subsidiaries and the term “Subsidiary Guarantor” refers only to such Subsidiary Guarantor and not any of its subsidiaries. Except as otherwise indicated below, the following summary applies to both the outstanding notes issued August 14, 2009 pursuant to the a senior secured indenture (the “Indenture”) among us, the Subsidiary Guarantors (as defined below) and Deutsche Bank Trust Company Americas, as trustee, and to the exchange notes to be issued in connection with the exchange offer. Ralcorp will also issue the exchange notes under the Indenture. The term “Notes” as used in this section means the exchange notes and the outstanding notes, in each case outstanding at any given time and issued under the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939. The terms of the exchange notes are the same as the terms of the outstanding notes, except that (i) the exchange notes will be registered under the Securities Act, (ii) the exchange notes will not bear restrictive legends restricting their transfer under the Securities Act, (iii) holders of the exchange notes are not entitled to certain rights under the registration rights agreement and (iv) the exchange notes will not contain provisions relating to an increase in any interest rate in connection with the outstanding notes under circumstances related to the timing of the exchange offer.

The following description is a summary of the material provisions of the indenture. It does not restate the indenture in its entirety. We urge you to read the indenture because it, and not this description, defines your rights as holders of the notes. Copies of the indenture are available upon request to Ralcorp at the address indicated under “Where You Can Find More Information” elsewhere in this prospectus. Whenever there is a reference to defined terms of the Indenture, the defined terms are incorporated by reference, and the statement is qualified in its entirety by that reference.

General

The Notes will mature on August 15, 2039 at 100% of their principal amount. The Notes will constitute unsubordinated indebtedness and will rank equally with all our other unsubordinated indebtedness from time to time outstanding. The Notes will be secured by a pledge of 65% of the capital stock of certain of our material foreign subsidiaries on an equal and ratable basis with our Credit Facilities (as defined below) and other outstanding notes to the extent that our Credit Facilities remain so secured. If the pledge securing our Credit Facilities expires or terminates, then such capital stock will no longer secure the Notes.

The Notes will be fully, unconditionally and irrevocably guaranteed as to the payment of principal (and premium, if any) and interest (including additional interest, if any) by the Subsidiary Guarantors. The Notes will rank equally with our and each of our Subsidiary Guarantor’s outstanding unsubordinated indebtedness. The Notes will be effectively subordinated to all of our and each of our Subsidiary Guarantor’s secured indebtedness (other than with respect to the stock pledge) and to all indebtedness of our non-guarantor subsidiaries. As of December 31, 2009, we and the Subsidiary Guarantors had approximately $1,567.3 million of outstanding indebtedness, including approximately $5.6 million of indebtedness secured by collateral other than the stock pledge, and our non-guarantor subsidiaries had no outstanding indebtedness. See “Risk Factors—Our substantial long-term indebtedness, which was approximately $1,567.3 million as of December 31, 2009, could adversely affect our operations and financial condition.”

The Indenture does not limit the amount of debt securities which we may issue or the incurrence of liabilities by our non-guarantor subsidiaries. Subject to the limits set forth in the Indenture, we and our Subsidiary Guarantors may incur additional secured debt without securing the Notes equally and ratably. We may issue debt securities under the Indenture up to the aggregate

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principal amount authorized by our board of directors from time to time. In addition, we may from time to time, without giving notice to or seeking the consent of the holders of the Notes, issue debt securities having the same ranking and the same interest rate, maturity and other terms as the Notes other than issue date, issue price and the payment of interest accruing prior to the issue date of the additional Notes. Any additional debt securities having such similar terms, together with the Notes, will constitute a single series of securities under the Indenture.

The Notes will not be listed on any securities exchange or quoted on any automated quotation system.

None of our or our Subsidiary Guarantors’ shareholders, officers or directors, past, present or future, will have any personal liability with respect to our obligations under the Indenture, the Notes or the guarantees.

Payment

The Notes will bear interest at the rate of 6.625% per year from August 14, 2009, payable semiannually in arrears on February 15 and August 15 of each year, commencing February 15, 2010, to the persons in whose names the Notes were registered at the close of business on the immediately preceding February 1 and August 1, respectively (whether or not a business day). Interest on the Notes (including additional interest, if any) will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Payments in respect of the Notes will be made in U.S. dollars at the office or agency we may designate from time to time, except that, at our option, interest payments on the Notes may be made by checks mailed to the holders of the Notes entitled to payments at their registered addresses or, in the case of holders of $1 million or more in aggregate principal amount of the Notes, by wire transfer to an account designated by the registered holder; and payment of any installment of interest on the Notes in registered form will be made to the person in whose name such Note is registered at the close of business on the regular record date for such interest.

Form and Denominations

The Notes will be issued only in fully registered form, without coupons, and will be denominated in U.S. dollars issued only in denominations of $2,000 and any higher integral multiple of $1,000.

Subsidiary Guarantees

All of our existing and future Subsidiaries (as defined below) that are guarantors of our credit agreements or other indebtedness for borrowed money will be required to unconditionally guarantee payment of the Notes for so long as they remain guarantors under such other indebtedness (the “Subsidiary Guarantors”).

“Subsidiary” means, as to any person, any corporation, association or other business entity in which such person, or one or more of its Subsidiaries or such person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or persons performing similar functions) of such entity, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such person, or one or more of its Subsidiaries or such person and one or more of its Subsidiaries (unless such partnership can and does ordinarily take major business actions without the prior approval of such person, or one or more of its Subsidiaries or such person and one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of ours.

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Optional Redemption

The Notes may be redeemed, at our option, at any time in whole or from time to time in part. The redemption price for the Notes to be redeemed on any redemption date will be equal to the greater of the following amounts:

•     100% of the principal amount of the Notes being redeemed on the redemption date; or

•     the sum of the present values of the remaining scheduled payments of principal and interest (including additional interest, if any) on the Notes being redeemed on that redemption date (not including any portion of any payments of interest (including additional interest, if any) accrued to the redemption date) discounted to the redemption date on a semiannual basis at the Treasury Rate (as defined below), as determined by the Reference Treasury Dealer (as defined below), plus 35 basis points;

plus, in each case, accrued and unpaid interest (including additional interest, if any) on the Notes to the redemption date. Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date according to the Notes and the Indenture. The redemption price will be calculated on the basis of a 360-day year comprised of twelve 30-day months.

We will mail notice of any redemption at least 30 days but not more than 60 days before the redemption date to each registered holder of the Notes to be redeemed. Once notice of redemption is mailed, the Notes called for redemption will become due and payable on the redemption date and at the applicable redemption price, plus accrued and unpaid interest (including additional interest, if any) to the redemption date.

On and after the redemption date, interest (including additional interest, if any) will cease to accrue on the Notes or any portion of the Notes called for redemption (unless we default in the payment of the redemption price and accrued interest(including additional interest, if any)). On or before the redemption date, we will deposit with a paying agent or the trustee money sufficient to pay the redemption price of and accrued interest (including additional interest, if any) on the Notes to be redeemed on that date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the trustee by a method the trustee deems to be fair and appropriate.

In addition, we or any Subsidiary Guarantor may at any time purchase Notes at any price in the open market or otherwise. Notes so purchased by us or any Subsidiary Guarantor may, at our sole option, be held, resold or surrendered to the Trustee for cancellation.

Definitions

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation.

“Quotation Agent” means one of the Reference Treasury Dealers selected by us.

“Reference Treasury Dealer” means (i) J.P. Morgan Securities Inc. and Banc of America Securities LLC (or their respective affiliates which are Primary Treasury Dealers), and their

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successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), we will substitute therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer(s) selected by us.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third business day preceding such redemption date.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

Offer to Redeem Upon Change of Control Triggering Event

Upon the occurrence of a Change of Control Triggering Event, unless we have exercised our right to redeem the Notes as described under “— Optional Redemption,” the Indenture provides that each holder of Notes will have the right to require us to purchase all or a portion of such holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any (including additional interest, if any), to the date of purchase, subject to the rights of holders of Notes on the relevant record date to receive interest (including additional interest, if any) due on the relevant interest payment date.

Unless we have exercised our right to redeem the Notes, within 30 days following the date upon which the Change of Control Triggering Event occurred, or at our option, prior to any Change of Control but after the public announcement of the pending Change of Control, we will be required to send, by first class mail, a notice to each holder of Notes, with a copy to the trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. Holders of Notes electing to have Notes purchased pursuant to a Change of Control Offer will be required to surrender their Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the paying agent at the address specified in the notice, or transfer their Notes to the paying agent by book-entry transfer pursuant to the applicable procedures of the paying agent, prior to the close of business on the third business day prior to the Change of Control Payment Date.

We will not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for such an offer made by us and such third party purchases all Notes properly tendered and not withdrawn under its offer.

“Change of Control” means the occurrence of any one of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one transaction or a series of related transactions, of all or substantially all of the assets of us and our Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than to us or one of our Subsidiaries;

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(2) the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of our outstanding Voting Stock, measured by voting power rather than number of shares;

(3) we consolidate with, or merge with or into, any person, or any person consolidates with, or merges with or into, us, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of us or such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of our Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person immediately after giving effect to such transaction;

(4) the first day on which the majority of the members of our board of directors cease to be Continuing Directors; or

(5) the approval of a plan relating to our liquidation or dissolution by our stockholders.

Notwithstanding the foregoing, a transaction (or series of related transactions) will not be deemed to involve a Change of Control under clauses (1) or (2) above if we become a direct or indirect wholly owned subsidiary of a holding company and (a) the direct or indirect holders of a majority of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of a majority of our Voting Stock immediately prior to that transaction or (b) the shares of our Voting Stock outstanding immediately prior to such transaction are converted into or exchanged for a majority of the Voting Stock of such holding company immediately after giving effect to such transaction.

“Change of Control Triggering Event” means the rating on the Notes is lowered by both of the Rating Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies, in each case, on any date during the period (the “Trigger Period”) commencing 60 days prior to the first public announcement by us of any Change of Control (or pending Change of Control) and ending 60 days following consummation of such Change of Control (which Trigger Period will be extended following consummation of a Change of Control for so long as any of the Rating Agencies has publicly announced that it is considering a possible ratings change). If either of the Rating Agencies (including any replacement rating agency) has ceased to provide a rating for the Notes at the commencement of any Trigger Period, a Change of Control Triggering Event will mean the rating on the Notes is lowered by the remaining Rating Agency and the Notes are rated below Investment Grade by such agency on any date during the Trigger Period. If both Rating Agencies (including any replacement rating agency) have ceased to provide a rating for the Notes, at the commencement of any Trigger Period, a Change of Control Triggering Event will be deemed to have occurred. Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

“Continuing Director” means, as of any date of determination, any member of our board of directors who:

(1) was a member of our board of directors on the date of the Indenture; or

(2) was nominated for election or elected or appointed to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination, election or appointment (or such lesser number comprising a majority of a nominating committee if authority for such nomination, election or appointment has been delegated to a nominating committee whose authority and composition have been approved by at least a majority of the directors who were Continuing Directors at the

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time such committee was formed), whether by specific vote or by approval of the proxy statement in which such individual is named as a nominee or otherwise.

Holders would not be entitled to require us to purchase the Notes in certain circumstances involving a significant change in the composition of our board of directors, including in connection with a proxy contest where our board of directors does not approve a dissident slate of directors but approves them as Continuing Directors, even if our board of directors initially opposed the directors.

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s); a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P); or, if applicable, the equivalent investment grade rating by any replacement Rating Agency.

“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, or its successors.

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or its successors.

“Rating Agency” means each of Moody’s and S&P; provided, that if any of Moody’s or S&P ceases to provide rating services to issuers or investors, we may appoint a replacement for such Rating Agency that is reasonably acceptable to the trustee under the Indenture, provided that Fitch Inc. or its successors shall be deemed to be reasonably acceptable.

“Voting Stock” of any specified person as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

The phrase “all or substantially all,” as used with respect to the assets of the Company in the definition of “Change of Control,” is subject to interpretation under applicable state law, and its applicability in a given instance would depend upon the facts and circumstances. As a result, there may be a degree of uncertainty in ascertaining whether a sale or transfer of “all or substantially all” the assets of the Company has occurred in a particular instance, in which case a holder’s ability to obtain the benefit of these provisions could be unclear.

We will not be required pursuant to the Indenture to repurchase the Notes, in whole or in part, with the proceeds of any sale, transfer or other disposition of any shares of capital stock of any Subsidiary Guarantor (or of any Subsidiary having direct or indirect control of any Subsidiary Guarantor). Furthermore, the Indenture will not provide for any restrictions on our use of any such proceeds.

Mandatory Redemption and Sinking Fund

Except as described above under “— Offer to Redeem Upon Change of Control Triggering Event,” we and the Subsidiary Guarantors are not required to make redemption or sinking fund payments with respect to the Notes.

Registration, Transfer and Exchange

The Notes will be transferable or exchangeable at the agency maintained for such purpose that we designate from time to time. The Notes may be transferred or exchanged generally without service charge, other than any tax or other governmental charge imposed in connection with such transfer or exchange. The trustee will be appointed as security registrar with respect to the Notes issued under the Indenture.

We will not be required (i) to register, transfer or exchange any Notes during a period beginning at the opening of business 15 days before the day of the transmission of a notice of redemption of such debt securities to be redeemed and ending at the close of business on the day of

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such transmission, or (ii) to register, transfer or exchange any debt security to be redeemed in whole or in part, except the unredeemed portion of any debt security being redeemed in part.

Restrictions on Secured Debt

If we or any Restricted Subsidiary (as defined below) shall after the date of the Indenture incur, issue, assume or guarantee any loans, whether or not evidenced by negotiable instruments or securities, or any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed (hereinafter, “Debt”) secured by pledge of, or mortgage or lien on, any Principal Property (as defined below) of ours or any Restricted Subsidiary, or on any shares of Capital Stock (as defined below) of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter called “Mortgages”), we will secure or cause such Restricted Subsidiary to secure the Notes (and any other debt securities issued under the Indenture to the extent the terms thereof so provide) equally and ratably with (or, at our option, prior to) such secured Debt, so long as such secured Debt shall be so secured, unless the aggregate amount of all such secured Debt would not exceed 15% of Consolidated Net Assets.

The above restrictions will not apply to, and there will be excluded from secured Debt in any computation under such restrictions, Debt secured by:

(1) Mortgages on property of, or on any shares of Capital Stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiary;

(2) Mortgages in favor of us or any Restricted Subsidiary;

(3) Mortgages on property, shares of Capital Stock or Debt existing at the time of acquisition thereof (including acquisition through merger, consolidation, purchase, lease or some other method) or to secure the payment of all or any part of the purchase price thereof or cost of construction, development, refurbishment, or improvement thereon or to secure any Debt incurred prior to, at the time of, or within 360 days after the later of the acquisition of such property, shares of Capital Stock or Debt or the completion, development, refurbishment or improvement of construction for the purpose of financing all or any part of the purchase price thereof or construction, development, refurbishment or improvement thereon;

(4) Mortgages securing obligations issued by a state, territory or possession of the United States, any political subdivision of any of the foregoing, or the District of Columbia, or any instrumentality of any of the foregoing to finance the acquisition or construction of property, and on which the interest is not, in the opinion of tax counsel of recognized standing or in accordance with a ruling issued by the Internal Revenue Service, includible in gross income of the holder by reason of Section 103(a)(1) of the Internal Revenue Code (or any successor to such provision or any other similar statute of the United States) as in effect at the time of the issuance of such obligations;

(5) Mortgages existing at the date of the Indenture securing Debt outstanding on the date of the Indenture (or Debt in respect of commitments outstanding on the date of the Indenture to the extent such commitments are under a secured Debt facility);

(6) any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing paragraphs (1) to (5), inclusive; provided, however, that such extension, renewal or replacement Mortgage shall be limited to all or part of the same property, shares of Capital Stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and the principal amount of Debt secured by such Mortgage immediately prior to such extension, renewal or refunding is not increased (except any increase in an amount not to exceed the amount of any unfunded commitments on the date of the Indenture referred to in clause (5) in the case of an extension, renewal or replacement of Mortgages previously incurred under clause (5);

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(7) Mortgages in connection with legal proceedings with respect to any of our property, including any attachment or judgment lien;

(8) Mortgages for taxes or assessment, landlords’ liens, mechanic’s liens or charges incidental to the conduct of business or ownership of property, not incurred by borrowing money or securing debt, or not overdue or liens we are contesting in good faith, or liens released by deposit or escrow;

(9) Mortgages for penalties, assessments, clean-up costs or other governmental charges relating to environmental protection matters;

(10) Mortgages (other than any lien imposed by ERISA) incurred or deposits made in the ordinary course of business (1) in connection with workers’ compensation, unemployment insurance, other types of social security or retirement benefits and insurance regulatory requirements or (2) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety bonds, appeal bonds, bids, leases (other than capital leases), performance bonds, purchase, construction or sales contracts and other similar obligations provided that such liens, in the aggregate, do not detract in a material way from the value of the assets of the Company or its Subsidiaries or impact in a material way the use thereof in the operation of their business and are not incurred in connection with the borrowing of money; and

(11) Mortgages on accounts receivable and related contract rights of us or any Subsidiary in favor of purchasers or providers of financing under certain financing programs.

In addition to the foregoing, we and the Subsidiary Guarantors will be required to equally and ratably secure the Notes to the extent we secure our Credit Facilities with any existing or future assets, for so long as such Credit Facilities are secured (whether or not such security interests securing the Credit Facilities are permitted pursuant to the foregoing). This paragraph shall only apply so long as the Credit Facilities are secured by liens. If all liens securing the Credit Facilities are released and not replaced, substantially concurrently, with new liens, then this paragraph shall cease to apply and only the provisions in the preceding paragraph shall apply.

Definitions

“Consolidated Net Assets” means total assets after deducting therefrom all current liabilities as set forth on our most recent consolidated balance sheet and computed in accordance with U.S. generally accepted accounting principles.

“Credit Facilities” means (i) our $400 million revolving credit agreement dated as of July 18, 2008 and (ii) our $200 million term loan credit agreement dated as of August 4, 2008, in each case as amended, modified, supplemented, replaced, renewed or refinanced from time to time.

“Principal Property” means any manufacturing or processing plant or warehouse distribution facility or office owned or leased at the date hereof or hereafter acquired by us or any Restricted Subsidiary of ours which is located within the United States and the gross book value (including related land and improvements thereon and all machinery and equipment included therein without deduction of any depreciation reserves) of which on the date as of which the determination is being made exceeds 5% of Consolidated Net Assets other than:

(1) any such manufacturing or processing plant or warehouse or any portion thereof (together with the land on which it is erected and fixtures comprising a part thereof) which is financed by industrial development bonds which are tax exempt pursuant to Section 103 of the Internal Revenue Code (or which receive similar tax treatment under any subsequent amendments thereto or any successor laws thereof or under any other similar statute of the United States),

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(2) any property which, as evidenced by or determined pursuant to a board resolution, is not of material importance to the total business conducted by us as an entirety or

(3) any portion of a particular property which, as evidenced by or determined pursuant to a board resolution, is not of material importance to the use or operation of such property.

“Restricted Subsidiary” means (a) a Subsidiary of ours (i) substantially all the property of which is located, or substantially all the business of which is carried on, within the United States and (ii) which owns a Principal Property and (b) any Subsidiary Guarantor.

Limitation on Sale and Lease-Back

We will not, nor will we permit any Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by us or any Restricted Subsidiary of any Principal Property of ours or any Restricted Subsidiary (whether such Principal Property is now owned or hereafter acquired) (except for temporary leases for a term of not more than three years and except for leases between us and a Restricted Subsidiary or between Restricted Subsidiaries), which Principal Property has been or is to be sold or transferred by us or such Restricted Subsidiary to such person (herein referred to as a “Sale and Lease-Back Transaction”), unless

(1) we or such Restricted Subsidiary would be entitled, pursuant to the provisions of “—Restrictions on Secured Debt” above, to issue, assume or guarantee Debt secured by a mortgage upon such Principal Property at least equal in amount to the Attributable Debt in respect of such arrangement without equally and ratably securing the Notes, provided, however, that from and after the date on which such arrangement becomes effective the Attributable Debt in respect of such arrangement shall be deemed for all purposes to be Debt subject to the provisions of “—Restrictions on Secured Debt”;

(2) within a period of twelve months before and twelve months after the consummation of the sale and lease-back arrangement, we or any Restricted Subsidiaries expends on the property an amount equal to:

•     the net proceeds of the sale of the real property leased pursuant to the arrangement and we designate this amount as a credit against the arrangement; or

•     part of the net proceeds of the sale of the real property leased pursuant to the arrangement and we designate this amount as a credit against the arrangement and apply an amount equal to the remainder due as described below; or

(3) we shall apply an amount in cash equal to the Attributable Debt in respect of such arrangement to the retirement, within 120 days of the effective date of any such arrangement, of Debt of ours or any Restricted Subsidiary (other than Debt owned by us or any Restricted Subsidiary and other than Debt of ours or any Subsidiary Guarantor which is subordinated to the Notes) which by its terms matures at or is extendible or renewable at the option of the obligor to a date more than twelve months after the date of the creation of such Debt.

“Attributable Debt” means the present value (discounted at the actual percentage rate inherent in such arrangement as determined in good faith by us, compounded semi-annually) of the obligation of a lessee for rental payments during the remaining term of any lease (including any period for which such lease has been extended). Such rental payments shall not include amounts payable by the lessee for maintenance and repairs, insurance, taxes, assessments and similar charges and for contingent rents (such as those based on sales). In case of any lease which is terminable by the lessee upon the payment of a penalty, such rental payments shall also include such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated. Any determination of any actual percentage rate inherent in any such arrangement made in good faith by us shall be binding and conclusive, and the trustee shall have no duty with respect to any determination made under this covenant.

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Consolidation, Merger, Conveyance, Sale of Assets and Other Transfers

We may not consolidate with or merge with or into, whether or not we are the surviving corporation, or sell, assign, convey, transfer or lease our properties and assets substantially as an entirety to any person, unless:

•     the surviving corporation or other person is organized and existing under the laws of the United States or one of the 50 states, any U.S. territory or the District of Columbia, and assumes the obligation to pay the principal of, and premium, if any, and interest (including additional interest, if any) on all the Notes and to perform or observe all covenants of the Indenture; and

•     immediately after the transaction, there is no event of default under the Indenture.

Upon the consolidation, merger or sale, the successor corporation formed by the consolidation, or into which we are merged or to which the sale is made, will succeed to and be substituted for us under the Indenture.

Except as otherwise specified in this “Description of the Exchange Notes”, the Indenture and the terms of the Notes do not contain any covenants designed to afford holders of the Notes protection in a highly leveraged or other transaction involving us, whether or not resulting in a change of control, which may adversely affect holders of the Notes. The Indenture also will not contain any financial ratios or specified levels of net worth or liquidity to which we must adhere.

Modification or Amendment of the Indenture

Supplemental indentures with consent of holders. If we receive the consent of the holders of at least a majority in principal amount of the outstanding debt securities of each series affected, we may enter into supplemental indentures with the trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the holders of such debt securities under the Indenture.

However, unless we receive the consent of all of the affected holders, we may not enter into supplemental indentures that would, with respect to the debt securities of such holders:

•     conflict with the required provisions of the Trust Indenture Act;

•     except as specifically permitted by the terms of such series of debt securities (which for the avoidance of doubt is not permitted with respect to the Notes):

•     change the stated maturity of the principal of, or any installment of interest on, any debt security,

•     reduce the principal amount on any debt security, interest (including additional interest, if any) on any debt security or any premium payable upon redemption; provided, however, that a requirement to offer to repurchase debt securities will not be deemed a redemption for this purpose,

•     change the currency or currencies in which the principal of, any premium or interest (including additional interest, if any) on such debt security is denominated or payable, or

•     impair the right to institute suit for the enforcement of any payment on or after the stated maturity date, or, in the case of redemption, on or after the redemption date;

•     reduce the percentage in principal amount of the debt securities of any series, the consent of whose holders is required for any supplemental indenture or the consent of whose holders is required for any waiver of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences provided in the Indenture; or

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•     modify any provisions of the Indenture relating to waiver of past defaults with respect to that series, except to increase any such percentage or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the holders of each such debt security of each series affected thereby.

Supplemental indentures without consent of holders. Without the consent of any holders, we and the trustee may enter into one or more supplemental indentures for certain purposes, including:

•     to evidence the succession of another corporation to our rights and covenants in the Indenture;

•     to add to our covenants for the benefit of holders of all or any series of debt securities, or to surrender any of our rights or powers conferred in the Indenture;

•     to add any additional events of default;

•     to add or change any provisions to permit or facilitate the issuance of debt securities of any series in uncertificated or bearer form;

•     to change or eliminate any provisions, when there are no outstanding debt securities of any series created before the execution of such supplemental indenture which is entitled to the benefit of the provisions being changed or eliminated;

•     to provide security for or guarantee of the debt securities;

•     to supplement any of the provisions to permit or facilitate the defeasance and discharge of any series of debt securities as long as such action does not adversely affect the interests of the holders of the debt securities;

•     to establish the form or terms of debt securities in accordance with the Indenture;

•     to provide for the acceptance of the appointment of a successor trustee for any series of debt securities or to provide for or facilitate the administration of the trusts under the Indenture by more than one trustee; or

•     to cure any ambiguity, to correct or supplement any provision of the Indenture which may be defective or inconsistent with any other provision, to eliminate any conflict with the Trust Indenture Act or to make any other provisions with respect to matters or questions arising under the Indenture which are not inconsistent with any provision of the Indenture, as long as the additional provisions do not adversely affect the interests of the holders in any respect.

It is not necessary for holders of the debt securities to approve the particular form of any proposed supplemental indenture, but it is sufficient if the holders approve the substance thereof.

A supplemental indenture which changes or eliminates any covenant or other provision of the Indenture with respect to one or more particular series of debt securities, or which modifies the rights of the holders of debt securities of such series with respect to such covenant or other provision, will be deemed not to affect the rights under the Indenture of the holders of debt securities, of any other series.

Events of Default

An event of default with respect to the Notes means:

•     default for 30 days in the payment of any interest (including additional interest, if any) on the Notes when due;

•     default in the payment of the principal of, and any premium on, the Notes when due;

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•     default in the performance, or breach, of any covenant or warranty of ours or any Subsidiary Guarantor in the Notes, any guarantee, any security agreement or the Indenture with respect to the Notes for 90 days after we receive notice from the trustee or the holders of at least 25% in principal amount of the outstanding Notes specifying such default or breach and requiring it to be remedied;

•     certain events of bankruptcy, insolvency or receivership affecting us, any Subsidiary Guarantor or any Restricted Subsidiary; or

•     any Subsidiary Guarantor contests the validity or enforceability of its guarantee or any obligation under a guarantee shall not be (or is claimed by a Subsidiary Guarantor not to be) in full force and effect.

Within 90 days after a default in respect of the Notes, the trustee must give to the holders of the Notes notice of all uncured and unwaived defaults by us known to it. However, except in the case of payment default, the trustee may withhold such notice if it determines that such withholding is in the interest of the holders.

Except as provided below, if an event of default occurs and is continuing in respect of the Notes, the trustee or the holders of at least 25% in principal amount of the outstanding Notes may declare the applicable principal amount of all of the Notes to be immediately due and payable. At any time after such a declaration of acceleration but before a judgment or decree for payment of the money due has been obtained, the holders of a majority in principal amount of the Notes may, subject to specified conditions, rescind and annul such acceleration if all events of default, other than the non-payment of accelerated principal, have been cured or waived as provided in the Indenture.

If an event of default because of certain events of bankruptcy, insolvency or receivership as described above shall occur and be continuing, then the principal amount of all the Notes outstanding shall be and become due and payable immediately, without notice or other action by any holder or the trustee, to the full extent permitted by law.

The holders of a majority in principal amount of the outstanding Notes, on behalf of the holders of the Notes, may waive any past default and its consequences, except that they may not waive an uncured default in the payment of the principal of (or premium, if any) or interest (including additional interest, if any) on the Notes or in respect of a covenant or provision in the Indenture that cannot be modified or amended without the consent of the holder of each outstanding Note affected as described in “—Modification or Amendment of the Indenture” above.

We must file annually with the trustee a statement, signed by specified officers, stating whether or not such officers have knowledge of any default under the Indenture and, if so, specifying each such default and the nature and status of each such default.

Subject to provisions in the Indenture relating to the trustee’s duties in case of default, the trustee is not required to take action at the request of any holders of the Notes, unless such holders have offered to the trustee reasonable security or indemnity.

Subject to indemnification requirements and other limitations set forth in the Indenture, the holders of a majority in principal amount of the outstanding Notes may direct the time, method and place of conducting proceedings for remedies available to the trustee, or exercising any trust or power conferred on the trustee, in respect of the Notes.

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Defeasance; Satisfaction and Discharge

Legal or covenant defeasance. The Indenture provides that we may be discharged from our obligations with respect to the Notes, as described below:

At our option, we may choose one of the following alternatives:

•     We may elect to be discharged from any and all of our obligations in respect of the Notes, except for, among other things, certain obligations to register the transfer or exchange of the Notes, to replace stolen, lost or mutilated Notes, and to maintain paying agencies and certain provisions relating to the treatment of funds held by the trustee for defeasance. We refer to this as “legal defeasance.”

•     Alternatively, we may decide not to comply with the covenants described under the headings “—Restrictions on Secured Debt,” “—Limitation on Sale and Lease-Back” and “—Consolidation, merger, conveyance, sale of assets and other transfers.” Any noncompliance with those covenants will not constitute a default or an event of default with respect to the debt securities of that series. We refer to this as “covenant defeasance.”

In either case, we will be discharged from the applicable obligations if we deposit with the trustee, in trust, sufficient money and/or U.S. Government Obligations (as defined below), in the opinion of a nationally recognized firm of independent public accountants, to pay principal, any premium and interest (including additional interest, if any) on the Notes on the maturity of those payments in accordance with the terms of the Indenture and the Notes. This discharge may occur only if, among other things, we have delivered to the trustee an opinion of counsel or an Internal Revenue Service ruling which provides that the holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the defeasance.

Covenant defeasance and events of default. In the event we exercise our option to effect covenant defeasance with respect to the Notes and the Notes are declared due and payable because of the occurrence of any event of default, the amount of money and/or U.S. Government Obligations on deposit with the trustee will be sufficient to pay amounts due on the Notes on the dates installments of interest or principal are due but may not be sufficient to pay amounts due on the Notes of that series at the time of the acceleration resulting from the event of default. However, we will remain liable for those payments.

“U.S. Government Obligations” generally means securities which are (1) direct obligations of the United States backed by its full faith and credit, or (2) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States, which, in either case, are not callable or redeemable at the option of the issuer thereof, and will also include certain depository receipts.

We may exercise our legal defeasance option even if we have already exercised our covenant defeasance option.

Notices to Registered Holders

Notices to registered holders of the Notes will be sent by mail to the addresses of those holders as they appear in the security register.

Replacement of Securities

We will replace any mutilated Note at the expense of the holder upon surrender of the mutilated debt security to the trustee in the circumstances described in the Indenture. We will replace Notes that are destroyed, stolen or lost at the expense of the holder upon delivery to the trustee of evidence of the destruction, loss or theft of the Notes satisfactory to us and to the trustee in the circumstances described in the Indenture. In the case of a destroyed, lost or stolen Note, an

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indemnity satisfactory to the trustee and us may be required at the expense of the holder of the Note before a replacement debt security will be issued.

Governing Law

The Indenture and the Notes will be governed by, and construed in accordance with, the internal laws of the State of New York.

Regarding the Trustee

Deutsche Bank Trust Company Americas will act as trustee under the Indenture. Deutsche Bank Trust Company Americas is also a trustee for certain of our other debt instruments. From time to time, we may also enter into other banking or other relationships with Deutsche Bank Trust Company Americas.

If the trustee under the Indenture is or becomes one of our creditors, the Indenture limits the right of the trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claims as security or otherwise. The trustee will be permitted to engage in other transactions. However, if after a specified default has occurred and is continuing, if the trustee acquires or has a conflicting interest, it must eliminate such conflict within 90 days or receive permission from the SEC to continue as a trustee or resign.

There may be more than one trustee under the Indenture, each with respect to one or more series of debt securities. Any trustee may resign or be removed with respect to one or more series of debt securities, and a successor trustee may be appointed to act with respect to such series.

If two or more persons are acting as trustee with respect to different series of debt securities, each trustee will be a trustee of a trust under the Indenture separate from the trust administered by any other such trustee. Any action to be taken by the trustee may be taken by each such trustee with respect to, and only with respect to, the one or more series of debt securities for which it is trustee under the Indenture.

Global Notes

The Notes will be issued in global form and will be deposited with, or on behalf of, the Trustee as custodian for The Depository Trust Company (“DTC” or the “Depositary”) and registered in the name of DTC or a nominee of DTC. Any person wishing to own a debt security must do so indirectly through an account with a broker, bank or other financial institution that, in turn, has an account with the depositary.

Special investor considerations for global notes. Under the terms of the Indenture, our obligations with respect to the Notes, as well as the obligations of the trustee, run only to persons who are registered holders of the Notes. For example, once we make payment to the registered holder, we have no further responsibility for that payment even if the recipient is legally required to pass the payment along to an individual investor but fails to do so. As an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s financial institution and of the depositary, as well as general laws relating to transfers of debt securities.

An investor should be aware that when debt securities are issued in the form of global securities:

•     the investor cannot have debt securities registered in his or her own name;

•     the investor cannot receive physical certificates for his or her debt securities;

•     the investor must look to his or her bank or brokerage firm for payments on the debt securities and protection of his or her legal rights relating to the debt securities;

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•     the investor may not be able to sell interests in the debt securities to some insurance or other institutions that are required by law to hold the physical certificates of debt that they own;

•     the depositary’s policies will govern payments, transfers, exchanges and other matters relating to the investor’s interest in the global security; and

•     the depositary will usually require that interests in a global security be purchased or sold within its system using same-day funds.

Neither we nor the trustees have any responsibility for any aspect of the depositary’s actions or for its records of ownership interests in the global security, and neither we nor the trustees supervise the depositary in any way.

Special situations when the global security will be terminated. In a few special situations described below, the global security will terminate, and interests in the global security will be exchanged for physical certificates representing the Notes. After that exchange, the investor may choose whether to hold debt securities directly or indirectly through an account at the investor’s bank or brokerage firm. In that event, investors must consult their banks or brokers to find out how to have their interests in the Notes transferred to their own names so that they may become direct holders.

The special situations where a global security is terminated are:

•     when the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary, unless a replacement is named;

•     when an event of default on the debt securities has occurred and has not been cured; or

•     when and if we decide (subject to the procedures of the depositary) to terminate a global security.

When a global security terminates, the depositary, and not us or one of the trustees, is responsible for deciding the names of the institutions that will be the initial direct holders.

The Depository Trust Company. Purchases of debt securities under the DTC system must be made by or through participants (for example, your broker) who will receive credit for the securities on DTC’s records. The ownership interest of each actual purchaser of each debt security will be recorded on the records of the participant. Beneficial owners of the debt securities will not receive written confirmation from DTC of their purchase. Beneficial owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the participant through which the beneficial owner entered into the transaction. Transfers of ownership interests in the debt securities are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the debt securities except in the event that use of the book-entry system for the debt securities is discontinued.

To facilitate subsequent transfers, all debt securities deposited by participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of debt securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the debt securities; DTC’s records reflect only the identity of the participants to whose accounts the debt securities are credited, which may or may not be the beneficial owners. The participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to participants and by participants to beneficial owners will be governed by arrangements among them, subject to statutory or regulatory requirements as may be in effect from time to time.

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Proceeds, distributions or other payments on the debt securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit participants’ accounts upon DTC’s receipt of funds in accordance with their respective holdings shown on DTC’s records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such participant and not DTC, or us, subject to any statutory or regulatory requirements as may be in effect from time to time.

DTC may discontinue providing its services as depository with respect to the debt securities at any time by giving reasonable notice to us. Under such circumstances, in the event that a successor depository is not obtained, certificates representing the debt securities are required to be printed and delivered. We may decide to discontinue use of the system of book-entry transfers through DTC, or a successor depository. In that event, certificates representing the debt securities will be printed and delivered.

DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants deposit with DTC. DTC also facilitates the post-trade settlement among direct participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between direct participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation, or DTCC. DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The DTC Rules applicable to its Participants are on file with the SEC.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof.

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MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES

To ensure compliance with the requirements imposed by the IRS, holders of the Notes are hereby notified that (i) this written advice was not intended or written to be used, and it cannot be used by any holder, for the purpose of avoiding penalties that may be imposed on the holder; (ii) this written advice was written to support the promotion of marketing of the transactions or matters addressed in this written advice; and (iii) each holder should seek advice based on the holder’s particular circumstances from the holder’s tax advisor.

The following is a general discussion of material U.S. federal income and, in the case of non-U.S. holders (as defined below), estate tax consequences to a holder relevant to the exchange of original notes for exchange notes in the exchange offer and the ownership and disposition of the exchange notes as of the date hereof. This discussion is limited to holders of exchange notes as capital assets (generally assets held for investment purposes) and to holders who acquired original notes in their original issuance for cash at the initial offering price.

This discussion does not address all of the U.S. federal income tax consequences that may be relevant to a holder in light of such holder’s particular circumstances. This discussion also does not address the U.S. federal income tax consequences to holders subject to special treatment under U.S. federal income tax laws, such as tax-exempt organizations, holders subject to the U.S. federal alternative minimum tax, dealers or traders in securities or currencies, financial institutions, insurance companies, regulated investment companies, real estate investment trusts, certain former citizens or residents of the United States, controlled foreign corporations, passive foreign investment companies, partnerships, S corporations or other pass-through entities, persons whose functional currency is not the U.S. dollar and persons that hold the exchange notes in connection with a straddle, hedging, conversion or other risk-reduction transaction. This discussion does not address the tax consequences arising under any state, local or foreign law.

The U.S. federal income tax consequences set forth below are based upon the Internal Revenue Code of 1986, as amended, or the Code, Treasury regulations promulgated thereunder, court decisions, and rulings and pronouncements of the Internal Revenue Service, or the IRS, all as in effect on the date hereof and all of which are subject to change, possibly on a retroactive basis. We have not sought any ruling from the IRS with respect to statements made and conclusions reached in this discussion, and there can be no assurance that the IRS will agree with such statements and conclusions.

As used herein, the term “U.S. holder” means a beneficial owner of an exchange note that is for U.S. federal income tax purposes:

•     an individual who is a citizen or resident of the United States;

•     a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or of any state therein or the District of Columbia;

•     an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•     a trust, if a court within the United States is able to exercise primary jurisdiction over its administration and one or more U.S. persons have authority to control all of its substantial decisions, or if the trust has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

As used herein, the term “non-U.S. holder” means a beneficial owner of an exchange note (other than a partnership) that is not a U.S. holder.

If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of an exchange note, the tax treatment of a partner in the partnership

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generally will depend upon the status of the partner and the activities of the partnership. Accordingly, partnerships that hold our exchange notes and partners in such partnerships should consult their tax advisors.

You should consult your own tax advisors regarding application of U.S. federal tax laws, as well as the tax laws of any state local or foreign jurisdiction, to the exchange offer (and to owning and disposing of the exchange notes) in light of your particular circumstances.

The Exchange Offer

The exchange of your original notes for exchange notes pursuant to the exchange offer should not be treated as a taxable exchange for U.S. federal income tax purposes. As a result, (1) you should not recognize gain or loss from exchanging your original notes; (2) your holding period for the exchange notes should include your holding period for the original notes; and (3) your adjusted tax basis in the exchange notes should be the same as your adjusted tax basis in the original notes immediately before the exchange.

U.S. Holders

Payments of Interest

You will be required to recognize as ordinary income any interest received or accrued on the exchange notes, in accordance with your regular method of tax accounting.

In certain circumstances, we may be obligated to pay amounts in excess of stated interest or principal on the exchange notes. For example, a premium may be payable on change of control redemptions. See “Description of the Exchange Notes—Offer to Redeem Upon Change of Control Triggering Event.” According to Treasury regulations, the possibility that any such payments in excess of stated interest or principal will be made will not affect the amount of interest income you recognized if there is only a remote chance as of the date the notes were issued that such payments will be made. We believe the likelihood that we will be obligated to make any such payments is remote. Therefore, we do not intend to treat the potential payment of a premium pursuant to the change of control provisions as part of the yield to maturity of any notes. Our determination that these contingencies are remote is binding on you unless you disclose your contrary position in the manner required by applicable Treasury regulations. Our determination is not binding on the IRS, and if the IRS successfully challenged this determination, you could be required to treat any gain recognized on the sale or disposition of an exchange note as ordinary income and the timing and amount of income inclusions could be different from the consequences discussed herein.

We have the option to repurchase the exchange notes under certain circumstances at a premium to the issue price. See “Description of the Exchange Notes—Optional Redemption.” Under special rules governing this type of unconditional option, because the exercise of the option would increase the yield on the exchange notes, we will be deemed not to exercise the option, and the possibility of this redemption premium will not affect the amount of income recognized by you in advance of receipt of any such redemption premium.

Sale, Redemption, Exchange or Other Taxable Disposition of Notes

Generally, you will recognize capital gain or loss on the sale, redemption, exchange or other taxable disposition of an exchange note. Your gain or loss will equal the difference between the proceeds you receive (other than proceeds attributable to accrued interest) and your adjusted tax basis in the exchange note. The proceeds you receive will include the amount of any cash and the fair market value of any other property received for the exchange note. The portion of any proceeds that is attributable to accrued interest will not be taken into account in computing your capital gain or loss. Instead, that portion will be recognized as ordinary interest income to the extent that you have not previously included the accrued interest in income. In general, your tax basis in a note is

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its cost decreased by any principal payments you received with respect to such note. The gain or loss you recognized on a disposition of an exchange note will be long-term capital gain or loss if you have held the note for more than one year. Under current U.S. federal income tax law, net long-term capital gains of non-corporate U.S. holders (including individuals) are eligible for taxation at preferential rates. The deductibility of capital losses is subject to limitation.

Information Reporting and Backup Withholding

Generally, you will be subject to information reporting on payments of interest on the exchange notes and the proceeds from a sale or other disposition of the exchange notes. Unless you are an exempt recipient such as a corporation, a backup withholding tax (currently at a rate of 28%) may apply to such payments if you: (i) fail to furnish a taxpayer identification number, or TIN, within a reasonable time after a request therefore; (ii) furnish an incorrect TIN; (iii) are notified by the IRS that you have failed to report interest or dividends properly; or (iv) failed, under certain circumstances, to provide a certified statement, signed under penalty of perjury, that the TIN provided is correct and that you are not subject to backup withholding.

Backup withholding is not an additional tax. Any amount withheld from a payment under these rules will be allowed as a credit against your U.S. federal income tax liability and may entitle you to a refund, provided that the required information is furnished timely to the IRS.

Non-U.S. Holders

Payments of Interest

Interest paid on a note will qualify for the “portfolio interest exemption” and will not be subject to U.S. federal income tax or withholding tax, provided that such interest income is not effectively connected with your conduct of a U.S. trade or business and provided that you:

•     do not actually or by attribution own 10% or more of the combined voting power of all classes of our stock entitled to vote;

•     are not a controlled foreign corporation for U.S. federal income tax purposes that is related to us actually or by attribution through stock ownership;

•     are not a bank that acquired the exchange notes in consideration for an extension of credit made pursuant to a loan agreement entered into in the ordinary course of business; and

•     either (a) provide a Form W-8BEN (or a suitable substitute form) signed under penalties of perjury that includes your name and address, and certifies to your non-United States status in compliance with applicable law and regulations, or (b) a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business provides a statement to us or our agent under penalties of perjury in which it certifies that it has received such a Form W-8 (or a suitable substitute form) from you or qualifying intermediary and furnishes us or our agent with a copy. The Treasury regulations provide special certification rules for notes held by a foreign partnership and other intermediaries.

If you cannot satisfy the requirements described above, payments of interest made to you will be subject to the 30% U.S. federal withholding tax unless you provide us with a properly executed IRS Form W-8BEN claiming an exemption from (or a reduction of) withholding under the benefit of a treaty.

If you are engaged in a trade or business in the United States and interest on an exchange note is effectively connected with the conduct of that trade or business, you generally will not be subject to withholding if you comply with applicable IRS certification requirements by delivering a properly executed IRS Form W-8ECI, and you generally will be subject to U.S. federal income tax on a net income basis at regular graduated rates in the same manner as if you were a U.S. holder described

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above. If you are eligible for the benefits of an income tax treaty between the United States and your country of residence, any interest income that is effectively connected with a U.S. trade or business will be subject to U.S. federal income tax in the manner specified by the treaty and generally will only be subject to tax if such income is attributable to a permanent establishment (or fixed base in the case of an individual) maintained by you in the United States and you claim the benefit of the treaty by properly submitting an IRS Form W-8BEN. If you are a corporation, effectively connected income also may be subject to the branch profits tax, which generally is imposed on a foreign corporation on the deemed repatriation from the United States of effectively connected earnings and profits at a rate equal to 30% (or such lower rate as may be prescribed by an applicable tax treaty).

Sale, Redemption, Exchange or Other Taxable Disposition of Notes

You generally will not be subject to the 30% U.S. federal withholding tax on any gain you realize on the sale, redemption, exchange or other disposition of an exchange note.

Any gain you realize on the disposition of an exchange note generally will not be subject to U.S. federal income tax unless:

•     the gain is effectively connected with your conduct of a trade or business in the United States and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment; or

•     you are present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met.

Information Reporting and Backup Withholding

Generally, we must report annually to the IRS and to you the amount of interest paid to you and the amount of tax, if any, withheld with respect to those payments. These information reporting requirements apply even if withholding is not required. Pursuant to tax treaties or other agreements, the IRS may make such information available to tax authorities in your country of residence. The payment of proceeds from the sale or other disposition of the exchange notes by a broker is generally not subject to information reporting if:

•     the beneficial owner of the notes certifies the owner’s non-U.S. status under penalties of perjury by providing a properly executed IRS Form W-8BEN or otherwise establishes an exemption; or

•     the sale or other disposition of the notes is effected outside the United States by a foreign office, unless the broker is:

•     a U.S. person;

•     a foreign person that derives 50% or more of its gross income for certain periods from activities that are effectively connected with the conduct of a trade or business in the United States;

•     a controlled foreign corporation for U.S. federal income tax purposes; or

•     a foreign partnership more than 50% of the capital or profits of which is owned by one or more U.S. persons or which engages in a U.S. trade or business.

Backup withholding (currently at a rate of 28%) is required only on payments that are subject to the information reporting requirements, discussed above, and only if other requirements are satisfied. Even if the payment of proceeds from the sale or other disposition of notes is subject to the information reporting requirements, the payment of proceeds from a sale or other disposition outside the United States will not be subject to backup withholding unless the payor has actual knowledge that the payee is a U.S. person. Backup withholding does not apply when any other

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provision of the Code requires withholding. For example, if interest is subject to the withholding tax described above under “Payments of Interest,” backup withholding will not also be imposed. Thus, backup withholding may be required on payments subject to information reporting, but not otherwise subject to withholding.

Backup withholding is not an additional tax. Any amount withheld from a payment under these rules will be allowed as a credit against your U.S. federal income tax liability and may entitle you to a refund, provided that the required information is furnished timely to the IRS.

U.S. Estate Tax

Exchange notes held, or treated as held, by an individual who is not a citizen or resident of the United States, as specifically defined for U.S. federal estate tax purposes, at the time of death will not be included in the decedent’s gross estate for U.S. federal estate tax purposes, provided that, at the time of death, (1) the non-U.S. holder does not own, actually or by attribution, 10% or more of the total combined voting power of all classes of our stock entitled to vote, and (2) payments with respect to such notes would not have been effectively connected with the conduct of a trade or business within the United States by such holder. In addition, the U.S. estate tax may not apply with respect to such note under the terms of an applicable estate tax treaty.

The U.S. federal income and estate tax discussion set forth above is included for general information only and may not be applicable depending upon your particular situation. You should consult your own tax advisors with respect to the tax consequences to you of your ownership and disposition of the exchange notes, including the tax consequences under state, local, foreign and other tax laws and the possible effects of changes in federal or other tax laws.

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PLAN OF DISTRIBUTION

The distribution of this prospectus and the offer and sale of the exchange notes may be restricted by law in certain jurisdictions. Persons who come into possession of this prospectus or any of the exchange notes must inform themselves about and observe any such restrictions. You must comply with all applicable laws and regulations in force in any jurisdiction in which you purchase, offer or sell the exchange notes or possess or distribute this prospectus and, in connection with any purchase, offer or sale by you of the exchange notes, must obtain any consent, approval or permission required under the laws and regulations in force in any jurisdiction to which you are subject or in which you make such purchase, offer or sale.

In reliance on interpretations of the staff of the SEC set forth in no-action letters issued to third parties in similar transactions, we believe that the exchange notes issued in the exchange offer in exchange for the outstanding notes may be offered for resale, resold and otherwise transferred by holders without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the exchange notes are acquired in the ordinary course of such holders’ business and the holders are not engaged in and do not intend to engage in and have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of exchange notes. This position does not apply to any holder that is:

•     an “affiliate” of Ralcorp within the meaning of Rule 405 under the Securities Act; or

•     a broker-dealer.

All broker-dealers receiving exchange notes in the exchange offer are subject to a prospectus delivery requirement with respect to resales of the exchange notes. Each broker-dealer receiving exchange notes for its own account in the exchange offer must represent that the outstanding notes to be exchanged for the exchange notes were acquired by it as a result of market-making activities or other trading activities and acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any offer to resell, resale or other retransfer of the exchange notes pursuant to the exchange offer. However, by so acknowledging and by delivering a prospectus, the participating broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. We have agreed that, for a period ending upon the earlier of (i) 180 days after the consummation of the exchange offer or (ii) the date broker-dealers are no longer required to deliver a prospectus in connection with resales, subject to extension under limited circumstances, we will use all commercially reasonable efforts to keep the exchange offer registration statement effective and make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with such resales. To date, the SEC has taken the position that broker-dealers may use a prospectus such as this one to fulfill their prospectus delivery requirements with respect to resales of exchange notes received in an exchange such as the exchange pursuant to the exchange offer, if the outstanding notes for which the exchange notes were received in the exchange were acquired for their own accounts as a result of market-making or other trading activities.

We will not receive any proceeds from any sale of the exchange notes by broker-dealers. Broker-dealers acquiring exchange notes for their own accounts may sell the notes in one or more transactions in the over-the-counter market, in negotiated transactions, through writing options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of such exchange notes.

Any broker-dealer that held outstanding notes acquired for its own account as a result of market-making activities or other trading activities, that received exchange notes in the exchange offer, and that participates in a distribution of exchange notes may be deemed to be an

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“underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. Any profit on these resales of exchange notes and any commissions or concessions received by a broker-dealer in connection with these resales may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not admit that it is an “underwriter” within the meaning of the Securities Act.

We have agreed to pay all expenses incidental to our participation in the exchange offer, including the reasonable fees and expenses of one counsel for the holders of outstanding notes and the initial purchasers, other than commissions or concessions of any broker-dealers and will indemnify holders of the outstanding notes, including any broker-dealers, against specified types of liabilities, including liabilities under the Securities Act. We note, however, that in the opinion of the SEC, indemnification against liabilities under federal securities laws is against public policy and may be unenforceable.

LEGAL MATTERS

Bryan Cave LLP, St. Louis, Missouri will pass upon certain legal matters in connection with the exchange notes offered hereby.

EXPERTS

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this Prospectus by reference to Ralcorp Holdings, Inc.’s Current Report on Form 8-K filed February 5, 2010 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The financial statements of the Post Cereals Business as of 2007 and 2006 and for each of the three years in the period ended December 29, 2007, incorporated in this prospectus by reference to Ralcorp Holdings, Inc.’s Current Report on Form 8-K dated August 8, 2008, have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report incorporated herein.

WHERE YOU CAN FIND MORE INFORMATION

The Securities and Exchange Commission, or SEC, allows certain information to be “incorporated by reference” into this document. The information incorporated by reference is deemed to be part of this document, except for any information superseded or modified by information contained directly in this document or in any document subsequently filed by Ralcorp that is also incorporated or deemed to be incorporated by reference. This prospectus incorporates by reference the documents set forth below that Ralcorp has filed with the SEC and any future filings by Ralcorp under sections 13(a), 13(c), 14 or 15(d) of the Exchange Act from February 5, 2010 (the date we most recently filed the registration statement to which this prospectus relates) and prior to the termination of the exchange offer except for any information therein which has been “furnished” rather than “filed” and any sections thereof which project future results or performance, which shall not be incorporated herein. Subsequent filings with the SEC will automatically modify and supersede information in this document. These documents contain important information about Ralcorp and its business and financial condition:

•     Ralcorp’s Annual Report on Form 10-K for the fiscal year ended September 30, 2009, filed on Form 10-K with the SEC on November 30, 2009;

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•     Ralcorp’s Definitive Proxy Statement, as amended, filed on Schedule 14A/A with the SEC on December 1, 2009;

•     Ralcorp’s Quarterly Report on Form 10-Q filed with the SEC on February 4, 2010; and

•     Ralcorp’s Current Reports on Form 8-K filed with the SEC on August 8, 2008, October 15, 2009, November 10, 2009, November 23, 2009, December 14, 2009 and February 5, 2010 (except, in any such case, the portions furnished and not filed pursuant to Item 2.02, Item 7.01 or otherwise).

We encourage you to read our periodic and current reports, as they provide additional information about us which prudent investors find important. All of these documents (except for exhibits unless specifically incorporated by reference therein) are also available to shareholders at no charge upon request sent to Ralcorp Holdings, Inc., Attn: Corporate Secretary, 800 Market Street, Suite 2800, St. Louis, Missouri 63101, telephone: (314) 877-7046.

You may read and copy all or any portion of the periodic reports, proxy statements, registration statements and other information filed by Ralcorp at the offices of the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public reference rooms. The SEC maintains a website, www.sec.gov, that contains reports, proxy and prospectus and other information regarding registrants, such as Ralcorp, that file electronically with the SEC. These periodic reports, proxy statements and other information will be available for inspection and copying at the SEC’s public reference rooms and the SEC’s website. You can also find additional information about Ralcorp at www.ralcorp.com. Information on our website does not constitute part of this document.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.  Indemnification of Directors and Officers.

We are a Missouri corporation. Sections 351.355(1) and (2) of the General and Business Corporation law of Missouri (the “GBCL”) provide that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Notwithstanding the foregoing, in the case of an action or suit by or in the right of the corporation, no person shall be indemnified as to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless and only to the extent that the court in which the action or suit was brought determines upon application that, despite the adjudication of liability and in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses which the court shall deem proper.

Our restated articles of incorporation generally provide that the corporation shall indemnify each person (other than a party plaintiff suing on his or her own behalf or in the right of the corporation) who at any time is serving or has served as a director or officer of the corporation against any claim, liability or expense incurred as a result of such service or as a result of any other service on behalf of the corporation, or service at the request of the corporation as a director, officer, employee, member, or agent of another corporation, partnership, joint venture, trust, trade, or industry association, or other enterprise (whether incorporated or unincorporated, for-profit or not-for-profit) to the maximum extent permitted by law. This indemnification includes, but is not limited to, indemnification of any such person (other than a party plaintiff suing on his or her behalf or in the right of the corporation), who was or is a party or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the corporation) by reason of such service, against expenses (including, without limitation, attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding.

Our restated articles of incorporation further generally provide that the corporation may indemnify any person (other than a party plaintiff suing on his or her own behalf or in the right of the corporation) who at any time is serving or has served as an employee or agent of the corporation against any claim, liability or expense incurred as a result of such service or as a result of any other service on behalf of or at the request of the corporation as a director, officer, employee, member or agent of another corporation, partnership, joint venture, trust, trade, or industry association, or other enterprise (whether incorporated or unincorporated, for-profit or not-for-profit), to the maximum extent permitted by law or to such lesser extent as the corporation, in its discretion, may deem

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appropriate. Without limiting the generality of the foregoing, the corporation may indemnify any such person (other than a party plaintiff suing on his or her own behalf or in the right of the corporation), who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, an action by or in the right of the corporation) by reason of such service, against expenses (including, without limitation, attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding.

Section 351.355(3) of the GBCL provides that, except as otherwise provided in the corporation’s articles of incorporation or the bylaws, to the extent a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding or any claim, issue or matter therein, he shall be indemnified against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the action, suit or proceeding. Our restated articles of incorporation provide that such indemnification shall be mandatory.

Section 351.355(5) of the GBCL provides that expenses incurred in defending any civil, criminal, administrative or investigative action, suit, or proceeding may be paid by the corporation in advance of the final disposition of the action, suit, or proceeding as authorized by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation as authorized in that section. Our restated articles of incorporation provide that such expenses incurred by a director or officer in defending a civil or criminal action, suit, proceeding or claim shall be paid by us in advance of the final disposition of such action, suit, proceeding or claim, and expenses incurred by a person who is or was an employee or agent in defending a civil or criminal action, suit, proceeding or claim may be paid by us in advance of the final disposition of such action, suit, proceeding or claim as authorized by or at the direction of the board of directors, in either case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, if it shall ultimately be finally determined that such person is not entitled to be indemnified by us as authorized in or pursuant to the restated articles.

Section 351.355(7) of the GBCL provides that a corporation may provide additional indemnification to any indemnifiable person, provided such additional indemnification is authorized by the corporation’s articles of incorporation or an amendment thereto or by a shareholder-approved bylaw or agreement, provided further that no person shall thereby be indemnified against conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

Our restated articles of incorporation provide that the liability of our directors to us, its shareholders or otherwise is limited to the fullest extent permitted by the GBCL. Consequently, should the GBCL or any other applicable law be amended or adopted hereafter so as to permit the elimination or limitation of such liability, the liability of the directors of the corporation shall be so eliminated or limited without the need for amendment to our restated articles of incorporation or further action on the part of the shareholders of the corporation. Any change to our restated articles of incorporation affecting this limitation on liability must be approved by the affirmative vote of not less than 85% of all of the outstanding shares of capital stock entitled to vote in the election of directors voting together as a single class.

Our restated articles of incorporation provide that the corporation is authorized from time to time, without further action by the shareholders of the corporation, to enter into agreements with any director, officer, employee or agent of the corporation providing such rights of indemnification as the corporation may deem appropriate, up to the maximum extent permitted by law. We have entered into indemnification contracts with its directors and officers. Pursuant to those agreements,

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we have agreed to indemnify the directors to the full extent authorized or permitted by the GBCL. The agreements also provide for the advancement of expenses of defending any civil or criminal action, claim, suit or proceeding against the director and for repayment of such expenses by the director if it is ultimately judicially determined that the director is not entitled to such indemnification.

Section of 351.355(8) of the GBCL provides that a corporation may purchase and maintain insurance or another arrangement on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of that section. Without limiting the power of the corporation to procure or maintain any kind of insurance or other arrangement the corporation may for the benefit of persons indemnified by the corporation create a trust fund, establish any form of self insurance, secure its indemnity obligation by grant of a security interest or other lien on the assets of the corporation, or establish a letter of credit, guaranty, or surety arrangement. The insurance or other arrangement may be procured, maintained, or established within the corporation or with any insurer or other person deemed appropriate by the board of directors regardless of whether all or part of the stock or other securities of the insurer or other person are owned in whole or in part by the corporation. That section also provides that in the absence of fraud the judgment of the board of directors as to the terms and conditions of the insurance or other arrangement and the identity of the insurer or other person participating in an arrangement shall be conclusive and the insurance or arrangement shall not be voidable and shall not subject the directors approving the insurance or arrangement to liability on any ground regardless of whether directors participating in the approval are beneficiaries of the insurance arrangement.

Our restated articles of incorporation provide that the corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or who is or was otherwise serving on behalf of the corporation in any capacity or at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, trade or industry association or other enterprise (whether incorporated or unincorporated, for-profit or not-for-profit) against any claim, liability or expense asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability. We have purchased directors’ and officers’ insurance which protects each director and officer from liability for actions taken in their capacity as directors or officers. This insurance may provide broader coverage for such individuals than may be required by the provisions of our restated articles of incorporation.

The foregoing represents a summary of the general effect of the indemnification provisions of the GBCL, our restated articles of incorporation and such agreements and insurance. Additional information regarding indemnification of directors and officers can be found in Section 351.355 of the GBCL, our restated articles of incorporation and any pertinent agreements.

Item 21.  Exhibits and Financial Statement Schedules.

(a) Exhibits. Reference is made to the Index of Exhibits filed as part of this registration statement.

(b) Financial Statement Schedules. All schedules have been omitted because they are not applicable or because the required information is shown in the financial statements or notes thereto.

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Item 22.  Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities and Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(d) The registrant undertakes that every prospectus (i) that is filed pursuant to paragraph (c) immediately preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

(e) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(f) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(g) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on February 5, 2010.

RALCORP HOLDINGS, INC.

By: /s/  K. J. Hunt
Name: K. J. Hunt
Title: Co-Chief Executive Officer
and President By: /s/  D. P. Skarie
Name: D. P. Skarie
Title: Co-Chief Executive Officer
and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints G. A. Billhartz and T. G. Granneman and any one or more of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  K. J. Hunt K. J. Hunt	Director and Co-Chief Executive Officer and President (Principal Executive Officer)	February 5, 2010
/s/  D. P. Skarie D. P. Skarie	Director and Co-Chief Executive Officer and President (Principal Executive Officer)	February 5, 2010
/s/  T. G. Granneman T. G. Granneman	Corporate Vice President and Controller (Principal Financial Officer and Principal Accounting Officer)	February 5, 2010
/s/  B. G. Armstrong B. G. Armstrong	Director	February 5, 2010
/s/  D. R. Banks D. R. Banks	Director	February 5, 2010

II-6

Signature	Title	Date
/s/  J. W. Goodall J. W. Goodall	Director	February 5, 2010
/s/  D. W. Kemper D. W. Kemper	Director	February 5, 2010
/s/  J. P. Mulcahy J. P. Mulcahy	Director	February 5, 2010
/s/  W. P. Stiritz W. P. Stiritz	Director	February 5, 2010
/s/  D. R. Wenzel D. R. Wenzel	Director	February 5, 2010

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on February 5, 2010.

BLOOMFIELD BAKERS, A

CALIFORNIA LIMITED

PARTNERSHIP

By:	Maggie Acquisition Corp., its General Partner
By:	/s/  D. P. Skarie

Name:     D. P. Skarie

Title:  Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints G. A. Billhartz and T. G. Granneman and any one or more of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  D. P. Skarie D. P. Skarie	Chief Executive Officer of Maggie Acquisition Corp. (Principal Executive Officer)	February 5, 2010
/s/  T. G. Granneman T. G. Granneman	Director and Vice President of Maggie Acquisition Corp. (Principal Financial Officer and Principal Accounting Officer)	February 5, 2010
/s/  G. A. Billhartz G. A. Billhartz	Director of Maggie Acquisition Corp.	February 5, 2010
/s/  S. Monette S. Monette	Director of Maggie Acquisition Corp.	February 5, 2010

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on February 5, 2010.

BREMNER FOOD GROUP, INC.

By:  /s/  K. J. Hunt

Name:     K. J. Hunt

Title:  Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints G. A. Billhartz and T. G. Granneman and any one or more of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  K. J. Hunt K. J. Hunt	Director and Chief Executive Officer (Principal Executive Officer)	February 5, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 5, 2010
/s/  D. P. Skarie D. P. Skarie	Director	February 5, 2010
/s/  G. A. Billhartz G. A. Billhartz	Director	February 5, 2010

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on February 5, 2010.

COMMUNITY SHOPS, INC.

By:  /s/  K. J. Hunt

Name:     K. J. Hunt

Title:  Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints G. A. Billhartz and T. G. Granneman and any one or more of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  K. J. Hunt K. J. Hunt	Director and Chief Executive Officer and President (Principal Executive Officer)	February 5, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 5, 2010
/s/  D. P. Skarie D. P. Skarie	Director	February 5, 2010
/s/  G. A. Billhartz G. A. Billhartz	Director	February 5, 2010

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on February 5, 2010.

COTTAGE BAKERY, INC.

By:  /s/  K. J. Hunt

Name:     K. J. Hunt

Title:  Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints G. A. Billhartz and T. G. Granneman and any one or more of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  K. J. Hunt K. J. Hunt	Director and Chief Executive Officer (Principal Executive Officer)	February 5, 2010
/s/  T. G. Granneman T. G. Granneman	Director and Vice President (Principal Financial Officer and Principal Accounting Officer)	February 5, 2010
/s/  S. Monette S. Monette	Director	February 5, 2010
/s/  D. P. Skarie D. P. Skarie	Director	February 5, 2010
/s/  G. A. Billhartz G. A. Billhartz	Director	February 5, 2010

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on February 5, 2010.

FLAVOR HOUSE PRODUCTS, INC.

By:  /s/  K. J. Hunt

Name:     K. J. Hunt

Title:  Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints G. A. Billhartz and T. G. Granneman and any one or more of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  K. J. Hunt K. J. Hunt	Director and Chief Executive Officer and President (Principal Executive Officer)	February 5, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 5, 2010
/s/  D. P. Skarie D. P. Skarie	Director	February 5, 2010
/s/  G. A. Billhartz G. A. Billhartz	Director	February 5, 2010

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on February 5, 2010.

HARVEST MANOR FARMS, LLC

By: Flavor House Products, Inc., its Sole Member

By:  /s/  K. J. Hunt

Name:     K. J. Hunt

Title:  Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints G. A. Billhartz and T. G. Granneman and any one or more of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  K. J. Hunt K. J. Hunt	Chief Executive Officer (Principal Executive Officer)	February 5, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 5, 2010

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on February 5, 2010.

HERITAGE WAFERS, LLC

By: Ripon Foods, Inc., its Sole Member

By:  /s/  K. J. Hunt

Name:     K. J. Hunt

Title:  Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints G. A. Billhartz and T. G. Granneman and any one or more of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  K. J. Hunt K. J. Hunt	Director and Chief Executive Officer and President (Principal Executive Officer)	February 5, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 5, 2010
/s/  D. P. Skarie D. P. Skarie	Director	February 5, 2010
/s/  G. A. Billhartz G. A. Billhartz	Director	February 5, 2010

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on February 5, 2010.

LOFTHOUSE BAKERY PRODUCTS, INC.

By:  /s/  K. J. Hunt

Name:     K. J. Hunt

Title:  Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints G. A. Billhartz and T. G. Granneman and any one or more of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  K. J. Hunt K. J. Hunt	Director and Chief Executive Officer and President (Principal Executive Officer)	February 5, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 5, 2010
/s/  S. Monette S. Monette	Director	February 5, 2010
/s/  G. A. Billhartz G. A. Billhartz	Director	February 5, 2010

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on February 5, 2010.

LOVIN OVEN, LLC

By: Maggie Acquisition Corp, its Sole Member

By:  /s/  D. P. Skarie

Name:     D. P. Skarie

Title:  Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints G. A. Billhartz and T. G. Granneman and any one or more of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  D. P. Skarie D. P. Skarie	Manager and Chief Executive Officer and President (Principal Executive Officer)	February 5, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 5, 2010
/s/  K. J. Hunt K. J. Hunt	Manager	February 5, 2010
/s/  G. A. Billhartz G. A. Billhartz	Manager	February 5, 2010

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on February 5, 2010.

MEDALLION FOODS, INC.

By:  /s/  D. P. Skarie

Name:     D. P. Skarie

Title:  Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints G. A. Billhartz and T. G. Granneman and any one or more of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  D. P. Skarie D. P. Skarie	Director and Chief Executive Officer (Principal Executive Officer)	February 5, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 5, 2010
/s/  K. J. Hunt K. J. Hunt	Director	February 5, 2010
/s/  G. A. Billhartz G. A. Billhartz	Director	February 5, 2010

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on February 5, 2010.

NUTCRACKER BRANDS, INC.

By:  /s/  K. J. Hunt

Name:     K. J. Hunt

Title:  Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints G. A. Billhartz and T. G. Granneman and any one or more of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  K. J. Hunt K. J. Hunt	Director and Chief Executive Officer (Principal Executive Officer)	February 5, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 5, 2010
/s/  D. P. Skarie D. P. Skarie	Director	February 5, 2010
/s/  G. A. Billhartz G. A. Billhartz	Director	February 5, 2010

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on February 5, 2010.

PARCO FOODS, L.L.C.

By: RH Financials Corp., its Sole Member

By:  /s/  K. J. Hunt

Name:     K. J. Hunt

Title:  Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints G. A. Billhartz and T. G. Granneman and any one or more of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  K. J. Hunt K. J. Hunt	Manager and Chief Executive Officer and President (Principal Executive Officer)	February 5, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 5, 2010
/s/  D. P. Skarie D. P. Skarie	Manager	February 5, 2010
/s/  G. A. Billhartz G. A. Billhartz	Manager	February 5, 2010

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on February 5, 2010.

POST FOODS, LLC
By: Ralcorp Holdings, Inc., its Sole Member
By: /s/  K. J. Hunt	By: /s/  D. P. Skarie
Name: K. J. Hunt	Name: D. P. Skarie
Title: Co-Chief Executive Officer and President	Title: Co-Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints G. A. Billhartz and T. G. Granneman and any one or more of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  D. P. Skarie D. P. Skarie	Chief Executive Officer and President(Principal Executive Officer)	February 5, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 5, 2010

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on February 5, 2010.

RALCORP FROZEN BAKERY PRODUCTS, INC.

By:  /s/  K. J. Hunt

Name:     K. J. Hunt

Title:  Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints G. A. Billhartz and T. G. Granneman and any one or more of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  K. J. Hunt K. J. Hunt	Director and Chief Executive Officer (Principal Executive Officer)	February 5, 2010
/s/  T. G. Granneman T. G. Granneman	Director and Vice President (Principal Financial Officer and Principal Accounting Officer)	February 5, 2010
/s/  C. G. Huber. Jr. C. G. Huber. Jr.	Director	February 5, 2010
/s/  S. Monette S. Monette	Director	February 5, 2010
/s/  D. P. Skarie D. P. Skarie	Director	February 5, 2010

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on February 5, 2010.

RH FINANCIAL CORPORATION

By:  /s/  K. J. Hunt

Name:     K. J. Hunt

Title:  Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints G. A. Billhartz and T. G. Granneman and any one or more of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  K. J. Hunt K. J. Hunt	Director and Chief Executive Officer (Principal Executive Officer)	February 5, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 5, 2010
/s/  S. Monette S. Monette	Director	February 5, 2010
/s/  G. A. Billhartz G. A. Billhartz	Director	February 5, 2010

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on February 5, 2010.

RIPON FOODS, INC.

By:  /s/  K. J. Hunt

Name:     K. J. Hunt

Title:  Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints G. A. Billhartz and T. G. Granneman and any one or more of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  K. J. Hunt K. J. Hunt	Director and Chief Executive Officer and President (Principal Executive Officer)	February 5, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 5, 2010
/s/  D. P. Skarie D. P. Skarie	Director	February 5, 2010
/s/  G. A. Billhartz G. A. Billhartz	Director	February 5, 2010

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on February 5, 2010.

SUGAR KAKE COOKIE INC.

By:  /s/  K. J. Hunt

Name:     K. J. Hunt

Title:  Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints G. A. Billhartz and T. G. Granneman and any one or more of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  K. J. Hunt K. J. Hunt	Director and Chief Executive Officer and President (Principal Executive Officer)	February 5, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 5, 2010
/s/  D. P. Skarie D. P. Skarie	Director	February 5, 2010
/s/  G. A. Billhartz G. A. Billhartz	Director	February 5, 2010

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on February 5, 2010.

THE BUN BASKET, INC.

By:  /s/  K. J. Hunt

Name:     K. J. Hunt

Title:  Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints G. A. Billhartz and T. G. Granneman and any one or more of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  K. J. Hunt K. J. Hunt	Director and Chief Executive Officer and President (Principal Executive Officer)	February 5, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 5, 2010
/s/  D. P. Skarie D. P. Skarie	Director	February 5, 2010
/s/  G. A. Billhartz G. A. Billhartz	Director	February 5, 2010

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on February 5, 2010.

THE CARRIAGE HOUSE COMPANIES,
INC.

By:  /s/  K. J. Hunt

Name:     K. J. Hunt

Title:  Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints G. A. Billhartz and T. G. Granneman and any one or more of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  K. J. Hunt K. J. Hunt	Director and Chief Executive Officer (Principal Executive Officer)	February 5, 2010
/s/  R. R. Koulouris R. R. Koulouris	President (Principal Executive Officer)	February 5, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	February 5, 2010
/s/  D. P. Skarie D. P. Skarie	Director	February 5, 2010
/s/  G. A. Billhartz G. A. Billhartz	Director	February 5, 2010

II-26

INDEX TO EXHIBITS

Exhibit
Number			Description of Exhibit
	*2	.1	RMT Transaction Agreement dated 11/15/07, by and among Kraft Foods Inc., Cable Holdco Inc., Ralcorp Holdings, Inc. and Ralcorp Mailman LLC (Filed as Exhibit 2.1 to the Company’s Form 8-K filed 11/20/07)
	*3	.1	Restated Articles of Incorporation of Ralcorp Holdings, Inc. (Filed as Exhibit 3.1 to the Company’s Form 10-Q for the period ended December 31, 1996)
	*3	.2	Amended Bylaws of Ralcorp Holdings, Inc. (Filed as Exhibit 99.1 to the Company’s Form 8-K filed September 24, 2009)
	3	.3	Certificate of Limited Partnership of Bloomfield Bakers, A California Limited Partnership
	3	.4	Amended and Restated Limited Partnership Agreement of Bloomfield Bakers, A California Limited Partnership
	3	.5	Articles of Incorporation of Bremner Food Group, Inc.
	3	.6	Bylaws of Bremner Food Group, Inc.
	3	.7	Articles of Incorporation of Community Shops, Inc.
	3	.8	Bylaws of Community Shops, Inc.
	3	.9	Articles of Incorporation of Cottage Bakery, Inc.
	3	.10	Bylaws of Cottage Bakery, Inc.
	3	.11	Articles of Incorporation of Flavor House Products, Inc.
	3	.12	Bylaws of Flavor House Products, Inc.
	3	.13	Certificate of Formation of Harvest Manor Farms, LLC
	3	.14	Limited Liability Company Agreement of Harvest Manor Farms, LLC
	3	.15	Articles of Organization of Heritage Wafers, LLC
	3	.16	Member’s Agreement of Heritage Wafers, LLC
	3	.17	Articles of Incorporation Lofthouse Bakery Products, Inc.
	3	.18	Bylaws of Lofthouse Bakery Products, Inc.
	3	.19	Limited Liability Articles of Organization of Lovin Oven, LLC
	3	.20	Amended and Restated Operating Agreement of Lovin Oven, LLC
	3	.21	Articles of Medallion Foods, Inc.
	3	.22	Bylaws of Medallion Foods, Inc.
	3	.23	Articles of Incorporation of Nutcracker Brands, Inc.
	3	.24	Bylaws of Nutcracker Brands, Inc.
	3	.25	Certificate of Formation of Parco Foods, L.L.C
	3	.26	Operating Agreement of Parco Foods, L.L.C.
	3	.27	Articles of Organization of Post Foods, LLC
	3	.28	Limited Liability Company Agreement of Post Foods, LLC
	3	.29	Articles of Incorporation of Ralcorp Frozen Bakery Products, Inc.
	3	.30	Bylaws of Ralcorp Frozen Bakery Products, Inc.
	3	.31	Articles of Incorporation of RH Financial Corporation
	3	.32	Bylaws of RH Financial Corporation
	3	.33	Articles of Incorporation of Ripon Foods, Inc.
	3	.34	Bylaws of Ripon Foods, Inc.
	3	.35	Articles of Incorporation of Sugar Kake Cookie Inc.
	3	.36	Bylaws of Sugar Kake Cookie Inc.

3	.37	Articles of Incorporation of The Bun Basket, Inc.
3	.38	Bylaws of The Bun Basket, Inc.
3	.39	Articles of Incorporation The Carriage House Companies, Inc.
3	.40	Bylaws of The Carriage House Companies, Inc.
*4	.1	Indenture, dated August 4, 2008, between Cable Holdco, Inc. and Deutsche Bank Trust Company Americas, as trustee (Filed as Exhibit 4.1 to the Company’s Form 8-K filed August 8, 2008)
*4	.2	First Supplemental Indenture, dated August 4, 2008, by and between Ralcorp Mailman LLC and Deutsche Bank Trust Company Americas (Filed as Exhibit 4.2 to the Company’s Form 8-K filed August 8, 2008)
*4	.3	Second Supplemental Indenture, dated August 4, 2008, by and between Ralcorp Holdings, Inc. and Deutsche Bank Trust Company Americas (Filed as Exhibit 4.3 to the Company’s Form 8-K filed August 8, 2008)
*4	.4	Indenture, dated as of August 14, 2009, by and among Ralcorp Holdings, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee (Filed as Exhibit 4.1 to the Company’s Form 8-K filed August 17, 2009)
*4	.5	Supplemental Indenture, dated as of August 14, 2009, by and among Ralcorp Holdings, Inc., the guarantors named therein and Deutsche Bank Trust Company Americas, as trustee (Filed as Exhibit 4.2 to the Company’s Form 8-K filed August 17, 2009)
*4	.6	Registration Rights Agreement, dated as of August 14, 2009 by and among Ralcorp Holdings, Inc., the guarantors named therein, and J.P. Morgan Securities Inc., and Banc of America Securities LLC, as representatives of the initial purchasers (Filed as Exhibit 4.3 to the Company’s Form 8-K filed August 17, 2009)
5	.1	Opinion of Bryan Cave LLP
12	.1	Computation of ratio of earnings to fixed charges
*21		Subsidiaries of the Company (Filed as Exhibit 21 to the Company’s Form 10-K filed November 30, 2009)
23	.1	Consent of PricewaterhouseCoopers LLP
23	.2	Consent of PricewaterhouseCoopers LLP
24		Power of Attorney (Included under Signatures)
25		Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the Trustee under the Senior Secured Indenture
99	.1	Form of Letter of Transmittal
99	.2	Form of Notice of Guaranteed Delivery
99	.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
99	.4	Form of Letter to Clients

* Incorporated by reference

EX-3.3

Exhibit 3.3

Exhibit 3.3 STATE OF CALIFORNIA CERTIFICATE OF LIMITED PARTNERSHIP — FORM LP-1 IMPORTANT — Read instruction on back before completing this form This certificate is presented for filing pursuant to Chapter 3, Article 2, Section 15621, California Corporation Code Name of Limited Partnership LOOMFIELD BAKERS, A California Limited Partnership STREET ADDRESS OF PRINCIPAL EXECUTIVE OFFICE 0711 Bloomfield Street 3. CITY AND STATE Los Alamitos, CA 4. ZIP CODE 90720 STREET ADDRESS OF CALIFORNIA OFFICE IF EXECUTIVE OFFICE IN ANOTHER STATE n/a 6. CITY n/a 7. ZIP CODE n/a COMPLETE IF LIMITED PARTNERSHIP WAS FORMED PRIOR TO JULY 1, 1984 AND IS EXISTENCE ON DATE THIS CERTIFICATE IS EXECUTED THE ORIGINAL LIMITED PARTNERSHIP CERTIFICATE WAS RECORDED ON ___19___WITH THE RECORDER OF ___COUNTY. FILE OR RECORDATION NUMBER ___ NAMES AND ADDRESSES OF ALL GENERAL PARTNERS CONTINUE ON SECOND PAGE IF NECESSARY. NAME BLOOMFIELD BAKERS, a California corporation ADDRESS 7711 Bloomfield Street CITY            Los Alamitos STATE            California ZIP CODE 90720 NAME AND ADDRESS OF AGENT FOR SERVICE OF PROCESS NAME WM. R. ROSS, INC., a California corporation ADDRESS 10711 Bloomfield Street CITY            Los Alamitos STATE            California ZIP CODE 90720 NAME AND ADDRESS OF AGENT FOR SERVICE OF PROCESS NAME ADDRESS CITY STATE ZIP CODE NAMES AND ADDRESS OF AGENT FOR SERVICE OF PROCESS NAME            HAROLD B. ROTHMAN ADDRESS 10711 Bloomfield Street CITY            Los Alamitos STATE            California ZIP CODE 90720 TERM FOR WHICH THIS PARTNERSHIP IS TO EXIST n/a FOR THE PURPOSE OF FILING AMENDMENTS DISSOLUTION AND CANCELLATION CERTIFICATES PERTAINING TO THIS CERTIFICATE THE ACKNOWLEDGMENT 2 GENERAL PARTNERS IS REQUIRED ANY OTHER MATTERS THE GENERAL PARTNERS DESIRE TO INCLUDE IN THIS CERTIFICATE MAY BE NOTED ON SEPARATE PAGES AND BY REFERENCE HEREIN IS A PART OF THIS CERTIFICATE NUMBER OF PAGES ATTACHED ___ IT IS HERBY DECLARED THAT I AM [ WE ARE THE PERSONS WHO EXECUTED THIS CERTIFICATE OF LIMITED PARTNERSHIP WHICH EXECUTION IS MY OUR ACT AND DEED [SEE INSTRUCTIONS] BLOOMFIELD BAKERS; CA corp. WM. R. Ross, INC., a CA corp 1/17/91 1/17/91 SIGNATURE OF GENERAL PARTNER DATE SIGNATURE OF GENERAL PARTNER DATE SIGNATURE OF GENERAL PARTNER DATE SIGNATURE OF GENERAL PARTNER DATE RETURN ACKNOWLEDGEMENT TO: Stan smolin Attorney at Law Post Office Box 5128 Garden Grove, CA 92645-0128 15 THIS SPACE FOR FILING OFFICER USE FILE NUMBER DATE OF FILING 9203000027 FILED In the office of the Secretary of State of the State of California Jan 23 1992 MARCH FONG EU. Secretary of State FORM LP-1 — FILING FEE $70 Approved by there Secretary of State

SECRETARY OF STATE FILE NUMBER 199203000027 State of California Secretary of State AMENDMENT TO CERTIFICATE OF LIMITED PARTNERSHIP A $30.00 filing fee must accompany this form. IMPORTANT — Read instructions before completing this form 2. NAME OF LIMITED PARTNERSHIP Bloomfield Bakers, A California Limited Partnership FILED in the office of the Secretary of State * of the State of California APR 11 2007 This Space For Filing Use Only 3. COMPLETE ONLY THE BOXES WHERE INFORMATION IS BEING CHANGED. ADDITIONAL PASSES MAY BE ATTACHED, IF NECESSARY: A. LIMITED PARTNERSHIP NAME (END THE NAME WITH THE WORDS “LIMITED PARTNERSHIP” OR THE ABBREVIATION “LP.”) B. THE STREET ADDRESS OF PRINCIPAL EXECUTIVE OFFICE 800 Market Street, Suite 2900 C, THE STREET ADDRESS IN CALIFORNIA WHERE RECORDS ARE KEPT CITY AND STATE St. Louis, MO CITY ZIP CODE 63101 STATE ZIP CODE CA D. THE ADDRESS OF THE GENERAL PARTNER(S) NAME ADDRESS CITY AND STATE ZIP CODE E. NAME CHANGE OF GENERAL PARTNER(S) FROM: TO: CITY AND STATE St. Louis, MO ADDRESS (see also 800 Market Street, Ste. 2900 F. GENERAL PARTNER(S) CESSATION Bloomfield Bakers and William R. Ross, Inc. March 16, 2007 — see attached for limited partners G. NAME OF GENERAL PARTNER(S) ADDED Maggie Acquisition Corporation ZIP CODE 63101 H. THE PERSON(S) AUTHORIZED TO WIND UP THE AFFAIRS OF THE LIMITED PARTNERSHIP NAME Maggie Acquisition Corporation ADDRESS BOO Market Street, Ste. 2900 CITY AND STATE St. Louis, MO ZIP CODE 63101 I. THE NAME OF THE AGENT FOR SERVICE OF PROCESS CT Corporation System J. ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CALIFORNIA, IF AN INDIVIDUAL            CITY STATE CA ZIP CODE K. NUMBER OF GENERAL PARTNERS SIGNATURES REQUIRED FOR FILING CERTIFICATES OF AMENDMENT, RESTATEMENT, MERGER, DISSOLUTION, CONTINUATION AND CANCELLATION: L OTHER MATTERS (ATTACH ADDITIONAL PAGES. IF NECESSARY): I DECLARE THAT I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED. SIGNATURE OF AUTHORIZED PERSON Asst. Secretary, Maggie Acquisition Corporation, GENERAL PARTNER POSITION OR TITLE OF AUTHORIZED PERSON C. K. Vinyard April 10,2007 TYPE OR PRINT NAME OF AUTHORIZED PERSON DATE SIGNATURE OF. AUTHORIZED PERSON Asst. Secretary, Aiko Acquisition Corporation, limited POSITION OR TITLE OF AUTHORIZED PERSON . . K. Vinyard TYPE OR PRINT NAME OF AUTHORIZED PERSON April 10,2007 DATE LP-2 (REV 03/2005) APPROVED BY SECRETARY OF STATE

Attachment to Amendment to Certificate of Limited Partnership
For
Bloomfield Bakers, A California Limited Partnership

General Partner Added — Maggie Acquisition Corporation, a Nevada corporation.

General Partners Cessation — Bloomfield Bakers, a California corporation and WM. R. Ross, Inc., a California corporation effective March 16, 2007.

Limited Partner Added — Aiko Acquisition Corporation, a Nevada corporation.

Limited Partners Cessation — William R. Ross, an individual, William R. Ross as Trustee of the William R. Ross Family Trust dated June 8, 1999 and Lovin’ Oven, Inc., a California corporation effective March 16, 2007.

EX-3.4

Exhibit 3.4

AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT

BLOOMFIELD BAKERS,
A CALIFORNIA LIMITED PARTNERSHIP

     This Agreement of Limited Partnership (the “Agreement”), is entered into by Maggie Acquisition Corporation, a Nevada corporation (“Maggie”), as general partner and Aiko Acquisition Corporation, a Nevada corporation (“Aiko”), as the limited partner.

     The parties agree to the following terms and conditions:

FORMATION

     1.1 The General Partner and the Limited Partner have formed a limited partnership pursuant to the California Revised Limited Partnership act. The Partnership commenced on the date of the recordation of the Certificate of Limited Partnership with the Secretary of State f the State of California.

     1.2 The General Partner shall execute, acknowledge, and file a certificate of amendment whenever required by the California Revised Limited Partnership act or this Agreement.

NAME

     2. The name of the Partnership shall be “Bloomfield Bakers, A California Limited Partnership.”

PARTNERS

     3. General Partner is Maggie Acquisition Corporation, a Nevada corporation. The Limited Partner is Aiko Acquisition Corporation, a Nevada corporation. The partners and their percentage ownership interests are stated in Attachment A.

BUSINESS

     4. The business of the Partnership is operation of a commercial bakery. The Partnership may engage in any business agreed among the Partners in accordance with the terms of this Agreement.

PLACE OF BUSINESS

     5. The principal place of business of the Partnership shall be 10711 Bloomfield Street, Los Alamitos, California, 90720 or such other place as may be determined from time to time by the General Partner, with the consent of the Limited Partner. The

Partnership shall also have executive offices located at 800 Market Street, Suite 2900, St. Louis, MO 63101.

AGENT FOR SERVICE OF PROCESS

     6. The agent for service of process on the Partnership shall be CT Corporation System, 818 West 7^th Street, Los Angeles, CA 90017.

TERM

     7. The term of the Partnership shall commence on March 16, 2007, the date on which the Partners acquired the Membership Interests of Bloomfield Bakers, a California Limited Partnership and shall continue until dissolved in accordance with Article Eighteen of this Agreement.

DEFINITIONS

     8. For the purpose of interpretation of this Agreement under the California Revised Limited Partnership Act, the following terms shall have the following meanings:

     (a) “Adjusted Capital Contribution” means the excess of (i) each Partner’s contribution to the capital of the Partnership, over (ii) distributions to the Partner.

     (b) “Agreement” shall mean this Limited Partnership Agreement, as amended from time to time.

     (c) The “Capital Account” of a Partner means the capital account of that Partner determined in accordance with the rules set forth in Section 1.704-1 (b) (2) (iv) of the Treasury Regulations.

     Subject to the previous paragraph “Capital Account” means the contribution of the partner to the Partnership, adjusted to reflect allocations of all items of income, gain, loss, deduction, credit or distribution.

     (d) “Code” means the Internal Revenue Code of 1986, as amended, and any successor provision.

     (e) “Distribution” shall mean any cash distributed to the Partners from cash available for distribution.

     (f) “General Partners” shall refer to Maggie and any permitted successor thereto.

     (g) “Interest” shall mean the ownership interest in the Partnership of a Partner.

     (h) “Limited Partner” shall refer to Aiko.

     (i) “Net Income” shall refer to the net income of the Partnership, as determined for federal income tax purposes.

     (j) “Net Loss” shall refer to the net loss of the Partnership, as determined for federal income tax purposes.

     (k) “Partners” or “the Partners” shall refer collectively to the General Partner and the Limited Partner. Reference to “Partner” shall be a reference to any one of such Partners.

     (1) “Percentage Interest” shall refer to the percentage ownership interest of a Partner in the Partnership, as stated in Attachment A.

     (m) “Partnership” shall refer to the Limited Partnership created under this Agreement.

     (n) “Treasury Regulations” means the regulations of the United States Treasury Department pertaining to the income tax, as amended, and any successor provision.

     (o) “Vote” shall include written consent.

     (p) “Ralcorp” shall mean Ralcorp Holdings, Inc., a Missouri corporation.

CAPITALIZATION

     9.1 The initial capital contribution of each of the Partners was the amount shown on Attachment A.

     9.2 No interest shall be paid on contributions to Partnership capital.

ALLOCATION OF NET INCOME AND NET LOSSES; DISTRIBUTIONS

     10.1 No Partner shall have priority over any other Partner as to the distribution of cash upon the dissolution of the Partnership. No Partner shall have any priority over the other Partners with respect to contributions, distributions, allocations, compensation, or any other matters.

     10.2 No Partner shall be entitled to distribution of Partnership property other than cash as a part of the return of that Partner’s capital contribution to the Partnership.

     10.3 No Partner shall have the right to receive property other than cash upon the distribution of profits. No Partner may be compelled to accept the distribution of any asset in kind from the Partnership in lieu of any distribution of money due that Partner.

     10.4 The Net Income and Net Losses of the partnership shall be allocated to the Partners in accordance with their Percentage Interests. Distributions of cash may be made to the Partners in accordance with their Percentage Interests, with amounts determined by the unanimous agreement of the Partners. The Partnership may, in the

discretion of the General Partners, retain such amounts as it may determine necessary to meet the obligations and reasonable needs of the Partnership business. When all obligations of the Partnership have been paid or otherwise adequately provided for, and all advances have been repaid, distributions, when made, shall be made in accordance with their Percentage Interests.

     10.5 Allocations, including allocations of depreciation, depletion, amortization, and gain or loss, as computed for tax purposes, and distributions of the Partnership will be shared among the Partners in compliance with the rules of Section 704 (c) of the Code and applicable Treasury Regulations.

GENERAL PARTNER

     11.1 The General Partner shall engage a qualified accountant to maintain the Capital Accounts of the Partners from the inception of the Partnership until the Partnership is dissolved, strictly in accordance with the rules set forth in Section 1.704-1 (b) (2) (iv) of the Treasury Regulations.

     11.2 Subject to any limitations expressly set forth in this Agreement, the General Partner shall have the power and authority to take such action from time to time as they may deem to be necessary, appropriate, or convenient in connection with the management and conduct of the business and affairs of the Partnership, including without limitation, the power to:

     (a) acquire property, including real or personal property, for the use of the Partnership upon such terms and conditions as the General Partners may, from time to time, determine to be advantageous to the Partnership;

     (b) dispose of Partnership property, either in the ordinary course of the business of the Partnership, or, from time to time, when the General Partner deems such disposition to be in the best interests of the Partnership;

     (c) finance the Partnership’s activities by borrowing money from third parties on such terms and under such conditions as the General Partner deems appropriate. When money is borrowed for Partnership purposes, the General Partner shall be, and hereby is authorized to pledge, mortgage, encumber, or grant a security interest in Partnership properties as security for the repayment of such loans;

     (d) employ, retain, or otherwise secure the services of any and all person(s) or firm(s) deemed necessary by the General Partner for or to facilitate the conduct of Partnership business affairs, all on such terms and for such consideration as the General Partner deems advisable;

     (e) cause the Partnership to (i) guaranty any indebtedness of Ralcorp or (ii) pledge, mortgage, encumber or grant a security interest in Partnership properties as security for the repayment of indebtedness of Ralcorp; and

     (f) take any and all other action which is permitted by law and which is customary in or reasonably related to the conduct of the Partnership business affairs.

     11.3 The General partner shall devote such care, attention, and business capacity to the affairs of the Partnership as may be reasonably necessary. A General Partner shall not enter into any business or engage in any activity which may constitute competition with the business of the Partnership, except with the consent of the other General Partner and the unanimous consent of the Limited Partner.

     11.4 A General Partner, without prior written consent of all other Partners, shall have no authority to:

     (a) do any act contrary to the certificate of Limited Partnership or this Agreement;

     (b) do any act which would make it impossible to carry on the ordinary business of the Partnership;

     (c) confess a judgment against the Partnership;

     (d) abandon, transfer, encumber, or dispose of any Partnership property for other than a Partnership purpose;

     (e) admit another person or entity as a General Partner.

     11.5 For services to the Partnership in the conduct of its business, each General Partner shall be entitled to compensation as determined unanimously by the Partners. Such compensation shall be deducted by the Partnership as an ordinary and necessary expense of the Partnership business before determination of Net Income or Net Losses or cash available for distribution.

     11.6 Any General Partner may be removed by the unanimous vote of the Limited Partners. Written notice of a General Partner’s removal shall be served upon the General Partner by certified mail. The notice shall set forth the day on which the removal is to be effective, and that date shall not be less than thirty (30) days after the service of notice on the General Partner. If there is no other remaining General Partner, and the Limited Partner fails to elect a new General Partner within thirty (30) days after the removal becomes effective, the Partnership shall be dissolved and its business shall be wound up and terminated. If the removal of a General Partner does not cause the dissolution of the Partnership, that removal shall cause that Partners interest in the Partnership to be converted to that of a Limited Partner, with the value established in accordance with the terms of this Agreement.

     11.7 A General Partner may not voluntarily withdraw as General Partner.

     11.8 Subject to the provisions of this Agreement, a person may be admitted as a General Partner only with the consent of all other Partners.

     11.9 If a General Partner ceases to be a General Partner through any cause including removal, and there is no remaining General Partner, one or more new General Partners may be admitted to the Partnership upon the affirmative vote of the Limited Partner, provided that the Limited Partner elect in writing to continue the business of the Partnership pursuant too this Agreement.

     11.10 Before any person is admitted to the Partnership as a General Partner, that person shall agree in writing to be bound by all of the provisions of this Agreement.

     11.11 A General Partner shall cease being a General Partner upon the bankruptcy or dissolution of Maggie.

LIMITED PARTNERS

     12.1 The Limited Partner shall not have either the obligation or the right to take part, directly or indirectly, in the active management or control of the business of the Partnership, except as otherwise permitted in this Agreement and except for the following:

     (a) Acting as an agent or employee of the Partnership or a General Partner, or an officer, director, or shareholder of a corporate General Partner.

     (b) Consulting with and advising a General partner with respect to the business of the Partnership.

     (c) Acting as surety for the Partnership or guaranteeing one or more specific debts of the Partnership.

     (d) Approving or disapproving an amendment to this Agreement.

     12.2 Subject to the provisions of this Agreement on transfers of interest in the Partnership, a person may be admitted to the Partnership as a new Limited Partner or as a substitute Limited Partner upon the affirmative vote of the General Partner and a majority in interest of the Limited Partner.

     Before any person is admitted to the Partnership as a Limited Partner, that person shall agree in writing to be bound by all of the provisions of this Agreement.

     12.3 The Limited Partners shall have the right to vote on the following matters:

     (a) The dissolution and winding up of the Limited Partnership;

     (b) The sale, exchange, lease, mortgage, pledge, or other transfer of all or a substantial part of the assets of the Partnership other than in the ordinary course of its business;

     (c) The incurrence of indebtedness by the Limited Partnership other than in the ordinary course of its business;

     (d) A change in the nature or purposes of the Partnership business, including change of location;

     (e) Transactions in which a General Partner has an actual or potential conflict of interest either with the Limited Partner or the Partnership;

     (f) The removal of a General Partner;

     (g) An election to continue the business of the Partnership when a General partner ceases to be a General Partner and at least one General Partner remains.

     All of the actions specified in (a) through (g) above may be taken by the General Partner only with the unanimous vote of the Limited Partner.

     12.4 The Limited Partner shall have the right to vote on the admission of an additional General Partner. Except as specifically provided elsewhere in this Agreement, the admission of an additional General Partner may be accomplished upon the unanimous vote of the Limited Partner.

     12.5 The Limited Partner shall have the right to vote on an election to continue the business of the Partnership and the admission of one of more General Partners after a General Partner has ceased to be a General Partner other than by removal and there is no remaining General Partner. These actions shall be taken only upon approval by the Limited Partner.

     12.6 The Limited Partner shall have the right to vote on election to continue the business of the Partnership and the admission of one or more General Partners after a General Partner has been removed as a General Partner and there is no remaining General Partner. Such actions shall be taken only upon the unanimous vote of the Limited Partner.

BANK ACCOUNT

     13. The General Partner shall be entitled to maintain one or more bank accounts, money market funds, or similar accounts, in the name of the Partnership in which shall be deposited all the funds of the Partnership.

RECORDS

     14.1 At all times, the General Partner shall maintain or cause to be maintained true and proper books, records, reports, and accounts in which shall be entered fully and accurately all transactions of the Partnership in accordance with commercially acceptable practices.

     14.2 The General Partner shall maintain at the principal executive office of the Partnership within California all of the following records:

     (a) A current list of the full name and last known business or residence address of each Partner, together with the contribution and allocation and distribution information for each Partner.

     (b) A copy of the Certificate of Limited Partnership and all certificates or amendments thereto.

     (c) Copies of the Limited Partnership’s federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years.

     (d) Copies of this Agreement and all amendments thereto.

     (e) Financial statements of the Partnership for the six most recent fiscal years.

     (f) The Partnership’s books and records for at least the current and past three fiscal years.

     14.3 Upon the request of any Limited Partner, the General Partner shall promptly deliver to that Partner, at the expense of the Partnership, a copy of:

     (a) the current list of each Partner’s name, address, contribution, and share in profits and losses.

     (b) the Certificate of Limited Partnership, as amended, and any powers of attorney pursuant to which any certificate was executed.

     (c) this Agreement, as amended.

     14.4 Each Limited Partner and/or each Limited Partner’s duly authorized representative, attorney, or attorney in fact shall have the right, upon reasonable request, to:

     (a) inspect and copy, during normal business hours, any Partnership records the Partnership is required to maintain, pursuant to this Article;

     (b) obtain from the General Partner, promptly after becoming available, a copy of the Limited Partnership’s federal, state, and local income tax or information returns for each year.

     14.5 The General Partner shall send to each Partner, within ninety (90) days after the end of the Partnership fiscal year, such information as is necessary for them to complete their federal and state income tax or information returns.

ACCOUNTING

     15.1 The Partnership books shall be kept based on the appropriate methods for federal tax purposes.

     15.2 The fiscal year end of the Partnership shall be September 30.

     15.3 An individual Capital Account shall be maintained for each Partner in accordance with the final Regulations under Section 704(b) of the Code.

     15.4 Partners shall not be required to compensate the Partnership or any Partner for deficiencies in their Capital Accounts (except as required elsewhere in this Agreement or as required by law).

PARTNERSHIP MEETINGS

     16.1 Meetings of the Partners may be held at any place designated by the General Partner upon the written request of a General Partner or of a Limited Partner for consideration of any matter.

     16.2 Immediately upon receipt of written request stating that the Partner or Partners request a meeting on a specific date (which date shall not be less than ten (10) nor more than sixty (60) days after the receipt of the request) the General Partner shall give notice to the representatives of all Partners, as determined under this Agreement. Valid notice may not be given less than ten (10) nor more than sixty (60) days prior to the date of the meeting, and shall state the place, date, and hour of the meeting and the general nature of the business to be transacted. No business other than the business stated in the notice of the meeting may be transacted at the meeting.

     Notice shall be given to vote at the meeting at the address appearing on the books of the Partnership for the Partner.

     16.3 At any duly held meeting of Partners, the presence of all Partners shall be required to constitute a quorum. The Partners present at a duly held meeting at which a quorum is present may not continue to transact business after withdrawal of enough Partners to leave less than a quorum.

     16.4 Attendance of the Partner at a meeting shall constitute waiver of notice, except when that Partner objects, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully called or convened. Attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be described in the notice of the meeting, if the objection is expressly made at the meeting.

     16.5 Any action that may be taken at any meeting of the Partners may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all Partners.

TRANSFERS OF PARTNERSHIP INTERESTS

     17.1 No Transfer of Partnership Interest.

     (a) A General Partner shall have no right to sell, assign or transfer all or any part of its Interest without the prior written unanimous approval of the Limited Partner.

     (b) A Limited Partner shall have no right to sell, assign or transfer all or any part of its Interest without the prior written unanimous approval of the Limited Partner.

     (c) Any transferee of an Interest in the Partnership shall hold the transferred Interest or part of the transferred Interest subject to all the provisions of this Agreement.

     (d) Unless and until admitted as a Limited partner by amendment of this Agreement, an assignee shall have only the right to receive the share of the distributions and allocations to which its assignor would otherwise be entitled in respect of the Interest assigned.

     (e) No assignment of any Interest by a Partner shall relieve the assignor of its obligations under this Agreement, whether arising prior or subsequent to that assignment.

     (f) It is the intent of the Partners that this Partnership consist of Partners controlled by Ralcorp, and no other individual or entity. Any change in control of a Partner entity is contrary to the intent of this Agreement.

     17.2 Enforcement.

     The transfer restrictions of this Agreement shall be deemed to be of the essence of the ownership of an Interest. Upon application to any court of competent jurisdiction, the Partnership shall be entitled to a decree against any person violating or about to violate the provisions of this Agreement, requiring specific performance of any of the provisions in this Agreement, including those requiring a Partner to sell its Interest, or any part of its Interest, to a Partner or prohibiting a transfer or disposition of an Interest in violation of this Agreement.

DISSOLUTION AND WINDING UP OF THE PARTNERSHIP

     18.1 The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the events specified in this Agreement or as otherwise provided by law, whichever is the first to occur.

     18.2 The Partnership shall be dissolved upon the date specified in a consent to dissolution executed by all Partners.

     18.3 The Partnership shall dissolve and its affairs shall be wound up at any time that the Partnership does not have at least one General partner, unless the Limited Partner unanimously agrees in writing to continue the business of the Partnership and to the admission of one or more new General Partners.

     18.4 The Partnership shall be dissolved and its affairs shall be wound up when its assets are sold or otherwise disposed of and the only property of the partnership consists of cash available for distribution to the Partners.

     18.5 The Partnership shall be dissolved and its affairs shall be wound up when required by a decree of judicial dissolution entered under Section 15682 of the California Corporation Code.

     18.6 Upon dissolution of the Partnership, the affairs of the Partnership shall be wound up by the General Partner who has not wrongfully caused the dissolution, or if there is no General Partner remaining, the Partnership’s affairs shall be wound up by the Limited Partner. If the Limited partner winds up the partnership’s affairs, those undertaking the effort shall be entitled to reasonable compensation.

     18.7 The person or persons responsible for winding up the affairs of the partnership pursuant to this Article shall take full account of the partnership assets and liabilities, shall liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof, and shall apply and distribute the proceeds in the following order:

     (a) To creditors of the partnership in payment and discharge of all of the Partnership’s debts and liabilities and the expenses of liquidation, including payments to Partners who are creditors to the extent permitted by law, in satisfaction of liabilities of the Partnership;

     (b) Except as otherwise provided in this Agreement, then to Partners in satisfaction of liabilities for distributions owed to them prior to their withdrawal from the Partnership and prior to dissolution and winding up of the Partnership and upon their withdrawal from the partnership. If the amount available for payment is insufficient, then pro rata in accordance with the amounts of these debts and liabilities; and

     (c) Then to the Partners in accordance with the Partners’ positive Capital Account balances, after giving effect to all Capital Account adjustments through the Partnership’s taxable year in which the dissolution occurs.

     18.8 Upon dissolution of the Partnership, the General Partner shall execute and file in the office of the Secretary of State of the State of California a certificate of dissolution. If dissolution occurs after a sole General partner ceases to be a General Partner, the Limited Partner conducting the winding up of the Partnership’s affairs shall file the certificate of dissolution.

     18.9 Upon completion of the winding up of the Partnership’s affairs the Partners conducting the winding up of the Partnership’s affairs shall execute and file in the office of the Secretary of State of the State of California a certificate of cancellation of the Certificate of Limited Partnership. If dissolution occurs after a sole General Partner ceases to be a General Partner, the Limited Partners conducting the winding up of the Partnership’s affairs shall file the certificate of cancellation.

CONFIDENTIAL DISCLOSURE

     19. Proprietary information shall be disclosed to Partners and to the individuals controlling Partner entities in oral and written presentations including, but not limited to,

concepts, recipes, and names of vendors and customers. No Partner and no individual controlling a Partner entity may use or disclose Proprietary information except for the purposes of the Partnership.

     (a) For the purposes of this Agreement, “Proprietary Information” shall mean information originated by or otherwise peculiarly within the business of the Partnership and regarded as confidential or proprietary information, including, without limitation, financial information, market information, concepts, recipes, pricing, customer information, and vendor information.

     (b) The partners and the individuals controlling Partner entities agree to hold Proprietary Information in trust and confidence for a period of five (5) years from the date of receipt of the proprietary Information, dissolution of the Partnership, or cessation of the Partner’s involvement with the Partnership, whichever is later, to make no use of the Proprietary Information except for the purpose permitted, and to refrain from and protect the Proprietary Information from disclosure.

     (c) This Agreement shall be binding upon and inure to the benefit of the assigns, executors, successors, and administrators of the parties, and shall survive the termination of this Agreement until the expiration of the period stated.

NONCOMPETITION

     20. No Partner and no individual owning a controlling interest in a Partner shall either directly or indirectly compete with the Partnership in any county in the Untied States for so long as the Partner owns an interest in the partnership, plus a period of five (5) years from the date of any buyout of the Partner’s Partnership Interest. Such covenant not to compete includes, but is not limited to:

     (a) Making known to any person, firm or corporation the names or addresses of any of the vendors or customers of the Partnership or any other information pertaining to them;

     (b) Calling on, soliciting, taking away, or attempting to call on, solicit, or take away any of the customers of the partnership with whom the Partner or the individual became acquainted through the Partnership; and

     (c) Competing with the Partnership for customers or business in the business of baking cookies and crackers for the retail and wholesale industry.

     Indirect competition includes but is not limited to employment of the Partner by any competitor or third party competing with the business of the partnership, and doing any of the above for the Partner, for the individual, or for any other person, firm, or corporation.

MISCELLANEOUS PROVISIONS

     21. (a) Notices. All notices shall be in writing and sent by certified Untied States mail return receipt requested. All notices to the Partners shall be sent to them, with copies sent separately to the executive office identified in Section 5. All notices to the Partnership shall be sent to its principal executive office and places of business and its executive office identified in Section 5 in California. Notices shall be deemed to have been delivered seven (7) days from the date of mailing.

     (b) Other Instruments. The parties hereto covenant and agree that they shall execute all other instruments and documents that are or may become necessary or convenient to effectuate and carry out the Partnership created by this Agreement

     (c) Entire Agreement. This Agreement contains the entire understanding among the Partners and supersedes any prior written or oral agreements between them respecting the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, between and among the Partners relating to the subject matter of this Agreement that are not fully expressed herein. This agreement may be amended only by a written agreement executed by the parties in interest at the time of the modification.

     (d) Successors. Subject to the restrictions against assignment of Limited partnership interests contained herein, this Agreement shall inure to the benefit of and shall be binding on any assigns, successors in interest, personal representatives, estates, heirs, and legatees of each of the parties hereto.

     (e) Severability. If any provisions of this Agreement shall be declared by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall continue in full force and effect.

     (f) Dispute Costs and Attorney’s Fees. In any dispute between the Partners, whether or not resulting in litigation, the party substantially prevailing shall be entitled to recover form the other party all reasonable costs, including, without limitation, reasonable attorney’s fees.

     (g) Arbitration. The parties shall promptly submit any dispute, claim or controversy arising out of or relating to this Agreement (including any action in tort, contract, equity, or otherwise), or any alleged breach (including, without limitation, with respect to the meaning, effect, validity, interpretation, performance or enforcement of this Agreement) to binding arbitration before one arbitrator (“Arbitrator”) in Orange County, California, in accordance with and under the then-current provisions of the Commercial Arbitration Rules of the American Arbitration Association. Either party has the right to initiate arbitration. The parties agree that binding arbitration shall be the sole means of resolving any disputes, claims, or controversies arising out of this Agreement (including any claim in tort, contract, equity, or otherwise).

     Arbitration shall be initiated upon on party’s notice to the other setting forth a demand for arbitration and detailing with specificity the nature of the dispute, claim or controversy to be arbitrated.

     The Arbitrator shall be a retired judge, shall have at least ten (10) years experience in business disputes, shall have a principal office in the County of Orange, California. The Arbitrator shall be selected by agreement of the parties. If the parties are unable to agree on one arbitrator, each party shall name its arbitrator, and the two so selected shall select a third.

     The Arbitrator shall follow any applicable federal and California state law (with respect to all matters of substantive law) in rendering an award. The arbitrability of any dispute, claim or controversy shall be determined by the Arbitrator.

     In any dispute arbitrated under this Agreement, the parties shall have the right to use any procedures for discovery provided for under the laws of the State of California (currently contained in the California Code of Civil Procedure); however, the Arbitrator shall have the right to disapprove or to limit any discovery that the Arbitrator determines to be for purposes of delay or otherwise unnecessarily burdensome or oppressive.

     The cost of the arbitration proceeding and any proceeding in court to confirm or to vacate any arbitration award, as applicable (including, without limitation, attorney’s fees and costs), shall be borne by the unsuccessful party and shall be awarded as part of the Arbitrator’s judgment.

     The parties expressly consent to the jurisdiction of the courts in Orange County, California, to enforce any judgment of an Arbitrator and to render any provisional or injunctive relief in connection with or in aid of the arbitration. Judgment upon any award rendered by the Arbitrator may be entered in and enforce by any court having competent jurisdiction.

     This arbitration clause shall survive termination of this Agreement.

     (h) Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of California, except for issues involving the conflict of laws, and any litigation concerning this Agreement between the parties hereto shall be brought in the courts located in Orange County.

     (i) Headings. The headings preceding the articles of this Agreement are for convenience of reference only, are not a part of this Agreement, and shall be disregarded in the interpretation of any portion of this Agreement.

ATTACHMENT A

PARTNER; PERCENTAGE INTEREST

Name of Partner	Interest Capital	Percentage Interest
Maggie Acquisition Corporation	$		90	%
Aiko Acquisition Corporation	$		10	%

EX-3.5

Exhibit 3.5

(STAMP)

ARTICLES OF INCORPORATION

OF

BREMNER, INC.

FIRST. The name of the corporation is Bremner, lnc. (herein referred to as the “Corporation”).

SECOND. Its registered office in for State of Nevada is located at One East First Street, Reno, Nevada 89501. The name of its resident agent at that address is The Corporation Trust Company of Nevada.

THIRD. The number and classes and/or series of shares the Corporation is authorized to issue is as follows:

Number of Authorized Shares	Class or Series
1,000 shares	Common Stock

     The voting powers, designations, preferences, limitations, restrictions, relative rights and distinguishing designation of each class and/or series is as follows:

     Each share of Common Stock is entitled to one vote.

FOURTH. The governing board of this Corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such member as shall be provided by the bylaws of this Corporation.

     The names and addresses of the first board of directors, which shall be three in number, are as follows:

NAME	ADDRESS
R. W. Lockwood	901 Chouteau Ave.
	St. Louis, MO 63102
C. G. Huber, Jr.	901 Chouteau Ave.
	St. Louis, MO 63102
J. B. Bolte	90l Chouteau Ave.
	St. Louis, MO 63102

FIFTH. The name and address of the sole incorporator signing these Articles of Incorporation is as follows:

NAME	ADDRESS
C. G. Huber, Jr.	901 Chouteau Ave.
	St. Louis, MO 63102

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this 9th day of February, 1994.

/s/ C. G. Huber, Jr.  

C. G. Huber, Jr. Incorporator 

2

STATE OF MISSOURI	)
	) ss.
CITY OF ST. LOUIS	)

     On this 9th day of February, 1994, before me, a Notary Public, personally appeared C. G. Huber, Jr., who personally acknowledged that be executed the above instrument.

(SEAL)	/s/ Julie E. Bolte
	Notary Public	(STAMP)

CERTIFICATE OF ACCEPTANCE OF APPOINTMENT

BY RESIDENT AGENT

The Corporation Trust Company of Nevada hereby accepts the appointment as Resident Agent of the above-named corporation.

The Corporation Trust Company of Nevada Resident Agent
By:	/s/ Jonathan L. Miles
	Jonathan L. Miles
	Assistant Secretary

Date: February 9, 1994

(STAMP)

3

(STAMP)

CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
BREMNER, INC.

We the undersigned K. J. Hunt, President, and R. W. Lockwood, Secretary, of Bremner, Inc. do hereby certify:

(STAMP)

That the Board of Directors of said corporation, by the unanimous written consent of its members adopted a resolution on the 2nd day of May, 1995, to amend the original Articles of Incorporation as follows:

RESOLVED, that Section Three of the Articles of Incorporation of Bremner, Inc. be, and hereby is, amended to read as follows:

“THIRD. The number and classes and/or series of shares the Corporation is authorized to issue is as follows:

Number of Authorized Shares	Par Value	Class or Series
1,000 shares	$1.00 (per share)	Common Stock

     The voting powers, designations, preferences, limitations, restrictions, relative rights and distinguishing designation of each class and/or series is as follows:

     Each share of Common Stock is entitled to one vote.”

The number of shares of the corporation outstanding and entitled to vote on an amendment to the Articles of Incorporation are 1,000 shares; that the said change and amendment has been approved by unanimous written consent of all the stockholders.

/s/ K. J. Hunt  

K. J. Hunt, President 

/s/ R. W. Lockwood  

R. W. Lockwood, Secretary 

State of Missouri	)
	) ss.
County of City of St. Louis	)

On this 21^st day of May, 1995, personally appeared before me, a Notary Public, K. J. Hunt, President and R. W. Lockwood, Secretary, who acknowledged that they executed the above instrument.

(SEAL)	/s/ Julie E. Neiger
	Notary	(STAMP)

FILED # C2160-94

ARTICLES OF MERGER
OF
WORTZ COMPANY
INTO
BREMNER, INC.

(STAMP)

     FIRST: The name of the surviving corporation is Bremner, Inc., and the place of its incorporation is the State of Nevada. The name and place of incorporation of the corporation being merged into the surviving corporation is Wortz Company, incorporated in the State of Arkansas, the laws of which permits this merger.

     SECOND: An Agreement and Plan of Merger was adopted by the Board of Directors of each corporation that is a party to this merger.

     THIRD: The Agreement and Plan of Merger was entitled to be and was approved by the Board of Directors of Bremner, Inc., without the approval of the stockholders thereof being required. As to Wortz Company, shareholder approval was not required.

     FOURTH: The complete executed Agreement and Plan of Merger is on file at the place of business of Bremner, Inc. located at 800 Market Street, Suite 2900, St. Louis, Missouri 63101, and a copy of the Agreement and Plan of Merger will be furnished by Bremner, Inc. on request and without cost to any stockholder of any corporation which is a party to this merger.

     FIFTH: All corporations party to this merger have complied with the laws of their respective jurisdiction of incorporation concerning this merger.

     SIXTH: This merger shall be effective on September 30, 2001.

BREMNER, INC.
By:	/s/ W. E. Taylor
	W. E. Taylor, Vice President
By:	/s/ R. W. Lockwood
	R. W. Lockwood, Secretary

Dated: September 26, 2001

WORTZ COMPANY
By:	/s/ W. E. Taylor
	W. E. Taylor, Vice President
By:	/s/ R. W. Lockwood
	R. W. Lockwood, Secretary

Dated: September 26, 2001

FILED # C2160-94 (STAMP) ARTICLES OF MERGER OF LOFTHOUSE FOODS INCORPORATED INTO BREMNER, INC. FIRST: The name of the surviving entity is Bremner, Inc. (“Bremner”), and the place of its organization is the jurisdiction of Nevada. The name and place of organization of the entity being merged into the surviving entity is Lofthouse Foods Incorporated (“Lofthouse”), organized in the jurisdiction of ___or which permit this merger. SECOND: A Plan of Merger was adopted by the Board of Directors of each entity that is a party to this merger. THIRD: The Plan of Merger was adopted by the shareholders of Lofthouse by unanimous consent. Shareholder approval of the Plan of Merger was not required by Bremner, Inc. FOURTH: The complete executed Plan of Merger is on file at the place of business of Bremner located at 800 Market Street, Suite 2900, St. Louis, Missouri 63101, and a copy of the Plan of Merger will be furnished by Bremner on request and without cost to any owner or any entity which is a party to this merger. FIFTH: All couties party to this merger have complied with the laws of their respective jurisdiction or organization concerning this merger. SIXTH: This merger shall be effective on September 30, 2002 at 11:59 p.m. BREMNER, INC. By: /s/ W. E. Taylor W. E. Taylor, Vice President By: /s/ R. W. Lockwood R. W. Lockwood, Secretary

STATE OF MISSOURI ) ) ss. CITY OF ST. LOUIS ) On September 27, 2002, personally appeared before me, a Notary Public, W. E. Taylor and R. W. Lockwood, who acknowledged that they executed the above instrument. /s/ Julie E. Neiger Notary Public (SEAL)

DEAN HELLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4299

(775) 684 5708

Website: secretaryofstate.biz

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 1

Filed in the office of Illegible

Dean Heller Secretary of State State of Nevada

Document Number 20050254131-73 Filing Date and Time

06/28/2005 10:30 AM

Entity Number

C2160-1994

Important: Read attached instructions before completing form. Above space is for office use only

(Pursuant to Nevada Revised Statutes Chapter 92A) (excluding 92A.200(4b))

SUBMIT IN DUPLICATE

1) Name and jurisdiction of organization of each constituent entity

(NRS 92A.200). If there are more than four merging entities, check box o and attach an 81/2” x 11” blank sheet containing the required information for each additional entity.

AIKO Acquisition Corporation

Name of merging entity

Nevada

Corporation

Jurisdiction

Entity type *

Name of merging entity

Jurisdiction

Entity type *

Name of merging entity

Jurisdiction

Entity type *

Name of merging entity

Jurisdiction

Entity type* and,

Bremner, Inc.

Name of surviving entity

Nevada

Corporation

Jurisdiction

Entity type*

* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.

This form must be accompanied by appropriate fees. See attached fee schedule.

Nevada Secretary of State AM Merger 2805
Applied on: 12/24/09 Illegible

DEAN HELLER Secretary of State

204 North Carson street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz Important: Road attached instructions before completing form. Above space is for office use only 2) Forwarding address where copies of process may be sent by the Secretary of State of Nevada (If a foreign entity is the survivor in the merger- NRS 92A.190): Attn: c/o:

3) (Choose one)
þThe undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).
oThe undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180)
4) Owner’s approval (NRS 92A.200)(option a, b, or c must be used, as applicable, for each entity) (if there are more than four merging entities, check box o and attach an 8 1/2” x 11” blank sheet containing the required information for each additional entity):
(a) Owner’s approval was not required from:
Name of merging entity, If applicable
Name of merging entity, If applicable
Name of merging entity, If applicable
Name of merging entity, If applicable
and, or: Name of surviving entity, If applicable

This form must be accompanied by appropriate fees. See attached fee schedule.

Nevada Secretary of State AM Merger 2805
Applied on: 12/24/09 Illegible

DEAN HELLER Secretary of State 204 North Carson street, Suite 1 Carson City, Nevada 89701-4299(775)884 5706 Website: secretaryofstate.biz Important: Read attached instructions before completing form. Above space is for office use only (b) The plan was approved by the required consent of the owners of*: AIK.O Acquisition Corporation Name of merging entity, If applicable Name of merging entity, If applicable Name of merging entity, If applicable Name of merging entity, If applicable and, or; Bremner, inc. Name of surviving entity, If applicable * Unless otherwise provided in the certificates of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger. This form must be accompanied by appropriate fees. See attached fee schedule. Nevada Secretary of State AM Merger 2805 Applied on: 12/24/09

DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
Important: Read attached instructions before completing form.
ABOVE SPACE IS FOR OFFICE USE ONLY
(e) Approval of plan of merger for Nevada non-profit corporation (NRS 92A. 160):
The plan of merger has been approved by the directors of the
corporation and by each public officer or other person whose
approval of the plan of merger is required by the articles of
incorporation of the domestic corporation.
Name of merging entity, If applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging-entity, if applicable
and, or;
Name of surviving entity. if applicable ABOVE SPACE IS FOR OFFICE USE ONLY This form must be accompanied by appropriate fees. See attached fee schedule. Revised on: 10/24/09

DEAN HELLER Secretary of State 204 North carson Street, suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz important: Read attached instructions before completing form. ABOVE SPACE IS FOR OFFICE USE ONLY 5) Amendment, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A,200)*: 6) Location of Plan of Merger (check a or b): o (a) The entire plan of merger is attached; or, þ (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership or other place of business of the surviving entity (NRS 92A.200). 7) Effective date (optional)**: * Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them “Restated* or “Amended and Restated,” accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.160 (merger of subsidiary Into parent — Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed. ** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240). This form must be accompanied by appropriate fees. See attached fee schedule.

DEAN HELLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.blz Articles of Merger (PURSUANT TO NRS 92A.200) Page 6 Important. Read attached instructions before completing form. Above space is FOR office use only B) Signatures — Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited partnership; A manager of each Nevada limited-liability company with managers or all the members if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)* (If there are more than four merging entities, cheek box o and attach an 8 %” x 11” blank sheet containing the required information for each additional entity.): AIKO Acquisition Corporation Name of merging entity Secretary 06/24/05 Title Date Signature C. G. Huber, Jr. Name of merging entity Signature Title Date Name of merging entity Signature            Title Date Name of merging entity Signature            Title            Date Bremner, Inc. Name of surviving entity Secretary 06/24/05 Title Date Signature C. G. Huber, Jr. ’ The articles of merger must be signed by each foreign constituent entity In the manner provided by the law governing It (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed. IMPORTANT: Failure to Include any of the above Information and submit the proper fees may cause this filing to be rejected. This form must be accompanied by appropriate fees. See attached fee Schedule. Illegible

DEAN HELLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (776) 684 5708 Website: secretaryofstate.blz Certificate of Amendment (PURSUANT TO NRS 78.385 and 78.390) Filed in the office of            Document Number Dean Heller Secretary of State State of Nevada 20060702329-81 Filing Date and Time 11/01/2006 10:15 AM Entity Number C2160-1994 Important: Read attached instructions before completing form. ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 -After Issuance of Stock) 1. Name of corporation: Bremner,Inc. 2. The articles have been amended as follows (provide article numbers, if available): FIRST. The name of the corporation is Bremner Food Group, Inc. 3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: Unanimous by the sole Shareholder * 4. Effective date Of filing (optional): Upon filing with the Nevada Secretary of State (must not be later than 90 days after the certificate is filed) 5. Officer Signature (required): C. K. Vinyard C. K. Vinyard, assistant secretary *lf any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof. IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected. This form must be accompanied by appropriate fees. Illegible

EX-3.6

Exhibit 3.6

BYLAWS
OF
BREMNER FOOD GROUP, INC.

* * *

ARTICLE I — SHAREHOLDERS

     Section 1. ANNUAL MEETING The annual meeting of shareholders shall be held at the principal office of the Company, or at such other place either within or without the State of Nevada as the Directors may from time to time determine, on the Third Thursday in February, commencing with the year 1995, or if said day be a legal holiday, then on the next succeeding business day, to elect Directors and transact such other business as may properly come before the meeting.

     Section 2. SPECIAL MEETINGS: Special meetings of the shareholders may be called by the Board of Directors, the President or the Secretary, or in any other manner permitted by law; and each such meeting shall be held at such time, and at such place either within or without the State of Nevada as may be specified in the notice thereof.

     Section 3. QUORUM: At any meeting of shareholders, the holders of a majority of the outstanding shares entitled to vote thereat, and present in person or represented by proxy, shall constitute a quorum for all purposes. A majority in interest of the shareholders, present and entitled to vote at any meeting may adjourn the same from time to time without notice other than announcement at the meeting, and any business may be transacted at such meeting as originally notified.

     Section 4. NOTICE: Written notice stating the place, date and hour of the meeting and, in case of a special meeting the purpose or purposes for which the meeting is called, shall be delivered, either personally or by mail, to each shareholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

     Section 5. WAIVER OF NOTICE: Whenever notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a shareholder at a special meeting shall constitute a waiver of notice of such meeting, except where a shareholder attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any regular or special meeting need be specified in any written waiver of notice of such meeting.

     Section 6. ACTION WITHOUT MEETING: Any action required or permitted to be taken at a meeting of shareholders, may be taken without a meeting if authorized by the written consent of all shareholders entitled to vote. Such consent shall have the same effect as a unanimous vote.

ARTICLE II — DIRECTORS

     Section 1. ELECTION: The number of Directors which shall constitute the whole Board shall be three. The Directors shall be elected at the annual meeting of shareholders except as provided in Section 2 of this Article, and each Director elected shall hold office until his successor is elected and qualified or until his earlier removal or resignation. Directors need not be shareholders.

     Section 2. TENURE; VACANCIES: Any vacancy occurring in the Board of Directors may be filled by an affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors for a term of office continuing only until the next election of Directors by the shareholders.

     Section 3. POWERS: The business of the corporation shall be managed by the Board of Directors which may exercise all such powers and do all such lawful acts which they may deem necessary and appropriate for the expedient conduct and furtherance of the Company’s business.

     Section 4. MEETINGS: Meetings of the Board of Directors, regular or special, may be held either within or without the State of Nevada. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board. Special meetings may be held upon notice of each Director, either personally or by mail or by telegram.

     Section 5. QUORUM: A majority of the total number of Directors shall constitute a quorum at all meetings of the Board, and the act of the majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. At any meeting of Directors, whether or not a quorum is present, the Directors present thereat may adjourn the same from time to time without notice other than announcement at the meeting.

     Section 6. COMMITTEES: The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more Directors. Each such committee shall have the functions and powers as the Board may designate in accordance with the laws of Nevada. The Board shall have the power at any time to fill vacancies in, to change the size of membership of, or to dissolve, any one or more of such committees. Each such committee shall have such name as may be determined by the Board, and shall keep regular minutes of its proceedings and report the same to the Board of Directors for approval as required.

     Section 7. WAIVER OF NOTICE: Whenever notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Director at a special meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any regular or special meeting need be specified in the waiver of notice of such meeting.

     Section 8. ACTION WITHOUT MEETING: Any action required or permitted to be taken at a meeting of the Board of Directors or of a committee of the Board of Directors, may be taken without a meeting if a consent in writing shall be signed by all of the members of the Board or of such committee. Such consent shall have the same effect as a unanimous vote.

     Section 9. COMPENSATION: The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting or a stated salary as Director. No such payment shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE III — OFFICERS

     Section 1. ELECTION: The officers of the corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors may also choose additional or assistant officers. Any number of offices may be held by the same person.

     Section 2. TENURE; VACANCIES: The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board. Any vacancy occurring in any office shall be filled by the Board of Directors.

     Section 3. DUTIES; COMPENSATION: The duties and salaries of each officer shall be established by resolution of the Board of Directors.

ARTICLE IV — CAPITAL STOCK

     Section 1. STOCK CERTIFICATES: All certificates of stock of the Company shall be signed by the Chairman or Vice Chairman of the Board of Directors, or the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Company and shall bear the corporate seal of the Company. To the extent permitted by law, the signatures of such officers, and the corporate seal, appearing on certificates of stock, may be facsimile, engraved or printed. In case any such officer who signed or whose facsimile signature appears on any such certificate shall have ceased to be such officer before the certificate is issued, such certificate may nevertheless be issued by the Company with the same effect as if such officer had not ceased to be such officer at the date of its issue.

     The Company shall not issue a certificate for a fractional share; however, the Board of Directors may issue, in lieu of any fractional share, scrip or other evidence of ownership upon such terms and conditions as it may deem advisable.

     All certificates of stock of each class and series shall be numbered appropriately.

     Section 2. RECORD OWNERSHIP: The corporation shall maintain a record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue and the number thereof. The Company shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof, and accordingly it will not be bound to recognize any equitable or other claim of interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

     Section 3. TRANSFERS: Transfers of stock shall be made on the books of the Company only by direction of the person named in the certificate, or by an attorney lawfully constituted in writing, and upon the surrender of the certificate therefor.

     Section 4. TRANSFER AGENTS; REGISTRARS: The Board of Directors may, by resolution, from time to time appoint one or more Transfer Agents, that may be officers or employees of the Company, to make transfers of shares of stock of the Company, and one or more Registrars to register shares of stock issued by or on behalf of the Company. The Board of Directors may adopt such rules as it may deem expedient concerning the issue, transfer and registration of stock certificates of the Company.

     Section 5. LOST CERTIFICATES: Each person whose certificate of stock has been lost, stolen or destroyed shall be entitled to have a replacement certificate issued in the same name and for the same number of shares as the original certificate, provided that such person has first filed with such officers of the Company, Transfer Agents or Registrars, as the Board of Directors may designate, an affidavit stating that such certificate was lost, stolen or destroyed and a bond of indemnity, each in the form and with such provisions as such officers, Transfer Agents or Registrars may reasonably deem satisfactory.

     Section 6. TRANSFER BOOKS; RECORD DATES: The Board of Directors shall have power to close the stock transfer books of the Company as permitted by law; provided, however, that in lieu of closing the said books, the Board of Directors may fix in advance a date, not exceeding sixty days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall go into effect, as a record date when any determination of the shareholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of shares, and in such case such shareholders and only such shareholders as shall be shareholders of record on the date of closing the transfer books or on the record date so fixed shall be entitled to notice of, and to vote at, such meeting, and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Company after such date of closing of the transfer books or such record date fixed as aforesaid.

ARTICLE V — INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

     The Company may indemnify any person who is or was a Director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any civil, criminal, administrative or investigative action, suit, proceeding or claim, to the full extent and in the manner permitted by law.

ARTICLE VI — MISCELLANEOUS PROVISIONS

     Section 1. SEAL: The corporate seal of the Company shall be circular and have inscribed thereon the words “Corporate Seal Nevada” and may also have inscribed thereon the name of the corporation and the date of incorporation; an impression of the same is set forth hereon.

     Section 2. FISCAL YEAR: The fiscal year of the Company shall begin with the first day of October and end on the thirtieth day of September in each year.

     Section 3. AMENDMENTS: These Bylaws may be restated, amended or repealed by a majority vote of the Board of Directors.

EX-3.7

Exhibit 3.7

Certificate Number

State of Illinois OFFICE OF THE SECRETARY OF STATE

To all to whom these Presents Shall Come, Greetings:

Whereas, Articles of Incorporation duly signed and verified of COMMUNITY SHOPS, INC. have been filed in the Office of the Secretary of State on the 21st day of May A.D. 1946, as provided by “THE BUSINESS CORPORATION ACT” of Illinois, in force July 13, A.D. 1933.

Now Therefore, I, EDWARD J. BARRETT, Secretary of State of the State of Illinois, by virtue of the powers vested in me by law do hereby issue this certificate of incorporation and attach thereto a copy of the Articles of Incorporation of the aforesaid corporation.

In Testimony Whereof, I hereto set my hand cause to be affixed the Great Seal of the State of. Illinois, Done at the City of Springfield this 21st day of May A.D. 1946 and of the Independence of the United States the one hundred and 70th.

/s/ Edward J. Barrett SECRETARY OF STATE.

FORM B

BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO READ CAREFULLY
THE INSTRUCTIONS ON THE BACK THEREOF.

(THESE ARTICLES MUST BE FILED IN DUPLICATE.)

			(Do not write in this space)
STATE OF ILLINOIS,	}		Date Paid 5-21-46
		ss.	Initial License Fee    $20 –
COOK COUNTY.			Franchise Tax           $23.36
			Filing Fee                   $20 –
To EDWARD J. BARRETT, Secretary of State:			Clerk RM

We, the undersigned,

			Address
Name	Number	Street	City	State
CHARLES W. LUBIN	534 Aldine Avenue,		Chicago,	Illinois,
ARTHUR N. GORDON	5536 North Sawyer Avenue,		Chicago,	Illinois,
JOSEPH G. ABOD	6053 N. Fairfield St.,		Chicago,	Illinois,

being natural persons of the age of twenty-one years or more and subscribers to the shares of the corporation to be organized pursuant hereto, for the purpose of forming a corporation under “The Business Corporation Act” of the State of Illinois, do hereby adopt the following Articles of Incorporation:

ARTICLE ONE

The name of the corporation is: COMMUNITY SHOPS, INC. OR

ARTICLE TWO

The address of its initial registered office in the State of Illinois is: Room 1532 – 33 North La Salle Street, in the City of Chicago (2) (Zone) County of Cook and the name of its initial Registered Agent at said address is: Samuel B. Blanksten

ARTICLE THREE

The duration of the corporation is: Perpetual.

(STAMP)  

ARTICLE FOUR

The purpose or purposes for which the corporation is organized are:

	(a)	To manufacture, buy and sell, at both wholesale and retail, bakery goods and products of all kinds, confectionery and kindred articles.
and	(b)	To manufacture, buy and sell goods, wares and merchandise of any kind or character.

ARTICLE FIVE

Paragraph 1: The aggregate number of shares which the corporation is authorized to issue is 1,000, divided into one class. The designation of each class, the number of shares of each class, and the par value, if any, of the shares of each class, or a statement that the shares of any class are without par value, are as follows:

	Series	Number of		Par value per share or statement that shares
Class	(If any)	Shares		are without par value
Common	None		1,000	$100.00 par value per share.

Paragraph 2 : The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are:

None

ARTICLE SIX

     The class and number of shares to be issued by the corporation before it shall commence business and the consideration (expressed in dollars) to be received by the corporation therefor, are:

			Consideration to be received
Class of shares	Number of shares		therefor,
Common		400	$	40,000.00
			$
			$
			$
			$

ARTICLE SEVEN

The number of directors to be elected at the first meeting of the shareholders is: Four (4).

ARTICLE EIGHT PARAGRAPH 1: It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be $40,000.00 PARAGRAPH 2: It is estimated that the value of the property to be located within the State of Illinois during the following year will be $40,000.00 PARAGRAPH 3: It is estimated that the gross amount of business which will be transacted by the corporation during the following year will be $150,000.00 PARAGRAPH 4: Its is estimated that the gross amount of business which will be transacted at or from places of business in the State of Illinois during the following year will be $150,000.00 Charles W. Lubin Arthur H. Gordon            Incorporators Illegible OATH AND ACKNOWLEDGMENT STATE OF ILLINOIS, Cook            County            ss. I, Janet B. Jerome, a Notary Public do hereby certify that on the 30th day of March  , 1946, Charles W. Lubin (Names of Incorporators) ARTHUR H. GORDON AND JOSEPH G. ABOD personally appeared before me and being first duly sworn by me severally acknowledged that they signed the foregoing document in the respective capacities therein set forth and declared that the statements therein contained are true. IN WITNESS WHEREOF, I have hereto set my hand and seal the day and year above written. Place Janet B. Jerome NOTARIAL SEAL Notary Public. FORM B Box ___File ___ ARTICLES OF INCORPORATION COMMUNITY SHOPS, INC. The following fees are required to be paid at date of issuing certificate of incorporation: Initial license fee of 50c per $1000.00; filing fee $20.00; franchise tax of 1/20 of 1% of the amount of stated capital and paid-in surplus which the corporation is to receive for the shares issued before it commences business. However , if the issue is for $20,000.00 or less the minimum franchise tax is as follows: January  , $15; February, $14.17; March, $13.34; April, $12.50; May, $11.67; June, $10.84; July, $10.00; Aug., $9.17; Sept. $8.34; Oct., $7.50; Nov., $6.67; Dec., $5.84. In excess of $20,000.00 the franchise tax per $1000.00 is as follows: Jan. $0.75; Feb., .709; March         , .667; April, .625; May , .584; June, .542; July. 50; Aug. 4583; Sept., .4167; Oct., .3749; Nov.,         .3333; Dec., .2916. All shares issued in excess of the amount represented in the Articles of Incorporation to be issued by the Corporation before it shall commence business must be reported within 60 days from date of issuance thereof, and franchise tax and initial license fee paid thereon; otherwise , the corporation is subject to a penalty of 1% for each month on the amount until reported and subject to a fine not to exceed $500.00. The same fees are required for a subsequent issue of shares except the filing fee is $1.00 instead of $20.00.

File Number 2887-101-5 State of Illinois Office of The Secretary of State Whereas, ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF COMMUNITY SHOPS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS HAVE BEEN FILED IN THE OFFICE OF THE SECRETARY OF STATE AS PROVIDED BY THE BUSINESS CORPORATION ACT OF ILLINOIS , IN FORCE JULY 1, A.D. 1984. Now, Therefore, I, Jesse White, Secretary of State of Illinois, by virtue of the powers vested in me by law, do hereby issue this certificate and attach hereto a copy of the Application of the aforesaid corporation. In Testimony Whereof, I hereto set my hand and cause to be affixed the Great Seal of the State of Illinois, at the City of Springfield, this 12th day of January A.D. 2000 and of the Independence of the United States the two hundred and 24th      Jesse White      Secretary of State

1. CORPORATE NAME: Community Shops, Inc.

(Note 1)

2. MANNER OF ADOPTION OF AMENDMENT:

The following amendment of the Articles of Incorporation was adopted on		1-7,
2000	in the manner indicated below. (“X” one box only)	(Month & Day)
(Year)

o  By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected;

(Note 2)

o  By a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment;

(Note 2)

o  By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment;

(Note 3)

o  By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment;

(Note 4)

þ  By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10;

(Notes 4 & 5)

o  By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment.

(Note 5)

3. TEXT OF AMENDMENT:

a.	When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other amendments.
	Article I: The name of the corporation is:

(NEW NAME)	(STAMP)
All changes other than name, include on page 2 (over)

Text of Amendment

b.	(If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. If there is not sufficient space to do so, add one or more sheets of this size.)
	“That Article Four of the Articles of Incorporation be deleted in its entirety and replaced with the following:

The purpose or purposes for which the corporation is organized are to transact any and all lawful acts or activities for which corporations may be organized under the Illinois Business Corporation Act, as amended.

“That the Articles of Incorporation be amended to add ARticle Nine which shall read in its entirety as follows:

9.1 Restriction on Cumulative Voting

Cumulative voting of shares of stock of the Corporation shall not be allowed under any circumstances.

9.2 Directors Liability

The personal liability of the directors of the Corporation hereby is eliminated to the fullest extent permitted under the Illinois Business Corporation Act of 1983, as amended.

Page 2

4. The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert “No change”)

No change

5. (a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert “No change”)

No change

(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert “No change”)

No change

	Before Amendment	After Amendment
Paid-in Capital	$	$

(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

6. The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

Dated	1-7	,		2000	Community Shops, Inc.
	(Month & Day)		(Year)		(Exact Name of Corporation at date of execution)
attested by	/s/ David L. Beré				by	/s/ David L. Beré
	(Signature of Secretary or Assistant Secretary)					(Signature of President or Vice President)
	David L. Beré, Secretary				David L. Beré, President
	(Type or Print Name and Title)					(Type or Print Name and Title)

7. If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.

OR

If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under the penalties of perjury, that the facts stated herein are true.

Dated		,
	(Month & Day)		(Year)

Page 3

NOTES and INSTRUCTIONS

NOTE 1:	State the true exact corporate name as it appears on the records of the office of the Secretary of State, BEFORE any amendments herein reported.
NOTE 2:	Incorporators are permitted to adopt amendments ONLY before any shares have been issued and before any directors have been named or elected. ($10.10)
NOTE 3:	Directors may adopt amendments without shareholder approval in only seven instances, as follows:

(a)	to remove the names and addresses of directors named in the articles of incorporation;
(b)	to remove the name and address of the Initial registered agent and registered office, provided a statement pursuant to § 5.10 is also filed;
(c)	to increase, decrease, create or eliminate the par value of the shares of any class, so long as no class or series of shares is adversely affected.
(d)	to split the issued whole shares and unissued authorized shares by multiplying them by a whole number, so long as no class or series is adversely affected thereby;
(e)	to change the corporate name by substituting the word “corporation”, “incorporated”, “company”, “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.” for a similar word or abbreviation in the name, or by adding a geographical attribution to the name;
(f)	to reduce the authorized shares of any class pursuant to a cancellation statement filed in accordance with § 9.05,
(g)	to restate the articles of incorporation as currently amended. (§10.15)

NOTE 4:	All amendments not adopted under § 10.10 or § 10.15 require (1) that the board of directors adopt a resolution setting forth the proposed amendment and (2) that the shareholders approve the amendment.
	Shareholder approval may be (1) by vote at a shareholders’ meeting (either annual or special) or (2) by consent, in writing, without a meeting.
	To be adopted, the amendment must receive the affirmative vote or consent of the holders of at least 2/3 of the outstanding shares entitled to vote on the amendment (but if class voting applies, then also at least a 2/3 vote within each class is required).
	The articles of incorporation may supersede the 2/3 vote requirement by specifying any smaller or larger vote requirement not less than a majority of the outstanding shares entitled to vote and not less than a majority within each class when class voting applies. (§ 10.20)
NOTE 5:	When shareholder approval is by consent, all shareholders must be given notice of the proposed amendment at least 5 days before the consent is signed. If the amendment is adopted, shareholders who have not signed the consent must be promptly notified of the passage of the amendment. (§§ 7.10 & 10.20)

Page 4

FORM BCA 5.10/5.20 (rev. Dec. 2003)
STATEMENT OF CHANGE OF
REGISTERED AGENT AND/OR
REGISTERED OFFICE
Business Corporation Act

Jesse White, Secretary of State
Department of Business Services
Springfield, IL 62756
Telephone (217) 782-3647
www.cyberdriveillinois.com

(STAMP)

Remit payment in the form of a check
or money order payable to the
Secretary of State.

JESSE WHITE SECRETARY OF STATE 2887.101.5 Filing Fee: $25.00 Approved: mc

                                                            Submit in duplicate                                                             Type or Print clearly in black ink                                                              Do not write above this line                                                             

1. CORPORATE NAME: Community Shops, Inc.

2.	STATE OR COUNTRY OF INCORPORATION: Illinois
3.	Name and address of the registered agent and registered office as they appear on the records of the office of the Secretary of State (before change):

Registered Agent	Seth M. Hemming
	First Name	Middle Name		Last Name
Registered Office	30 S. Wacker Drive, #2900
	Number       Street	Suite No. (A P. O. Box alone is not acceptable)
	Chicago		60606	Cook
	City	ZIP Code		County

4. Name and address of the registered agent and registered office shall be (after all changes herein reported):

Registered Agent	CT Corporation System
	First Name	Middle Name		Last Name
Registered Office	208 South LaSalle Street
	Number      Street	Suite No. (A P.O. Box alone is not acceptable)
	Chicago		60604	Cook
	City	ZIP Code		County

5.	The address of the registered office and the address of the business office of the registered agent, as changed, wilt be identical.
6.	The above change was authorized by: (“X” one box only)

a.	þ By resolution duly adopted by the board of directors.	(Note 5)
b.	o By action of the registered agent.	(Note 6)

(STAMP)

SEE REVERSE SIDE FOR SIGNATURES(S).

7. (If authorized by the board of directors, sign here. See Note 5)

     The undersigned corporation has caused this statement to be signed by a duly authorized officer who affirms, under penalties of perjury, that the facts stated herein are true.

Dated	12/8	,		2003	Community SHOPS, INC.
	(Month & Day)		(Year)		(Exact Name of Corporation)
	/s/ C. G. Huber
	(Any Authorized Officer’s Signature)
	C. G HUBER JR., SECRETARY
	(Type or Print Name and Title)

(If change of registered office by registered agent, sign here. See Note 6)

     The undersigned, under penalties of perjury, affirms that the facts stated herein are true.

Dated		,
	(Month &Day)		(Year)	(Signature of Registered Agent of Record)
				(Type or print name. If the registered agent is a corporation, type or print the name and title of the officer who is signing on its behalf.)

NOTES

1.	The registered office may, but need not be the same as the principal office of the corporation. However the registered office and the office address of the registered agent must be the same.
2.	The registered office must include a street or road address; a post office box number alone is not acceptable.
3.	A corporation cannot act as its own registered agent.
4.	If the registered office is changed from one county to another, then the corporation must file with the recorder of deeds of the new county a certified copy of the articles of incorporation and a certified copy of the statement of change of registered office. Such certified copies may be obtained ONLY from the Secretary of State.
5.	Any change of registered agent must be by resolution adopted by the board of directors. This statement must then be signed by a duly authorized officer.
6.	The registered agent may report a change of the registered office of the corporation for which he or she is registered agent. When the agent reports such a change, this statement must be signed by the registered agent. If a corporation is acting as the registered agent, a duly authorized officer of such corporation must sign this statement.

File Number 2887-101-5 To all to whom these Presents Shall Come, Greeting: I, Jesse White, Secretary of State of the State of Illinois, do hereby certify that I am the keeper of the records of the Department of Business Services. I certify that THE FOREGOING AND HERETO ATTACHED IS A TRUE AND CORRECT COPY, CONSISTING OF 12 PAGES, AS TAKEN FROM THE ORIGINAL ON FILE IN THIS OFFICE FOR COMMUNITY SHOPS, INC. .********* In Testimony Whereof, i hereto set my hand and cause to be affixed the Great Seal of the State of Illinois, this 12TH day of MAY AD. 2009 SECRETARY OF STATE Authentication #: 0913200275 Authenticate at: http://www.cyberdriveillinois.com

EX-3.8

Exhibit 3.8

BYLAWS
OF
COMMUNITY SHOPS, INC.

***

ARTICLE I — SHAREHOLDERS

     Section 1. ANNUAL MEETING: The annual meeting of shareholders shall be held at the principal office of the Company, or at such other place either within or without the State of Illinois as the Directors may from time to time determine, on the First Thursday in February, or if said day be a legal holiday, then on the next succeeding business day, to elect Directors and transact such other business as may properly come before the meeting.

     Section 2. SPECIAL MEETINGS: Special meetings of the shareholders may be called by the Board of Directors, the President or the Secretary, or in any other manner permitted by law; and each such meeting shall be held at such time, and at such place either within or without the State of Illinois as may be specified in the notice thereof.

     Section 3. QUORUM: At any meeting of shareholders, the holders of a majority of the outstanding shares entitled to vote thereat, and present in person or represented by proxy, shall constitute a quorum for all purposes. A majority in interest of the shareholders, present and entitled to vote at any meeting may adjourn the same from time to time without notice other than announcement at the meeting, and any business may be transacted at such meeting as originally notified.

     Section 4. NOTICE: Written notice stating the place, date and hour of the meeting and, in case of a special meeting the purpose or purposes for which the meeting is called, shall be delivered, either personally or by mail, to each shareholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

     Section 5. WAIVER OF NOTICE: Whenever notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a shareholder at a special meeting shall constitute a waiver of notice of such meeting, except where a shareholder attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any regular or special meeting need be specified in any written waiver of notice of such meeting.

     Section 6. ACTION WITHOUT MEETING: Any action required or permitted to be taken at a meeting of shareholders, may be taken without a meeting if authorized by the written consent of all shareholders entitled to vote. Such consent shall have the same effect as a unanimous vote.

ARTICLE II — DIRECTORS

     Section 1. ELECTION: The number of Directors, which shall constitute the whole Board, shall be three. The Directors shall be elected at the annual meeting of shareholders except as provided in Section 2 of this Article, and each Director elected shall hold office until his successor is elected and qualified or until his earlier removal or resignation. Directors need not be shareholders.

     Section 2. TENURE; VACANCIES: Any vacancy occurring in the Board of Directors may be filled by an affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors for a term of office continuing only until the next election of Directors by the shareholders.

     Section 3. POWERS: The business of the corporation shall be managed by the Board of Directors which may exercise all such powers and do all such lawful acts which they may deem necessary and appropriate for the expedient conduct and furtherance of the Company’s business.

     Section 4. MEETINGS: Meetings of the Board of Directors, regular or special, may be held either within or without the State of Illinois. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board. Special meetings may be held upon notice of each Director, either personally or by mail or by telegram.

     Section 5. QUORUM: A majority of the total number of Directors shall constitute a quorum at all meetings of the Board, and the act of the majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. At any meeting of Directors, whether or not a quorum is present, the Directors present thereat may adjourn the same from time to time without notice other than announcement at the meeting.

     Section 6. COMMITTEES: The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more Directors. Each such committee shall have the functions and powers as the Board may designate in accordance with the laws of Illinois. The Board shall have the power at any time to fill vacancies in, to change the size of membership of, or to dissolve, any one or more of such committees. Each such committee shall have such name as may be determined by the Board, and shall keep regular minutes of its proceedings and report the same to the Board of Directors for approval as required.

     Section 7. WAIVER OF NOTICE: Whenever notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Director at a special meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any regular or special meeting need be specified in the waiver of notice of such meeting.

     Section 8. ACTION WITHOUT MEETING: Any action required or permitted to be taken at a meeting of the Board of Directors or of a committee of the Board of Directors, may he taken without a meeting if a consent in writing shall be signed by all of the members of the Board or of such a committee. Such consent shall have the same effect as a unanimous vote.

     Section 9. COMPENSATION: The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting or a stated salary as Director. No such payment shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE III — OFFICERS

     Section 1. ELECTION: The officers of the corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors may also choose additional or assistant officers. Any number of offices may be held by the same person.

     Section 2. TENURE; VACANCIES: The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board. Any vacancy occurring in any office shall be filled by the Board of Directors.

     Section 3. DUTIES; COMPENSATION: The duties and salaries of each officer shall be established by resolution of the Board of Directors.

ARTICLE IV — CAPITAL STOCK

     Section 1. STOCK CERTIFICATES: All certificates of stock of the Company shall be signed by the Chairman or Vice Chairman of the Board of Directors, or the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Company and shall bear the corporate seal of the Company. To the extent permitted by law, the signatures of such officers, and the corporate seal, appearing on certificates of stock, may be facsimile, engraved or printed. In case any such officer who signed or whose facsimile signature appears on any such certificate shall have ceased to be such officer before the certificate is issued, such certificate may nevertheless be issued by the Company with the same effect as if such officer had not ceased to be such officer at the date of its issue.

     The Company shall not issue a certificate for a fractional share; however, the Board of Directors may issue, in lieu of any fractional share, scrip or other evidence of ownership upon such terms and conditions as it may deem advisable.

     All certificates of stock of each class and series shall be numbered appropriately.

     Section 2. RECORD OWNERSHIP: The corporation shall maintain a record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue and the number thereof. The Company shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof, and accordingly it will not be bound to recognize any equitable or other claim of interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Illinois.

     Section 3. TRANSFERS: Transfers of stock shall be made on the books of the Company only by direction of the person named in the certificate, or by an attorney lawfully constituted in writing, and upon the surrender of the certificate therefor.

     Section 4. TRANSFER AGENTS, REGISTRARS: The Board of Directors may, by resolution, from time to time appoint one or more Transfer Agents that may be officers or employees of the Company, to make transfers of shares of stock of the Company, and one or more Registrars to register shares of stock issued by or on behalf of the Company. The Board of Directors may adopt such rules as it may deem expedient concerning the issue, transfer and registration of stock certificates of the Company.

     Section 5. LOST CERTIFICATES: Each person whose certificate of stock has been lost, stolen or destroyed shall be entitled to have a replacement certificate issued in the same name and for the same number of shares as the original certificate, provided that such person has first filed with such officers of the Company, Transfer Agents or Registrars, as the Board of Directors may designate, an affidavit stating that such certificate was lost, stolen or destroyed and a bond of indemnity, each in the form and with such provisions as such officers, Transfer Agents or Registrars may reasonably deem satisfactory.

     Section 6. TRANSFER BOOKS; RECORD DATES: The Board of Directors shall have power to close the stock transfer books of the Company as permitted by law; provided, however, that in lieu of closing the said books, the Board of Directors may fix in advance a date, not exceeding sixty days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights or the date when any change or conversion or exchange of shares shall go into effect, as a record date when any determination of the shareholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights or to exercise the rights in respect of any such change, conversion or exchange of shares, and in such case such shareholders and only such shareholders as shall be shareholders of record on the date of closing the transfer books or on the record date so fixed shall be entitled to notice of, and to vote at, such meeting, and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding

any transfer of any shares on the books of the Company after such date of closing of the transfer books or such record date fixed as aforesaid.

ARTICLE V — INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

     The Company may indemnify any person who is or was a Director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any civil, criminal, administrative or investigative action, suit, proceeding or claim, to the full extent and in the manner permitted by law.

ARTICLE VI — MISCELLANEOUS PROVISIONS

     Section 1. SEAL: The corporate seal of the Company shall be circular and have inscribed thereon the words “Corporate Seal” and may also have inscribed thereon the name of the corporation and the date of incorporation; an impression of the same is set forth hereon.

     Section 2. FISCAL YEAR: The fiscal year of the Company shall begin with the first day of October and end on the thirtieth day of September in each year.

     Section 3. AMENDMENTS: These Bylaws may be restated, amended or repealed by a majority vote of the Board of Directors.

EX-3.9

Exhibit 3.9

(STAMP)

ARTICLES OF INCORPORATION

OF

KNUTSON’S COTTAGE BAKERY

FIRST: NAME

     The name of the corporation is KNUTSON’S COTTAGE BAKERY.

SECOND: PRIMARY PURPOSE

     The corporation’s purposes are:

     (a) Primarily to engage in the specific business of conducting a wholesale and retail bakery business.

     GENERAL ACTIVITIES

     (b) To engage generally in the business of buying, selling, using, leasing, and otherwise dealing in real and personal property of all kinds;

     OTHER ACTIVITIES

     (c) To engage in any business related or unrelated to those described in clauses (a) and (b) of this Article SECOND and from time to time authorized or approved by the Board of Directors of this corporation;

     TO ACT AS PARTNER OR JOINT VENTURER

     (d) To act as partner or joint venturer or in any other legal capacity in any transaction;

     QUALIFICATION TO DO BUSINESS

     (e) To do business anywhere in the world; and

     (f) To have and exercise all rights and powers from time to time granted to a corporation by law.

     CONSTRUCTION; SEVERABILITY OF CLAUSES

     The above purpose clauses shall not be limited by reference to or inference from one another, but each such purpose clause shall be construed as a separate statement conferring independent purposes and powers upon the corporation.

THIRD: LOCATION

     The County in the State of California where the principal office for the transaction of the business of the

-1-

corporation is located is the County of San Joaquin.

FOURTH: NUMBER AND NAMES OF DIRECTORS

     (a) The number of directors of the corporation is three (3).

     (b) The names and addresses of the persons who are appointed to act as first Directors are:

TERRY R. KNUTSON	29 North Allen Drive,
	Lodi, California 95240
RAYMOND A. KNUTSON	1570 Edgewood Drive,
	Lodi, California 95240
JOHN E. KUTLICK	207 W. Oak,
	Lodi, California 95240

FIFTH: SIMPLE STOCK STRUCTURE

     The total number of shares which the corporation is authorized to issue is 5,000.

     The aggregate par value of said shares is $50,000.00, and the par value of each share is $10.00.

     No distinction shall exist between the shares of the corporation or the holders thereof.

     PRE-EMPTIVE RIGHTS

     (a) Each shareholder of this corporation shall be entitled to full pre-emptive or preferential rights, as such rights are defined by law, to subscribe for or purchase his proportional part of any shares which may be issued at any time by this corporation.

     IN WITNESS WHEREOF, the undersigned and above-named incorporators and first Directors of this corporation have executed these Articles of Incorporation on July 7, 1972.

/s/ Terry R. Knutson

TERRY R. KNUTSON

/s/ Raymond A. Knutson

RAYMOND A. KNUTSON

/s/ John E. Kutlick

JOHN E. KUTLICK

-2-

STATE OF CALIFORNIA		)
	( SS.
COUNTY OF SAM JOAQUIN		)

          On July 7, 1972, before me, the undersigned, a Notary Public in and for said County and State, personally appeared TERRY R. KNUTSON, RAYMOND A. KNUTSON, and JOHN E. KUTLICK, known to me to be the persons whose names are subscribed to the foregoing Articles of Incorporation, and they acknowledged to me that they executed the same.

     WITNESS my hand and Official Seal.

/s/ Angeline Pizzi  

ANGELINE PIZZI 

Notary Public in and for the County 

of San Joaquin, State of California.

My Commission Expires: June 26, 1974. 

-3-

COTTAGE BAKERY, INC.

(STAMP)

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

TERRY KNUTSON and ROSE KNUTSON certify that:

1.	They are the president and the secretary, respectively, of KNUTSON’S COTTAGE BAKERY, a California Corporation.
2.	Article First of the articles of incorporation of this corporation is amended to read as follows:
	“The name of this corporation is COTTAGE BAKERY, INC. ”
3.	The foregoing amendment of articles of incorporation has been duly approved by the board of directors.
4.	The foregoing amendment of articles of incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the corporation is 4,000. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this

-1-

certificate are true and correct of our own knowledge.

Date: 7/22/85

/s/ Terry Knutson  

TERRY KNUTSON, President  

/s/ Rose Knutson  

ROSE KNUTSON, Secretary 

-2-

A0651914

(STAMP)

Certificate of Amendment of Articles of Incorporation

     Terry Knuston and Kevin Knutson certify that:

1.	They are the president and the secretary, respectively, of Cottage Bakery, Inc., a California Corporation.
2.	Article FOURTH (a) of the Articles of Incorporation of this Corporation is amended to read as follows:
	“(a) The number of the directors of the Corporation is five (5).”
3.	The foregoing Amendment of Articles of Incorporation has been duly approved by the Board of Directors of the Corporation.
4.	The foregoing Amendment of the Articles of Incorporation has been duly approved by the required voting shareholders in accordance with section 902 of the Corporations Code. The total number of outstanding shares of the Corporation is 4,000. The number of shares voting in favor of the Amendment equaled or exceeded the vote required by law. The percentage voting in favor of the Amendment was 100%

     We declare under the penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct of our own knowledge.

DATED: October 23, 2006	/s/ Terry Knutson
	TERRY KNUTSON, President
	/s/ Kevin Knutson
	KEVIN KNUTSON, Secretary

EX-3.10

Exhibit 3.10

BYLAWS
OF
COTTAGE BAKERY, INC.
***

ARTICLE I — SHAREHOLDERS

     Section 1. ANNUAL MEETING: The annual meeting of shareholders shall be held at the principal office of the Company, or at such other place either within or without the State of California as the Directors may from time to time determine, on the third Thursday in February, commencing with the year 2007, or if said day be a legal holiday, then on the next succeeding business day, to elect Directors and transact such other business as may properly come before the meeting.

     Section 2. SPECIAL MEETINGS: Special meetings of the shareholders may be called by the Board of Directors, the President or the Secretary, or in any other manner permitted by law; and each such meeting shall be held at such time, and at such place either within or without the State of California as may be specified in the notice thereof.

     Section 3. QUORUM: At any meeting of shareholders, the holders of a majority of the outstanding shares entitled to vote thereat, and present in person or represented by proxy, shall constitute a quorum for all purposes. A majority in interest of the shareholders, present and entitled to vote at any meeting may adjourn the same from time to time without notice other than announcement at the meeting, and any business may be transacted at such meeting as originally notified.

     Section 4. NOTICE: Written notice stating the place, date and hour of the meeting and, in case of a special meeting the purpose or purposes for which the meeting is called, shall be delivered, either personally or by mail, to each shareholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

     Section 5. WAIVER OF NOTICE: Whenever notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a shareholder at a special meeting shall constitute a waiver of notice of such meeting, except where a shareholder attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any regular or special meeting need be specified in any written waiver of notice of such meeting.

     Section 6. ACTION WITHOUT MEETING: Any action required or permitted to be taken at a meeting of shareholders, may be taken without a meeting if authorized by the written consent of all shareholders entitled to vote. Such consent shall have the same effect as a unanimous vote.

ARTICLE II — DIRECTORS

     Section 1. ELECTION: The number of Directors which shall constitute the whole Board shall be five. The Directors shall be elected at the annual meeting of shareholders except as provided in Section 2 of this Article, and each Director elected shall hold office until his successor is elected and qualified or until his earlier removal or resignation. Directors need not be shareholders.

     Section 2. TENURE; VACANCIES: Any vacancy occurring in the Board of Directors may be filled by an affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors for a term of office continuing only until the next election of Directors by the shareholders.

     Section 3. POWERS: The business of the corporation shall be managed by the Board of Directors which may exercise all such powers and do all such lawful acts which they may deem necessary and appropriate for the expedient conduct and furtherance of the Company’s business.

     Section 4. MEETINGS: Meetings of the Board of Directors, regular or special, may be held either within or without the State of California. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board. Special meetings may be held upon notice of each Director, either personally or by mail or by telegram.

     Section 5. QUORUM: A majority of the total number of Directors shall constitute a quorum at all meetings of the Board, and the act of the majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. At any meeting of Directors, whether or not a quorum is present, the Directors present thereat may adjourn the same from time to time without notice other than announcement at the meeting.

     Section 6. COMMITTEES: The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more Directors. Each such committee shall have the functions and powers as the Board may designate in accordance with the laws of California. The Board shall have the power at any time to fill vacancies in, to change the size of membership of, or to dissolve, any one or more of such committees. Each such committee shall have such name as may be determined by the Board, and shall keep regular minutes of its proceedings and report the same to the Board of Directors for approval as required.

     Section 7. WAIVER OF NOTICE: Whenever notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Director at a special meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any regular or special meeting need be specified in the waiver of notice of such meeting.

     Section 8. ACTION WITHOUT MEETING: Any action required or permitted to be taken at a meeting of the Board of Directors or of a committee of the Board of Directors, may be taken without a meeting if a consent in writing shall be signed by all of the members of the Board or of such a committee. Such consent shall have the same effect as a unanimous vote.

     Section 9. COMPENSATION: The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting or a stated salary as Director. No such payment shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE III — OFFICERS

     Section 1. ELECTION: The officers of the corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors may also choose additional or assistant officers. Any number of offices may be held by the same person.

     Section 2. TENURE; VACANCIES: The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board. Any vacancy occurring in any office shall be filled by the Board of Directors.

     Section 3. DUTIES; COMPENSATION: The duties and salaries of each officer shall be established by resolution of the Board of Directors.

ARTICLE IV — CAPITAL STOCK

     Section 1. STOCK CERTIFICATES: All certificates of stock of the Company shall be signed by the Chairman or Vice Chairman of the Board of Directors, or the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Company and shall bear the corporate seal of the Company. To the extent permitted by law, the signatures of such officers, and the corporate seal, appearing on certificates of stock, may be facsimile, engraved or printed. In case any such officer who signed or whose facsimile signature appears on any such certificate shall have ceased to be such officer before the certificate is issued, such certificate may nevertheless be issued by the Company with the same effect as if such officer had not ceased to be such officer at the date of its issue.

     The Company shall not issue a certificate for a fractional share; however, the Board of Directors may issue, in lieu of any fractional share, scrip or other evidence of ownership upon such terms and conditions as it may deem advisable.

     All certificates of stock of each class and series shall be numbered appropriately.

     Section 2. RECORD OWNERSHIP: The corporation shall maintain a record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue and the number thereof. The Company shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof, and accordingly it will not be bound to recognize any equitable or other claim of interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of California.

     Section 3. TRANSFERS: Transfers of stock shall be made on the books of the Company only by direction of the person named in the certificate, or by an attorney lawfully constituted in writing, and upon the surrender of the certificate therefor.

     Section 4. TRANSFER AGENTS; REGISTRARS: The Board of Directors may, by resolution, from time to time appoint one or more Transfer Agents that may be officers or employees of the Company, to make transfers of shares of stock of the Company, and one or more Registrars to register shares of stock issued by or on behalf of the Company. The Board of Directors may adopt such rules as it may deem expedient concerning the issue, transfer and registration of stock certificates of the Company.

     Section 5. LOST CERTIFICATES: Each person whose certificate of stock has been lost, stolen or destroyed shall be entitled to have a replacement certificate issued in the same name and for the same number of shares as the original certificate, provided that such person has first filed with such officers of the Company, Transfer Agents or Registrars, as the Board of Directors may designate, an affidavit stating that such certificate was lost, stolen or destroyed and a bond of indemnity, each in the form and with such provisions as such officers, Transfer Agents or Registrars may reasonably deem satisfactory.

     Section 6. TRANSFER BOOKS; RECORD DATES: The Board of Directors shall have power to close the stock transfer books of the Company as permitted by law; provided, however, that in lieu of closing the said books, the Board of Directors may fix in advance a date, not exceeding sixty days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights or the date when any change or conversion or exchange of shares shall go into effect, as a record date when any determination of the shareholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights or to exercise the rights in respect of any such change, conversion or exchange of shares, and in such case such shareholders and only such shareholders as shall be shareholders of record on the date of closing the transfer books or on the record date so fixed shall be entitled to notice of, and to vote at, such meeting, and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding

any transfer of any shares on the books of the Company after such date of closing of the transfer books or such record date fixed as aforesaid.

ARTICLE V — INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

     The Company may indemnify any person who is or was a Director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any civil, criminal, administrative or investigative action, suit, proceeding or claim, to the full extent and in the manner permitted by law.

ARTICLE VI — MISCELLANEOUS PROVISIONS

     Section 1. SEAL: The corporate seal of the Company shall be circular and have inscribed thereon the words “Cottage Bakery, Inc. Corporate Seal California” and may also have inscribed thereon the date of incorporation; an impression of the same is set forth hereon.

     Section 2. FISCAL YEAR: The fiscal year of the Company shall begin with the first day of October and end on the thirtieth day of September in each year.

     Section 3. AMENDMENTS: These Bylaws may be restated, amended or repealed by a majority vote of the Board of Directors.

EX-3.11

Exhibit 3.11

(STAMP)

CERTIFICATE OF INCORPORATION

OF

H P B PRODUCTS, INC.

**********

     THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:

     FIRST: The name of the Corporation is:

H P B PRODUCTS, INC.

     SECOND: The registered office of the Corporation is to be located at 306 South State Street, in the City of Dover, in the County of Kent, in the State of Delaware. The name of its registered agent at that address is the United States Corporation Company.

     THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

     FOURTH: The total number of shares of stock which the Corporation is authorized to issue is 400. All such shares are without par value and are classified as 100 shares of Class A Common Stock and 300 shares of Class B Common Stock.

     Class A Common Stock shall have sole voting rights except as may otherwise be required by statue.

     The holders of Class B Common Stock shall be entitled, in case of liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any amount shall be paid to the holders of Class A Common Stock, an amount equal to the capital represented by Class B Common Stock on the books of the Corporation; thereafter, Class A Common Stock and Class B Common Stock shall share equally in the distribution of the remaining assets of the Corporation.

     FIFTH: The name and address of the Incorporator are as follows:

NAME	ADDRESS
D. S. Nuter	33 North LaSalle Street Chicago, Illinois 60602

     SIXTH: The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

     (1) The number of directors of the Corporation shall be such as from time to time shall be fixed by, or in the manner provided in, the by-laws. Election of directors need not be by ballot unless the by-laws so provide.

     (2) The Board of Directors shall have power without the assent or vote of the stockholders to make, alter, amend, change, add to or repeal the by-laws of the Corporation; to fix and vary the amount to be reserved for any proper purpose; to authorize and cause to be executed mortgages and liens upon all or any part of the property of the Corporation; to determine the use and disposition of any surplus or net profits; and to fix the times for the declaration and payment of dividends.

     (3) The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and as binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of directors’ interest, or for any other reason.

     (4) In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such

acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the statutes of Delaware, of this Certificate, and to any by-laws from time to time made by the stockholders; provided, however, that no by-laws so made shall invalidate any prior act of the directors which would have been valid if such by-law had not been made.

     SEVENTH: The Corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

     EIGHTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware, may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority

in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class or stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.

     NINTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal.

/s/ D. S. Nuter  

D. S. Nuter 

(STAMP)

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

H P B PRODUCTS, INC.

Adopted in accordance with the provisions
of Section 242 of the General Corporation
Law of the State of Delaware

     We, Harris F. Byrd, President, and Carol A. Williams, Assistant Secretary of H P B Products, Inc., a corporation existing under the laws of the State of Delaware, do hereby certify as follows:

     FIRST: That the Certificate of Incorporation of said Corporation has been amended as follows:

     By striking out the whole of Article FIRST thereof as it now exists and inserting in lieu and instead thereof a new Article FIRST, reading as follows:

     “FIRST: The name of the Corporation is:

                    FLAVOR HOUSE PRODUCTS, INC.”

     By striking out the whole of Article FOURTH thereof as it now exists and inserting in lieu and instead thereof a new Article FOURTH, reading as follows:

     “FOURTH: The total number of shares of stock which the Corporation is authorized to issue is 40,000 All

such shares are without par value and are classified as 10,000 shares of Class A Common Stock and 30,000 shares of Class B Common Stock.

     Class A Common Stock shall have total voting rights except as may otherwise be required by statute.

     Holders of the Class B Common Stock are entitled to receive, when and declared, out of any account from which dividends may be lawfully declarable, dividends in each fiscal year up to but not to exceed the rate of $1.10 per share on all outstanding Class B Common Stock before any dividends shall be paid upon any other stock of the Company. Dividends upon the Class B Common Stock shall not be cumulative and the Class B Common Stock shall not be entitled to participate in or to receive any profits or earnings other than, or in addition to, such non-cumulative $1.10 per share dividend.

     The Corporation shall have the riqht to redeem the Class 3 Common Stock after the first fiscal year, in whole or in part, at $10.00 per share, which amount shall be paid not later than sixty (60) days after notice of such redemption has been given to the Class B stockholders. If fewer than all such shares shall be redeemed, then such shares shall be redeemed from the holders thereof on a pro rata basis, based upon their respective holdings of Class B Common Stock.

     Provided the Corporation has not exercised its right of redemption pursuant to the preceding paragraph, the

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holders of Class B Common Stock shall be entitled to receive, in case of liquidation, dissolution, or winding-up of the Corporation, whether voluntary or involuntary, before any amount shall be paid to the holders of Class A Common Stock, an amount equal to $10.00 per share of Class B Common Stock; distribution of the remaining assets of the Corporation shall be made to the holders of Class A Common Stock.”

     SECOND: That such amendments have been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware by the unanimous written consent of all of the stockholders entitled to vote in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, we have signed this Certificate this 9th day of October, 1981.

 

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8301920043

(STAMP)

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

FLAVOR HOUSE PRODUCTS, INC.

Adopted in accordance with the provisions
of Section 242 of the General Corporation
Law of the State of Delaware

     The undersigned, being the President and Secretary of FLAVOR HOUSE PRODUCTS, INC., do hereby certify as follows:

     FIRST: That the Certificate of Incorporation of said Corporation has been amended as follows:

     By striking out the first paragraph of Article FOURTH thereof as it now exists and Inserting in lieu and instead thereof a new first paragraph of Article FOURTH, reading as follows:

FOURTH: The total number of shares of stock which the Corporation is authorized to issue is 50,000. All such shares are without par value and are classified as 15,000 shares of Class A Common Stock and 35,000 shares of Class 8 Common Stock.

     SECOND: That written consent to such amendment has been given by a majority of the shareholders entitled to vote thereon and written notice of such consent has been given to the shareholder not so consenting, all in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, we have signed this certificate this 16 day of July, 1983.

 

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8402780249

(STAMP)

CERTIFICATE OF MERGER

OF

FH PRODUCTS, INC.

INTO

FLAVOR HOUSE PRODUCTS, INC.

Pursuant to Section 251 of
the General Corporation Law

     Flavor House Products, Inc., a Delaware corporation (“Flavor House”), hereby does certify that:

     FIRST: The name and place of incorporation of the corporation to be merged into Flavor House is FH Products, Inc., a Delaware corporation (“FH”). Flavor House shall survive the merger (Flavor House, in its capacity as such, hereinafter sometimes being referred to as the “Surviving Corporation”) and shall continue under the name Flavor House Products, Inc. as a corporation organized and existing under the laws of the State of Delaware.

     SECOND: An agreement of merger has been approved, adopted, certified, executed and acknowledged by Flavor House and FH in accordance with Section 251(c) of the Delaware General Corporation Law.

     THIRD: There will be no amendments or changes to the certificate of incorporation of Flavor House to be effected by the Merger and the certificate of incorporation of Flavor House shall be the certificate of incorporation of the Surviving Corporation.

     FOURTH: The executed agreement of merger is on file at the principal place of business of the Surviving Corporation at 1665 E. Birchwood Ave., Des Plaines, Illinois 60018.

     FIFTH: A copy of the agreement of merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of Flavor House or FH.

-1-

     IN WITNESS WHEREOF, Flavor House Products, Inc. has caused these presents to be signed on its behalf by its President and Secretary on October 4, 1984.

 

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Certificate of Merger of the “FH PRODUCTS, INC.”,

merging with and into the “FLAVOR HOUSE PRODUCTS, INC.”,

under the name of “FLAVOR HOUSE PRODUCTS, INC.”,

as received and filed in this office the fourth day of October, A.D. 1984, at 3 o’clock P. M.

8700560141

(STAMP)

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

FLAVOR HOUSE PRODUCTS, INC.

(Pursuant to Section 242 of the General
Corporation Law of the State of Delaware)

          HARRIS P. BYRD, President, and M. PAUL KELLY, Secretary, of FLAVOR HOUSE PRODUCTS, INC., a corporation organized and existing under the laws of the State of Delaware, hereby certify as follows:

          FIRST: The Certificate of Incorporation of Flavor House Products, Inc. is hereby amended by adding thereto a new Article NINTH which reads as follows:

     “NINTH: No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.”

          SECOND: The foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

          THIRD: The capital of the Corporation will not be reduced under or by reason of said amendment.

          IN WITNESS WHEREOF, the undersigned have made and signed this Certificate as of this 30^th day of January, 1987.

/s/ Harris P. Byrd  

Harris P. Byrd  

President 

ATTEST:

/s/ M. Paul Kelly  

M. Paul Kelly  

Secretary 

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/25/1993
931765368 — 919834

CERTIFICATE FOR

RENEWAL AND REVIVAL OF CHARTER

OF

FLAVOR HOUSE PRODUCTS, INC.

          Flavor House Products, Inc., a corporation organized under the laws of Delaware, the Certificate of Incorporation of which was filed in the office of the Secretary of State on the fifth day of August, 1981, and recorded in the office of the Recorder of Deeds for Kent County, the charter of which was voided for non-payment of taxes, now desires to procure a restoration, renewal and revival of its charter, and hereby certifies as follows:

          1. The name of the corporation is:

           FLAVOR HOUSE PRODUCTS, INC.

          2. The registered office of the Corporation is to be located at 32 Loockerman Sq., Suite L-100 in the City of Dover, in the County of Kent, in the State of Delaware. The name of its registered agent at that address is the United States Corporation Company.

          3. The date when the restoration, renewal, and revival of the charter of this company is to commence is the 28th day of February, 1993, same being prior to the date of the expiration of the charter. This renewal and revival of the charter of this corporation is to be perpetual.

          4. This corporation was duly organized and carried in the business authorized by its charter until the first day of March, 1993, at which time its charter became inoperative and void for non-payment of taxes and this certificate for renewal and revival is filed by authority of the duly elected directors of the corporation in accordance with the laws of the State of Delaware.

          IN TESTIMONY WHEREOF, and in compliance with the provisions of Section 312 of the General Corporation Law of the State of Delaware, as amended, providing for the renewal, extension and restoration of charters, for Robert Fitzgerald, President, the last acting President and for William Mallis, Secretary, the last acting Secretary of Flavor House Products, Inc., have hereunto set their hands to this certificate this June 25, 1993.

By:	/s/ Robert Fitzgerald
	Robert Fitzgerald
	President

ATTEST:

By:	/s/ William Mallis
	William Mallis
	Secretary

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:45 PM 09/29/1998
981378323 — 0919834

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

FLAVOR HOUSE, INC.

INTO

FLAVOR HOUSE PRODUCTS, INC.

*******

     Flavor House, Inc., a corporation organized and existing under the laws of Delaware,

     DOES HEREBY CERTIFY:

     FIRST: That this company was incorporated on the 23rd day of August, 1984, pursuant to the General Corporation Laws of the State of Delaware.

     SECOND: That this company owns all of the outstanding shares of stock of Flavor House Products, Inc., a company incorporated on the 5th day of August, 1981, pursuant to the General Corporation Laws of the State of Delaware.

     THIRD: That the directors Flavor House, Inc., by the following resolution of its Board of Directors, duly adopted by the unanimous written consent of its members, filed with the minutes of the Board on the 28th day of September, 1998, determined to merge itself into said Flavor House Products, Inc.;

RESOLVED, that Flavor House, Inc. merge, and it hereby does merge itself into said Flavor House Products, Inc. which assumes all of the obligations of Flavor House, Inc.;

FURTHER RESOLVED, that the merger shall be effective upon filing with the Secretary of State of Delaware;

FURTHER RESOLVED, that the terms and conditions of the merger are that the sole shareholder of Flavor House, Inc. shall receive all of the shares of stock of Flavor House Products, Inc., the surviving corporation, upon surrender of all of the shares of Flavor House, Inc.

FURTHER RESOLVED, that the proposed merger shall be submitted to the stockholders of Flavor House, Inc. at a meeting of such stockholders duly called and held and upon receiving the affirmative vote of the holders of at least a majority of the outstanding stock entitled to vote thereon of Flavor House, Inc., the merger shall be approved; and

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FURTHER RESOLVED, that any officer of the company be, and hereby is, directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolution to merge itself into said Flavor House Products, Inc. and the date of adoption thereof, and to cause the same to be filed with the Secretary of State and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anyway necessary or proper to effect said merger.

     FOURTH: That the merger has been approved by the sole holder of all of the outstanding stock of Flavor House, Inc. by unanimous written consent.

     FIFTH: Anything herein or elsewhere to the contrary notwithstanding, this merger may be amended or terminated and abandoned by the Board of Directors of Flavor House, Inc. at any time prior to the time that this merger filed with the Secretary of State becomes effective.

     IN WITNESS WHEREOF, said Flavor House, Inc. has caused this Certificate to be signed by J. E. Neiger, its Assistant Secretary this 29th day of September, 1998.

FLAVOR HOUSE, INC.
By:	/s/ J. E. Neiger
	J. E. Neiger
	Assistant Secretary

CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE

*****

     Flavor House Products, Inc.. a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware

DOES HEREBY CERTIFY:

          That the registered office of the corporation in the state of Delaware is hereby changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.

          That the registered agent of the corporation is hereby changed to THE CORPORATION TRUST COMPANY, the business address of which is identical to the aforementioned registered office as changed.

          That the changes in the registered office and registered agent of the corporation as set forth herein were duly authorized by resolution of the Board of Directors of the corporation.

          IN WITNESS WHEREOF, the corporation has caused this Certificate to be signed by an authorized officer, this 26^th day of May, 2004.

Flavor House Products, Inc.
By:	/s/ C. G. Huber, Jr.
	C. G. Huber, Jr., Secretary

DE023 — 6/29/01 — CT Syclom Online

State of Delaware
Secretary of State
Division of Corporations
Delivered 02:33 PM 06/03/2004
FILED 12:47 PM 06/03/2004
SRV 040413232 — 0919834 FILE

EX-3.12

Exhibit 3.12

BY-LAWS

OF

FLAVOR HOUSE PRODUCTS, INC.

ARTICLE I

OFFICES

     SECTION 1. REGISTERED OFFICE. The registered office shall be established and maintained at the office of United States Corporation Company, in the City of Dover, in the County of Kent, in the State of Delaware, and said corporation shall be the registered agent of this corporation.

     SECTION 2. OTHER OFFICES. The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

     SECTION 1. MEETINGS. All meetings of stockholders, including annual meetings for the election of directors, shall be held at such time, and on such date and at such place, either within or without the State of Delaware, as shall be determined by the Chairman of the Board or the Board of Directors acting pursuant to Section 4 of this Article II. In the event the Chairman of the Board or the Board of Directors fail to so determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the corporation in Delaware at the hour of ten o’clock A.M., on the 2nd Tuesday in October of each year, beginning with the year 1982 . If the date of the annual meeting shall fall upon a legal holiday the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and may transact such other business as may properly come before the meeting.

     SECTION 2. VOTING. Except as otherwise required by the Certificate of Incorporation, each stockholder at every meeting of stockholders shall be entitled to one vote for each share of the capital stock of the corporation held by such stockholder. Except as otherwise required by the laws of the State of Delaware or by the Certificate of Incorporation, all matters submitted to a vote at all meetings of stockholders shall be decided by a majority vote of those present in person or by proxy.

     SECTION 3. QUORUM. Except as otherwise required by the laws of the State of Delaware, or by the Certificate of Incorporation, the presence in person, or by proxy of stockholders having the right to cast a majority of the votes upon the matters to be acted upon at any meeting of stockholders, shall constitute a quorum for such meeting. In case a quorum shall not be present at any meeting, the officer entitled to preside at such meeting shall have the power to adjourn the meeting by announcing that such meeting has ben adjourned to another specified time, date and place.

     SECTION 4. CALL OF MEETINGS. Except as otherwise required by the laws of the State of Delaware or the Certificate of Incorporation, either the Chairman of the Board, by written notice to the Secretary, or the Board of Directors, by resolution, shall have the power to call special meetings of the stockholders and shall have the power to determine that the annual meeting of stockholders shall be held at a time, on a date, or at a place other than the time, date and place specified in Section 1 of this Article II. Any such notice or resolution shall state the time, date, place and purpose or purposes of the meeting.

     SECTION 5. NOTICES OF MEETING. The Secretary shall give written notice of the annual or any special meetings to each stockholder, not less than ten nor more than sixty days before such meeting, which notice shall specify the time, date and place of the meeting and the purpose or purposes for which the meeting is being held.

ARTICLE III

DIRECTORS

     SECTION 1. NUMBER. The number of directors which shall constitute the whole board shall be three. (Amended 4/23/98)

     SECTION 2. REMOVAL. Any director or directors may be removed either for, or without, cause at any time by stockholders having the right to cast a majority of the votes upon such matter.

     SECTION 3. VACANCIES. Vacancies on the board, and newly created directorships resulting from any increase in the authorized number of directors, may be filled by the affirmative vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

     SECTION 4. POWERS. The Board of Directors shall exercise all the powers of the corporation, except such as are by law, or by the Certificate of Incorporation of the corporation or by these By-Laws conferred upon or reserved to the stockholders.

     SECTION 5. COMMITTEES. The Board of Directors may, by resolution or resolutions passed by a majority of the whole board, designate one or more committees, each committee to consist of two or more of the directors of the corporataion. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution and not inconsistent with the laws of the State of Delaware, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it.

     SECTION 6. MEETINGS. If a quorum shall be present, a newly elected Board of Directors may hold its first meeting, without notice, immediately after the annual meeting of stockholders. Regular meetings of the Board of Directors may be held, without notice, at such places and times as shall be determined, from time to time, by resolution of the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman of the Board on two days’ notice to each director, either personally or by mail or by telegram. Special meetings shall be called by the Chairman of the Board or Secretary in like manner and on like notice on the written request of any two directors.

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     SECTION 7. QUORUM. A majority of the directors shall constitute a quorum for the transaction of business. If at any meeting of the board there shall be less than a quorum present a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

     SECTION 8. ACTION WITHOUT MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all of the members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the board or committee.

ARTICLE IV

OFFICERS

See page 9 of Bylaws for new.

Section 1. Officers. (Amended 4/23/98)

     SECTION 1. OFFICERS. The officers of the corporation shall be a Chairman of the Board, a President, a Secretary, a Treasurer, and a Controller, all of whom shall be elected by the Board of Directors and who shall hold office until their successors are elected or qualified. In addition, the Board of Directors may elect one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as they may deem proper. The Chairman of the Board shall be a director, but none of the other officers of the Corporation need be directors. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. Two or more offices may be held by the same person.

     SECTION 2. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be the chief executive officer of the corporation and shall be responsible for formulating general policies and programs for the corporation for submission to the Board of Directors, and for carrying out the programs and policies approved by the Board of Directors. The Chairman of the Board shall preside at all meetings of the stockholders and of the Board of Directors at which he shall be present and he shall be, ex officio, a member of all standing committees. He shall supervise the activities of the President, and, in the absence or disability of the President, or in the event that for any reason it is impracticable for the President to act personally, he shall have the powers and duties of the President. The Chairman shall have the power to sign and execute in the name of the corporation all bonds, deeds, mortgages, leases and other contracts and instruments, except in any case where the signing and execution thereof has been delegated to some other officer or agent of the corporation. The Chairman of the Board shall also have such other powers and duties as shall be assigned to him by the Board of Directors.

     SECTION 3. PRESIDENT. The President shall be the chief administrative officer of the corporation and shall have the general supervision over the business and operations of the corporation. He shall have the power to sign and execute in the name of the corporation all bonds, deeds, mortgages, leases and other contracts and instruments. In the absence or disability of the Chairman of the Board, or in the event that for any reason it is impracticable for the Chairman to act personally, the President shall have the powers and duties of the Chairman, including the responsibility to preside at all meetings of stockholders and of the Board of Directors in the absence of the Chairman of the Board. In the performance of all of the duties hereunder, the President shall be subject to the supervision of, and shall report to, the Chairman of

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the Board. The President shall also have such other powers and duties as shall be assigned to him by the Chairman of the Board or the Board of Directors.

     SECTION 4. VICE-PRESIDENTS. The Vice-Presidents shall have the power to sign and execute in the name of the corporation all bonds, deeds, mortgages, leases and other contracts and instruments. The Vice-Presidents shall also have such other powers and duties as shall be assigned to them by the Chairman of the Board, the President or the Board of Directors, and they shall be subject to the supervision of, and shall report to the Chairman of the Board and the President.

     SECTION 5. THE SECRETARY. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws. He shall record all the proceedings of the meetings of the corporation and of the directors in a proper corporation minute book. The Secretary shall have custody of the seal of the corporation and shall affix the seal to all proper corporate documents and instruments, and when so affixed shall attest the same. He shall also perform such other duties as may be assigned to him by the Chairman of the Board, the President or the Board of Directors.

     SECTION 6. ASSISTANT SECRETARIES. An Assistant Secretary (or in the event there be more than one Assistant Secretary, the Assistant Secretaries in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall in the absence or disability of the Secretary, or in the event that for any reason it is impracticable for the Secretary to act, shall have the powers and duties of the Secretary. The attestation of the seal of the corporation on any instrument of the corporation by any Assistant Secretary shall be conclusive evidence, as to third parties, of his authority to act in the place of the Secretary.

     SECTION 7. TREASURER. The Treasurer shall be the chief financial officer of the corporation. He shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He shall deposit all monies and other valuables in the name and to the credit of the corporation in such depositaries as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe. The Treasurer shall also perform such other duties as may be assigned to him by the Chairman of the Board, the President or the Board of Directors.

     SECTION 8. CONTROLLER. The Controller shall be chief accounting officer of the corporation and shall have general supervision over the keeping of the books of account and other financial records of the corporation. In the performance of all the duties hereunder, the Controller shall be subject to the supervision of, and shall report to, the President and the Treasurer. The Controller shall also have such other powers and duties as shall be assigned to him by the Chairman of the Board, the President and the Treasurer.

     SECTION 9. ASSISTANT TREASURERS. The Assistant Treasurer (or in the event there be more than one Assistant Treasurer, the Assistant Treasurers in the order designated by the Board of Directors, or in the absence of any designation, then in

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the order of their election) shall in the absence of the Treasurer, or in the event that for any reason it is impracticable for the Treasurer to act, shall have the powers and the duties of the Treasurer.

SECTION 10. HONORARY CHAIRMAN.

See page 9 of Bylaws. Adopted by Board of Directors — 10/4/84

ARTICLE V

INDEMNIFICATION

     SECTION 1. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

     SECTION 2. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

     SECTION 3. To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

     SECTION 4. Any indemnification under Sections 1 and 2 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon determination that indemnification of the director, officer, employee, or agent is

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proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2. Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

     SECTION 5. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors in the manner provided in Section 4 upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this Article V.

     SECTION 6. The indemnification provided by this Article V shall not be deemed exclusive of any other rights of indemnification, whether existing at the time of the adoption of this Article V or hereafter, to which those seeking indemnification may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Each person who is or becomes a director, officer, employee or agent as aforesaid shall be deemed to have served or to have continued to serve in such capacity in reliance upon the indemnity herein provided for in this Article V.

     SECTION 7. The directors may authorize the purchase and maintenance of insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article V or otherwise.

     SECTION 8. For purposes of this Article V, reference to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article V with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

     SECTION 9. For purposes of this Article V, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and

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in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article V.

ARTICLE VI

MISCELLANEOUS

     SECTION 1. CERTIFICATES OF STOCK. Certificates of stock, signed by the Chairman of the Board, President or any Vice-President, and the Treasurer or an Assistant Treasurer, or Secretary or any Assistant Secretary, shall be issued to each stockholder certifying the number of shares owned by him in the corporation; the signatures of each officer may be facsimiles. When such certificates are countersigned (1) by a transfer agent other than the corporation or its employees, or, (2) by a registrar other than the corporation or its employee, the signatures of such agents may be facsimiles.

     SECTION 2. LOST CERTIFICATES. A new certificate of stock may be issued in the place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

     SECTION 3. TRANSFER OF SHARES. The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security and not absolutely, it shall be so expressed in the entry of the transfer.

     SECTION 4. DIVIDENDS. Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor, at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient.

     SECTION 5. SEAL. The corporation seal shall be circular in form and shall contain the name of the corporation, and the words, “CORPORATE SEAL DELAWARE”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

     SECTION 6. FISCAL YEAR. The fiscal year of the corporation shall begin on the 1st day of Oct. of each year and end on the 30th day of Sept. of each year.

(Amended 4/23/98

     SECTION 7. CHECKS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

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     SECTION 8. NOTICE AND WAIVER OF NOTICE. Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise required by the laws of the State of Delaware.

     Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

     SECTION 9. RECORD DATES. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allocation of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix in advance a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.

ARTICLE VII

AMENDMENTS

These By-Laws may be made, altered, amended or repealed by resolution of the Board of Directors.

ADDENDUM TO BYLAWS
SEE PAGE 9

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ADDENDUM TO BYLAWS

Article IV, Section 1. Officers:

     SECTION 1. OFFICERS. The officers of the Corporation shall be a Chairman of the Board, a President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors and who shall hold office until their successors are elected or qualified. In addition, the Board of Directors may elect one or more Vice Presidents and such Assistant Secretaries, Assistant Treasurers and Honorary Chairmen as they may deem proper. The Chairman of the Board shall be a director, but none of the other officers of the Corporation need be a director. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. Two or more offices may be held by the same person.

Article IV, Section 10. Honorary Chairman:

     SECTION 10. HONORARY CHIARMAN. The Honorary Chairman (or chairmen) shall act as a goodwill ambassador on behalf of the Corporation and shall carry out such other duties as from time to time either the Board of Directors or the President of the Corporation may direct.

EX-3.13

Exhibit 3.13

STATE of DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE of FORMATION

•	First: The name of the limited liability company is Harvest Manor Farms, LLC.
•	Second: The address of its registered office in the State of Delaware is 2711 Centerville Road Suite 400 in the City of Wilmington, DE 19808.
	The name of its Registered agent at such address is Corporation Service Company.
•	Third: (Use this paragraph only if the company is to have a specific effective date of dissolution.) “ The latest date on which the limited liability company is to dissolve is                                         .”
•	Fourth: (Insert any other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation of Harvest Manor Farms, LLC this 8th day of June, 2004.

BY:	/s/ Tanya M. Taylor
	Authorized Person(s)
	NAME: Tanya Taylor Type or Print

State of Delaware
Secretary of State
Division of Corporations
Delivered 02:20 PM 06/14/2004
FILED 02:17 PM 06/14/2004
RV 040436768 — 3815519 FILE

State of Delaware
Secretary of State
Division of Corporations
Delivered 01:28 PM 03/25/2009
FILED 01:14 PM 03/25/2009
SRV 090300516 — 3815519 FILE

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT

1.	Name of Limited Liability Company: HARVEST MANOR FARMS, LLC
2.	The Certificate of Formation of the limited liability company is hereby amended as follows:

The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 24th day of March, A.D. 2009.

By:	/s/ C.K. Vinyard
	Authorized Person(s)
	Name: C.K. Vinyard Print or Type

EX-3.14

Exhibit 3.14

HARVEST MANOR FARMS, LLC

     LIMITED LIABILTIY COMPANY AGREEMENT, dated as of March 20, 2009, adopted by Flavor House Products, Inc., as the sole member (the “Member”) of Harvest Manor Farms, LLC (the “Company”).

Preliminary Statement

     The Company was formed on June 14, 2004, by the filing of a Certificate of formation in the Office of the Secretary of State of Delaware.

     On March 20, 2009 the Member acquired 100% of the issued and outstanding units representing membership interests of the Company from Morven Partners, L.P.

     Accordingly, the Member hereby adopts the following as the Limited Liability Company Agreement of the Company (the “Agreement”) within the meaning of the Delaware Limited Liability Company Act (the “Act”).

Article I

General Provisions

     SECTION 1.01. Name. The name of the Company is “Harvest Manor Farms, LLC”.

     SECTION 1.02. Purpose. The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the Act.

     SECTION 1.03. Registered Office. The registered office of the Company in the State of Delaware is in care of The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     SECTION 1.04. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is in care of The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     SECTION 1.05. Members. The name and the address of the sole member of the Company (the “Member”) is as follows:

Flavor House Products, Inc.
800 Market Street
St. Louis, MO 63101

     SECTION 1.06. Authorized Person. Each of the Chief Executive Officer, President, or any Vice President of Flavor House Products, Inc, is hereby designated as an authorized person,

within the meaning of the Act, to act solely in connection with executing, delivering and causing to be filed any amendments or restatements to the Certificate of Formation adopted in accordance with the terms hereof and any other certificates (and any amendments or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the company may wish to conduct business.

ARTICLE II

Management

     SECTION 2.01. Management. (a) Subject to Section 2.01(b), the business and affairs of the Company shall be managed solely by the Member, who shall have the exclusive power and authority, on behalf of the company, to take any action of any kind not inconsistent with the express provisions of this Agreement and to do anything and everything it deems necessary or appropriate to carry on the business and purposes of the Company. The Member is, to the extent of its rights and powers set forth in this Agreement, an agent of the Company for the purpose of the Company’s business, and its actions taken in accordance with such rights and powers shall bind the Company. The Member shall exercise its authority as such in its capacity as Member. The Company shall not have any “managers” within the meaning of the Act.

     (b) The Member may adopt or amend regulations of the Company (the “Regulations”) setting forth such matters concerning the management of the Company and not inconsistent with the express provisions of this Agreement as may be determined from time to time by the Member. The Member may assign to any person such powers, duties and titles as the Member may from time to time determine and set forth in the Regulations.

     SECTION 2.02. Dissolution. The Company shall be dissolved and its affairs shall be wound up only upon the decision of the Member to dissolve the Company.

     SECTION 2.03. Liquidation. Upon a dissolution pursuant to Section 2.02, the Company business and Company assets shall be liquidated in an orderly manner, the Member shall be the liquidator, or shall appoint a liquidator, to wind up the affairs of the Company pursuant to this Agreement. In performing its duties, the liquidator is authorized to sell, distribute, exchange or otherwise dispose of Company assets in accordance with the Act in any reasonable manner that the liquidator shall determine to be in the best interest of the Member.

     Section 2.04. Tax Classification. (a) The Member intends that, in accordance with Treasury Regulations Sections 301.7701-2 and 301.7701-3 and corresponding provisions of applicable state tax laws (and any successor provisions), the Company be disregarded as an entity separate from the Member for all income tax purposes.

     (b) The Member and the Company shall take no action that would terminate the Company’s eligibility to be disregarded as an entity separate from the member (such action, a “Contrary Action”) without the written consent of the Member. Any Contrary Action taken by the Company without the written consent of the Member shall be null, void and of no force or effect whatsoever.

     (c) For any period that the Company is disregarded as an entity separate from the Member for income tax purposes, all of the Company’s items of income, gain, deduction, loss, and credit, shall be included directly in the federal (and applicable state) income tax returns of the member as if the Company were a branch or division of the Member for income tax purposes.

ARTICLE III

Capital Contributions

     SECTION 3.01. Initial Capital Contributions. The initial cash capital contribution to be made by the Member promptly after the date hereof and the percentage interest owned by the Member in the Company is as follows:

Member	Initial Capital Contribution	Percentage Interest
Flavor House Products, Inc.	* See Membership Interest Purchase Agreement dated March 20, 2009	100%

     SECTION 3.02. Additional Contributions. The Member shall have no obligation to make any additional capital contribution to the Company after the date hereof, but may do so from time to time.

ARTICLE IV

Transfer of Interests

     SECTION 4.01. Distributions. Distributions, if any, shall be made at the times and in the aggregate amounts determined by the Member.

     SECTION 4.02. Restrictions on Transfer. The Member shall have the right to sell, assign, dispose of, or otherwise transfer, pledge or encumber, all or any of its interests in the Company.

     SECTION 4.03. Admission of Additional or Substitute Members. No additional or substitute members shall be admitted to the Company without the written approval of the Member.

ARTICLE V

Miscellaneous

     SECTION 5.01. Liability Of Member. (a) Except as otherwise expressly provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely

by reason of being a member. Except as otherwise expressly provided in the Act, the liability of the Member shall be limited to the amount of capital contributions, if any, required to be made by the Member in accordance with the provisions of this Agreement, but only when and to the extent the same shall become due pursuant to the provisions of this Agreement. The Member shall not be liable to make up any deficit in its capital account.

     (b) No Indemnified Person (as defined below) shall be liable to the Company or the Member for any losses, claims, damages or liabilities arising from, related to, or in connection with this Agreement or the Company’s business or affairs (including any act or omission by any Indemnified Person), except for any losses, claims, damages or liabilities determined by final judgment of a court of competent jurisdiction to have resulted from such Indemnified Person’s gross negligence or willful misconduct.

     (c) The Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless each Indemnified Person against any losses, claims, damages or liabilities to which such Indemnified Person may become subject in connection with any matter arising from, related to, or in connection with this Agreement or the Company’s business or affairs, except for any such losses, claims, damages or liabilities determined by the final judgment of a court of competent jurisdiction to have resulted from such Indemnified Person’s gross negligence or willful misconduct. If any Indemnified Person becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising from, related to, or in connection with this Agreement or the Company’s business or affairs, whether or not pending or threatened and whether or not any Indemnified Person is a party thereto, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (Including the cost of any investigation and preparation) incurred in connection therewith; provided, however, that such Indemnified Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to it to the extent that it shall be ultimately determined that such Indemnified Person is not entitled to be Indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the immediately preceding sentence. If for any reason (other than failure to meet the applicable indemnification standards) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and such Indemnified Person on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations.

     (d) “Indemnified Person” means the member, each affiliate of the Member and each director, officer, stockholder, partner or member of the Member or any such affiliate.

     (e) Notwithstanding anything else contained in this Agreement, the indemnity obligations of the Company under paragraph (c) above shall:

(i) be in addition to any liability that the Company may otherwise have;

(ii)	extend upon the same terms and conditions to the directors, committee members, officers, stockholders, partners and members of the Indemnified Person;
(iii)	inure to the benefit of the successors, assigns, heirs and personal representatives of the Indemnified Person and any such persons; and
(iv)	be limited to the assets of the Company.

     (f) This Section 5.01 shall survive any termination of this Agreement and the dissolution of the Company.

     SECTION 5.02. Benefits of Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member; provided, however, that Section 5.01 shall benefit Indemnified Persons.

     SECTION 5.03. Governing Law. This Agreement shall be governed by and construed under the internal laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflict of law. This Agreement shall be construed in accordance with Section 18-1101 of the Act.

     SECTION 5.04. Headings. The titles of Sections of this Agreement are for convenience only and shall not be interpreted to limit or amplify the provisions of this Agreement.

     SECTION 5.05. Severability. Each provision of this Agreement shall be considered separable, and if for any reason any provision or provisions hereof are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid.

     IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed as of the day and year first written above.

FLAVOR HOUSE PRODUCTS, INC.
by:	/s/ C. G. Huber, Jr.
	Name:	C. G. Huber, Jr.
	Title:	Secretary

EX-3.15

Exhibit 3.15

(SEAL)

ARTICLES OF ORGANIZATION

OF

NEW HERITAGE WAFERS, LLC

     These Articles of Organization are executed by the undersigned for the purpose of forming a Wisconsin Limited Liability Company under Chapter 183 of the Wisconsin Statutes:

ARTICLE I

     The name of the limited liability company is New Heritage Wafers, LLC.

ARTICLE II

     The initial registered office is located at 780 North Water Street, Milwaukee, Milwaukee County, Wisconsin 53202.

ARTICLE III

     The name of the initial registered agent at the above registered office is Jeremy D. Newman.

ARTICLE IV

     Management of the limited liability company shall be vested in the manager or managers.

ARTICLE V

     The name and complete address of the organizer is Jeremy D. Newman, 780 North Water Street, Milwaukee, Wisconsin 53202.

     Executed this 17th day of December, 1998

(SEAL)

/s/ Jeremy D. Newman  

Jeremy D. Newman, Organizer 

Chapter 183 130.00
25.00
Exp
DT

(SEAL) (SEAL)

This document was drafted by:

Jeremy D. Newman, Esq.
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202

Please return acknowledgment to:

Michelle H. Toynton
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, WI 53202
(414) 273-3500

2

DFI/CCS/Corp
Form 53
(7/96)

(SEAL)

ARTICLES OF CORRECTION
(Domestic & Foreign Corporations, Limited Liability
companies and Limited Liability Partnerships)

Name of (Corporation) (Limited Liability Company) (Limited Liability Partnership)

New Heritage Wafers, LLC 98 DEC 22 All : 19

1. Articles of Organization filed with the Dept. of Financial Institutions on 12/17/98

(describe document) (date)

was	þ	Incorrect at the time of filing
	o	Defectively executed	(Check any that apply)
				DEC 23 12:00 PM
	o	Defective in attestation, seal, verification or acknowledgement		#, # 178205 DCORP 40	40.00

2. State the defect(s): (Specify the incorrect statement and the reason that it is incorrect, or the manner in which the execution is defective.) Article IV of the Articles of Organization stated that management of the limited liability company shall be vested in the manager or managers.

3.	Set forth the statement in	4.	Corrected execution:
	its corrected form:
	ARTICLE IV
	Management of the limited liability company shall be vested in the member or members.		(date)
			ACCT# 0000001310 CLASS CODE 340 TRX# 0000976407     $25.00
			(signature)
			(printed name)
			(title)

5. Executed on behalf of the (corporation) (limited liability company) (limited liability partnership) on

12/21/98

(date)

/s/ Jermey D. Newman

(signature)

Jermey D. Newman

(printed name)

Attorney-in-Fact for Ripon Foods, Inc.,

Member

This document was drafted by	Jeremy Newman, Esq.
	(name of individual required by law)

FILING FEE — $40.00

SEE REVERSE for Instructions, Suggestions, Filing Fee and Procedures

ARTICLES OF CORRECTION	$40.00 AP
(Domestic or Foreign Corporations, Limited Liability Companies or Limited Liability Partnerships)	$25.00 Expedite
Corrects Article 4, management shall be vested in member(s)

(STAMP)

Michelle H. Toynton
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, WI 53202 ← Please indicate where you would like the acknowledgement copy of the filed document sent. Please include complete name and mailing address.

     Your phone number during the day: ( 414 ) 273-3500 -

     INSTRUCTIONS (Ref. ss. 178.50, 180.0124 or 183.0122, Wis. Stats. for document content)

     Submit one original and one exact copy to Department of Financial Institutions, P O Box 846, Madison WI, 53707-7856. (If sent by Express or Priority US mail, address to 30 W. ifflin St., 9th Floor, Madison WI, 53703.) The original must include an original manual signature. If you have questions, please contact the Corporations unit at (608) 366-3590.

Set forth the name of the corporation, limited liability company or limited liability partnership. If the correction modifies the corporation, company or partnership namein any respect, set forth the name on the first line in its form before given effect to the correction.

Identify the document to be corrected (e.g., articles of organization, annual report, registration statement, articles of dissolution, amendment, etc., as appropriate), the date the document was filed by the Department of Financial Institutions, and indicate the nature of the defect by checking one or more of the boxes. A copy of the original document may be attached.

Detail the reason why the statement in the original document is incorrect or why the execution is defective, and enter the correct statement in item 3 or the corrected execution in item 4, or both.

Date and execute the articles of correction in item 5 (Or item 4 if a “corrected execution”) and provide the name and title of the person signing the document. For a corporation, the document must be signed by an officer, an incorporator, or court-appointed fiduciary; for a limited liability company, by a manager if management is vested in a manager or managers, or a member if management is reserved to the members: and for a limited liability partnership, by one or more partners authorized by the partnership or as otherwise provided in the partnership agreement.

When the document has been filed by the department, an acknowledgement copy stamped “FILED” will be sent to the address indicated above.

FILING FEE

A filing fee of $40.00. payable to DEPT. OF FINANCIAL INSTITUTIONS, must accompany the document.

DOMESTIC or FOREIGN corporations, limited liability companies, and limited liability partnerships are this same Form 53.

(STAMP)

(STAMP)

AMENDMENT TO ARTICLES OF ORGANIZATION

OF

NEW HERITAGE WAFERS, LLC

(SEAL)

     Pursuant to the consent of the sole member of New Heritage Wafers, LLC and in accordance with Section 183.0404(2) of the Wisconsin Statutes, the following resolutions were duly adopted on December 22, 1998:

     BE IT RESOLVED, that the Articles of Organization of New Heritage Wafers, LLC be, and they hereby are, amended by deleting Article I thereof and inserting in its place the following:

ARTICLE I

     The name of the limited liability company is Heritage Wafers, LLC.

     BE IT FURTHER RESOLVED, that this Amendment to Articles of Organization shall become effective as of January 2, 1999.

     Executed in duplicate as of the 22nd day of December, 1998.

NEW HERITAGE WAFERS, LLC
By:	Ripon Foods, Inc., its sole Member
By:	/s/ Charles E. Andrews
	Charles E. Andrews, President

This instrument was drafted by:
Jeremy D. Newman, Esq.
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202

MW2.(Illegible)

Chapter 183 $40.00 AP
$25.00 Expedite

ARTICLES OF
AMENDMENT

Changes company name

(STAMP)

EFFECTIVE DATE: January 2, 1999

Michelle Toynton
Godfrey & Kahn
780 N Water St
Milwaukee, WI 53202

EX-3.16

Exhibit 3.16

MEMBER’S AGREEMENT

     THIS AGREEMENT (this “Agreement”) of the undersigned sole member (the “Member”) of Heritage Wafers, LLC, a Wisconsin limited liability company (the “Company”) and Jeremy D. Newman (the “Organizer”), solely for the purpose of making the acknowledgment at the end of this Agreement, is effective as to the Member as of January 2, 1999.

WITNESSETH:

     WHEREAS, the Member has caused the formation of the Company by having the Organizer file with the Wisconsin Department of Financial Institutions Articles of Organization, a copy of which is attached hereto and incorporated by this reference, as provided in the Wisconsin Limited Liability Company Law (the “WLLCL”); and

     WHEREAS, the Member is hereby affirming its membership in the Company, acknowledging the contributions made by such Member as set forth on Schedule A attached hereto, and assenting to the operation of the Company under the WLLCL.

     NOW, THEREFORE, in consideration of the premises and promises herein contained, the undersigned does hereby agree as follows:

     Section 1. Purpose. The Company was formed for the purpose of engaging in any lawful activity within the purposes for which limited liability companies may be organized under the WLLCL, Chapter 183 of the Wisconsin Statutes.

     Section 2. Member Contribution. The Member has contributed the property described on Schedule A attached hereto. The Member has not agreed to make any additional contributions to the Company.

     Section 3. Assignment of Membership Interest. The Member may assign all or any part of its membership interest in the Company upon such terms and conditions as the Member and its assignee shall agree in writing. A person to whom the Member assigns all or any part of its membership interest in the Company in accordance with the preceding sentence shall be automatically admitted as a member of the Company without any further action by the Member, the assignee or the Company.

     Section 4. Company Dissolution. The Company is to be dissolved and its business wound up as provided in the WLLCL.

     Section 5. Member Management. The provisions of the WLLCL relating to a limited liability company the management of which has been vested in its members shall apply to the operations and management of the Company.

     Section 6. Board of Directors.

     (a) General Powers. The Member hereby delegates its management authority to a Board of Directors.

     (b) Tenure and Qualifications. The number of directors of the Company shall be such number as may be elected from time to time by the Member. Each director shall hold office until the Member appoints his successor, or until his death, resignation or removal by the Member for any reason or no reason. If a Board of Directors’ position is vacant through death, resignation or removal, the Member shall appoint a replacement Director at its convenience. The initial members of the Board of Directors shall be Charles E. Andrews, Edward W. Bumby and Larry V. Schultz.

     (c) Meetings. Meetings of the Board of Directors may be called by or at the request of the Chief Executive Officer, President, Secretary or any director. The person calling such meeting may fix any time or place for holding any meeting of the Board of Directors called by him. The Chief Executive Officer, and in his absence, the President, and in their absence, any director chosen by the directors present, shall call meetings of the Board of Directors to order and shall act as chairman of the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the presiding officer may appoint any director or other person present to act as secretary of the meeting.

     (d) Notice. Notice of any meeting shall be given at least forty-eight (48) hours previous thereto by oral notice or written notice delivered personally or mailed to each director at his last known address, or by facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when confirmation of receipt is printed out on the sending facsimile machine. Whenever any notice whatever is required to be given to any director of the Company, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the director entitled to such notice, shall be deemed equivalent to the giving of such notice. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting and objects thereto to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

     (e) Quorum. A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but though less than such quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

2

     (f) Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present, shall be the act of the Board of Directors, unless the act of a greater number is required by law.

     (g) Compensation. The Board of Directors, by affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, may establish reasonable compensation of all directors for services to the Company as directors, officers or otherwise or may delegate such authority to an appropriate committee. The Board of Directors also shall have authority to provide for or to delegate authority to an appropriate committee to provide for reasonable pensions, disability or death benefits, and other benefits or payments, to directors, officers and employees and to their estates, families, dependents or beneficiaries on account of prior services rendered by such directors, officers and employees to the Company.

     (h) Presumption of Assent. A director of the Company who is present at a meeting of the Board of Directors or a committee thereof at which action on any matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by certified mail to the Secretary of the Company immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

     (i) Action By Consent of the Board of Directors. Any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

     (j) Committees. The Board of Directors by resolution adopted by the affirmative vote of a majority of the directors may designate one or more committees, each committee to consist of three or more directors elected by the Board of Directors, which to the extent provided in said resolution as initially adopted, and as thereafter supplemented or amended by further resolution adopted by a like vote, shall have and may exercise, when the Board of Directors is not in session, the powers of the Board of Directors in the management of the business and affairs of the corporation, except action in respect to election of the principal officers or the filling of vacancies on committees created pursuant to this section. The Board of Directors may elect one or more of its members as alternate members of any such committee who may take the place of any absent member or members at any meeting of such committee, upon request by the Chief Executive Officer, President or chairman of such meeting. Each such committee shall fix its own rules governing the conduct of its activities and shall make such reports to the Board of Directors of its activities as the Board of Directors may request.

3

Section 7. Officers.

     (a) Principal Officers. The principal officers of the Company shall be a Chief Executive Officer, President, one or more Vice Presidents, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person.

     (b) Election and Term of Office. The officers of the Company shall be elected annually by the Board of Directors. Each officer shall hold office until his successor shall have been duly elected or until his prior death, resignation or removal in the manner hereinafter provided.

     (c) Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create contract rights.

     (d) Vacancies. A vacancy in any principal office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term.

     (e) Chief Executive Officer. The Chief Executive Officer shall be the highest executive officer of the Company and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Company. He shall, when present, preside at all meetings of the Board of Directors. He may sign deeds, mortgages, bonds, contracts, or other instruments necessary or proper to be executed in the course of the Company’s regular business or which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Company, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time. Except as otherwise provided by the Board of Directors, the Chief Executive Officer may authorize any President, Vice-President or other officer or agent of the Company to sign, execute and acknowledge such documents or instruments in his place and stead.

     (f) President. The President shall be the chief operating officer of the Company. He shall, in the absence of the Chief Executive Officer, preside at all meetings of the Board of Directors. In the absence of the Chief Executive Officer or in the event of his death, inability or refusal to act, the President shall perform the duties of the Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer. The President may sign deeds,

4

mortgages, bonds, contracts, or other instruments necessary or proper to be executed in the course of the Company’s regular business or which the Chief Executive Officer or the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Chief Executive Officer or the Board of Directors to some other officer or agent of the Company, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Chief Executive Officer or the Board of Directors from time to time. Except as otherwise provided by the Board of Directors, the President may authorize any Vice-President or other officer or agent of the Company to sign, execute and acknowledge such documents or instruments in his place and stead.

     (g) Vice President. In the absence of the President, or in the event of his death or inability to act, the Vice President, or if there shall be more than one, the Vice Presidents, in the order determined by the Board of Directors, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President or Vice Presidents, as the case may be, shall perform such other duties and have such other powers as the Chief Executive Officer or the Board of Directors may from time to time prescribe.

     (h) Secretary. The Secretary shall: (a) keep the minutes of the Board of Directors’ meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of this Agreement or as required by law; (c) be custodian of the Company’s records; (d) keep a register of the post office address of each Member; and (e) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Chief Executive Officer or by the Board of Directors.

     (i) Treasurer. If required by the Board of Directors, the Chief Financial Officer/Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; (b) receive and give receipts for monies due and payable to the Company from any source whatsoever, and deposit all such monies in the name of the Company in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of this Agreement; and (c) in general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Chief Executive Officer or by the Board of Directors.

     (j) Salaries. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Company.

5

     Section 8. Indemnification

     (a) Liability of Directors and Officers. No person shall be liable to the Company for any loss or damage suffered by it on account of any action taken or omitted to be taken by him as a director or officer of the Company, or of any other corporation, partnership, joint venture, trust or other enterprise which he serves as a director or officer at the request of the Company, in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, for which he had no reasonable cause to believe his conduct was unlawful. In addition, no person shall be liable to the Company for any loss or damage suffered by it on account of any action taken or omitted to be taken in reliance upon advice of counsel for the Company or upon statements made or information furnished by officers or employees of the Company which he had reasonable grounds to believe to be true. The foregoing shall not be exclusive of other rights and defenses to which he may be entitled as a matter of law.

     (b) Indemnification of Officers, Directors, Employees and Agents. The Company shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit or proceeding, whether civil, criminal, administrative or investigative brought by any other person or by or in the right of the Company to procure a judgment in its favor, by reason of the fact that he is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, for which he had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith or in a manner which he reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, without reasonable cause to believe that his conduct was unlawful.

     (c) Successful Defense. To the extent that a director, officer, employee or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding to which this section is applicable, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection therewith.

     (d) Determinations. Any indemnification under this Section 8, unless ordered by a court, shall be made by the Company only as authorized in the specific case upon a

6

determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in this Section 8. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding or (ii) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (iii) by the Member.

     (e) Request for Indemnification and Assignment of Claims Required. To seek indemnification, the director, officer, employee or agent shall make a written request to the Company. As a further pre-condition to any right to receive indemnification, the writing shall contain a declaration that the Company shall have the right to exercise all rights and remedies available to such director, officer, employee or agent against any other person, corporation, foreign corporation, partnership, joint venture, trust or other enterprise, arising out of, or related to, the claim, action, dispute or issue which resulted in the expenses for which the director, officer, employee or agent seeks indemnification, and that the director or officer is hereby deemed to have assigned to the Company all such rights and remedies.

     (f) Indemnification Not Required. Indemnification under this Section 8 is not required to the extent the director or officer has previously received such indemnification or allowance of such expenses from any person or entity, including the Company, in connection with the same claim, action, dispute or issue.

     (g) Advancement of Expenses. Expenses, including attorneys’ fees, incurred in defending a civil or criminal action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in subsection 8(d) upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Company as authorized in this Section 8.

     (h) Insurance. The Company may purchase and maintain insurance on behalf of any person who is a director or officer against any judgment, settlement, penalty, assessment, forfeiture, or fine whatsoever, including any excise tax assessed with respect to an employee benefit plan, asserted against or incurred by the individual in any such capacity or arising out of his status as such, regardless of whether the Company is required or authorized to indemnify or allow expenses to a director or officer under this Section 8.

     (i) Severability. If this Section 8 or any portion thereof is invalidated on any ground by any court of competent jurisdiction, the Company may indemnify the director, officer, employee or agent as to expenses, including reasonable attorneys’ fees, paid in

7

settlement with respect to any claim, action, dispute or issue to the full extent permitted by any applicable portion of this Section 8 that is not invalidated or by applicable law.

     (j) Continuation of Indemnification. The indemnification provided by this Section 8 shall be the exclusive indemnification available from the Company to its directors, officers, employees and agents, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, successors, executors, and administrators of any such person.

     9. Certificates. The Company may issue a membership certificate, or certificates, evidencing the Member’s interest in the Company. Membership certificates shall be consecutively numbered or otherwise identified and shall be in such form as shall be determined by the Board of Directors. Each certificate shall contain the name and address of the person to whom the certificate is issued.

     10. Miscellaneous. This Agreement shall be governed by the laws of the state of Wisconsin without regard to the principles of conflicts of law and may only be amended in a writing signed by the Member.

     IN WITNESS WHEREOF, the Member has executed this Agreement as of the date set forth above.

RIPON FOODS, INC.
By:	/s/ Charles E. Andrews
	Charles E. Andrews, President

8

ACKNOWLEDGMENT

     THE UNDERSIGNED hereby acknowledges that the attached constitutes a true and correct copy of the Articles of Organization filed by me with the Wisconsin Secretary of State to organize the Company.

/s/ Jeremy D. Newman
Name:	Jeremy D. Newman, Organizer

9

(STAMP)

(STAMP)

ARTICLES OF ORGANIZATION

OF

NEW HERITAGE WAFERS, LLC

     These Articles of Organization are executed by the undersigned for the purpose of forming a Wisconsin Limited Liability Company under Chapter 183 of the Wisconsin Statutes:

ARTICLE I

     The name of the limited liability company is New Heritage Wafers, LLC.

ARTICLE II

     The initial registered office is located at 780 North Water Street, Milwaukee, Milwaukee County, Wisconsin 53202.

ARTICLE III

     The name of the initial registered agent at the above registered office is Jeremy D. Newman.

ARTICLE IV

     Management of the limited liability company shall be vested in the manager or managers.

ARTICLE V

     The name and complete address of the organizer is Jeremy D. Newman, 780 North Water Street, Milwaukee, Wisconsin 53202.

     Executed this 17th day of December, 1998.

/s/ Jeremy D. Newman  

Jeremy D. Newman, Organizer 

WI — DFI CORP

     This document was drafted by:

Jeremy D. Newman, Esq.
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202

Please return acknowledgment to:

Michelle H. Toynton
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, WI 53202
(414) 273-3500

2

(STAMP)

AMENDMENT TO ARTICLES OF ORGANIZATION

OF

NEW HERITAGE WAFERS, LLC

     Pursuant to the consent of the sole member of New Heritage Wafers, LLC and in accordance with Section 183.0404(2) of the Wisconsin Statutes, the following resolutions were duly adopted on December 22, 1998:

     BE IT RESOLVED, that the Articles of Organization of New Heritage Wafers, LLC be, and they hereby are, amended by deleting Article I thereof and inserting in its place the following:

ARTICLE I

     The name of the limited liability Company is Heritage Wafers, LLC.

     BE IT FURTHER RESOLVED, that this Amendment to Articles of Organization shall become effective as of January 2, 1999.

     Executed in duplicate as of the 22nd day of December, 1998.

NEW HERITAGE WAFERS, LLC By: Ripon Foods, Inc., its sole Member
By:	/s/ Charles E. Andrews
	Charles E. Andrews, President

This instrument was drafted by:
Jeremy D. Newman, Esq.
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202

(STAMP)

SCHEDULE A

Property Schedule

	Property	Percentage
Member	Contributed	Interest
Ripon Foods, Inc.	One thousand (1,000) shares of common stock of Heritage Wafers, Ltd., a Wisconsin corporation		100	%

10

EX-3.17

Exhibit 3.17

DEAN HELLER

Secretary of State 206 North Carmon Street,

Carson City, Nevada 89701-4299 (775) 684 5708

Website: secretaryofstate.blz FILED # C2317-04

FEB 02 2004 Important: Read attached instructions before completing form.

ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Corporation: Sparky Acquisition Corporation

2. Resident Agent Name and Street Address: (must be a Nevada address where spaces may be served):

Name: The Corporation Trust Company of Nevada Street address: 6100 Neil Road, Suite 500, Reno, Nevada 89500

3. Shares (number of shares corporation authorised to issue)

Number of shares with par value: 100 Par value: $0.01

Number of shares without par value: none 4. Names & addresses of Board of Directors/Trustees(attach additional page if there is more than 3 directors/trustees):

1. K.J. Hunt 800 Market St, Ste. 2900

St. Louis, MO 63101

2. S. Monette 800 Market St, Ste. 2900

St. Louis, MO 63101

3. C.G. Huber, Jr.

800 Market St, Ste. 2900 St. Louis, MO 63101

5. Purpose(Optional Instructions): The purpose of this Corporation shall be:

To engage in any lawful act or activity for which a corp. may be organized under the laws of the State of NV.

6. Names, Address and Signature of incorporator(attach additional page if there is more than 1 incorporation): C.G. Huber, Jr. 800 Market Street, Ste. 2900 St. Louis, MO 63101

7. Certificate of Acceptance of Appointment of Resident Agent:

I hereby accept appointment as Resident Agent for the above named corporation. The Corporation Trust Company of Nevada By: Illegible Date: 2/2/09

(Authorized Signature) FEB-02-2004 09:29 CT CORP CLAYTON TEAM 2 314 863 1578 P.02

DEAN HELLER Secretary of State

206 North Carmon Street, Suite 1 Carson City, Nevada 89701-4299

(776) 684 5708 Website: secretaryofstate.blz

FILED # C2317-04 FEB 26 2004

Important: Read attached instructions before completing form. ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations (Pursuant to NRB 78.380. Before issuance of Stock)

1.Name of Corporation: Sparky Acquisition Corporation 2.

The articles have been amended as follows(provide article numbers, if available): Article 1(name of corporation) has been changed to:

Lofthouse Rakery Products, Inc. 3. The undersigned declare that constitute at least two-thirds of the incorporators [], or of the board of directorsþ. (check one box only

4. Effective date of filling(optional): March 1, 2004 5. The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued.

6. Signatures. If more than two signatures, attach an 81/2 X 11 plain sheet with the additional signatures.

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

SUBMIT IN DUPLICATE

DEAN HELLER Secretary of State

204 North Carson Street, Suits 1 Carson City, Nevada 89701-4299

(775) 884 5708 Website: secretaryofstate.biz

FILED# 350-c.2317-04 DEC 21 2004

IN THE OFFICE OF DEAN HELLER, SECRETARY OF STATE

Articles of Merger (PURSUANT TO NRS 92A200)

Page 1

Important: Read attached instructions before completing form.

ABOVE SPACE IS FOR OFFICE USE ONLY

(Pursuant to Nevada Revised Statutes Chapter 92A)

(excluding 92A.200(4b))

SUBMIT IN DUPLICATE

1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more than four merging entities, check box and attach an 8 ¹/2” * 11” blank sheet containing the required information for each additional entity.

LOFTHOUSE MERGER COMPANY

Name of merging entity

NEVADA CORPORATION

Jurisdiction Entity type*

Name of merging entity

Jurisdiction Entity type*

Name of merging entity

Jurisdiction Entity type*

Name of merging entity

Jurisdiction Entity type*

and,

LOFTHOUSE BAKERY PRODUCTS, INC

Name of surviving entity

NEVADA CORPORATION

Jurisdiction Entity type*

*Corporation, non-profit corporation, limited-partnership, limited-liability company or business trust.

This form must be accompanied by appropriate fees. See attached fee schedule.

Nevada Secretary of State all the year 2003

Revised date 10/24/03

DEAN HELLER Secretary of State 204 North Carson Street, Suits 1 Carson City, Nevada 89701-4299 (775) 684 6708 Website: secretaryofstate.blz ARTICLES of MERGER (PURSUANT TO NRS 92A 200) Page 2 Important Read attached instructions before completing form. Above space is for office use only 2) Formatting address where copies of process may be sent by the Secretary of States of Nevada (if a foreign entity is the survivor in the merger- NRS 92A.190): Attn: c/o: 3) (Choose one) The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200) The undersigned declares that a plan of merger has been adopted by the parent domestic entity(NRS 92A.180) 4) Owner’s approval (NRS 92A.200) (options a, b, or c must be used, as applicable, for each entity) (if there are more than four merging entities, check box and attach an 81/2” * 11” blank sheet containing he required information for each additional entity): a) Owner’s approval was not required from: Name of merging entity, if applicable Name of merging entity, if applicable Name of merging entity, if applicable Name of merging entity, if applicable and or, LOFTHOUSE BAKERY PRODUCTS, INC Name of merging entity, if applicable This form must be accompanied by appropriate fees. See attached fee schedule. Nevada Secretary of State all the year 2003 Revised date 10/24/03

DEAN HELLER Secretary of State

204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299

(776) 684 5708 Website: secretaryofstate.blz

ARTICLES of MERGER (PURSUANT TO NRS 92A 200)

Page 3 Important Read attached instructions before completing form.

Above space is for office use only (b) The plan was approved by the required consent of the owners of:*

LOFTHOUSE MERGER COMPANY Name of merging entity, if applicable

Name of merging entity, if applicable Name of merging entity, if applicable

Name of merging entity, if applicable and, or;

Name of surviving entity, if applicable

* Unless otherwise provided to the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.

This form must be accompanied by appropriate fees. See attached fee schedule.

Nevada Secretary of State all the year 2003 Revised date 10/24/03

DEAN HELLER Secretary of State

204 North Carson Street, Suits 1 Carson City, Nevada 89701-4299

(776) 684 5708 Website: secretaryofstate.blz

ARTICLES of MERGER (PURSUANT TO NRS 92A 200)

Page 4 Important Read attached instructions before completing form.

Above space is for office use only (c) Approval of plan of merger for Nevada non-profit corporation (NRS 92A.180):

The plan of merger has been approved by the director of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.

Name of merging entity, if applicable Name of merging entity, if applicable

Name of merging entity, if applicable Name of merging entity, if applicable

and, or; Name of surviving entity, if applicable

This form must be accompanied by appropriate fees. See attached fee schedule. Nevada Secretary of State all the year 2003

Revised date 10/24/03

DEAN HELLER Secretary of State

204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299

(775) 684 5708 Website: secretaryofstate.blz

Articles of Merger (PURSUANT TO NRS 92A.200)

Page 5 Important: Read attached instructions before completing form.

ABOVE SPACE IS FOR OFFICE USE ONLY 5) Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available: (NRS 92A.200)*:

N/A 6) Location of Plan of Merger (check a or b):

(a) The entire plan of merger is attached; or,

(b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).

7) Effective date (optional)**: 12/31/2004 * Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them “Restated” or “Amended and Restated,” accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent — Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.

** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240).

This form must be accompanied by appropriate fees. See attached fee schedule.

Nevada Secretary of State All Illegible

DEAN HELLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.blz Articles of Merger (PURSUANT TO NRS 82A.200) Page 6 Important: Read attached instructions before completing form. ABOVE SPACE IS FOR OFFICE USE ONLY 8) Signatures — Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited partnership; A manager of each Nevada limited-liability company with managers or all the members if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)* (If there are more than four merging entities, check box o and attach an 8¹/₈” x 11” blank sheet containing the required information for each additional entity.): LOFTHOUSE MERGER COMPANY Name of merging entity SECRETARY 12/20/04 Signature            Title            Date Name of merging entity / / Signature            Title            Date Name of merging entity / / Signature            Title            Date Name of merging entity / / Signature            Title            Date LOFTHOUSE BAKERY PRODUCTS, INC. Name of surviving entity SECRETARY 12/20/04 Signature            Title            Date * The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed. IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected. This form must be accompanied by appropriate fees. See attached fee schedule. Nevada Secretary of State All Illegible

AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of 11.59 pm on December 31, 2004, by and among LOFTHOUSE MERGER COMPANY, a Nevada corporation (the “Lofthouse Subsidiary”). LOFTHOUSE BAKERY PRODUCTS, INC., a Nevada corporation (“Lofthouse Bakery”). RH FINANCIAL CORPORATION (“RH Financial”), and Ralcorp Holdings, Inc. (“Ralcorp Inc.”). Lofthouse Subsidiary, Lofthouse Bakery, RH Financial and Ralcorp Inc. are referred to herein each as a “Party” and together as the “Parties.”

     WHEREAS, the respective Boards of Directors of Lofthouse Subsidiary and Lofthouse Bakery have determined that it is advisable and in the best interests of each of Lofthouse Subsidiary and Lofthouse Bakery and their respective shareholders that Lofthouse Subsidiary be merged with and into Lofthouse Bakery in accordance with the terms and conditions of this Agreement (the “Merger”), and accordingly the Boards of Directors of each of Lofthouse Subsidiary and Lofthouse Bakery have approved and authorized this Agreement and the Merger; and

     WHEREAS, Lofthouse Subsidiary and Lofthouse Bakery desire this transaction to qualify as a tax free reorganization pursuant to section 368(a) of the United States Internal Revenue Code of 1986, as amended; and

     WHEREAS, the business purpose is to be able to consolidate the operations of the frozen foods business segment in order to increase business flexibility and to obtain significant cost savings by allowing the frozen foods business to negotiate contracts ona combined basis; and

     WHEREAS, Lofthouse Subsidiary and Lofthouse Bakery desire to make certain agreements in connection with, and establish various conditions precedent to, the Merger; and

     WHEREAS, prior to and contemporaneously with this merger, the Parties undertook and entered into the Contribution Agreement and distributed the shares of Lofthouse Subsidiary to Ralcorp Inc., pursuant to that Contribution Agreement, attached hereto as Exhibit A.

     NOW, THEREFORE, in consideration of the premises, the mutual agreements, promises, acknowledgments and other terms, conditions, and provisions set forth herein, and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I
THE MERGER

     1.1 Merger and Effect of Merger.

          (a) The constituent corporations of the Merger are Lofthouse Subsidiary and Lofthouse Bakery.

          (b) Upon the terms and subject to the conditions hereof, and in accordance with Nevada Corporation Law, at the Effective Time (as hereinafter defined), Lofthouse Subsidiary shall be merged into Lofthouse Bakery and the separate corporate existence of Lofthouse Subsidiary thereupon shall cease. Lofthouse Bakery shall be the surviving corporation in the Merger (the “Surviving Corporation”), and the separate corporate existence of Lofthouse Bakery, with all its rights, privileges, powers and franchises, shall continue unaffected and unimpaired by the Merger.

          (c) At and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all the restrictions, disabilities and duties of both Lofthouse Subsidiary and Lofthouse Bakery, as provided more particularly in Nevada Corporation Law.

     1.2 Effecting the Merger; Closing.

          The Merger shall be effected as follows:

          (a) Subject to and in accordance with the terms and conditions of this Agreement and Nevada Corporation Law, Lofthouse Subsidiary and Lofthouse Bakery shall execute the Articles of Merger in substantially the form set forth in Exhibit B (the “Articles of Merger”) and the Surviving Corporation shall cause the Articles of Merger to be filed and recorded on the Closing Date (as hereinafter defined) with the Secretary of State of the State of Nevada. The Merger shall thereupon become effective and be consummated immediately upon the later of such filing or at such later time as may be mutually agreed by Lofthouse Subsidiary and Lofthouse Bakery and specified in the Articles of Merger in accordance with Nevada Corporation Law (the “Effective Time”).

           (b) Subject to and in accordance with the terms and conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at 9:00 a.m. on the date of the closing of the transactions contemplated by this Agreement or on such other date as is agreed to in writing by the Parties hereto (the “Closing Date”) at the offices of Bryan Cave LLP, in St. Louis, Missouri.

     1.3 Articles of Incorporation of the Surviving Corporation. The Articles of Incorporation of Lofthouse Bakery as in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation.

     1.4 Bylaws of the Surviving Corporation. The Bylaws of Lofthouse Bakery as in effect immediately prior to the Effective Time shall be and continue in full force and effect as the Bylaws of the Surviving Corporation.

     1.5 Directors of the Surviving Corporation. The directors and officers of Lofthouse Bakery immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, until their successors shall have been duly elected and qualified or until their earlier death, resignation, or removal.

     1.6 Further Assurances. At any time and from time to time upon and after the Effective Time, as and when required or deemed desirable by the Surviving Corporation or its

2

successors or assigns, there shall be executed, acknowledged, certified, sealed, delivered, filed, and/or recorded, in the name and on behalf of each of Lofthouse Subsidiary and Lofthouse Bakery, such deeds, contracts, consents, certificates, notices, and other documents and instruments, and there shall be done or taken or caused to be done or taken, in the name and on behalf of Lofthouse Subsidiary and Lofthouse Bakery, such further and other things and actions as shall be appropriate, necessary, or convenient to acknowledge, vest, effect, perfect, conform of record, or otherwise confirm the Surviving Corporation’s (or its successors’ or assigns’) right, title, and interest in and to, and possession of, all the property, interests, assets, rights, privileges, immunities, powers, franchises, and authority of each of Lofthouse Subsidiary and Lofthouse Bakery held immediately prior to the Effective Time, and otherwise to carry out and effect the intent and purposes of this Agreement and the Merger. The officers and directors of the Surviving Corporation, and each of them, upon and after the Effective Time, are and shall be fully authorized, in the name and on behalf of each of Lofthouse Subsidiary and Lofthouse Bakery, to do and take and cause to be done and taken any and all such things and actions, and to execute, acknowledge, certify, seal, deliver, file, and/or record any and all such deeds, contracts, consents, certificates, notices, and other documents and instruments.

ARTICLE II
MERGER CONSIDERATION

     2.1 Effect on Capital Stock of Lofthouse Subsidiary.

          (a) Each of the shares of Lofthouse Subsidiary Common Stock held in the treasury of Lofthouse Subsidiary, if any, shall be canceled as of the Effective Time. From and after the Effective Time, there shall be no further transfers on the stock transfer books of Lofthouse Subsidiary of any of the shares of capital stock of Lofthouse Subsidiary outstanding at the Effective Time.

          (b) At the Effective Time, the shares of common stock of Lofthouse Bakery, par value $0.01 per share (the “Lofthouse Bakery Common Stock”), outstanding immediately prior to the Merger shall constitute all of the issued and outstanding capital stock of the Surviving Corporation.

ARTICLE III
GENERAL PROVISIONS

     3.1 Notices. All notices, requests, demands, consents and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made upon (a) being transmitted by facsimile and confirmed by a courier delivery sent the same day as the facsimile transmission to the address shown in this Section 3.1 for, or such other address as may be designated in writing hereafter by, such Party, or (b) being delivered by courier delivery to the Party for whom it is intended, or five (5) business days after having been deposited in the mail, certified or registered (with receipt requested) and postage prepaid, addressed at the address shown in this Section 3.1 for, or such other address as may be designated in writing hereafter by, such Party:

3

If to Lofthouse Merger Company

Bryan Cave LLP
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, Missouri 63102
Telephone: (314)259-2000
Fax: (314)259-2020
Attention: Phillip Wright

If to Lofthouse Bakery or the Surviving Corporation:

Lofthouse Bakery Products, Inc.
800 Market Street
St. Louis, Missouri 63101
Telephone: (314) 877 7000
Fax: (314) 877 7663
Attention: Sandra Laux

with a copy to:

Bryan Cave LLP
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, Missouri 63102
Telephone: (314)259-2000
Fax: (314)259-2020
Attention: Philip Wright

If to RH Financial Corporation:
800 Market Street
St. Louis, Missouri 63101
Telephone: (314) 877 7000
Fax: (314) 877 7663
Attention: Sandra Laux

If to Ralcorp Holdings, Inc.
800 Market Street
St. Louis, Missouri 63101
Telephone: (314) 877 7000
Fax: (314)877 7663
Attention: Sandra Laux

     3.2 Severability. If any provision hereof shall be held invalid or unenforceable by any court of competent jurisdiction or as a result of future legislative action, such holding or

4

action shall be strictly construed and shall not affect the validity or effect of any other provision hereof, as long as the remaining provisions, taken together, are sufficient to carry out the overall intentions of the Parties as evidenced hereby.

     3.3 Entire Agreement. This Agreement and the Exhibits hereto embody the entire agreement and understanding of the Parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings relating to such subject matter.

     3.4 Assignment; Binding Agreement. This Agreement and various rights and obligations arising hereunder shall inure to the benefit of and be binding upon the Parties hereto and their successors and permitted assigns. Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be transferred, delegated, or assigned by any Party hereto without the prior written consent of the other Parties (which consent shall not be unreasonably withheld).

     3.5 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, except as otherwise expressly provided herein, is intended to or shall confer upon any other person any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

     3.6 Counterparts. This Agreement maybe executed simultaneously in multiple counterparts, and in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

     3.7 Headings; Interpretation. The article and section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. Each reference in this Agreement to an Article, Section, or Exhibit, unless otherwise indicated, shall mean an Article or a Section of this Agreement or an Exhibit attached to this Agreement. References to a “person” shall be construed so as to include any individual, firm, company, government, joint venture, partnership or other legal entity.

     3.8 Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of Nevada applicable to contracts to be carried out wholly within such state.

*****

5

     IN WITNESS WHEREOF, the Parties hereto have executed, delivered and entered into this Agreement as of the day and year first written above.

LOFTHOUSE MERGER COMPANY
By:	/s/ C. G. Huber, Jr.
	Name:	C. G. HUBER, JR.
	Title:	SECRETARY
LOFTHOUSE BAKERY PRODUCTS, INC.
By:	/s/ C. G. Huber, Jr.
	Name:	C. G. HUBER, JR.
	Title:	SECRETARY
RH FINANCIAL CORPORATION
By:	/s/ C. G. Huber, Jr.
	Name:	C. G. HUBER, JR.
	Title:	SECRETARY
RALCORP HOLDINGS, INC.
By:	/s/ C. G. Huber, Jr.
	Name:	C. G. HUBER, JR.
	Title:	SECRETARY

6

Exhibit A

Contribution Agreement

7

Exhibit B

Articles of Merger

8

CONTRIBUTION AGREEMENT

     THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of 11.57 pm on December 31, 2004 by and between Bremner, Inc., a Nevada corporation (“Parent”), and Lofthouse Merger Company, a Nevada company (“Subsidiary”).

     WHEREAS, Parent holds certain assets for the benefit of Subsidiary; and

     WHEREAS, Parent desires to contribute and assign to Subsidiary, and Subsidiary desires to accept and assume from Parent, those assets described on Exhibit A attached hereto (the “Contributed Assets”), which are assets owned by Parent and used exclusively by the Lofthouse Foods division as well as obligations and liabilities described on Exhibit B attached hereto (the “Contributed Liabilities”) which are the obligations and liabilities owned by the Parent and used exclusively by the Lofthouse Foods division (the “Contribution”); and

     WHEREAS, Parent desires the Contribution and Distribution pursuant to the Board of Director resolutions dated December 20, 2004, to constitute a reorganization and distribution pursuant to section 368(a)(1)(D) and section 355 of the United States Internal Revenue Code of 1986, as amended; and

     WHEREAS, the business purpose of the Contribution and Distribution transactions is to be able to consolidate the operations of the frozen foods business segment in order to increase business flexibility and to obtain significant cost savings by allowing the frozen foods business to negotiate contracts on a combined basis.

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:

     1. Contributions. Parent hereby contributes, grants, conveys, transfers, delivers and assigns to Subsidiary all of Parent’s right, title and interest in and to the Contributed Assets and Contributed Liabilities.

     2. Further Assurances. Upon the request of any party hereto, the other party hereto shall, without further consideration, execute and deliver, or cause to be executed and delivered, such other instruments of contribution, conveyance, transfer, and assignment, and shall take, or cause to be taken, such further or other actions as such party may deem necessary or desirable to carry out the intent and purposes of this Agreement, to contribute, grant, convey, transfer, deliver and assign to Subsidiary all of Parent’s right, title and interest in and to the Contributed Assets (or to evidence any of the foregoing), to put Subsidiary in actual possession and operating control thereof, to assist Subsidiary in exercising all rights with respect thereto, to otherwise carry out the purpose and intent of this Agreement, and to consummate and give effect to the transactions contemplated hereby.

     3. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada.

     4. Counterparts. This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

     IN WITNESS WHEREOF, Parent and Subsidiary have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

BREMNER, INC.			LOFTHOUSE MERGER COMPANY
By:	/s/ C. G. Huber, Jr.		By:	/s/ C. G. Huber, Jr.
	Name:	C. G. HUBER, JR.		Name:	C. G. HUBER, JR.
	Title:	SECRETARY		Title:	SECRETARY

Exhibit A
Contributed Assets

All assets owned by Parent, which are used exclusively in the Lofthouse foods division, including without limitation — the assets reflected on the December 31, 2004 balance sheet of the Lofthouse foods division.

Exhibit B
Contributed Obligations and Liabilities

All obligations and liabilities owned by Parent, which are used exclusively in the Lofthouse foods division, including without limitation — the liabilities reflected in the December 31, 2004 balance sheet of the Lofthouse foods division.

EX-3.18

Exhibit 3.18

BYLAWS
OF
LOFTHOUSE BAKERY PRODUCTS, INC.
***
ARTICLE I — SHAREHOLDERS

     Section 1. ANNUAL MEETING: The annual meeting of shareholders shall be held at the principal office of the Company, or at such other place either within or without the State of Nevada as the Directors may from time to time determine, on the First Thursday in February, commencing with the year 2005, or if said day be a legal holiday, then on the next succeeding business day, to elect Directors and transact such other business as may properly come before the meeting.

     Section 2. SPECIAL MEETINGS: Special meetings of the shareholders may be called by the Board of Directors, the President or the Secretary, or in any other manner permitted by law; and each such meeting shall be held at such time, and at such place either within or without the State of Nevada as may be specified in the notice thereof.

     Section 3. QUORUM: At any meeting of shareholders, the holders of a majority of the outstanding shares entitled to vote thereat, and present in person or represented by proxy, shall constitute a quorum for all purposes. A majority in interest of the shareholders, present and entitled to vote at any meeting may adjourn the same from time to time without notice other than announcement at the meeting, and any business may be transacted at such meeting as originally notified.

     Section 4. NOTICE: Written notice stating the place, date and hour of the meeting and, in case of a special meeting the purpose or purposes for which the meeting is called, shall be delivered, either personally or by mail, to each shareholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

     Section 5. WAIVER OF NOTICE: Whenever notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a shareholder at a special meeting shall constitute a waiver of notice of such meeting, except where a shareholder attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any regular or special meeting need be specified in any written waiver of notice of such meeting.

     Section 6. ACTION WITHOUT MEETING: Any action required or permitted to be taken at a meeting of shareholders, may be taken without a meeting if authorized by the written consent of all shareholders entitled to vote. Such consent shall have the same effect as a unanimous vote.

ARTICLE II — DIRECTORS

     Section 1. ELECTION: The number of Directors which shall constitute the whole Board shall be three. The Directors shall be elected at the annual meeting of shareholders except as provided in Section 2 of this Article, and each Director elected shall hold office until his successor is elected and qualified or until his earlier removal or resignation. Directors need not be shareholders.

     Section 2. TENURE; VACANCIES: Any vacancy occurring in the Board of Directors may be filled by an affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors for a term of office continuing only until the next election of Directors by the shareholders.

     Section 3. POWERS: The business of the corporation shall be managed by the Board of Directors which may exercise all such powers and do all such lawful acts which they may deem necessary and appropriate for the expedient conduct and furtherance of the Company’s business.

     Section 4. MEETINGS: Meetings of the Board of Directors, regular or special, may be held either within or without the State of Nevada. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board. Special meetings may be held upon notice of each Director, either personally or by mail or by telegram.

     Section 5. QUORUM: A majority of the total number of Directors shall constitute a quorum at all meetings of the Board, and the act of the majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. At any meeting of Directors, whether or not a quorum is present, the Directors present thereat may adjourn the same from time to time without notice other than announcement at the meeting.

     Section 6. COMMITTEES: The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more Directors. Each such committee shall have the functions and powers as the Board may designate in accordance with the laws of Nevada. The Board shall have the power at any time to fill vacancies in, to change the size of membership of, or to dissolve, any one or more of such committees. Each such committee shall have such name as may be determined by the Board, and shall keep regular minutes of its proceedings and report the same to the Board of Directors for approval as required.

     Section 7. WAIVER OF NOTICE: Whenever notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Director at a special meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any regular or special meeting need be specified in the waiver of notice of such meeting.

     Section 8. ACTION WITHOUT MEETING: Any action required or permitted to be taken at a meeting of the Board of Directors or of a committee of the Board of Directors, may he taken without a meeting if a consent in writing shall be signed by all of the members of the Board or of such a committee. Such consent shall have the same effect as a unanimous vote.

     Section 9. COMPENSATION: The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting or a stated salary as Director. No such payment shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE III — OFFICERS

     Section 1. ELECTION: The officers of the corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors may also choose additional or assistant officers. Any number of offices may be held by the same person.

     Section 2. TENURE; VACANCIES: The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board. Any vacancy occurring in any office shall be filled by the Board of Directors.

     Section 3. DUTIES; COMPENSATION: The duties and salaries of each officer shall be established by resolution of the Board of Directors.

ARTICLE IV — CAPITAL STOCK

     Section 1. STOCK CERTIFICATES: All certificates of stock of the Company shall be signed by the Chairman or Vice Chairman of the Board of Directors, or the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Company and shall bear the corporate seal of the Company. To the extent permitted by law, the signatures of such officers, and the corporate seal, appearing on certificates of stock, may be facsimile, engraved or printed. In case any such officer who signed or whose facsimile signature appears on any such certificate shall have ceased to be such officer before the certificate is issued, such certificate may nevertheless be issued by the Company with the same effect as if such officer had not ceased to be such officer at the date of its issue.

     The Company shall not issue a certificate for a fractional share; however, the Board of Directors may issue, in lieu of any fractional share, scrip or other evidence of ownership upon such terms and conditions as it may deem advisable.

     All certificates of stock of each class and series shall be numbered appropriately.

     Section 2. RECORD OWNERSHIP: The corporate shall maintain a record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue and the number thereof. The Company shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof, and accordingly it will not be bound to recognize any equitable or other claim of interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

     Section 3. TRANSFERS: Transfers of stock shall be made on the books of the Company only by direction of the person named in the certificate, or by an attorney lawfully constituted in writing, and upon the surrender of the certificate therefor.

     Section 4. TRANSFER AGENTS. REGISTRARS: The Board of Directors may, by resolution, from time to time appoint one or more Transfer Agents that may be officers or employees of the Company, to make transfers of shares of stock of the Company, and one or more Registrars to register shares of stock issued by or on behalf of the Company. The Board of Directors may adopt such rules as it may deem expedient concerning the issue, transfer and registration of stock certificates of the Company.

     Section 5. LOST CERTIFICATES: Each person whose certificate of stock has been lost, stolen or destroyed shall be entitled to have a replacement certificate issued in the same name and for the same number of shares as the original certificate, provided that such person has first filed with such officers of the Company, Transfer Agents or Registrars, as the Board of Directors may designate, an affidavit stating that such certificate was lost, stolen or destroyed and a bond of indemnity, each in the form and with such provisions as such officers, Transfer Agents or Registrars may reasonably deem satisfactory.

     Section 6. TRANSFER BOOKS; RECORD DATES: The Board of Directors shall have power to close the stock transfer books of the Company as permitted by law; provided, however, that in lieu of closing the said books, the Board of Directors may fix in advance a date, not exceeding sixty days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights or the date when any change or conversion or exchange of shares shall go into effect, as a record date when any determination of the shareholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights or to exercise the rights in respect of any such change, conversion or exchange of shares, and in such case such shareholders and only such shareholders as shall be shareholders of record on the date of closing the transfer books or on the record date so fixed shall be entitled to notice of, and to vote at, such meeting, and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding

any transfer of any shares on the books of the Company after such date of closing of the transfer books or such record date fixed as aforesaid.

ARTICLE V — INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

     The Company may indemnify any person who is or was a Director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any civil, criminal, administrative or investigative action, suit, proceeding or claim, to the full extent and in the manner permitted by law.

ARTICLE VI — MISCELLANEOUS PROVISIONS

     Section 1. SEAL: The corporate seal of the Company shall be circular and have inscribed thereon the words “Corporate Seal Nevada” and may also have inscribed thereon the name of the corporation and the date of incorporation; an impression of the same is set forth hereon.

     Section 2. FISCAL YEAR: The fiscal year of the Company shall begin with the first day of October and end on the thirtieth day of September in each year.

     Section 3. AMENDMENTS: These Bylaws may be restated, amended or repealed by a majority vote of the Board of Directors.

EX-3.19

Exhibit 3.19

State of California            File# 200225010172 Bill Jones Secretary of State LIMITED LIABILITY COMPANY FILED ARTICLES OF ORGANIZATION            in the Office of the Secretary of State of the State of California Aug 30 2002 A $70.00 filling fee must accompany this form. Important - Read instruction before completing this form. This Space For Filing Use Only 1. Name of the limited liability company (end the name with the words “Limited Liability Company,” “Ltd. Liability Co.” or the abbreviations “LLC” or “L.L.C.”) Lovin Oven, LLC 2. The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be organized under the Beverly-Killea limited liability company act. 3. Name the agent for service of process and check the appropriate provision below: Robert J. Stemler, Esq., Keesal, Young & Logan which is þ an individual residing in California. Proceed to item 4. o a corporation which has filed a certificate pursuant to section 1505. Proceed to item 5. 4. If an individual, California address of the agent for service of process: Address: 400 Oceangate City: Long Beach            State: CA            Zip Code: 90802 5. The limited liability company will be managed by: (check one) þ one manager o more than one manager o single member limited liability company o all limited liability company members 6. Other matters to be included in this certificate may be set forth on separate attached pages and are made a part of this certificate. Other matters may include the latest date on which the limited liability company is to dissolve. 7. Number of pages attached, if any: 8. Type of business of the limited liability company. (For information purposes only) wholesale food manufacturing 9. DECLARATION:It is hereby declared that I am the person who executed this instrument, which execution is my act and deed. /s/ Mickey Y. Colby            Mickey Y. Colby, Organizer Signature of Organizer            Type or Print Name of Organizer August 29, 2002 Date 10. RETURN TO: NAME            Mickey Y. Colby, Esq. FIRM            Keesal, Young & Logan ADDRESS 400 Oceangate CITY/STATE            Long Beach, CA 90802 ZIP CODE SEC/STATE (REV. 12/99) FORM LLC-1 — FILING FEE $70.00 Approved by Secretary of State

EX-3.20

Exhibit 3.20

LOVIN OVEN, LLC
AMENDED AND RESTATED
OPERATING AGREEMENT

     THIS AMENDED AND RESTATED OPERATING AGREEMENT (the “Amended Agreement”) is made effective as of March 16, 2007, by and among the undersigned (the “ Member”).

     RECITALS:

     A. Lovin Oven, LLC (the “Company”) was organized pursuant to Limited Liability Company Articles of Organization filed with, and approved by, Secretary of State of California on August 30, 2002. The Member owns all of the Interests in the Company.

     B. The Member has agreed to enter into this Amended Agreement to regulate the affairs of the Company, the conduct of its business, and the relations of the Member.

     C. The Member has agreed that this Amended Agreement shall serve as an “operating agreement”.

     AGREEMENT:

     NOW, THEREFORE, it is mutually agreed as follows:

     1. Formation. The Company shall constitute a limited liability company formed pursuant to the Beverly-Killea Limited Liability Company Act (the “Act”). Articles of Organization (the “Articles”) has been filed on behalf of the Company with the California Secretary of State in accordance with and pursuant to the Act.

     2. Name. The name of the Company is “Lovin Oven, LLC”.

     3. Business. The Company is authorized to engage in and conduct all and every kind of lawful business, including, but not limited to, the production, distribution, sale, manufacture and marketing of all types of food, and the financing of new and existing business ventures through the making of secured and unsecured loans and equity investments. The Company also shall have all the powers to engage in all activities necessary, customary, convenient or incident to the foregoing.

     4. Principal Office, Registered Office and Registered Agent. The location of the principal operating office is 16100 Foothill Blvd., Azusa, California, 91702, and the location of the principal executive office of the Company shall be 800 Market Street Suite 2900, St. Louis, Missouri, or such other location as the Members may, from time to time, designate. The

Company’s initial registered office and the name of the registered agent at such address shall be as set forth in the Certificate or any Certificate of Change of Registered Agent and Registered Office. The registered office and registered agent may be changed from time to time by filing the address of the new registered office and/or the name of the new registered agent with the California Secretary of State pursuant to the Act.

     5. Duration. The term of the Company is perpetual.

     6. Members and Membership Interests.

     (a) Original Members. The original Members of the Company and their percentage membership interests (the “Membership Interests” or “Interests”) are listed on Schedule A attached hereto. A Member’s Interest is a Member’s entire percentage interest in the Company’s business, property, assets, capital, profits and losses, subject to all provisions of this Amended Agreement, the Articles, and the Act.

     (b) Additional Members. Additional members may be admitted into the Company on such terms and conditions as may be unanimously agreed upon by the Members. Unless named in this Amended Agreement, or unless admitted to the Company as a substituted or new member as provided herein, no person shall be considered a Member, and the Company need deal only with the Members so named and so admitted. The Company shall not be required to deal with any other person by reason of an assignment by a Member or by reason of the death or bankruptcy of a Member, except as otherwise provided in this Amended Agreement.

     7. Separate Capital Accounts. The Company shall maintain a separate Capital Account for each Member in accordance with the regulations promulgated under Section 704(b) of the Internal Revenue Code of 1986 as amended (the “Code”). The Capital Account shall reflect the Capital Contributions of each member.

     8. Capital Contributions.

     (a) Initial Contributions. The Members shall contribute, as their initial Capital Contributions to the Company, the amounts of cash listed opposite their respective names on Schedule A attached hereto.

     (b) No Additional Contributions. Except as provided in Section 8(a), the Members shall have no obligation to contribute capital to the Company.

     (c) No Third Party Rights. The provisions of this Section 8 are not for the benefit of any creditor or other person other than a Member to whom any debts, liabilities, or obligations are owed by, or who otherwise has any claim against, the Company or any Member, and no creditor or other person shall obtain any rights under this section or by reason of this section, or shall be able to make any claim in respect of any debts, liabilities, or obligations against the Company or any Member.

     9. Members Not Liable for Company Losses. Except as expressly provided under the Non-waivable Provisions Act, no Member shall have personal liability for the losses, debts, claims, expenses or encumbrances of or against the Company or its property. Nor shall any Member be obligated to restore a deficit balance, if any, in the Member’s Capital Account.

     10. Profits and Losses.

     (a) Allocation of Profits and Losses. The net profits and net losses of the Company realized for each fiscal year shall be allocated to the Members in accordance with their Membership Interests.

     (b) Allocations To Reflect Contributed Property and Capital Account Revaluations. In accordance with Section 704(c) of the Code and the Regulations thereunder, taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall, solely for Federal income tax purposes, be allocated among the Members so as to take into account any variation between the adjusted basis of such property for Federal income tax purposes and its fair market value, as recorded on the books of the Company. As provided in Section 1.704-l(b)(2)(iv)(f) of the Regulations, in the event that the Capital Accounts of the Members are adjusted to reflect the revaluation of Company property on the Company’s books, then subsequent allocations of taxable income, gain, loss and deduction with respect to such property shall take into account any variation between the adjusted basis of such property for Federal income tax purposes and its adjusted fair market value, as recorded on the Company’s books. Allocations under this paragraph shall be made in accordance with Section 1.704-1(b)(4)(i) of the Regulations and, consequently, shall not be reflected in the Members’ Capital Accounts.

     (c) Varying Partnership Interests During Fiscal Year. In the event there is a change in any Member’s Interest in the Company during a fiscal year (e.g., as a result of a valid disposition of all or part of a Member’s interest pursuant to Section 17 below), net profits and net losses shall be appropriately allocated among the Members to take into account the varying interests of the Members so as to comply with Section 706(d) of the Code.

     (d) Regulatory Allocations. Notwithstanding any other provision in this Section 10 to the contrary, in order to comply with the rules set forth in the Regulations for (i) allocations of income, gain, loss and deductions attributable to nonrecourse liabilities, and (ii) partnership allocations where partners are not liable to restore deficit capital accounts, the following rules shall apply:

(1) “Partner nonrecourse deductions” as described and defined in Section 1.704-2(i)(l) and

(2) of the Regulations attributable to a particular “partner nonrecourse liability” (as defined in Section 1.704-2(b)(4); e.g., a Company liability which one or more Members have guaranteed) shall be allocated among the Members in the ratio in which the Members bear the economic risk of loss with respect to such liability;

(2) Items of Company gross income and gain shall be allocated among the Members to the

extent necessary to comply with the minimum gain chargeback rules for nonrecourse liabilities set forth in Sections 1.704-2(f) and 1.704-2(i)(4) of the Regulations; and

(3) Items of Company gross income and gain shall be allocated among the Members to the extent necessary to comply with the qualified income offset provisions set forth in Section 1.704-l(b)(2)(ii)(d) of the Regulations, relating to unexpected deficit capital account balances (after taking into account (i) all capital account adjustments prescribed in Section 1.704-l(b)(2)(ii)(d) of the Regulations and (ii) each Member’s share, if any, of the Company’s partnership minimum gain and partner nonrecourse minimum gain as provided in Sections 1.704-2(g)(l) and 1.704-2(i)(5) of the Regulations. Since the allocations set forth in this Section 10(d) (the “Regulatory Allocations”) may effect results not consistent with the manner in which the Members intend to divide Company distributions, the Managing Member is authorized to divide other allocations of net profits, net losses, and other items among the Members so as to prevent the Regulatory Allocations from distorting the manner in which distributions would be divided among the Members under Section 12 but for application of the Regulatory Allocations. The Managing Member shall have discretion to accomplish this result in any reasonable manner that is consistent with Section 704 of the Code and the related Regulations. The Members may agree, by unanimous written consent, to make any election permitted by the Regulations under Section 704 of the Code that may reduce or eliminate any Regulatory Allocation that would otherwise be required.

     (e) Tax Conformity; Reliance on Attorneys or Accountants. The determination of each Member’s share of each item of income, gain, loss, deduction or credit of the Company for any period or fiscal year shall, for purposes of Sections 702 and 704 of the Code, be made in accordance with the allocations set forth in this Section 10. The Managing Member shall have no liability to the Members or the Company if the Managing Member (defined in Section 13) relies upon the written opinion of tax counsel or accountants retained by the Company with respect to all matters (including disputes) relating to computations and determinations required to be made under this Section or other provisions of this Amended Agreement.

     11. Company Property. Title to the property and assets of the Company may be taken and held only in the name of the Company.

     12. Application of Company Funds.

     (a) Interim Distributions. Distributable Cash shall be distributed from time to time among the Members in accordance with their respective Membership Interests as set forth in Schedule A.

     (b) Restrictions. Except as otherwise provided herein, all distributions by the Company to its Members shall be subject to the terms and conditions of the Act.

     13. Management.

     (a) Management Authority of Members. The business, operations and affairs of the Company shall be managed by all of the Members, who shall have the powers, duties and authority described in this Section 13 and under the Act and who shall take all action by unanimous agreement. The Members shall have the power on behalf of the Company to enter into contracts; to acquire property and to lease all or any portion thereof; to sell, assign, or transfer for value all or any portion of the property of the Company; to borrow money and, as security therefor, to assign, mortgage, encumber, hypothecate or pledge all or any part of the property of the Company; to obtain replacements for any such mortgage or mortgages; to prepay, in whole or in part, refinance, recast, increase, modify or extend any mortgages; to lend money or guarantee loans to affiliates; to enter into contracts to provide construction, renovation, repair, organizational, managerial or other services; to exercise and fulfill the rights, powers and duties of the Company, acting in its capacity as general or limited partner of any partnership in which it is a partner; to employ from time to time persons, firms or corporations in the operation of the Company business, including without limitation accountants and attorneys, on such terms and for such reasonable compensation as the Members shall determine; and to execute, acknowledge and deliver any and all instruments to effectuate the foregoing. By way of extension of the foregoing and not in limitation thereof, the Members shall, except as otherwise provided in this Amended Agreement, have all the management rights and powers granted to members by the Act. No assignee or transferee for value of all or any portion of the property of the Company shall be required to investigate the Members’ authority to sell, assign, transfer for value or otherwise liquidate all or any portion of any interest in such property. Any such sale, assignment or transfer for value, if executed by the Members, shall bind the Company.

     (b) Managing Member. Notwithstanding the terms of Section 13(a) above, Maggie Acquisition Corporation, who shall have the title of “Managing Member”, shall oversee and direct the day-to-day operations of the Company in accordance with the policies and decisions adopted by the Members. The Managing Member shall have the power to execute or file any document required or permitted to be executed or filed on behalf of a limited liability company under the Act. Further, upon a unanimous vote of the Members, the Members shall have the power to delegate their management authority to qualified persons, and the delegation of any such managerial authority shall be evidenced by a written resolution executed by all the Members naming the individual or individuals so authorized and specifying the extent and limitations of the authority so delegated.

     (c) Limitation on Members’ Separate Authority.

     The authority of Members to act for the Company solely by virtue of their being members is limited as follows: (i) no Member of the Company is an agent of the Company solely by virtue of being a Member, and (ii) no Member has authority to act for the Company solely by virtue of being a Member.

     (d) Fees to Members and Affiliates. Without the unanimous consent of the Members, the Managing Member may cause the Company to contract with any Member or any firm or

corporation in which a Member may have an interest or any affiliated corporation or entity of a Member, at reasonable and competitive rates of compensation, commission or remuneration, for the performance of any and all services which may at any time be necessary, proper or convenient to carry on the business of Company. The validity of any transaction, agreement or payment involving the Company and a Member or any affiliate thereof otherwise permitted by the terms of this Amended Agreement shall not be affected by reason of the relationship between the Company and the Member or such affiliate.

     (e) Right of Members to Pursue Other Ventures. The Members are not required to manage the Company as such any Member’s sole and exclusive function. The Members may have other business interests and may engage in activities in addition to those relating to the Company. No Member shall incur liability to another Member or the Company as a result of engaging in another business or venture.

     (f) Exculpation. Except as otherwise expressly provided by the Act or herein, no Member shall be liable, responsible or accountable in damages or otherwise to the Company, or to any Member for any acts or omissions performed or omitted in good faith and in a manner reasonably believed by the Member to be within the scope of the authority conferred upon him or it by this Amended Agreement and in the best interests of the Company. Specifically, and without limiting the scope of the foregoing, the Managing Member shall not be liable, responsible or accountable in damages or otherwise to the Company or any other Member for any action taken by the Managing Member, in good faith, including, but not limited to, any actions taken by the Managing Member as “Tax Matters Partner” (defined in Section 16) in connection with the examination by the Internal Revenue Service of the Company’s Federal partnership tax return or the determination, protest, adjustment or adjudication of any Federal or state income tax liability of any Member resulting from the Company.

     (g) Indemnification. The Company shall indemnify and hold harmless each Member from and against any loss, expense, suit, claim, demand, damage or injury suffered or sustained by him or it by reason of any acts or omissions or alleged acts or omissions arising out of his or its activities on behalf of the Company or in furtherance of the interests of the Company, including, but not limited to, any judgment, award, settlement, reasonable attorney’s fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, provided that the act or omissions, or alleged acts or omissions, upon which such actual or threatened action, proceeding or claim is based were performed or omitted in good faith and in a manner reasonably believed by the Member to be within the scope of the authority conferred upon the Member by this Amended Agreement and in the best interests of the Company. Such indemnification shall be made only to the extent of assets of the Company and to the extent not prohibited by the Act.

     14. Bank Accounts. All funds of the Company shall be deposited in such bank or savings and loan account or accounts as shall be designated by the Managing Member. Withdrawals from any such bank account shall be made upon such signature or signatures as the Managing Member may designate, and shall be made only for the purposes of the Company.

     15. Books and Records. The Company shall keep true, exact, and complete books of account in which shall be entered fully and accurately each and every transaction of the Company. The fiscal year and the taxable year of the Company shall be September 30^th. All books of account shall be kept by the Secretary at the principal office of the Company and all Members shall have the right to inspect and copy such books at all reasonable times. An accounting shall be made at the end of each fiscal year and a copy of the accounting report shall be transmitted to each Member.

     16. Tax Elections.

(a)	Elections Made by Members. All elections by the Company for Federal income tax or other tax purposes shall be made by the Managing Member with the advance written consent of Members holding 75% of the Interests in the Company.
(b)	Tax Matters Partner. The Managing Member shall be the “Tax Matters Partner”, as that term is defined in the Code.

     17. Disposition of Membership Interests.

     (a) Restrictions on Withdrawal or Transfer of Membership Interest. A Member shall not have the right to withdraw from the Company without first obtaining the unanimous written consent of the Members. Except as provided in Section 17(b) below, a Member may not transfer, assign or encumber all or any part of his Membership Interest in the Company without first obtaining the written consent of remaining Members holding at least 75% of the remaining Membership Interests (i.e., excluding for this purpose the entire Membership Interest held by the Member seeking to transfer, assign or encumber all or part of such Interest). This section shall not prohibit the collateral assignment as security of rights to net profits by any Member, but no such assignee shall have the right, by virtue of such collateral assignment, to become a new member hereunder.

     (b) Permitted Transfers.

(1) A Member may assign or transfer all or part of his Membership Interest to another Member on such terms and conditions as the assigning and assignee Members determine.

     (c) Transfers for Value. No Member may assign all or any portion of his Membership Interest to a person who is not a Member (“Nonmember”) for value unless the following conditions are satisfied:

(1) At least 10 days prior to the date that the proposed assignment is to occur, the Member seeking to assign the Membership Interest (the “assigning Member”) must send written notice (the “Require Notice”) to the Managing Member setting forth the terms of the proposed assignment, including the price, payment terms, and the identity of the Nonmember, and the Managing Member shall promptly send a copy of the Required Notice to all other Members. For 10 days thereafter, the Managing Member or any other Member may request reasonable

evidence from the assigning Member that the proposed assignment will be made pursuant to a bona fide offer from the Nonmember, which evidence the assigning Member must furnish not later than 10 days after the request is made.

(2) For the period (the “Option Period”) commencing with the date on which the Required Notice was sent and ending 10 days thereafter (which period shall be extended by one day for each day in excess of 10 days that the assigning Member fails to comply with a request for reasonable evidence about the offer), the Company shall have the option to purchase the Membership Interest which is the subject of the proposed assignment for the same price and on the same terms and conditions as described in the Required Notice. The option to purchase shall be exercised not later than 7 days prior to the expiration of the Option Period by the affirmative written vote of nonassigning Members holding more than 50% of the remaining Membership Interests (excluding for this purpose the entire Membership Interest held by the assigning Member). If the Company decides not to exercise its option, then, during the remainder of the Option Period, any one or more nonassigning Members may exercise the option on his or their own behalf. If the option is exercised by either the Company or a nonassigning Member or Members, the Company or the nonassigning Member or Members, as the case may be, shall consummate the purchase not later than 30 days after the expiration of the Option Period.

(3) If neither the Company nor nonassigning Members exercise the foregoing option prior to the expiration of the Option Period, the assigning Member may thereafter consummate the proposed assignment with the Nonmember on terms and conditions not less favorable than were described in the Required Notice. A Nonmember who is assigned a Membership Interest in accordance with this Section 17(c) shall have the right to become a substituted member in the Company (with the right to vote on Company matters) only if the written consent of nonassigning Members holding at least 75% of the remaining Membership Interests (excluding for this purpose the entire Membership Interest held by the assigning Member) is obtained.

     (d) Substitute Members. The assignee of a Membership Interest shall have the right to become a substituted member in the Company if (1) the assignor so provides in the instrument of assignment, (2) the assignee agrees in writing to be bound by the terms of this Amended Agreement and the Articles, as amended to the date thereof, (3) such consent to the admission of the assignee as a substituted member has been obtained from the other Members as may be required by the provisions of this Section 17, (4) the assignee pays the reasonable costs incurred by the Company in preparing and recording any necessary amendments to this Amended Agreement and the Articles, and (5) the assignor and assignee otherwise agree to be bound by the terms of Section 4A-604 of the Act.

     (e) Prohibition on Certain Transfers, Notwithstanding any provision in this Section 17 to the contrary, no portion of a Membership Interest may be assigned or transferred (except pursuant to Section 17(b)(l)) if the assignment or transfer would result in a termination described in Section 708(b) of the Code.

     18. Dissolution. Any of the following acts or events shall dissolve the Company:

     (a) If such dissolution is unanimously ordered in writing by the Members, the Company may be dissolved as of the end of any calendar year.

     (b) The Company shall dissolve upon the occurrence of any of the events described in Section 801 of the Act, which events include (but are not limited to) the dissolution, termination, bankruptcy, death, withdrawal, removal or incompetency of any Member.

     19. Reserved.

     20. Winding Up. Upon dissolution of the Company by reason of the events described in Section 18(b) above, if the Members do not elect to continue the business of the Company, or, upon dissolution by reason of any event described in Section 18(a) or (b) above, the Company shall liquidate its assets and wind up its affairs in the following manner:

     (a) Liquidation of Assets and Discharge of Liabilities. A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of its liabilities in order to minimize the normal losses attendant upon such a liquidation. The Members (or remaining Member or Members if dissolution occurs by reason of an event described in Section 18(b) above) shall liquidate the Company and shall have the authority to perform any and all acts and to take any and all actions which may be necessary, appropriate, or incidental to continue the land development, construction, marketing, rehabilitation and renovation of real estate and to operate and manage real estate in the process of winding up, including, but not limited to, entering into, amending, or changing any and all plans, specifications, or contracts, arranging necessary financing (whether on an interim or permanent basis), and mortgaging or otherwise encumbering real estate therefor.

     (b) Survival of Company Contracts. Any act or event (including the passage of time) causing dissolution of the Company shall in no way affect the validity of, or shorten the term of, any lease, deed or trust, mortgage, contract or other obligation entered into by or on behalf of the Company, or acquired by the Company as assignee.

     (c) Proceeds of Liquidation. Net Liquidation Proceeds shall be applied and distributed in the following order of priority:

(1) First, to the payment of or provision for the debts and liabilities of the Company (including loans from Members) and the expenses of liquidation in order of priority as provided by law, and to the creation of any reserves which may be reasonably necessary for any contingent or unforeseen liabilities or obligations;

(2) Second, pro rata to former Members in proportion to the undistributed balances of their Final Capital Accounts in payment of their Final Capital Account, plus accrued but unpaid interest thereon calculated in accordance with Section 19 above;

(3) Third, to the Members in repayment of their Capital Accounts in the Company; and

(4) Finally, to the Members in proportion to their respective Interests in the Company as set forth on Schedule A.

     21. Written Consents in lieu of Meetings. Insofar as practicable, any consent of the Members, required or appropriate under this Amended Agreement, shall be accomplished by written instrument without the necessity of meetings of the Members.

     22. Definitions. As used herein, the term:

     (a) “Act” shall mean the Beverly-Killea Limited Liability Company Act.

     (c) “Capital Account” means, with respect to any Member, the initial Capital Contribution made by such Member —

(1) decreased by the amount of (i) any losses or deductions allocated to such Member, (ii) any distributions of Net Distributable Cash, Net Liquidation Proceeds or other property made to such Member and (iii) any liabilities of such Member assumed by the Company; and

(2) increased by the amount of (i) any profits allocated to such Member, (ii) any subsequent Capital Contributions made by such Member and (iii) any liabilities of the Company that are assumed by such Member. Capital Accounts shall be maintained in accordance with the provisions of Section 1.704-l(b)(2)(iv) of the Regulations and, to the extent not inconsistent therewith, generally accepted accounting principles. Capital Account balances shall be determined as of the last day of the fiscal year in which a sale, refinancing or liquidation occurs, but prior to distribution of the proceeds of the sale or other disposition resulting in the gain being allocated therein.

     (d) “Capital Contribution” means, with respect to each Member, the aggregate amount of cash or the fair market value of any property that such Member has agreed to contribute or contributes to the Company in accordance with Section 8 above.

     (e) “Final Capital Account” means the value of a Member’s Capital Account as of the date of dissolution.

     (f) “Interest” or “Membership Interest” has the meaning set forth in Section 6(a) above.

     (g) “Managing Member” is the person identified in Section 13(b) having the powers and duties set forth in Section 13 and the other provisions of this Amended Agreement.

     (h) “Net Distributable Cash” means all cash and funds received by the Company (other than funds received as Capital Contributions or as Net Liquidation Proceeds by the Company) less the sum of the following to the extent made from such cash and funds received by the Company (but not to the extent made from other sources, including without limitation from Capital

Contributions, Net Liquidation Proceeds or cash reserves maintained by the Company): (1) all principal and interest payments on indebtedness of the Company and all other sums paid to lenders; (2) all cash expenditures (including capital expenditures) incurred incident to the operation of the Company’s business; and (3) such cash reserves and additions thereto as the Members shall determine are advisable and in the best interests of the Company.

     (i) “Net Liquidation Proceeds” means the amount of money, the principal amount of any indebtedness due to the Company and the fair market value (as of the date of distribution) of any and all other property, distributed to the Members in liquidation of the Company pursuant to Section 20, reduced by any liabilities of the Company that are assumed by such Members or which are secured by any property that is distributed by the Company to such Members.

     (j) “Regulations” means the Income Tax Regulations, including Temporary Regulations, promulgated by the United States Treasury Department under the Code, as the same may be amended from time to time.

     (k) “Restated Capital Account” means a Member’s Capital Account after it has been increased or decreased to reflect a revaluation of the Company’s property in accordance with Section 1.704-1 (b)(2)(iv)(f) of the Regulations in connection with —

(1) the making of an additional Capital Contribution by an existing Member or by a new Member; or

(2) the liquidation of a former Member’s Interest incident to the dissolution of the Company for any reason set forth in Section 18(b).

     The fair market value of the Company’s property shall be determined in accordance with Section 1.704-l(b)(2)(iv)(h) of the Regulations, if the Members and their successors and assigns have sufficiently adverse interests to satisfy such Regulations. Otherwise, the fair market value of the Company’s property shall be determined by a qualified, independent appraiser selected by the assigning Member or by the former Member (or the former Member’s successors and assigns) from a list of at least four qualified, independent appraisers provided by the nonassigning or remaining Members.

     (1) “Schedule A” means the schedule attached to this Amended Agreement and captioned “Schedule A,” as in effect at the relevant time, including any amendments, modifications or supplements made from time to time.

     23. Separability. The invalidity or unenforceability of any provision in this Amended Agreement shall not affect the other provisions hereof and this Amended Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

     24. Interpretation. This Amended Agreement shall be interpreted and construed in accordance with the laws of the State of California. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural as the identity of the

person or persons referred to may require. The captions of sections of this Amended Agreement have been inserted as a matter of convenience only and shall not control or affect the meaning or construction of any of the terms or provisions hereof.

     25. Entire Amended Agreement. The parties hereto agree that all understandings and agreements heretofore made between them are merged in this Amended Agreement, which alone fully and completely expresses their agreement with respect to the subject matter hereof. There are no promises, agreements, conditions, understandings, warranties, or representations, oral or written, express or implied, among the parties hereto, other than as set forth in this Amended Agreement and the Articles. All prior agreements among the parties are superseded by this Amended Agreement, which integrates all promises, agreements, conditions, and understandings among the parties with respect to the Company and its property. No termination, revocation, waiver, modification or amendment of this Amended Agreement shall be binding unless agreed to in writing and executed by all the Members.

     26. Counterparts; Effective Date. This Amended Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one agreement. The signature of any party to a counterpart shall be deemed to be a signature to, and may be appended to, any other counterpart. This Amended Agreement is dated and shall be effective among the parties as of the date first above written.

     27. Binding Effect. This Amended Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors, assigns, heirs, executors, administrators, and legal representatives.

[Remainder of Page Intentionally Left Blank]

AMENDED AND RESTATED OPERATING AGREEMENT
Schedule A

Member	Capital Contribution	Interest
MAGGIE ACQUISITION CORPORATION	See Purchase Agreement Dated 3/2/07		100	%

EX-3.21

Exhibit 3.21

FILED — Arkansas Secretary of State #100034110 01/29/1987 08:00

CERTIFIED COPY

ARTICLES OF INCORPORATION

OF

MEDALLION FOODS, INC.

The undersigned, a natural person over the age of twenty-one years, acting as the incorporator of a corporation under the Arkansas Business Corporation Act (Act 576 of the Acts of 1965 of the General Assembly of the State of Arkansas), in order to form a corporation for the purposes hereinafter stated, does hereby adopt the following Articles of Incorporation for such corporation:

     FIRST: The name of this Corporation is Medallion Foods, Inc.

     SECOND: The period of existence of this Corporation shall be perpetual, unless the same be sooner terminated by action of the directors.

     THIRD: The nature of the business or the objects or purposes for which this Corporation is organized are: To manufacture, process, package, label, distribute and sell food and food products of any and every nature or kind; and to engage in such other types and kinds of businesses incidental or related to the foregoing purposes as the Board of Directors may, from time to time, determine.

     FOURTH: The aggregate number of shares which this Corporation shall have authority to issue is 5,000 shares of common stock having no par value.

     FIFTH: The minimum amount of capital with which this Corporation shall begin business is $300.00, and this Corporation shall not transact any business until there has been paid for the issuance of shares consideration of the value of at least $300.00.

     SIXTH: The name of the incorporator of this Corporation is Phillip D. Hout, and his post office address is P. O. Box 8,600 Third Street, Newport, Arkansas 72112.

CERTIFIED COPY

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     SEVENTH: The mailing address of the initial registered office of this corporation is P. O. Box 1116, Newport, Arkansas 72112; and the street address of the initial registered office of this Corporation is “Victory Boulevard and Lake Avenue, Newport Industrial Park, Newport, Arkansas 72112.” The name of the initial registered agent of this Corporation at such addresses is Henry Leighton.

     EIGHTH: The number of directors constituting the initial Board of Directors of this Corporation is two, and they shall serve as directors of this Corporation until the first annual meeting of shareholders or until their successors are elected and qualified.

     NINTH: The internal affairs of this Corporation shall be regulated by the By-Laws adopted by the Board of Directors, subject to the Articles of Incorporation and the general law.

     TENTH: The business of this Corporation shall be managed by a Board of Directors initially consisting of two members, provided that the number of shareholders of this Corporation shall be two or less; but at such time as the number of shareholders shall increase to more than two, the Board of Directors may be increased by action of the shareholders to a number equal to the number of shareholders, but not to exceed seven members.

     ELEVENTH: Without in any way or to any extent limiting the rights and powers of this Corporation under the Statutes of the State of Arkansas, or the general law, this Corporation shall have the right to borrow money for any lawful purpose and to issue its bonds and notes therefor, to pay interest thereon and to execute and deliver mortgages, deeds of trust, security agreements and other lien documents conveying any and all of its property of every kind and character, real and personal, tangible and intangible, franchises and rights to secure the repayment of such loans and interest thereon.

CERTIFIED COPY

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     TWELFTH: Certificates of shares of stock in this Corporation subscribed for, but not fully paid, may be issued to the subscribers therefor, but such certificates shall state on their face the amount so paid on such stock; and the holder of such certificate shall be deemed the actual owner of the shares therein mentioned only to the extent as actual payment has been made to this Corporation under the subscription contract conveying such shares, and to the extent of such actual ownership only, the holders of such certificates shall be entitled to participate in dividends and to vote said stock.

     IN WITNESS WHEREOF, the undersigned has set his hand on this the 27th day of January, 1987.

/s/ Phillip D. Hout  

PHILLIP D. HOUT 

     Subscribed and sworn to before me, a Notary Public, on this the 27th day of January, 1987.

/s/ Illegible  

NOTARY PUBLIC  

MY COMMISSION EXPIRES:

     10/15/89

Arkansas Secretary of State — Document No.: 5170600004 — Date Filed: 02-15-1993 02:37 PM — Total Pages: 2

CERTIFIED COPY

ARTICLES OF AMENDMENT

OF

MEDALLION FOODS, INC.

     The undersigned, as President and Secretary of Medallion Foods, Inc., (the “Corporation”) a corporation duly existing under and by virtue of the laws of the State of Arkansas, hereby certify, pursuant to the Arkansas Business Corporation Act (Act 958 of 1987), that:

     1. The name of the Corporation is Medallion Foods, Inc.

     2. Each of the amendments to the Articles of Incorporation of the Corporation, hereinafter set forth (the “Amendments” ), was adopted by the shareholders of the Corporation, upon the recommendation of the Board of Directors, on January 11, 1993.

     3. Article Seventh of the Articles of Incorporation of the Corporation was amended to read as follows:

“SEVENTH: The mailing address of the registered office of the Corporation is 3636 Delta Avenue (sometimes otherwise called Medallion Place), Newport, Arkansas 72112; and the name of the registered agent of the Corporation at such address is Henry R. Leighton.”

     4. Article Tenth of the Articles of Incorporation of the Corporation was amended to read as follows:

“TENTH: The business of the Corporation shall be managed by a Board of Directors consisting of at least one (1) but no more than seven (7) members; and the number of active members of the Board of Directors may be fixed or changed from time to time, within the minimum and maximum numbers stated herein, by the shareholders.”

     5. The Articles of Incorporation of the Corporation was further amended by adding the following Articles, which read as follows:

“THIRTEENTH: From and after the date hereof, this Corporation shall be governed by the Arkansas Business Corporation Act (Act 958 of 1987).”

“FOURTEENTH: To the fullest extent permitted by the Arkansas Business Corporation Act as it now exists or may hereafter be amended, a Director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, unless the Director engaged in fraudulent or

Page 1

CERTIFIED COPY

dishonest conduct or gross abuse of his authority or discretion, with respect to the Corporation.”

“FIFTEENTH: The Corporation may indemnify any person, and shall indemnify any Director, who was, or is, a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, relating to such person’s or such Director’s services to or actions for or in behalf of the Corporation, to the fullest extent permitted by the Arkansas Business Corporation Act as it now exists or may hereafter be amended.”

     6. Two Hundred (200) shares of the Corporation’s stock are outstanding and entitled to vote on the Amendments. Two Hundred (200) shares were indisputably represented at the meeting at which the Amendments were adopted. Two Hundred (200) shares voted in favor of each of the Amendments and no shares voted against any of the Amendments. The number of shares voting in favor of each of the Amendments was sufficient to adopt such Amendments.

     IN WITNESS WHEREOF, the Corporation has caused its corporate name to be subscribed by its President, who hereby verifies that the statements contained in the foregoing Articles of Amendment are true and correct to the best of his knowledge and belief, and duly attested by its Secretary on this 11th day of January, 1993.

MEDALLION FOODS, INC.
By:	/s/ J. Mark Grosvenor
	J. Mark Grosvenor, President

ATTEST:
By:	/s/ Henry R. Leighton
	HENRY R. LEIGHTON, Secretary

Page 2

Arkansas Secretary of State — Document No.: 5170600005 — Date Filed: 06-29-1994 08:28 AM — Total Pages: 2

CERTIFIED COPY

ARTICLES OF AMENDMENT

OF

MEDALLION FOODS, INC.

     The undersigned, as President and Secretary of Medallion Foods, Inc., (the “Corporation”) a corporation duly existing under and by virtue of the laws of the State of Arkansas, hereby certify, pursuant to the Arkansas Business Corporation Act (Act 958 of 1987), that:

     1. The name of the Corporation is Medallion Foods, Inc.

     2. The amendment to the Articles of Incorporation of the Corporation, hereinafter set forth (the “Amendment”), was adopted by the shareholders of the Corporation, upon the recommendation of the Board of Directors, on April 6, 1994.

     3. Article Fourth of the Articles of Incorporation of the Corporation was amended to read as follows:

“FOURTH: The shares of this Corporation shall be divided into the following two (2) classes:

A. Common Stock. The aggregate number of shares of Common Stock which this Corporation shall have authority to issue is 5,000 shares having no par value. Holders of Common Stock shall have unlimited voting rights and, together with the holders of Class A Common Stock, shall be entitled to receive the net assets of the Corporation upon dissolution.

B. Class A Common Stock. The aggregate number of shares of Class A Common Stock which this Corporation shall have authority to issue is 100 shares having no par value. Holders of Class A Common Stock shall have no voting rights, except to the extent prohibited by the Arkansas Business Corporation Act or by the Arkansas Constitution, Article 12, Section 8, which guarantees the right of all stockholders to vote on a proposal to increase the capital stock or bond indebtedness of the Corporation. Holders of Class A Common Stock shall have no rights to receive dividends but, together with the holders of Common Stock, shall be entitled to receive the net assets of the Corporation upon dissolution. Except as otherwise provided herein, the Board of Directors of this Corporation may determine, in whole or in part, the preferences, limitations and relative rights of the Class A Common Stock before the issuance of any shares thereof.”

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CERTIFIED COPY

     4. One Hundred (100) shares of the Corporation’s stock are outstanding and entitled to vote on the Amendment. One Hundred (100) shares were indisputably represented at the meeting at which the Amendment was adopted. One Hundred (100) shares voted in favor of the Amendment and no shares voted against the Amendment. The number of shares voting in favor of the Amendment was sufficient to adopt such Amendment.

     IN WITNESS WHEREOF, the Corporation has caused its corporate name to be subscribed by its President, who hereby verifies that the statements contained in the foregoing Articles of Amendment are true and correct to the best of his knowledge and belief, and duly attested by its Secretary on this 22nd day of June, 1994.

MEDALLION FOODS, INC.
By:	/s/ J. Mark Grosvenor
	J. Mark Grosvenor, President

ATTEST:

By:	/s/ Phillip D. Hout
	PHILLIP D. HOUT, Secretary

Page 2

Arkansas Secretary of State — Document No.: 5170600006 — Date Filed: 02-22-1995 02:46 PM — Total Pages: 1

CERTIFIED COPY

Secretary of State
Corporation Division
State Capitol Building
Little Rock, Arkansas 72201

Gentlemen:

     Pursuant to the Arkansas Business Corporation Act, the undersigned corporation submits the following statement for the purpose of changing its registered agent in the State of Arkansas:

     1. Name of corporation:

               MEDALLION FOODS, INC.

     2. Address of its registered office:

               3636 Delta Avenue (a/k/a Medallion Place)
               Newport, Arkansas 72112.

     3. Name of present registered agent:

               Henry R. Leighton

     4. Name of successor registered agent:

               Phillip D. Hout

     5. The address of its registered office, and the address of the business office of its registered agent, as changed, will be identical.

     Dated February 8, 1995.

MEDALLION FOODS, INC.
By:	/s/ J. Mark Grosvenor
	J. Mark Grosvenor, President
By:	/s/ Phillip D. Hout
	Phillip D. Hout, Secretary

		Arkansas Secretary of State — Document No.: 4185890002 — Date Filed: 06-27-2005 10:42 AM — Total Pages: 1
	CERTIFIED COPY
		Arkansas Secretary of State
			State Capitol • Little Rock, Arkansas 72201-1094
		Charlie Daniels	501-682-3409 • www.sos.arkansas.gov

NOTICE OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT, OR BOTH

MARK ENTITY TYPE

þ     Corporation-Profit	o     General Partnership	o     Limited Liability Limited Partnership
o     Corporation-Non Profit	o     Limited Partnership
o     Limited Liability Company	o     Limited Liability Partnership

Pursuant to the Laws of the State of Arkansas, the undersigned submits the following statement for the purpose of changing its registered office or its registered agent, or both in the State of Arkansas. If this statement reflects a change of registered office, this form must be accompanied by notice of such change to any and all applicable entities.

1.	Name of corporation: Medallion Foods, Inc.
2.	Is the entity þ Domestic or o Foreign              Name of Tax Contact: S. K. Laux — 314/877/7000

800 Market St., Ste. 2900,
St. Louis, MO 63101

3. Street address of registered office changing from: 3636 Delta Avenue

Street Address

Newport, AR 72112

City, State, Zip

4. Street address to which registered office changing to: 425 West Capital Avenue. Ste. 1700

Street Address

Little Rock, AR 72201

City, State, Zip

(The address of the registered office and the business address of the registered agent must be identical.)

5.	Name of registered agent changing from: Phillip D. Hout To: The Corporation Company
	I, The Corporation Company hereby consent to serve as registered agent for this entity.

 

Asst. Secy. 

Successor Agent 

A letter of consent from successor agent may be substituted in lieu of this signature.

A copy bearing the file marks of the Secretary of State shall be returned.

If this entity is a corporation governed by Act 576 of 1965 such change must be filed with the County Clerk of the County in which its registered office is located, unless the registered office is located in Pulaski County, in which event no filing with the County Clerk is required.

/s/ C. G. Huber Jr.  

C. G. Huber, Jr. 
Signature of Authorized Officer

Dated: June 23, 2005	Secretary
	Title of Authorized Officer

Fee For Corporation or Limited Liability Company — $25.00

Fee For General Partnership, Limited Partnership, Limited Liability Partnership or Limited Liability Limited Partnership — $ 15.00

	FILED — Arkansas Secretary of State #100034110 01/08/2008 18:04
	CERTIFIED COPY
	Arkansas Secretary of State
		State Capitol • Little Rock, Arkansas 72201-1094
	Charlie Daniels	501-682-3409 • www.sos.arkansas.gov
	Business & Commercial Services, 250 Victory Building, 1401 W. Capitol, Little Rock

NOTICE OF CHANGE OF COMMERCIAL REGISTERED AGENT INFORMATION
(PLEASE TYPE OR PRINT CLEARLY IN INK)

1.	a. Current Name of Commercial Registered Agent: The Corporation Company
	b. New name of Commercial Registered Agent: The Corporation Company
2.	a. Current address on file: 425 West Capitol Avenue

Street Address

Suite 1700	Little Rock, AR 72201
Street Address Line 2	City, State Zip

b. New address: 124 West Capitol Avenue

Street Address

Suite 1400	Little Rock, AR 72201-3736
Street Address Line 2	City, State Zip

3.	a. Jurisdiction / type of organization: Business Corporation
	b. New jurisdiction / new type of organization:
4.	Attach a listing of ALL entities effected by the above change(s).

A commercial registered agent shall promptly furnish each entity it represents with notice of the filing of a statement of change.

I understand that knowingly signing a false document with the intent to file with the Arkansas Secretary of State is a Class C misdemeanor and is punishable by a fine up to $100.00 and/or imprisonment up to 30 days.

Executed this 27th day of December, 2007.

/s/ Marie Hauer Asst. Secy.	MARIE HAUER
Signature and Title of Authorized Individual	Printed Name of Authorized individual

NO FEE CRA-CF Rev. 08/07

	FILED — Arkansas Secretary of State #100034110 06/19/2008 15:45
	CERTIFIED COPY
	Arkansas Secretary of State
		State Capitol • Little Rock, Arkansas 72201-1094
	Charlie Daniels	501-682-3409 • www.sos.arkansas.gov
	Business & Commercial Services, 250 Victory Building, 1401 W. Capitol, Little Rock

NOTICE OF CHANGE OF COMMERCIAL REGISTERED AGENT INFORMATION
(PLEASE TYPE OR PRINT CLEARLY IN INK)

1.	a. Current Name of Commercial Registered Agent: THE CORPORATION COMPANY
	b. New name of Commercial Registered Agent: THE CORPORATION COMPANY
2.	a. Current address on file: 124 West Capitol Avenue

Street Address

Suite 1400	Little Rock, AR 72201-3736
Street Address Line 2	City, State Zip

b. New address: 124 West Capitol Avenue

Street Address

Suite 1900	Little Rock, AR 72201
Street Address Line 2	City, State Zip

3.	a. Jurisdiction / type of organization: BUSINESS CORPORATION
	b. New jurisdiction / new type of organization:
4.	Attach a listing of ALL entities effected by the above change(s).

A commercial registered agent shall promptly furnish each entity it represents with notice of the filing of a statement of change.

I understand that knowingly signing a false document with the intent to file with the Arkansas Secretary of State is a Class C misdemeanor and is punishable by a fine up to $100.00 and/or Imprisonment up to 30 days.

Executed this 28th day of April, 2008.

/s/ Marie Hauer, asst. Secy	MARIE HAUER
Signature and Title of Authorized Individual	Printed Name of Authorized Individual

NO FEE CRA-CF Rev. 05/07

EX-3.22

Exhibit 3.22

BYLAWS
OF
MEDALLION FOODS, INC.
***

ARTICLE I — SHAREHOLDERS

     Section 1. ANNUAL MEETING: The annual meeting of shareholders shall be held at the principal office of the Company, or at such other place either within or without the State of Arkansas as the Directors may from time to time determine, on the third Thursday in February, commencing with the year 2006, or if said day be a legal holiday, then on the next succeeding business day, to elect Directors and transact such other business as may properly come before the meeting.

     Section 2. SPECIAL MEETINGS: Special meetings of the shareholders may be called by the Board of Directors, the President or the Secretary, or in any other manner permitted by law; and each such meeting shall be held at such time, and at such place either within or without the State of Arkansas as may be specified in the notice thereof.

     Section 3. QUORUM: At any meeting of shareholders, the holders of a majority of the outstanding shares entitled to vote thereat, and present in person or represented by proxy, shall constitute a quorum for all purposes. A majority in interest of the shareholders, present and entitled to vote at any meeting may adjourn the same from time to time without notice other than announcement at the meeting, and any business may be transacted at such meeting as originally notified.

     Section 4. NOTICE: Written notice stating the place, date and hour of the meeting and, in case of a special meeting the purpose or purposes for which the meeting is called, shall be delivered, either personally or by mail, to each shareholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

     Section 5. WAIVER OF NOTICE: Whenever notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a shareholder at a special meeting shall constitute a waiver of notice of such meeting, except where a shareholder attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any regular or special meeting need be specified in any written waiver of notice of such meeting.

     Section 6. ACTION WITHOUT MEETING: Any action required or permitted to be taken at a meeting of shareholders, may be taken without a meeting if authorized by the written consent of all shareholders entitled to vote. Such consent shall have the same effect as a unanimous vote.

ARTICLE II — DIRECTORS

     Section 1. ELECTION: The number of Directors which shall constitute the whole Board shall be three. The Directors shall be elected at the annual meeting of shareholders except as provided in Section 2 of this Article, and each Director elected shall hold office until his successor is elected and qualified or until his earlier removal or resignation. Directors need not be shareholders.

     Section 2. TENURE; VACANCIES: Any vacancy occurring in the Board of Directors may be filled by an affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors for a term of office continuing only until the next election of Directors by the shareholders.

     Section 3. POWERS: The business of the corporation shall be managed by the Board of Directors which may exercise all such powers and do all such lawful acts which they may deem necessary and appropriate for the expedient conduct and furtherance of the Company’s business.

     Section 4. MEETINGS: Meetings of the Board of Directors, regular or special, may be held either within or without the State of Arkansas. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board. Special meetings may be held upon notice of each Director, either personally or by mail or by telegram.

     Section 5. QUORUM: A majority of the total number of Directors shall constitute a quorum at all meetings of the Board, and the act of the majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. At any meeting of Directors, whether or not a quorum is present, the Directors present thereat may adjourn the same from time to time without notice other than announcement at the meeting.

     Section 6. COMMITTEES: The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more Directors. Each such committee shall have the functions and powers as the Board may designate in accordance with the laws of Arkansas. The Board shall have the power at any time to fill vacancies in, to change the size of membership of, or to dissolve, any one or more of such committees. Each such committee shall have such name as may be determined by the Board, and shall keep regular minutes of its proceedings and report the same to the Board of Directors for approval as required.

     Section 7. WAIVER OF NOTICE: Whenever notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Director at a special meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any regular or special meeting need be specified in the waiver of notice of such meeting.

     Section 8. ACTION WITHOUT MEETING: Any action required or permitted to be taken at a meeting of the Board of Directors or of a committee of the Board of Directors, may be taken without a meeting if a consent in writing shall be signed by all of the members of the Board or of such a committee. Such consent shall have the same effect as a unanimous vote.

     Section 9. COMPENSATION: The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting or a stated salary as Director. No such payment shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE III — OFFICERS

     Section 1. ELECTION: The officers of the corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors may also choose additional or assistant officers. Any number of offices may be held by the same person.

     Section 2. TENURE; VACANCIES: The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board. Any vacancy occurring in any office shall be filled by the Board of Directors.

     Section 3. DUTIES; COMPENSATION: The duties and salaries of each officer shall be established by resolution of the Board of Directors.

ARTICLE IV — CAPITAL STOCK

     Section 1. STOCK CERTIFICATES: All certificates of stock of the Company shall be signed by the Chairman or Vice Chairman of the Board of Directors, or the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Company and shall bear the corporate seal of the Company. To the extent permitted by law, the signatures of such officers, and the corporate seal, appearing on certificates of stock, may be facsimile, engraved or printed. In case any such officer who signed or whose facsimile signature appears on any such certificate shall have ceased to be such officer before the certificate is issued, such certificate may nevertheless be issued by the Company with the same effect as if such officer had not ceased to be such officer at the date of its issue.

     The Company shall not issue a certificate for a fractional share; however, the Board of Directors may issue, in lieu of any fractional share, scrip or other evidence of ownership upon such terms and conditions as it may deem advisable.

     All certificates of stock of each class and series shall be numbered appropriately.

     Section 2. RECORD OWNERSHIP: The corporation shall maintain a record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue and the number thereof. The Company shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof, and accordingly it will not be bound to recognize any equitable or other claim of interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Arkansas.

     Section 3. TRANSFERS: Transfers of stock shall be made on the books of the Company only by direction of the person named in the certificate, or by an attorney lawfully constituted in writing, and upon the surrender of the certificate therefor.

     Section 4. TRANSFER AGENTS; REGISTRARS: The Board of Directors may, by resolution, from time to time appoint one or more Transfer Agents that may be officers or employees of the Company, to make transfers of shares of stock of the Company, and one or more Registrars to register shares of stock issued by or on behalf of the Company. The Board of Directors may adopt such rules as it may deem expedient concerning the issue, transfer and registration of stock certificates of the Company.

     Section 5. LOST CERTIFICATES: Each person whose certificate of stock has been lost, stolen or destroyed shall be entitled to have a replacement certificate issued in the same name and for the same number of shares as the original certificate, provided that such person has first filed with such officers of the Company, Transfer Agents or Registrars, as the Board of Directors may designate, an affidavit stating that such certificate was lost, stolen or destroyed and a bond of indemnity, each in the form and with such provisions as such officers, Transfer Agents or Registrars may reasonably deem satisfactory.

     Section 6. TRANSFER BOOKS; RECORD DATES: The Board of Directors shall have power to close the stock transfer books of the Company as permitted by law; provided, however, that in lieu of closing the said books, the Board of Directors may fix in advance a date, not exceeding sixty days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights or the date when any change or conversion or exchange of shares shall go into effect, as a record date when any determination of the shareholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights or to exercise the rights in respect of any such change, conversion or exchange of shares, and in such case such shareholders and only such shareholders as shall be shareholders of record on the date of closing the transfer books or on the record date so fixed shall be entitled to notice of, and to vote at, such meeting, and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding

any transfer of any shares on the books of the Company after such date of closing of the transfer books or such record date fixed as aforesaid.

ARTICLE V — INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

     The Company may indemnify any person who is or was a Director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any civil, criminal, administrative or investigative action, suit, proceeding or claim, to the full extent and in the manner permitted by law.

ARTICLE VI — MISCELLANEOUS PROVISIONS

     Section 1. SEAL: The corporate seal of the Company shall be circular and have inscribed thereon the words “Medallion Foods, Inc. Corporate Seal Arkansas” and may also have inscribed thereon the date of incorporation; an impression of the same is set forth hereon.

     Section 2. FISCAL YEAR: The fiscal year of the Company shall begin with the first day of October and end on the thirtieth day of September in each year.

     Section 3. AMENDMENTS: These Bylaws may be restated, amended or replaced by a majority vote of the Board of Directors.

EX-3.23

Exhibit 3.23

ARTICLES OF MERGER
OF
NUTCRACKER BRANDS, INC.
INTO
SOUTHERN ROASTED NUTS OF GEORGIA, INC.

Pursuant to the provisions of the Georgia Business Corporation Code, Nutcracker Brands, Inc., a Massachusetts corporation (“Nutcracker”) and Southern Roasted Nuts of Georgia, Inc., a Georgia corporation (“Survivor”) adopt the following Articles of Merger (“Articles”). Nutcracker and Survivor are sometimes together referred to in these Articles as the “Constituent Corporations.”

1.	Plan of Merger — Effective September 30, 1999 (the “Effective Date”), Nutcracker shall be merged with and into Survivor and the separate existence of Nutcracker shall cease, with the effect that Survivor shall thereupon and thereafter possess and be vested with all the rights, privileges, immunities, franchises, causes of action and property, and be responsible and liable for all the liabilities and obligations, of each of the Constituent Corporations. On the Effective Date of the merger, all the outstanding stock of Nutcracker shall be cancelled and the outstanding stock of the Constituent Corporations shall consist solely of the outstanding stock of Survivor. From and after the Effective Date, the Articles of Incorporation and Bylaws of the Survivor shall remain the Articles of Incorporation and Bylaws of Nutcracker except that the name of Survivor shall be changed to Nutcracker Brands, Inc. This plan of merger may be rescinded at any time prior to the Effective Date by direction of a majority of the board of either corporation.
2.	Shareholder Approval — Approval by the shareholder of Survivor on the Agreement and Plan of Merger was not required as provided by §14-2-1103 and §14-2-1002 of the laws of the State of Georgia. RH Financial Corporation, the sole shareholder of Nutcracker Brands, Inc., has duly approved the Agreement and Plan of Merger by unanimous written consent as provided by law.
3.	Board Approval — The Board of Directors of each Constituent Corporation has approved the Agreement and Plan of Merger.
4.	Publication Certification — Survivor certifies that a Notice of Merger and a publishing fee of $40.00 have been mailed or delivered to an authorized newspaper, as required by law.

SOUTHERN ROASTED NUTS OF GEORGIA, INC., a Georgia corporation		NUTCRACKER BRANDS, INC., a Massachusetts corporation
By:	/s/ W. E.Taylor W. E. Taylor Vice President	By:	/s/ W. E. Taylor W. E. Taylor Vice President
Dated: September 28,1999		Dated: September 28,1999

Secretary of State
Corporations Division
Suite 315, West Tower
2 Martin Luther King Jr. Dr.
Atlanta, Georgia 30334-1530

DOCKET NUMBER
CONTROL NUMBER
EFFECTIVE DATE
REFERENCE
PRINT DATE
FORM NUMBER :
:
:
:
:
: 971121067
8610132
04/02/1997
0086
04/22/1997
111

JAY. SHERRELL & SMITH
CLAYTON JAY, JR.
P.O. BOX 308
FITZGERALD GA 31750

CERTIFICATE OF AMENDMENT

I, Lewis A. Massey, the Secretary of State and the Corporation Commissioner of the State of Georgia, do hereby certify under the seal of my office that

SOUTHERN ROASTED NUTS OF GEORGIA, INC.
A DOMESTIC PROFIT CORPORATION

has filed articles of amendment in the office of the Secretary of State and has paid the required fees as provided by Title 14 of the Official Code of Georgia Annotated. Attached hereto is a true and correct copy of said articles of amendment.

WITNESS my hand and official seal in the City of Atlanta and the State of Georgia on the date set forth above.

/s/ Lewis A. Massey  

LEWIS A. MASSEY 

SECRETARY OF STATE 

(SEAL)

ARTICLES OF AMENDMENT
OF SOUTHERN ROASTED NUTS OF GEORGIA, INC.

     The Articles of Incorporation of Southern Roasted Nuts of Georgia, Inc., are hereby amended, as hereinafter set forth:

     1. The name of the corporation is Southern Roasted Nuts of Georgia, Inc.

     2. The following Resolution was adopted by written consent of all the shareholders and all of the directors of the corporation, on March 18, 1997, to wit:

CONSENT OF DIRECTORS AND SHAREHOLDERS
OF SOUTHERN ROASTED NUTS OF GEORGIA, INC.
TO ACTION WITHOUT MEETING
ON MARCH 19, 1997

     The undersigned, being all of the directors and shareholders of Southern Roasted Nuts, Inc. (formerly known as Flowers Snacks, Inc.), do hereby consent to and do hereby take the following actions pursuant to the Georgia Corporation Code and do hereby unanimously adopt the following resolution:

     RESOLVED, that the Articles of Incorporation of Southern Roasted Nuts, Inc., be amended by striking the fifth paragraph of said Articles of Incorporation, which reads as follows:

     “FIFTH: The aggregate number of shares which the corporation shall have authority to issue is one thousand (1,000) of the par value of One Dollar ($1.00) each.”

     and by substituting in lieu thereof, the following:

     “FIFTH: The aggregate number of shares which the corporation shall have authority to issue is one hundred thousand (100,000) of the par value of One Dollar ($1.00) each.”

     BE IT FURTHER RESOLVED, that each of the undersigned directors and shareholders do hereby waive all requirements of law relating to amendment of Articles of Incorporation of the said Southern Roasted Nuts, Inc., including, but not limited to, those set forth in Section 14-2-1003 of the Official Code of Georgia Annotated and each of the undersigned directors and shareholders do hereby expressly waive the right to receive any material which might otherwise be required to be furnished.

     BE IT FURTHER RESOLVED that the Clayton Jay, Jr., as attorney for the corporation is hereby authorized and directed to take such action as is necessary to have the Articles of

Amendment filed with the Secretary of State as provided in O.C.G.A. §14-2-1006.

     IN WITNESS WHEREOF, the unanimous consent of all of the shareholders and all of the directors of the corporation is evidenced by their signatures below, as of the 19th day of March, 1997.

/s/ Allen A. Conger  

ALLEN A. CONGER, Shareholder and Director 

/s/ Harold C. Conger  

HAROLD C. CONGER, Shareholder and Director 

/s/ Carolyn Y. Conger  

CAROLYN Y. CONGER, Shareholder 

     3. The date of Amendment is March 19, 1997.

     4. Said Amendment was adopted by unanimous consent of all of the shareholders and all of the directors of the corporation.

     IN WITNESS WHEREOF, Southern Roasted Nuts of Georgia, Inc., has caused these Articles of Amendment to be executed and its corporate seal to be affixed, by its duly authorized president and secretary, this 19th day of March, 1997.

SOUTHERN ROASTED NUTS OF GEORGIA, INC.
By:	/s/ Allen A. Conger
	Allen A. Conger, President

	Attest:	/s/ Allen A. Conger
(STAMP)		Allen A. Conger, II,
		Secretary/Treasurer      [CORPORATE SEAL]

LOCKET NUMBER : 88005044 CHARTER NUMBER : 8610132 DATE INCORPORATED : 07/15/86 DATE AMENDED : 01/04/88 EXAMINER : STACY BILLEY TELEPHONE NUMBER : (404)656-2812 MAILED TO: CLAYTON JAY, JR., ATTY P O BOX 308 FITZGERALD GA 31250 CERTIFICATE OF AMENDMENT      I, MAX CLELAND, Secretary of State and the Corporations Commissioner of the state of Georgia do hereby certify, under the seal of my office that the articles of incorporation of “FLOWERS SNACKS, INC.” has changed its name to “SOUTHERN ROASTED NUTS OF GEORGIA , INC.” have been duly amended under the laws of the State of Georgia, by the filing of articles of amendment in the office of the secretary of state and the fees therefor paid, as provided by law, and that attached hereto is a true and correct copy of said articles of amendment.      WITNESS, my hand and official seal, in the city of Atlanta and the state of Georgia on the date set forth below. DATE: JANUARY 11, 1988 FORM A3 (3/87) SECURITIES CEMETERIES CORPORATIONS CORPORATIONS HOT LINE 656-2894 656-3079 656-2817 404-656-2222       Outside Metro- Atlanta (STAMP)

ARTICLES OF AMENDMENT OF FLOWERS SNACKS, INC.      Articles of incorporation of Flowers Snacks, Inc. are hereby amended as hereinafter set forth: 1.      The name of the corporation is flowers Snacks, Inc. 2.      The following resolution was adopted by the written consent of all of the shareholders on December 1, 1987, towit:      BE IT RESOLVED by the shareholders of Flowers Snacks, Inc. that the corporate name be changed from Flowers Snacks, Inc. to Southern Roasted Nuts of Georgia, Inc. and the president and secretary of the corporation are hereby authorized and directed to take such action as is necessary to have the Articles of Incorporation of the corporation amended so as to so change the corporate name to Southern Roasted Nuts of Georgia, Inc. 3.      The following amendment to the Articles of Incorporation was unanimously adopted by written consent of the directors of the corporation on December 1, 1987, towit:      BE IT RESOLVED by the directors of Flowers Snacks, Inc. that the corporate name be changed from Flowers Snacks, Inc. to Southern Roasted Nuts of Georgia, Inc. and the president and secretary of the corporation are hereby authorized and directed to take such action as is necessary to have the Articles of Incorporation of the corporation amended as herein set forth. 4.      The corporate name certificate for Southern Roasted Nuts of Georgia, Inc. issued by the Secretary of state is attached hereto and by reference made a part hereof.      IN WITNESS WHEREOF Flowers Snacks, Inc. has caused these Articles of Amendment to be executed and its corporate seal to be

affixed by its duly authorized officers this 31st day of December, 1987. FLOWERS SNACKS, INC. By Allen A. Conger, President Attest: Carolyn Y. Conger, Secretary (STAMP)

Secretary of State Business Services and Regulation Suite 306, CERTIFICATE DATE: 12/29/87 2 Martin Luther King Dr. Dr. DOCKET NUMBER: 87363150 Atlanta, Georgia 30334 EXAMINER: JANICE BROWN TELEPHONE: 404-656-2814 REQUESTED BY: CLAYTON JAY P.O. BOX 308 FITZGERALD GA 31750 RENEWAL OF CORPORATE NAME CERTIFICATE THE RECORDS OF THE SECRETARY OF STATE HAVE BEEN REVIEWED AND THE FOLLOWING NAME IS NOT IDENTICAL TO , AND APPEARS TO BE DISTINGUISHABLE FROM, THE NAME OF ANY OTHER EXISTING CORPORATION OR PROFESSIONAL ASSOCIATION ON FILE PURSUANT TO THE APPLICABLE PROVISION OF THE GEORGIA LAWS RELATING TO CORPORATIONS AND PROFESSIONAL ASSOCIATIONS (TITLE 14 OF THE OFFICIAL CODE OF GEORGIA ANNOTATED). "SOUTHERN ROASTED NUTS OF GEORGIA, INC." THIS CERTIFICATE SHALL BE VALID FOR A PERIOD OF TWO CALENDAR MONTHS FOR PROFIT AND NONPROFIT CORPORATIONS AND PROFESSIONAL ASSOCIATIONS (DP, FP, DN, FN, & PA) AND SIX CALENDER MONTHS FOR BANK (BK) FROM THE DATE OF THIS CERTIFICATE. PLEASE SUBMIT THE ORIGINAL CERTIFICATE (WHITE COPY) WITH THE ARTICLES OF INCORPORATION. THIS IS A RENEWAL CERTIFICATE. THE CERTIFICATE WILL EXPIRE AS SET FORTH ABOVE AND WILL NOT BE SUBJECT TO ANOTHER RENEWAL. MAX CLELAND SECRETARY OF STATE H. WAYNE HOWELL DEPUTY SECRETARY OF STATE SECURITIES CEMETERIES CORPORATIONS CORPORATIONS HOTLINE 656-2894 656-3079 656-2817 404-656-2222 Outside Metro-Atlanta

DUPLICATE State of Georgia OFFICE OF SECRETARY OF STATE I, Max Cleland, Secretary of State of the State of Georgia, do hereby certify that "FITZGERALD FOODS, Inc.", a corporation of the state of Georgia, has been duly merged under the Lave of the State of Georgia pursuant to articles of merger filed in the office of the secretary of state on the 29th day of August, 1986, effective the 29th day of August, 1986, into "FLOWERS SNAKS, Inc.", the resulting corporation , a Georgia Corporation, and all fees therefor paid, as provided by law, and that attached hereto is a true and correct copy of said articles of merger. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seal of my office, at the Capital, in the City of Atlanta, this 29th day of August in the year of our Lord One Thousand Nine Hundred and Eighty Six and of the Independence of the United States of America the Two Hundred and Eleven. /s/ Max Cleland _____________________________ SECRETARY OF STATE CORPORATION COMMISSIONER

ARTICLES OF MERGER OF FPITZGERALD FOODS, INC. INTO FLOWERS SNACKS, INC. Pursuant to the provisions of Tilte 14, Section 14-2-217 of the Official Code of Georgia, as amended, the undersigned corporations hereby execute these Articles of Merger for the purpose of merging into a single corporation: I. The following Agreement and Plan of Merger was duly approved by all of the shareholders of each of the undersigned corporations in the manner prescribed by the Business Corporation Act of Georgia on July 22, 1986: AGREEMENT AND PLAN OF MERGER A. CORPORATIONS PARTICIPATING IN MERGER. FITZGERALD FOODS, INC., a Georgia corporation, (the "Merging Company") agrees that it shall merge into FLOWERS SNACKS, INC., a Georgia corporation (the "Surviving Company"). B. NAME OF SURVIVING CORPORATION. Upon the effective Date of the Merger, the name of the Surviving Company will be "Flowers Snacks, Inc." C. MERGER. Pursuant to the terms and conditions of this Agreement and Plan of Merger, the Merging Company will merge into the Surviving Company. Upon the merger's becoming effective, the corporate existence of the Merging Company will cease, and the corporation existence of the Surviving Company will continue. D. CONVERSION AND EXCHANGE OF SHARES. On the Effective Date, the outstanding shares of the Surviving Company and the Merging Company shall be converted and exchanged as follows: 1. Shares of the Surviving Company. Each share of the capital stock of the Surviving Company outstanding immediately prior to the Effective Date shall remain outstanding immediately after the merger.

2. Shares of the Merging Company. Upon the Effective Date, each outstanding share of the Merging Company shall be automatically cancelled. Each holder of a certificate or certificates representing outstanding shares of the Merging Company shall surrender the same for cancellation to that company on or before the Effective Date, and the Merging Company shall thereupon deliver said certificate or certificates to the Surviving Company. Each share of the Merging Company's Common Stock shall be converted into and exchanged for .7927 shares of common Stock ($.625 par value per share) of Flowers Industries, Inc., a Delaware Corporation, which indirectly owns all of the issued and outstanding capital stock of Flowers Baking Co. of Georgia, Inc., a Georgia corporation, (the "Parent"), which Parent owns all of the issued and outstanding capital stock of the Surviving Company. Each holder of a certificate or certificates of the Merging Company shall be entitled to receive a certificate or certificates representing the number of whole shares of Flowers Industries, Inc. to which such holder is entitled under this Agreement and Plan of Merger. 3. Fractional Shares. No fractional shares of Flowers Industries, Inc. will be issued. Any shareholder of the Merging Company who would otherwise be entitled to receive five-tenths (5/10) or more of a share will be given an additional whole share of flowers Industries, Inc.; and any shareholder who would otherwise be entitled to less than five-tenths (5/10) of a share will not receive any consideration for such fractional share. II. As to each of the undersigned corporation, the number of shares outstanding and entitled to vote were as follows: Name of Number of Shares Designation of Corporation Outstanding Class Flowers Snacks, Inc. 1,000 Common Fitzgerald Foods, Inc. 12,500 Common

III. As to each of the undersigned corporation, the total number of shares voted for and against such Agreement Plan of Merger, respectively, were as follows: Number of Name of Shares Voted Voted Corporation Outstanding Class For Against Flowers Snacks, Inc. 1,000 Common 1,000 0 Fitzgerald Foods, Inc. 12,500 Common 12,500 0 IN WITNESS WHEREOF, these Articles of Merger have been executed under seal by the parties hereto by their duly authorized officers this 22 day of July, 1986. FLOWERS SNACKS, INC. By: President ATTEST: Secretary [Corporate Seal]

STATE of GEORGIA COUNTY OF Ben Hill I. Clayton Jaydn., Notary Public, certify this 22 day of July, 1986, personally appeared before me P.E. Cooper and Cindy Berndon, the President and Secretary of Flowers Snacks, Inc., each of whom being by me first duly sworn, declare that he signed the foregoing document in the capacity indicated, that he was authorized so to sign, and that the statements therein contained are true. Notary Public My Commission Expires: 7-12-88 [Notarial Seal]

AGREEMENT AND PLAN OF MERGER A. CORPORATION PARTICIPATING IN MERGER. FITZGERALD FOODS, INC., a Georgia corporation (the "Merging Company"), agrees that it shall merger into FLOWERS SNACKS, INC., a Georgia corporation (the "Surviving Company"). B. NAME OF SURVIVING CORPORATION. Upon the Effective Date of the Merger, the name of the Surviving Company will be Flowers Snacks, Inc. C. MERGER. Pursuant to the terms and conditions of this Agreement and Plan of Merger, the Merging Company will merge into the Surviving Company. Upon the merger's becoming effective, the corporation existence of the Merging Company will cease, and the corporation existence of the Surviving Company will continue. The time when the merge becomes effective, which shall be 6:30 A.M. E.D.T., July 22, 1986, is hereinafter referred to as the "Effective Date." D. CONVERSION AND EXCHANGE OF SHARES. On the Effective Date, the outstanding shares of the Surviving Company and the Merging Company shall be converted and exchanged as follows: 1. Shares of the Surviving Company. Each share of the capital stock of the Surviving Company outstanding immediately prior to the Effective Date shall remain outstanding immediately after the merger.

2. Shares if the Merging Company. Upon the Effective Date, each outstanding share of the Merging Company shall be automatically cancelled. Each holder of a certificate or certificates representing outstanding shares of the Merging Company shall surrender the same for cancellation to that company on or before the Effective Date, and the Merging Company shall thereupon deliver said certificate or certificates to the Surviving Company. Each share of the Merging Company’s Common Stock shall be converted into and exchanged for .7927 shares of Common Stock ($.625 par value share) of Flowers Industries, Inc., a Delaware corporation, which indirectly owns all of the issued and outstanding capital stock of Flowers Baking Co. of Georgia, Inc., a Georgia corporation, (the "Parent"), which Parent owns all of the issued and outstanding capital stock of the Surviving Company . Each holder of a certificate or certificates of the Merging Company shall be entitled to receive a certificate or certificates representing the number of whole shares of Flowers Industries, Inc. to which such holder is entitled under this Agreement and Plan of Merger.

3. Fractional Shares. No fractional shares of Flowers Industries, Inc. will be issued. Any shareholder of the Merging Company who would otherwise be entitled to receive five-tenths (5/10) or more of a share will be given an additional whole share of Flowers Industries, Inc., and any shareholder who would otherwise be entitled to less than five-tenths (5/10) of a share will not receive any consideration for such fractional share.

IN WITNESS WHEREOF, these Articles of Merger have been executed under seal by the parties hereto by their duly authorized officers this 22nd day of July, 1986. FLOWERS SNACKS, INC. By: /s/ Illegible Its: President ATTEST: Illegible ____________________ Secretary [Corporate Seal] FITZGERALD FOODS, INC. By: /s/ Illegible Its : President ATTEST: Illegible ____________________ Secretary [Corporate Seal]

DUPLICATE State of Georgia OFFICE OF SECRETARY OF STATE I, Max Cleland, Secretary of State of the Suite of Georgia, do hereby certify that "FLOWERS SNACKS, INC." has been duly incorporated under the laws of the State of Georgia on the 15th day of July, 1986, by the filing of articles of incorporation in the office of the Secretary of State and the fees therefor paid, as provided by law, and that attached hereto is a true copy of said articles of incorporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seal at my office at the capital in the City of Atlanta this 15th day of July in the year of our Lord One Thousand Nine Hundred and Eighty Six and of the Independence of the United States of America the Two Hundred and Eleven. Max Cleland _________________________________ SECRETARY OF STATE CORPORATION COMMISSIONER

ARTICLES OF INCORPORATION OF FLOWERS SNACKS, INC. We, the undersigned natural persons of the age of eighteen years or more, acting as incorporators of a corporation under the Georgia Business Corporation Code, do hereby adopt the following Articles of Incorporation for such corporation: FIRST: The name of the corporation is FLOWERS SNACKS. INC. SECOND: The corporation is organized pursuant to the provisions of the Georgia Business Corporation Code. THIRD: The period of its duration is perpetual. FOURTH: The purpose or purposes for which the corporation is organized are: To manufacture, and distribute food products and any lawful act or activity for which a corporation may be organized.

To engage in any lawful activity for which corporations may be organized under the Georgia Business Corporation Code. FIFTH: The aggregate number of shares which the corporation shall have authority to issue is One Thousand (1,000) of the par value of One Dollar ($1.00) each. SIXTH: The corporation will not commence business until it has received the sum of Five hundred Dollars ($500.00) as consideration for the issuance of shares. SEVENTH: The address of the initial registered office of the corporation is 2 peachtree Street, N. W., c/o C T Corporation System, Atlanta, Georgia 30383 and the name of its initial registered agent at such address is C T Corporation System. EIGHTH: The number of directors constituting the initial board of directors shall be one (1), and the name and address of the person who is to serve as a member thereof is: NAME ADDRESS Frederick E. Cooper P. O. Box 1338 Thomasville, Ga. 31792 2

NINTH: The names and addresses of the incorporators are: NAME ADDRESS T.S. Merker 2 Peachtree St., N. W. Atlanta, Ga. 30383 G. L. Minor 2 Peachtree St., N. W. Atlanta, Ga. 30383 L .M. Neely 2 Peachtree St., N. W. Atlanta, Ga. 30383 In witness whereof, we have hereunto set our hands this 15 day of July, 1986. /s/ T.S. Merker T.S. Merker /s/ G. L. Minor G. L. Minor /s/ L .M. Neely L .M. Neely ACCEPTANCE OF APPOINTMENT BY REGISTERED AGENT C T Corporation System having been designated to act as registered agent hereby consents to act in this capacity. C T CORPORATION SYSTEM By ILLEGIBLE

State of Georgia OFFICE OF SECRETARY OF STATE I, Max Cleland, Secretary of State of the State of Georgia, do hereby certify that based on a diligent search of the records on file in this office, I find that the name of the following proposed domestic corporation to wit "FLOWERS SNACKS, INC." is not identical with or confusingly similar to the name of any other existing domestic or domesticated or foreign corporation registered in the records on file in this office or to the name of any other proposed domestic or domesticated, or foreign corporation as shown by a certificate of the secretary of state heretofore issued and presently effective. This certificate is in full force and effective for a period of 4 calendar months from date of issuance. after such period of time, this certificate is void. In TESTIMONY WHEREOF, I have hereonto set my hand and affixed the seal of my office, at the Capitol, in the City of Atlanta, this 15th day of July, in the year of our Lord One Thousand Nine Hundred and Eighty Six and of the Independence of the United States of America the Two Hundred and Eleven. Max Cleland SECRETARY OF STATE COMMISSIONER OF CORPORATIONS

EX-3.24

Exhibit 3.24

BY-LAWS

OF

NUTCRACKER BRANDS, INC.

ARTICLE ONE

CAPITAL STOCK

     1.1 Certificates of stock shall be numbered consecutively in the order in which they are issued. They shall be signed by the President and Secretary-Treasurer and the seal of the corporation shall be affixed thereto. In an appropriate place in the corporate records shall be entered the name of the person owning the shares, the number of shares, and the date of issue. Certificates of stock exchanged or returned shall be cancelled by the Secretary-Treasurer and placed in the corporate records.

     1.2 Transfers of stock shall be made on the stock books of the corporation by the holder in person or by power of attorney, or by surrender of the old certificate for such shares, duly assigned.

     1.3 The holders of the common stock shall be entitled to one vote for each share of stock standing in their name.

ARTICLE TWO

SHAREHOLDERS’ MEETING

     2.1 The annual meeting of shareholders of the corporation shall be held within or without the state of incorporation at such place as may from time to time be fixed by the Board of Directors on the first business day in July of each year or at such other time as may from time to time be fixed by the Board of Directors.

     2.2 At all meetings of shareholders, the holders of common stock shall be entitled to cast their one vote for each share of common stock, either in person or by written proxy.

     2.3 Special meetings of the shareholders may be called at any time by the President or any holder or holders of as much as fifty percent (50%) of the outstanding capital stock of the corporation upon ten (10) days’ notice, either mailed to the last known address or personally given to each shareholder. Notice of a special meeting may be waived by instrument in writing. Attendance at such meeting in person or by proxy shall constitute a waiver of notice thereof.

     2.4 Notice of any special meeting of shareholders shall in general terms state the purpose or purposes for which the meeting is called.

     2.5 At all meetings of shareholders a majority of the outstanding shares of stock shall constitute a quorum for the transaction of business, and no resolution or business shall be transacted without the favorable vote of a majority of the shares represented at the meeting and entitled to vote. A lesser number may adjourn from day to day.

     2.6 Any action to be taken at a meeting of the shareholders of the corporation, or any action that may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE THREE

DIRECTORS

     3.1 Subject to these By-Laws, or any lawful agreement between the shareholders, the full and entire management of the affairs and business of the corporation shall be vested in the Board of Directors, which shall have and may exercise all of the powers that may be exercised or performed by the corporation.

     3.2 The Board of Directors shall consist of not less than three nor more than five members who shall be elected at an annual meeting of the shareholders and serve for a term of one year and until their successors are elected. A majority of said Directors shall constitute a quorum for the transaction of business. All resolutions adopted and all business transacted by the Board of Directors shall require the affirmative vote of a majority of the Directors present at the meeting.

     3.3 The Directors may fill the place of any Director which may become vacant prior to the expiration of his term, such appointment by the Directors to continue until the expiration of the term of the Director whose place has become vacant.

     3.4 The Directors shall meet annually following the annual meeting of the shareholders. Special meetings of the Directors may be called at any time by the President or by any Director, on ten (10) days’ notice. Notice of any such meeting may be waived by instrument in writing. Attendance in person at such meeting shall constitute a waiver of notice thereof. The signature of any Director approving the minutes of any meeting of the Board of Directors, entered thereon, shall be effective to the same extent as if such Director had been present at such meeting. Any meeting

of the Board of Directors may be held within or without the state of incorporation at such place as may be determined by the person or persons calling the meeting.

     3.5 Any action to be taken at a meeting of the Directors, or any action that may be taken at a meeting of the Directors, may be taken without a meeting if a consent which may be in the form of minutes of a meeting in writing, setting forth the action so taken, shall be signed by all of the Directors.

     3.6 Any Director may be removed from office, with or without cause, upon the majority vote of the shareholders at a meeting with respect to which notice of such purpose is given.

ARTICLE FOUR

OFFICERS

     4.1 The officers of the corporation shall consist of a President, a Vice-President, and a Secretary-Treasurer. The officers shall be elected by the Directors and shall serve at the Pleasure of the Board of Directors.

     4.2 The President shall be the chief executive officer of the corporation and shall have general and active management of the operation of the corporation. He shall be responsible for the administration of the corporation, including general supervision of the policies of the corporation, general and active management of the financial affairs of the corporation, and shall execute bonds, mortgages or other contracts under the seal of the corporation, except that he shall not borrow money on behalf of the corporation or enter into in agreement or arrangement to sell the assets of the corporation outside the normal course of business. The President shall have the authority to institute or defend legal proceedings when the Directors are deadlocked.

     4.3 The Vice-President shall have such duties as shall be delegated to him by the President of the Board of Directors.

     4.4 The Secretary-Treasurer shall keep minutes of all meetings of the shareholders and Directors and have charge of the minute books, stock books, and seal of the corporation and shall perform such other duties and have such other powers as may from time to time be delegated by the President or the Board of Directors. He shall also be charged with the management of the financial affairs of the corporation and shall have the power to recommend action concerning the corporation’s financial affairs to the President.

     4.5 Assistants to the Secretary-Treasurer and one or more additional Vice-Presidents may be appointed by and shall have such duties as shall be delegated to them by the President or the Board of Directors.

ARTICLE FIVE

SEAL

     5.1 The seal of the corporation shall be in such form as the Board of Directors may from time to time determine, and shall initially be in the following form:

In the event it is inconvenient to use such a seal at any time, the signature of the company followed by the word “Seal” enclosed in parentheses or scroll, shall be deemed the seal of the corporation. The seal shall be in the custody of the Secretary-

Treasurer and affixed by him or any Assistant Secretary-Treasurer on the certificates of stock and such other papers as may be directed by law, by these By-Laws or by the President or by the Board of Directors.

ARTICLE SIX

AMENDMENT

     6.1 These By-Laws may be amended at any meeting of the shareholders by the affirmative vote of a majority of the issued and outstanding common stock of the corporation, or may be amended unanimously by the Board of Directors provided that such amendment shall be ineffective after approved at that meeting by the affirmative vote of the holders of a majority of the issued and outstanding shares of common stock of the corporation.

  EX-3.25 24 c55199exv3w25.htm CERTIFICATE OF FORMATION OF PARCO FOODS, L.L.C.

Exhibit 3.25

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:00 PM 12/07/1995
950285924 — 2569211

CERTIFICATE OF FORMATION

OF

PARCO FOODS, L.L.C

1. The name of the limited liability company is:

PARCO FOODS, L.L.C

2. The address of its registered office in the State of Delaware is:

Corporation Trust Center
1209 Orange Street
Wilmington, New Castle County, Delaware 19801

The name of the registered agent at such address is:

The Corporation Trust Company

3. This Certificate of Formation shall be effective on the filing date.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of PARCO FOODS, L.L.C. this 7th day of December, 1995.

/s/ Melinda M. Kleehamer  

Melinda M. Kleehamer, as attorney-in-fact 

CERTIFICATE TO RESTORE TO GOOD STANDING

A DELAWARE LIMITED LIABILITY COMPANY

PURSUANT TO SECTION 18-1107 (I)

1. Name of Limited Liability Company Parco Foods, L.L.C.

2. Date of original filing with Delaware Secretary of State 12/7/95

I, Thomas A. Hoch Authorized Person of the above named limited liability company do hereby certify that this limited liability company is paying all annual taxes, penalties and interest due to the State of Delaware.

I do hereby request this limited liability company to be restored to Good Standing.

/s/ Thomas A. Hoch, Secretary  

Authorized Person 

Thomas A. Hoch 

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:30 AM 06/04/1997
971181614 — 2569211

EX-3.25

exv3w25

EX-3.26

Exhibit 3.26

PARCO FOODS, L.L.C.
OPERATING AGREEMENT

     THIS OPERATING AGREEMENT (the “Agreement”) is made effective as of February 8, 2006, by and among the undersigned (the “ Member”).

     RECITALS:

     A. Parco Foods, L.L.C. (the “Company”) was organized pursuant to a Certificate of Formation filed with, and approved by, Secretary of State of Delaware on December 7, 1995. The Member owns all of the Interests in the Company.

     B. The Member has agreed to enter into this Agreement to regulate the affairs of the Company, the conduct of its business, and the relations of the Member.

     C. The Member has agreed that this Agreement shall serve as an “operating agreement”.

     AGREEMENT:

     NOW, THEREFORE, it is mutually agreed as follows:

     1. Formation. The Company shall constitute a limited liability company formed pursuant to the Delaware Limited Liability Company Act (the “Act”). Certificate of Formation (the “ Certificate”) has been filed on behalf of the Company with the Delaware Secretary of State in accordance with and pursuant to the Act.

     2. Name. The name of the Company is “Parco Foods, L.L.C.”

     3. Business. The Company is authorized to engage in and conduct all and every kind of lawful business, including, but not limited to, the production, distribution, sale, manufacture and marketing of all types of food, and the financing of new and existing business ventures through the making of secured and unsecured loans and equity investments. The Company also shall have all the powers to engage in all activities necessary, customary, convenient or incident to the foregoing.

     4. Principal Office, Registered Office and Registered Agent. The location of the principal office of the Company shall be 800 Market Street Suite 2900, St. Louis, Missouri, or such other location as the Members may, from time to time, designate. The Company’s initial registered office and the name of the registered agent at such address shall be as set forth in the Certificate or any Certificate of Change of Registered Agent and Registered Office. The registered office and registered agent may be changed from time to time by filing the address of the new registered office and/or the name of the new registered agent with the Delaware Secretary of State pursuant

to the Act.

     5. Duration. The term of the Company is perpetual.

     6. Members and Membership Interests.

     (a) Original Members. The original Members of the Company and their percentage membership interests (the “Membership Interests” or “Interests”) are listed on Schedule A attached hereto. A Member’s Interest is a Member’s entire percentage interest in the Company’s business, property, assets, capital, profits and losses, subject to all provisions of this Agreement, the Articles, and the Act.

     (b) Additional Members. Additional members may be admitted into the Company on such terms and conditions as may be unanimously agreed upon by the Members. Unless named in this Agreement, or unless admitted to the Company as a substituted or new member as provided herein, no person shall be considered a Member, and the Company need deal only with the Members so named and so admitted. The Company shall not be required to deal with any other person by reason of an assignment by a Member or by reason of the death or bankruptcy of a Member, except as otherwise provided in this Agreement.

     7. Separate Capital Accounts. The Company shall maintain a separate Capital Account for each Member in accordance with the regulations promulgated under Section 704(b) of the Internal Revenue Code of 1986 as amended (the “Code”). The Capital Account shall reflect the Capital Contributions of each member.

     8. Capital Contributions.

     (a) Initial Contributions. The Members shall contribute, as their initial Capital Contributions to the Company, the amounts of cash listed opposite their respective names on Schedule A attached hereto.

     (b) No Additional Contributions. Except as provided in Section 8(a), the Members shall have no obligation to contribute capital to the Company.

     (c) No Third Party Rights. The provisions of this Section 8 are not for the benefit of any creditor or other person other than a Member to whom any debts, liabilities, or obligations are owed by, or who otherwise has any claim against, the Company or any Member, and no creditor or other person shall obtain any rights under this section or by reason of this section, or shall be able to make any claim in respect of any debts, liabilities, or obligations against the Company or any Member.

     9. Members Not Liable for Company Losses. Except as expressly provided under the Non- waivable Provisions Act, no Member shall have personal liability for the losses, debts, claims, expenses or encumbrances of or against the Company or its property. Nor shall any Member be obligated to restore a deficit balance, if any, in the Member’s Capital Account.

     10. Profits and Losses.

     (a) Allocation of Profits and Losses. The net profits and net losses of the Company realized for each fiscal year shall be allocated to the Members in accordance with their Membership Interests.

     (b) Allocations To Reflect Contributed Property and Capital Account Revaluations. In accordance with Section 704(c) of the Code and the Regulations thereunder, taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall, solely for Federal income tax purposes, be allocated among the Members so as to take into account any variation between the adjusted basis of such property for Federal income tax purposes and its fair market value, as recorded on the books of the Company. As provided in Section 1.704-1 (b)(2)(iv)(f) of the Regulations, in the event that the Capital Accounts of the Members are adjusted to reflect the revaluation of Company property on the Company’s books, then subsequent allocations of taxable income, gain, loss and deduction with respect to such property shall take into account any variation between the adjusted basis of such property for Federal income tax purposes and its adjusted fair market value, as recorded on the Company’s books. Allocations under this paragraph shall be made in accordance with Section 1.704-l(b)(4)(i) of the Regulations and, consequently, shall not be reflected in the Members’ Capital Accounts.

     (c) Varying Partnership Interests During Fiscal Year. In the event there is a change in any Member’s Interest in the Company during a fiscal year (e.g., as a result of a valid disposition of all or part of a Member’s interest pursuant to Section 17 below), net profits and net losses shall be appropriately allocated among the Members to take into account the varying interests of the Members so as to comply with Section 706(d) of the Code.

     (d) Regulatory Allocations. Notwithstanding any other provision in this Section 10 to the contrary, in order to comply with the rules set forth in the Regulations for (i) allocations of income, gain, loss and deductions attributable to nonrecourse liabilities, and (ii) partnership allocations where partners are not liable to restore deficit capital accounts, the following rules shall apply:

(1) “Partner nonrecourse deductions” as described and defined in Section 1.704-2(i)(l) and (2) of the Regulations attributable to a particular “partner nonrecourse liability” (as defined in Section 1.704-2(b)(4); e.g., a Company liability which one or more Members have guaranteed) shall be allocated among the Members in the ratio in which the Members bear the economic risk of loss with respect to such liability;

(2) Items of Company gross income and gain shall be allocated among the Members to the extent necessary to comply with the minimum gain chargeback rules for nonrecourse liabilities set forth in Sections 1.704-2(f) and 1,704-2(i)(4) of the Regulations; and

(3) Items of Company gross income and gain shall be allocated among the Members to the

extent necessary to comply with the qualified income offset provisions set forth in Section 1.704-1 (b)(2)(ii)(d) of the Regulations, relating to unexpected deficit capital account balances (after taking into account (i) all capital account adjustments prescribed in Section 1.704-l(b)(2)(ii)(d) of the Regulations and (ii) each Member’s share, if any, of the Company’s partnership minimum gain and partner nonrecourse minimum gain as provided in Sections 1.704-2(g)(l) and 1.704-2(i)(5) of the Regulations. Since the allocations set forth in this Section 10(d) (the “Regulatory Allocations”) may effect results not consistent with the manner in which the Members intend to divide Company distributions, the Managing Member is authorized to divide other allocations of net profits, net losses, and other items among the Members so as to prevent the Regulatory Allocations from distorting the manner in which distributions would be divided among the Members under Section 12 but for application of the Regulatory Allocations. The Managing Member shall have discretion to accomplish this result in any reasonable manner that is consistent with Section 704 of the Code and the related Regulations. The Members may agree, by unanimous written consent, to make any election permitted by the Regulations under Section 704 of the Code that may reduce or eliminate any Regulatory Allocation that would otherwise be required.

     (e) Tax Conformity; Reliance on Attorneys or Accountants. The determination of each Member’s share of each item of income, gain, loss, deduction or credit of the Company for any period or fiscal year shall, for purposes of Sections 702 and 704 of the Code, be made in accordance with the allocations set forth in this Section 10. The Managing Member shall have no liability to the Members or the Company if the Managing Member (defined in Section 12) relies upon the written opinion of tax counsel or accountants retained by the Company with respect to all matters (including disputes) relating to computations and determinations required to be made under this Section or other provisions of this Agreement.

     11. Company Property. Title to the property and assets of the Company may be taken and held only in the name of the Company.

     12. Application of Company Funds.

     (a) Interim Distributions. Distributable Cash shall be distributed from time to time among the Members in accordance with their respective Membership Interests as set forth in Schedule A.

     (b) Restrictions. Except as otherwise provided herein, all distributions by the Company to its Members shall be subject to the terms and conditions of Subchapter 5 of the Act.

     13. Management.

     (a) Management Authority of Members. The business, operations and affairs of the Company shall be managed by all of the Members, who shall have the powers, duties and authority described in this Section 13 and under the Act and who shall take all action by unanimous agreement. The Members shall have the power on behalf of the Company to enter into contracts; to acquire property and to lease all or any portion thereof; to sell, assign, or transfer for value all

or any portion of the property of the Company; to borrow money and, as security therefor, to assign, mortgage, encumber, hypothecate or pledge all or any part of the property of the Company; to obtain replacements for any such mortgage or mortgages; to prepay, in whole or in part, refinance, recast, increase, modify or extend any mortgages; to lend money or guarantee loans to affiliates; to enter into contracts to provide construction, renovation, repair, organizational, managerial or other services; to exercise and fulfill the rights, powers and duties of the Company, acting in its capacity as general or limited partner of any partnership in which it is a partner; to employ from time to time persons, firms or corporations in the operation of the Company business, including without limitation accountants and attorneys, on such terms and for such reasonable compensation as the Members shall determine; and to execute, acknowledge and deliver any and all instruments to effectuate the foregoing. By way of extension of the foregoing and not in limitation thereof, the Members shall, except as otherwise provided in this Agreement, have all the management rights and powers granted to members by the Act. No assignee or transferee for value of all or any portion of the property of the Company shall be required to investigate the Members’ authority to sell, assign, transfer for value or otherwise liquidate all or any portion of any interest in such property. Any such sale, assignment or transfer for value, if executed by the Members, shall bind the Company.

     (b) Managing Member. Notwithstanding the terms of Section 13(a) above, RH Financial Corporation, who shall have the title of “Managing Member”, shall oversee and direct the day-to-day operations of the Company in accordance with the policies and decisions adopted by the Members. The Managing Member shall have the power to execute or file any document required or permitted to be executed or filed on behalf of a limited liability company under the Act. Further, upon a unanimous vote of the Members, the Members shall have the power to delegate their management authority to qualified persons, and the delegation of any such managerial authority shall be evidenced by a written resolution executed by all the Members naming the individual or individuals so authorized and specifying the extent and limitations of the authority so delegated.

     (c) Limitation on Members’ Separate Authority.

     The authority of Members to act for the Company solely by virtue of their being members is limited as follows: (i) no Member of the Company is an agent of the Company solely by virtue of being a Member, and (ii) no Member has authority to act for the Company solely by virtue of being a Member.

     (d) Fees to Members and Affiliates. Without the unanimous consent of the Members, the Managing Member may cause the Company to contract with any Member or any firm or corporation in which a Member may have an interest or any affiliated corporation or entity of a Member, at reasonable and competitive rates of compensation, commission or remuneration, for the performance of any and all services which may at any time be necessary, proper or convenient to carry on the business of Company. The validity of any transaction, agreement or payment involving the Company and a Member or any affiliate thereof otherwise permitted by the terms of this Agreement shall not be affected by reason of the relationship between the Company and the Member or such affiliate.

     (e) Right of Members to Pursue Other Ventures. The Members are not required to manage the Company as such any Member’s sole and exclusive function. The Members may have other business interests and may engage in activities in addition to those relating to the Company. No Member shall incur liability to another Member or the Company as a result of engaging in another business or venture.

     (f) Exculpation. Except as otherwise expressly provided by the Act or herein, no Member shall be liable, responsible or accountable in damages or otherwise to the Company, or to any Member for any acts or omissions performed or omitted in good faith and in a manner reasonably believed by the Member to be within the scope of the authority conferred upon him or it by this Agreement and in the best interests of the Company. Specifically, and without limiting the scope of the foregoing, the Managing Member shall not be liable, responsible or accountable in damages or otherwise to the Company or any other Member for any action taken by the Managing Member, in good faith, including, but not limited to, any actions taken by the Managing Member as “Tax Matters Partner” (defined in Section 16) in connection with the examination by the Internal Revenue Service of the Company’s Federal partnership tax return or the determination, protest, adjustment or adjudication of any Federal or state income tax liability of any Member resulting from the Company.

     (g) Indemnification. The Company shall indemnify and hold harmless each Member from and against any loss, expense, suit, claim, demand, damage or injury suffered or sustained by him or it by reason of any acts or omissions or alleged acts or omissions arising out of his or its activities on behalf of the Company or in furtherance of the interests of the Company, including, but not limited to, any judgment, award, settlement, reasonable attorney’s fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, provided that the act or omissions, or alleged acts or omissions, upon which such actual or threatened action, proceeding or claim is based were performed or omitted in good faith and in a manner reasonably believed by the Member to be within the scope of the authority conferred upon the Member by this Agreement and in the best interests of the Company. Such indemnification shall be made only to the extent of assets of the Company and to the extent not prohibited by the Act.

     14. Bank Accounts. All funds of the Company shall be deposited in such bank or savings and loan account or accounts as shall be designated by the Managing Member. Withdrawals from any such bank account shall be made upon such signature or signatures as the Managing Member may designate, and shall be made only for the purposes of the Company.

     15. Books and Records. The Company shall keep true, exact, and complete books of account in which shall be entered fully and accurately each and every transaction of the Company. The fiscal year and the taxable year of the Company shall be September 30^th. All books of account shall be kept by the Secretary at the principal office of the Company and all Members shall have the right to inspect and copy such books at all reasonable times. An accounting shall be made at the end of each fiscal year and a copy of the accounting report shall be transmitted to each Member.

     16. Tax Elections.

(a)	Elections Made by Members. All elections by the Company for Federal income tax or other tax purposes shall be made by the Managing Member with the advance written consent of Members holding 75% of the Interests in the Company.
(b)	Tax Matters Partner. The Managing Member shall be the “Tax Matters Partner”, as that term is defined in the Code.

     17. Disposition of Membership Interests.

     (a) Restrictions on Withdrawal or Transfer of Membership Interest. A Member shall not have the right to withdraw from the Company without first obtaining the unanimous written consent of the Members. Except as provided in Section 17(b) below, a Member may not transfer, assign or encumber all or any part of his Membership Interest in the Company without first obtaining the written consent of remaining Members holding at least 75% of the remaining Membership Interests (i.e., excluding for this purpose the entire Membership Interest held by the Member seeking to transfer, assign or encumber all or part of such Interest). This section shall not prohibit the collateral assignment as security of rights to net profits by any Member, but no such assignee shall have the right, by virtue of such collateral assignment, to become a new member hereunder.

     (b) Permitted Transfers.

(1) A Member may assign or transfer all or part of his Membership Interest to another Member on such terms and conditions as the assigning and assignee Members determine.

     (c) Transfers for Value. No Member may assign all or any portion of his Membership Interest to a person who is not a Member (“Nonmember”) for value unless the following conditions are satisfied:

(1) At least 10 days prior to the date that the proposed assignment is to occur, the Member seeking to assign the Membership Interest (the “assigning Member”) must send written notice (the “Require Notice”) to the Managing Member setting forth the terms of the proposed assignment, including the price, payment terms, and the identity of the Nonmember, and the Managing Member shall promptly send a copy of the Required Notice to all other Members. For 10 days thereafter, the Managing Member or any other Member may request reasonable evidence from the assigning Member that the proposed assignment will be made pursuant to a bona fide offer from the Nonmember, which evidence the assigning Member must furnish not later than 10 days after the request is made.

(2) For the period (the “Option Period”) commencing with the date on which the Required Notice was sent and ending 10 days thereafter (which period shall be extended by one day for each day in excess of 10 days that the assigning Member fails to comply with a request for

reasonable evidence about the offer), the Company shall have the option to purchase the Membership Interest which is the subject of the proposed assignment for the same price and on the same terms and conditions as described in the Required Notice. The option to purchase shall be exercised not later than 7 days prior to the expiration of the Option Period by the affirmative written vote of nonassigning Members holding more than 50% of the remaining Membership Interests (excluding for this purpose the entire Membership Interest held by the assigning Member). If the Company decides not to exercise its option, then, during the remainder of the Option Period, any one or more nonassigning Members may exercise the option on his or their own behalf. If the option is exercised by either the Company or a nonassigning Member or Members, the Company or the nonassigning Member or Members, as the case may be, shall consummate the purchase not later than 30 days after the expiration of the Option Period.

(3) If neither the Company nor nonassigning Members exercise the foregoing option prior to the expiration of the Option Period, the assigning Member may thereafter consummate the proposed assignment with the Nonmember on terms and conditions not less favorable than were described in the Required Notice A Nonmember who is assigned a Membership Interest in accordance with this Section 17(c) shall have the right to become a substituted member in the Company (with the right to vote on Company matters) only if the written consent of nonassigning Members holding at least 75% of the remaining Membership Interests (excluding for this purpose the entire Membership Interest held by the assigning Member) is obtained.

     (d) Substitute Members. The assignee of a Membership Interest shall have the right to become a substituted member in the Company if (1) the assignor so provides in the instrument of assignment, (2) the assignee agrees in writing to be bound by the terms of this Agreement and the Articles, as amended to the date thereof, (3) such consent to the admission of the assignee as a substituted member has been obtained from the other Members as may be required by the provisions of this Section 17, (4) the assignee pays the reasonable costs incurred by the Company in preparing and recording any necessary amendments to this Agreement and the Articles, and (5) the assignor and assignee otherwise agree to be bound by the terms of Section 4A-604 of the Act.

     (e) Prohibition on Certain Transfers. Notwithstanding any provision in this Section 17 to the contrary, no portion of a Membership Interest may be assigned or transferred (except pursuant to Section 17(b)(l)) if the assignment or transfer would result in a termination described in Section 708(b) of the Code.

     18. Dissolution. Any of the following acts or events shall dissolve the Company:

     (a) If such dissolution is unanimously ordered in writing by the Members, the Company may be dissolved as of the end of any calendar year.

     (b) The Company shall dissolve upon the occurrence of any of the events described in Section 801 of the Act, which events include (but are not limited to) the dissolution, termination, bankruptcy, death, withdrawal, removal or incompetency of any Member.

     19. Reserved.

     20. Winding Up. Upon dissolution of the Company by reason of the events described in Section 18(b) above, if the Members do not elect to continue the business of the Company, or, upon dissolution by reason of any event described in Section 18(a) or (c) above, the Company shall liquidate its assets and wind up its affairs in the following manner:

     (a) Liquidation of Assets and Discharge of Liabilities. A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of its liabilities in order to minimize the normal losses attendant upon such a liquidation. The Members (or remaining Member or Members if dissolution occurs by reason of an event described in Section 18(b) above) shall liquidate the Company and shall have the authority to perform any and all acts and to take any and all actions which may be necessary, appropriate, or incidental to continue the land development, construction, marketing, rehabilitation and renovation of real estate and to operate and manage real estate in the process of winding up, including, but not limited to, entering into, amending, or changing any and all plans, specifications, or contracts, arranging necessary financing (whether on an interim or permanent basis), and mortgaging or otherwise encumbering real estate therefor.

     (b) Survival of Company Contracts. Any act or event (including the passage of time) causing dissolution of the Company shall in no way affect the validity of, or shorten the term of, any lease, deed or trust, mortgage, contract or other obligation entered into by or on behalf of the Company, or acquired by the Company as assignee.

     (c) Proceeds of Liquidation. Net Liquidation Proceeds shall be applied and distributed in the following order of priority:

(1) First, to the payment of or provision for the debts and liabilities of the Company (including loans from Members) and the expenses of liquidation in order of priority as provided by law, and to the creation of any reserves which may be reasonably necessary for any contingent or unforeseen liabilities or obligations;

(2) Second, pro rata to former Members in proportion to the undistributed balances of their Final Capital Accounts in payment of their Final Capital Account, plus accrued but unpaid interest thereon calculated in accordance with Section 19 above;

(3) Third, to the Members in repayment of their Capital Accounts in the Company; and

(4) Finally, to the Members in proportion to their respective Interests in the Company as set forth on Schedule A.

     21. Written Consents in lieu of Meetings. Insofar as practicable, any consent of the

Members, required or appropriate under this Agreement, shall be accomplished by written instrument without the necessity of meetings of the Members.

     22. Definitions. As used herein, the term:

     (a) “Act” shall mean the Delaware Limited Liability Company Act.

     (c) “Capital Account” means, with respect to any Member, the initial Capital Contribution made by such Member —

(1) decreased by the amount of (i) any losses or deductions allocated to such Member, (ii) any distributions of Net Distributable Cash, Net Liquidation Proceeds or other property made to such Member and (iii) any liabilities of such Member assumed by the Company; and

(2) increased by the amount of (i) any profits allocated to such Member, (ii) any subsequent Capital Contributions made by such Member and (iii) any liabilities of the Company that are assumed by such Member. Capital Accounts shall be maintained in accordance with the provisions of Section 1.704-l(b)(2)(iv) of the Regulations and, to the extent not inconsistent therewith, generally accepted accounting principles. Capital Account balances shall be determined as of the last day of the fiscal year in which a sale, refinancing or liquidation occurs, but prior to distribution of the proceeds of the sale or other disposition resulting in the gain being allocated therein.

     (d) “Capital Contribution” means, with respect to each Member, the aggregate amount of cash or the fair market value of any property that such Member has agreed to contribute or contributes to the Company in accordance with Section 8 above.

     (e) “Final Capital Account” means the value of a Member’s Capital Account as of the date of dissolution.

     (f) “Interest” or “Membership Interest” has the meaning set forth in Section 6(a) above.

     (g) “Managing Member” is the person identified in Section 13(b) having the powers and duties set forth in Section 13 and the other provisions of this Agreement.

     (h) “Net Distributable Cash” means all cash and funds received by the Company (other than funds received as Capital Contributions or as Net Liquidation Proceeds by the Company) less the sum of the following to the extent made from such cash and funds received by the Company (but not to the extent made from other sources, including without limitation from Capital Contributions, Net Liquidation Proceeds or cash reserves maintained by the Company): (1) all principal and interest payments on indebtedness of the Company and all other sums paid to lenders; (2) all cash expenditures (including capital expenditures) incurred incident to the operation of the Company’s business; and (3) such cash reserves and additions thereto as the Members shall determine are advisable and in the best interests of the Company.

     (i) “Net Liquidation Proceeds” means the amount of money, the principal amount of any indebtedness due to the Company and the fair market value (as of the date of distribution) of any and all other property, distributed to the Members in liquidation of the Company pursuant to Section 20, reduced by any liabilities of the Company that are assumed by such Members or which are secured by any property that is distributed by the Company to such Members.

     (j) “Regulations” means the Income Tax Regulations, including Temporary Regulations, promulgated by the United States Treasury Department under the Code, as the same may be amended from time to time.

     (k) “Restated Capital Account” means a Member’s Capital Account after it has been increased or decreased to reflect a revaluation of the Company’s property in accordance with Section 1.704-1(b)(2)(iv)(f) of the Regulations in connection with —

(1) the making of an additional Capital Contribution by an existing Member or by a new Member; or

(2) the liquidation of a former Member’s Interest incident to the dissolution of the Company for any reason set forth in Section 18(b).

     The fair market value of the Company’s property shall be determined in accordance with Section 1.704-1(b)(2)(iv)(h) of the Regulations, if the Members and their successors and assigns have sufficiently adverse interests to satisfy such Regulations. Otherwise, the fair market value of the Company’s property shall be determined by a qualified, independent appraiser selected by the assigning Member or by the former Member (or the former Member’s successors and assigns) from a list of at least four qualified, independent appraisers provided by the nonassigning or remaining Members.

     (1) “Schedule A” means the schedule attached to this Agreement and captioned “Schedule A,” as in effect at the relevant time, including any amendments, modifications or supplements made from time to time.

     23. Separability. The invalidity or unenforceability of any provision in this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

     24. Interpretation. This Agreement shall be interpreted and construed in accordance with the laws of the State of Delaware. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural as the identity of the person or persons referred to may require. The captions of sections of this Agreement have been inserted as a matter of convenience only and shall not control or affect the meaning or construction of any of the terms or provisions hereof.

     25. Entire Agreement. The parties hereto agree that all understandings and agreements heretofore made between them are merged in this Agreement, which alone fully and completely

expresses their agreement with respect to the subject matter hereof. There are no promises, agreements, conditions, understandings, warranties, or representations, oral or written, express or implied, among the parties hereto, other than as set forth in this Agreement and the Articles. All prior agreements among the parties are superseded by this Agreement, which integrates all promises, agreements, conditions, and understandings among the parties with respect to the Company and its property. No termination, revocation, waiver, modification or amendment of this Agreement shall be binding unless agreed to in writing and executed by all the Members.

     26. Counterparts; Effective Date. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one agreement. The signature of any party to a counterpart shall be deemed to be a signature to, and may be appended to, any other counterpart. This Agreement is dated and shall be effective among the parties as of the date first above written.

     27. Binding Effect. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors, assigns, heirs, executors, administrators, and legal representatives.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written.

MEMBER: RH FINANCIAL CORPORATION
By:	/s/ C. G. Huber
	C. G. Huber, Jr., Secretary

OPERATING AGREEMENT
Schedule A

Member	Capital Contribution	Interest
RH FINANCIAL CORPORATION	See Purchase Agreement Dated 2/7/06		100	%

EX-3.27

Exhibit 3.27

State of Delaware
Secretary of State
Division of Corporations
Delivered 10:58 AM 11/13/2007
FILED 10:52 AM 11/13/2007
SRV 071214790 — 4445007 FILE

CERTIFICATE OF FORMATION

OF

CABLE NEWCO, LLC

UNDER SECTION 18-201

OF THE DELAWARE

LIMITED LIABILITY COMPANY ACT

     This Certificate of Formation of Cable Newco, LLC (the “LLC”), dated as of November 13, 2007, is being duly executed and filed by Linda Kalayjian, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-201, et seq.) (the “Act”).

     FIRST. The name of the limited liability company formed hereby is “Cable Newco, LLC”.

     SECOND. The address of the registered office of the LLC required to be maintained by §18-104 of the Act is in care of The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     THIRD. The name and address of the registered agent for service of process required to be maintained by §18-104 of the Act is in care of The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.

By:	/s/ Linda Kalayjian
	Linda Kalayjian

State of Delaware
Secretary of State
Division of Corporations
Delivered 01:51 PM 06/27/2008
FILED 01:50 PM 06/27/2008
SRV 080738607 — 4445007 FILE

CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF FORMATION

OF
CABLE NEWCO, LLC

     Cable Newco, LLC (hereinafter called the “company”), a limited liability company organized and existing under and by virtue of the Limited Liability Company Act of the State of Delaware, does hereby certify:

     1. The name of the limited liability company is Cable Newco, LLC.

     2. The certificate of formation of the company is hereby amended by striking out Article First thereof and by substituting in lieu thereof the following new Article First:

     “FIRST: The name of the limited liability company formed hereby is Post Foods, LLC.”

     Executed on this 27^th day of June, 2008.

/s/ Irma Villarreal  

Authorized Person 

EX-3.28

Exhibit 3.28

LIMITED LIABILITY COMPANY AGREEMENT
OF
POST FOODS, LLC

          THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Limited Liability Company Agreement”) is made and entered into as of the 4th day of August, 2008, by Ralcorp Holdings, Inc., a Missouri corporation, the sole member (the “Member”).

          1. Post Foods, LLC, formerly known as Cable Newco, LLC, (the “Company”) was formed on November 13, 2007, as a limited liability company under the Delaware Limited Liability Company Act and, as required thereunder, does hereby adopt this Limited Liability Company Agreement as the Limited Liability Company Agreement of the Company.

          2. The vote, action, decision or consent of the sole Member shall constitute a valid decision of the Member and the Company.

          3. The decisions and actions of the Member shall be carried out by the sole Member and/or individuals (the “Individuals”) granted authority to act on behalf of the sole Member, pursuant to resolutions, from time to time, adopted by the Member.

          4. The duration of the Company shall be perpetual.

          5. The Member’s capital contribution to the capital of the Company for the Member’s interest in the Company shall be reflected on the books and records of the Company.

          6. (a) The Member and the Individuals and their respective affiliates, stockholders, members, managers, directors, officers, partners, employees, agents and representatives (individually, an “Indemnitee”) shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved, as a party or otherwise by reason of such Indemnitee’s status as any of the foregoing, which relates to or arises out of the Company, its assets, business or affairs, if in each of the foregoing cases (i) the Indemnitee acted in good faith and in a manner such Indemnitee believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawful, and (ii) the Indemnitee’s conduct did not constitute gross negligence or willful or wanton misconduct. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that the Indemnitee acted in a manner contrary to that specified in (i) or (ii) above Any indemnification pursuant to this Section 6 shall be made only out of the assets of the Company and the Member shall not have any personal liability on account thereof.

          (b) Expenses (including reasonable legal fees) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding described in the foregoing paragraph may, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding, in the discretion of the Member, upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 6.

          (c) The indemnification and advancement of expenses set forth in this Section 6 shall not be exclusive of any other rights to which those seeking indemnification or advancement of

expenses may be entitled under any statute, the Company’s articles of organization, this Limited Liability Company Agreement, any other agreement, a vote of the Member, a policy of insurance or otherwise, and shall not limit in any way any right which the Company may have to make additional indemnifications with respect to the same or different persons or classes of persons, as determined by the Member. The indemnification and advancement of expenses set forth in this Section 6 shall continue as to a person or entity who has ceased to hold the position giving rise to such indemnification and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of such a person or entity.

          (d) The Company may purchase and maintain insurance on behalf of any Indemnitee against any liability asserted against an Indemnitee and incurred by an Indemnitee in such capacity, or arising out of such Indemnitee’s status as aforesaid, whether or not the Company would have the power to indemnify such Indemnitee against such liability under this Section 6.

          (e) In the event that an amendment to this Limited Liability Company Agreement reduces or eliminates any Indemnitee’s right to indemnification pursuant to this Section 6, such amendment shall not be effective with respect to any Indemnitee’s right to indemnification that accrued prior to the date of such amendment. For purposes of this Section 6, a right to indemnification shall accrue as of the date of the event underlying the claim that gives rise to such right to indemnification. All calculations of claims and the amount of indemnification to which any Indemnitee is entitled under this Section 6 shall be made (i) giving effect to the tax consequences of any such claim and (ii) after deduction of all proceeds of insurance net of retroactive premiums and self-insurance retention recoverable by the Indemnitee with respect to such claims.

          7. Pursuant to existing law, the Company will be disregarded for federal and state income tax purposes. The admission of one or more additional Members, however, will cause the Company to be recognized for tax purposes, and to be taxed, as a partnership.

          8. Upon an “event of withdrawal” (as defined in the Act) of the Member or upon the occurrence of any other event which terminates the continued membership of the Member in the Company, the Company shall not be dissolved, and the business of the Company shall continue. The Member hereby specifically consents to such continuation of the business of the Company upon any event of withdrawal of the Member. The Member’s legal representative, assignee or successor shall automatically become an assignee of the Member’s interest and shall automatically become a substitute Member in place of the withdrawn Member.

          9. This Limited Liability Company Agreement replaces any prior limited liability company agreement of the Company.

IN WITNESS WHEREOF, the Member has caused this Limited Liability Company Agreement to be duly executed as of the date first written above.

RALCORP HOLDINGS, INC., SOLE MEMBER
By	/s/ C. G. Huber
	C. G. Huber, Jr., Secretary

2

EX-3.29

Exhibit 3.29

State of Delaware
Secretary of State
Division of Corporations
Delivered 01:28 PM 01/21/2004
FILED 12:39 PM 01/21/2004
SRV 040042926 — 2982919 FILE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

VALUE ADDED BAKERY HOLDING COMPANY

It is hereby certified that:

1.	The present name of the corporation is Value Added Bakery Holding Company, and that is the name under which the corporation was originally incorporated. The date of filing the original Certificate of Incorporation of the corporation with the Secretary of State of Delaware was December 22, 1998;
2.	The corporation’s Certificate of Incorporation was amended and restated on December 28,1998;
3.	The provisions of the Certificate of Incorporation as herein amended, are hereby restated into the single instrument which follows, to be known as: “Amended and Restated Certificate of Incorporation of Value Added Bakery Holding Company;” (See Attached Exhibit A)
4.	The amendments and the restatement herein certified have been duly adopted and approved by the board of directors and presented to and adopted and approved by the sole shareholder of the corporation in accordance with Section 222 of the General Corporation Law of the State of Delaware; and
5.	The said amendments and restatement were duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Value Added Bakery Holding Company has caused this certificate to be signed by C.G. Huber, Jr., an authorized officer, this 19th day of January, 2004.

By:	/s/ C.G. Huber, Jr.
	Title:	Secretary
	Name:	C.G. Huber, Jr.

Exhibit A

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

VALUE ADDED BAKERY HOLDING COMPANY

1.	The name of the corporation is “Value Added Bakery Holding Company.”
2.	The address of its registered office is Corporate Trust Center. 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware, 19801. The name of its registered agent at such address is The Corporation Trust Company.
3.	The nature of the business or purpose to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
4.	The total number of shares of capital stock, which the corporation shall have authority to issue, is one hundred (100) shares of Common Stock, $0.01 par value.
5.	The Board of Directors is authorized to make, alter, or repeal the corporation’s by-laws.
6.	The corporation shall indemnify any person who is a director or officer of the corporation, or who is serving at the request of the board of directors of the corporation as a director, officer, employee or agent of another corporation or other enterprise to the full extent permitted by the laws of the State of Delaware as in effect from time to time, and, upon resolution, of the board of directors of the corporation, the corporation may indemnify such other persons as designated from time to time by the board of directors to the full extent permitted by the laws of the State of Delaware as in effect from time to time.

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
DOMESTIC LIMITED LIABILITY COMPANY
INTO A
DOMESTIC CORPORATION

Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law and Title 6, Section 18-209 of the Delaware Limited Liability Company Act, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is Value Added Bakery Holding Company, a Delaware Corporation, and the name of the limited liability company being merged into this surviving corporation is Bakery Chef, L.L.C.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the surviving corporation and the merging limited liability company.

THIRD: The name of the surviving corporation is Value Added Bakery Holding Company, which shall change its name to Bakery Chef, Inc.

FOURTH: The merger is to become effective on December 31, 2005.

FIFTH: The Agreement of Merger is on file at 800 Market Street, Suite 2900, St. Louis, MO 63101, the place of business of the surviving corporation.

SIXTH: A copy of the Agreement of Merger will be furnished by the corporation on request, without cost, to any stockholder of any constituent corporation or member of any constituent limited liability company.

SEVENTH: The Amended and Restated Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation except Article 1. shall be amended to read as follows: 1. The name of the corporation is Bakery Chef, Inc.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the 19^th day of December, A.D. 2005.

By:	/s/ Charles G. Huber, Jr.
	Name:	Charles G. Huber, Jr.
	Title:	Secretary

State of Delaware
Secretary of State
Division of Corporations
Delivered 11:06 AM 12/19/2005
FILED 10:44 AM 12/19/2005
SRV 051034409 — 2982919 FILE

CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
* * * * *

Bakery Chef, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

          DOES HEREBY CERTIFY:

          FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board adopted a resolution proposing and declaring advisable the following amendment to the Amended and Restated Certificate of Incorporation of said corporation:

RESOLVED, that the Amended and Restated Certificate of Incorporation of Bakery Chef, Inc., be amended by changing Article 1 thereof so that, as amended, said Article 1 shall be and read as follows:

“1. The name of the corporation is Ralcorp Frozen Bakery Products, Inc.”

          SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

          THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

          FOURTH: That this Certificate of Amendment of the Amended and Restated Certificate of Incorporation shall be effective on the filing date.

     IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by C. K. Vinyard, an Assistant Secretary, this 8^th day of May, 2006.

By:	/s/ C. K. Vinyard
	C. K. Vinyard, Assistant Secretary

State of Delaware
Secretary of State
Division of Corporations
Delivered 04:23 PM 05/08/2006
FILED 04:13 PM 05/08/2006
SRV 060431998 — 2982919 FILE

EX-3.30

Exhibit 3.30

Name changed to:
Bakery Chef, Inc. 12/31/05
then changed to Ralcorp
Frozen Bakery Products,
Inc. 5/8/06

BYLAWS
OF
VALUE ADDED BAKERY HOLDING COMPANY
***
ARTICLE I — SHAREHOLDERS

     Section 1. ANNUAL MEETING: The annual meeting of shareholders shall be held at the principal office of the Company, or at such other place either within or without the State of Delaware as the Directors may from time to time determine, on the First Thursday in February, or if said day be a legal holiday, then on the next succeeding business day, to elect Directors and transact such other business as may properly come before the meeting.

     Section 2. SPECIAL MEETINGS: Special meetings of the shareholders may be called by the Board of Directors, the President or the Secretary, or in any other manner permitted by law; and each such meeting shall be held at such time, and at such place either within or without the State of Delaware as may be specified in the notice thereof.

     Section 3. QUORUM: At any meeting of shareholders, the holders of a majority of the outstanding shares entitled to vote thereat, and present in person or represented by proxy, shall constitute a quorum for all purposes. A majority in interest of the shareholders, present and entitled to vote at any meeting may adjourn the same from time to time without notice other than announcement at the meeting, and any business may be transacted at such meeting as originally notified.

     Section 4. NOTICE: Written notice stating the place, date and hour of the meeting and, in case of a special meeting the purpose or purposes for which the meeting is called, shall be delivered, either personally or by mail, to each shareholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

     Section 5. WAIVER OF NOTICE: Whenever notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a shareholder at a special meeting shall constitute a waiver of notice of such meeting, except where a shareholder attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any regular or special meeting need be specified in any written waiver of notice of such meeting.

     Section 6. ACTION WITHOUT MEETING: Any action required or permitted to be taken at a meeting of shareholders, may be taken without a meeting if authorized by the written consent of all shareholders entitled to vote. Such consent shall have the same effect as a unanimous vote.

ARTICLE II — DIRECTORS

     Section 1. ELECTION: The number of Directors, which shall constitute the whole Board, shall be five. The Directors shall be elected at the annual meeting of shareholders except as provided in Section 2 of this Article, and each Director elected shall hold office until his successor is elected and qualified or until his earlier removal or resignation. Directors need not be shareholders.

     Section 2. TENURE; VACANCIES: Any vacancy occurring in the Board of Directors may be filled by an affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors for a term of office continuing only until the next election of Directors by the shareholders.

     Section 3. POWERS: The business of the corporation shall be managed by the Board of Directors which may exercise all such powers and do all such lawful acts which they may deem necessary and appropriate for the expedient conduct and furtherance of the Company’s business.

     Section 4. MEETINGS: Meetings of the Board of Directors, regular or special, may be held either within or without the State of Delaware. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board. Special meetings may be held upon notice of each Director, either personally or by mail or by telegram.

     Section 5. QUORUM: A majority of the total number of Directors shall constitute a quorum at all meetings of the Board, and the act of the majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. At any meeting of Directors, whether or not a quorum is present, the Directors present thereat may adjourn the same from time to time without notice other than announcement at the meeting.

     Section 6. COMMITTEES: The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more Directors. Each such committee shall have the functions and powers as the Board may designate in accordance with the laws of Delaware. The Board shall have the power at any time to fill vacancies in, to change the size of membership of, or to dissolve, any one or more of such committees. Each such committee shall have such name as may be determined by the Board, and shall keep regular minutes of its proceedings and report the same to the Board of Directors for approval as required.

     Section 7. WAIVER OF NOTICE: Whenever notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Director at a special meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any regular or special meeting need be specified in the waiver of notice of such meeting.

     Section 8. ACTION WITHOUT MEETING: Any action required or permitted to be taken at a meeting of the Board of Directors or of a committee of the Board of Directors, may he taken without a meeting if a consent in writing shall be signed by all of the members of the Board or of such a committee. Such consent shall have the same effect as a unanimous vote.

     Section 9. COMPENSATION: The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting or a stated salary as Director. No such payment shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE III — OFFICERS

     Section 1. ELECTION: The officers of the corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors may also choose additional or assistant officers. Any number of offices may be held by the same person.

     Section 2. TENURE; VACANCIES: The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board. Any vacancy occurring in any office shall be filled by the Board of Directors.

     Section 3. DUTIES; COMPENSATION: The duties and salaries of each officer shall be established by resolution of the Board of Directors.

ARTICLE IV — CAPITAL STOCK

     Section 1. STOCK CERTIFICATES: All certificates of stock of the Company shall be signed by the Chairman or Vice Chairman of the Board of Directors, or the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Company and shall bear the corporate seal of the Company. To the extent permitted by law, the signatures of such officers, and the corporate seal, appearing on certificates of stock, may be facsimile, engraved or printed. In case any such officer who signed or whose facsimile signature appears on any such certificate shall have ceased to be such officer before the certificate is issued, such certificate may nevertheless be issued by the Company with the same effect as if such officer had not ceased to be such officer at the date of its issue.

     The Company shall not issue a certificate for a fractional share; however, the Board of Directors may issue, in lieu of any fractional share, scrip or other evidence of ownership upon such terms and conditions as it may deem advisable.

     All certificates of stock of each class and series shall be numbered appropriately.

     Section 2. RECORD OWNERSHIP: The corporation shall maintain a record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue and the number thereof. The Company shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof, and accordingly it will not be bound to recognize any equitable or other claim of interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

     Section 3. TRANSFERS: Transfers of stock shall be made on the books of the Company only by direction of the person named in the certificate, or by an attorney lawfully constituted in writing, and upon the surrender of the certificate therefor.

     Section 4. TRANSFER AGENTS. REGISTRARS: The Board of Directors may, by resolution, from time to time appoint one or more Transfer Agents that may be officers or employees of the Company, to make transfers of shares of stock of the Company, and one or more Registrars to register shares of stock issued by or on behalf of the Company. The Board of Directors may adopt such rules as it may deem expedient concerning the issue, transfer and registration of stock certificates of the Company.

     Section 5. LOST CERTIFICATES: Each person whose certificate of stock has been lost, stolen or destroyed shall be entitled to have a replacement certificate issued in the same name and for the same number of shares as the original certificate, provided that such person has first filed with such officers of the Company, Transfer Agents or Registrars, as the Board of Directors may designate, an affidavit stating that such certificate was lost, stolen or destroyed and a bond of indemnity, each in the form and with such provisions as such officers, Transfer Agents or Registrars may reasonably deem satisfactory.

     Section 6. TRANSFER BOOKS; RECORD DATES: The Board of Directors shall have power to close the stock transfer books of the Company as permitted by law; provided, however, that in lieu of closing the said books, the Board of Directors may fix in advance a date, not exceeding sixty days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights or the date when any change or conversion or exchange of shares shall go into effect, as a record date when any determination of the shareholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights or to exercise the rights in respect of any such change, conversion or exchange of shares, and in such case such shareholders and only such shareholders as shall be shareholders of record on the date of closing the transfer books or on the record date so fixed shall be entitled to notice of, and to vote at, such meeting, and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding

any transfer of any shares on the books of the Company after such date of closing of the transfer books or such record date fixed as aforesaid.

ARTICLE V — INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

     The Company may indemnify any person who is or was a Director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any civil, criminal, administrative or investigative action, suit, proceeding or claim, to the full extent and in the manner permitted by law.

ARTICLE VI — MISCELLANEOUS PROVISIONS

     Section 1. SEAL: The corporate seal of the Company shall be circular and have inscribed thereon the words “Corporate Seal Delaware” and may also have inscribed thereon the name of the corporation and the date of incorporation; an impression of the same is set forth hereon.

     Section 2. FISCAL YEAR: The fiscal year of the Company shall begin with the first day of October and end on the thirtieth day of September in each year.

     Section 3. AMENDMENTS: These Bylaws may be restated, amended or repealed by a majority vote of the Board of Directors.

EX-3.31

Exhibit 3.31

(STAMP)

ARTICLES OF INCORPORATION
OF
RH FINANCIAL CORPORATION

FIRST. The name of the corporation is RH Financial Corporation (herein referred to as the “Corporation”).

SECOND. Its registered office in the State of Nevada is located at One East First Street, Reno, Nevada 89501. The name of its resident agent at that address is The Corporation Trust Company of Nevada.

THIRD. The number and classes and/or series of shares the Corporation is authorized to issue is as follows:

Number of Authorized Shares	Par Value	Class or Series
1,000 shares	$1.00 (per share)	Common Stock

The voting powers, designations, preferences, limitations, restrictions, relative rights and distinguishing designation of each class and/or series is as follows:

Each share of Common Stock is entitled to one vote.

FOURTH. The governing board of this Corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the bylaws of this Corporation.

The names and addresses of the first board of directors, which shall be three in number, are as follows:

NAME	ADDRESS
R. W. Lockwood	800 Market Street, Suite 2900
	St. Louis, MO 63101
C. G. Huber, Jr.	800 Market Street, Suite 2900
	St. Louis, MO 63101
J. E. Neiger	800 Market Street, Suite 2900
	St. Louis, MO 63101

FIFTH. The name and address of the sole incorporator signing these Articles of Incorporation is as follows:

NAME	ADDRESS
J. E. Neiger	800 Market Street, Suite 2900
	St. Louis, MO 63101

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this 14th day of August, 1997.

/s/ J. E. Neiger  

J. E. Neiger, Incorporator 

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STATE OF MISSOURI	)
	)	ss.
CITY OF ST. LOUIS	)

     On this 14th day of August, 1997, before me, a Notary Public, personally appeared J. E. Neiger, who personally acknowledged that she executed the above instrument.

(SEAL)	/s/ Pamela L. Felts
	Notary Public

CERTIFICATE OF ACCEPTANCE OF APPOINTMENT

BY RESIDENT AGENT

The Corporation Trust Company of Nevada hereby accepts the appointment as Resident Agent of the above-named corporation.

The Corporation Trust Company of Nevada Resident Agent
By:	/s/ M. S. Green
	M. S. Green
	Assistant Secretary

Date: August 14, 1997

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(STAMP)

ARTICLES OF MERGER
OF
BREMNER FINANCE, INC.
INTO
RH FINANCIAL CORPORATION

     FIRST: The name of the surviving corporation is RH Financial Corporation, and the place of its incorporation is the State of Nevada. The name and place of incorporation of the corporation being merged into the surviving corporation is Bremner Finance, Inc., incorporated in the State of Delaware, the laws of which permits this merger.

     SECOND: An Agreement and Plan of Merger was adopted by the Board of Directors of each corporation that is a party to this merger.

     THIRD: The Agreement and Plan of Merger was entitled to be and was approved by the Board of Directors of RH Financial Corporation, without the approval of the stockholders thereof being required.

     FOURTH: The complete executed Agreement and Plan of Merger is on file at the place of business of RH Financial Corporation located at 800 Market Street, Suite 2900, St. Louis, Missouri 63101, and a copy of the Agreement and plan of Merger will be furnished by RH Financial Corporation on request and without cost to any stockholder of any corporation which is a party to this merger.

     FIFTH: All corporations party to this merger have complied with the laws of their respective jurisdiction of incorporation concerning this merger.

     SIXTH: This merger shall be effective on September 30, 1997.

RH FINANCIAL CORPORATION
By:	/s/ D. J. Sescleifer
	D. J. Sescleifer, President
By:	/s/ R.W. Lockwood
	R.W. Lockwood, Secretary

State of Missouri	)
	)	ss.
County of City of St. Louis	)

     On September 29, 1997, personally appeared before me, a Notary Public, D. J. Sescleifer and R.W. Lockwood, who acknowledged that they executed the above instrument.

(STAMP)	/s/ Julie E. Neiger
	Signature of Notary
[Notary Stamp or Seal]

EX-3.32

Exhibit 3.32

BYLAWS
OF
RH FINANCIAL CORPORATION
***
ARTICLE I — SHAREHOLDERS

     Section 1. ANNUAL MEETING: The annual meeting of shareholders shall be held at the principal office of the Company, or at such other place either within or without the State of Nevada as the Directors may from time to time determine, on the Third Thursday in February, commencing with the year 1998, or if said day be a legal holiday, then on the next succeeding business day, to elect Directors and transact such other business a may properly come before the meeting.

     Section 2. SPECIAL MEETINGS: Special meetings of the shareholders may be called by the Board of Directors, the President or the Secretary, or in any other manner permitted by law; and each such meeting shall be held at such time, and at such place either within or without the State of Nevada as may be specified in the notice thereof.

     Section 3. QUORUM: At any meeting of shareholders, the holders of a majority of the outstanding shares entitled to vote thereat, and present in person or represented by proxy, shall constitute a quorum for all purposes. A majority in interest of the shareholders, present and entitled to vote at any meeting may adjourn the same from time to time without notice other than announcement at the meeting, and any business may be transacted at such meeting as originally notified.

     Section 4. NOTICE: Written notice stating the place, date and hour of the meeting and, in case of a special meeting the purpose or purposes for which the meeting is called, shall be delivered, either personally or by mail, to each shareholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

     Section 5. WAIVER OF NOTICE: Whenever notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a shareholder at a special meeting shall constitute a waiver of notice of such meeting, except where a shareholder attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any regular or special meeting need be specified in any written waiver of notice of such meeting.

     Section 6. ACTION WITHOUT MEETING: Any action required or permitted to be taken at a meeting of shareholders, may be taken without a meeting if authorized by the written consent of all shareholders entitled to vote. Such consent shall have the same effect as a unanimous vote.

ARTICLE II — DIRECTORS

     Section 1. ELECTION: The number of Directors which shall constitute the whole Board shall be three. The Directors shall be elected at the annual meeting of shareholders except as provided in Section 2 of this Article, and each Director elected shall hold office until his successor is elected and qualified or until his earlier removal or resignation. Directors need not be shareholders.

     Section 2. TENURE; VACANCIES: Any vacancy occurring in the Board of Directors may be filled by an affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors for a term of office continuing only until the next election of Directors by the shareholders.

     Section 3. POWERS: The business of the corporation shall be managed by the Board of Directors which may exercise all such powers and do all such lawful acts which they may deem necessary and appropriate for the expedient conduct and furtherance of the Company’s business.

     Section 4. MEETINGS: Meetings of the Board of Directors, regular or special, may be held either within or without the State of Nevada. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board. Special meetings may be held upon notice of each Director, either personally or by mail or by telegram.

     Section 5. QUORUM: A majority of the total number of Directors shall constitute a quorum at all meetings of the Board, and the act of the majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. At any meeting of Directors, whether or not a quorum is present, the Directors present thereat may adjourn the same from time to time without notice other than announcement at the meeting.

     Section 6. COMMITTEES: The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more Directors. Each such committee shall have the functions and powers as the Board may designate in accordance with the laws of Nevada. The Board shall have the power at any time to fill vacancies in, to change the size of membership of, or to dissolve, any one or more of such committees. Each such committee shall have such name as may be determined by the Board, and shall keep regular minutes of its proceedings and report the same to the Board of Directors for approval as required.

     Section 7. WAIVER OF NOTICE: Whenever notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Director at a special meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any regular or special meeting need be specified in the waiver of notice of such meeting.

     Section 8. ACTION WITHOUT MEETING: Any action required or permitted to be taken at a meeting of the Board of Directors or of a committee of the Board of Directors, may be taken without a meeting if a consent in writing shall be signed by all of the members of the Board or of such a committee. Such consent shall have the same effect as a unanimous vote.

     Section 9. COMPENSATION: The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting or a stated salary as Director. No such payment shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE III — OFFICERS

     Section 1. ELECTION: The officers of the corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors may also choose additional or assistant officers. Any number of offices may be held by the same person.

     Section 2. TENURE; VACANCIES: The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board. Any vacancy occurring in any office shall be filled by the Board of Directors.

     Section 3. DUTIES; COMPENSATION: The duties and salaries of each officer shall be established by resolution of the Board of Directors.

ARTICLE IV — CAPITAL STOCK

     Section 1. STOCK CERTIFICATES: All certificates of stock of the Company shall be signed by the Chairman or Vice Chairman of the Board of Directors, or the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Company and shall bear the corporate seal of the Company. To the extent permitted by law, the signatures of such officers, and the corporate seal, appearing on certificates of stock, may be facsimile, engraved or printed. In case any such officer who signed or whose facsimile signature appears on any such certificate shall have ceased to be such officer before the certificate is issued, such certificate may nevertheless be issued by the Company with the same effect as if such officer had not ceased to be such officer at the date of its issue.

     The Company shall not issue a certificate for a fractional share; however, the Board of Directors may issue, in lieu of any fractional share, scrip or other evidence of ownership upon such terms and conditions as it may deem advisable.

     All certificates of stock of each class and series shall be numbered appropriately.

     Section 2. RECORD OWNERSHIP: The corporate shall maintain a record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue and the number thereof. The Company shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof, and accordingly it will not be bound to recognize any equitable or other claim of interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

     Section 3. TRANSFERS: Transfers of stock shall be made on the books of the Company only by direction of the person named in the certificate, or by an attorney lawfully constituted in writing, and upon the surrender of the certificate therefor.

     Section 4. TRANSFER AGENTS; REGISTRARS: The Board of Directors may, by resolution, from time to time appoint one or more Transfer Agents that may be officers or employees of the Company, to make transfers of shares of stock of the Company, and one or more Registrars to register shares of stock issued by or on behalf of the Company. The Board of Directors may adopt such rules as it may deem expedient concerning the issue, transfer and registration of stock certificates of the Company.

     Section 5. LOST CERTIFICATES: Each person whose certificate of stock has been lost, stolen or destroyed shall be entitled to have a replacement certificate issued in the same name and for the same number of shares as the original certificate, provided that such person has first filed with such officers of the Company, Transfer Agents or Registrars, as the Board of Directors may designate, an affidavit stating that such certificate was lost, stolen or destroyed and a bond of indemnity, each in the form and with such provisions as such officers, Transfer Agents or Registrars may reasonably deem satisfactory.

     Section 6. TRANSFER BOOKS; RECORD DATES: The Board of Directors shall have power to close the stock transfer books of the Company as permitted by law; provided, however, that in lieu of closing the said books, the Board of Directors may fix in advance a date, not exceeding sixty days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights or the date when any change or conversion or exchange of shares shall go into effect, as a record date when any determination of the shareholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights or to exercise the rights in respect of any such change, conversion or exchange of shares, and in such case such shareholders and only such shareholders as shall be shareholders of record on the date of closing the transfer books or on the record date so fixed shall be entitled to notice of, and to vote at, such meeting, and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Company after such date of closing of the transfer books or such record date fixed as aforesaid.

ARTICLE V — INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

     The Company may indemnify any person who is or was a Director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any civil, criminal, administrative or investigative action, suit, proceeding or claim, to the full extent and in the manner permitted by law.

ARTICLE VI — MISCELLANEOUS PROVISIONS

     Section 1. SEAL: The corporate seal of the Company shall be circular and have inscribed thereon the words “Corporate Seal Nevada” and may also have inscribed thereon the name of the corporation and the date of incorporation; an impression of the same is set forth hereon.

     Section 2. FISCAL YEAR: The fiscal year of the Company shall begin with the first day of October and end on the thirtieth day of September in each year.

     Section 3. AMENDMENTS: These Bylaws may be restated, amended or repealed by a majority vote of the Board of Directors.

EX-3.33

Exhibit 3.33

ARTICLES OF MERGER

OF

LAUREN & SARAH INCORPORATED
(a Wisconsin corporation)

WITH AND INTO

RIPON FOODS, INC.
(a Wisconsin corporation)

     The undersigned officer of Ripon Foods, Inc., a corporation organized under the laws of the State of Wisconsin, pursuant to Sections 180.1101, 180.1105 and 180.1107 of the Wisconsin Business Corporation Law, hereby certifies as follows:

     1. The Agreement of Merger merging Lauren & Sarah Incorporated, a Wisconsin corporation, with and into Ripon Foods, Inc. is attached hereto as Exhibit A and made a part hereof.

     2. Said Agreement of Merger was adopted and approved by the Board of Directors of Ripon Foods, Inc. on August 27, 1999 and the Shareholders of Ripon Foods, Inc. on September 21, 1999 in accordance with Section 180.1103 of the Wisconsin Business Corporation Law.

     3. Said Agreement of Merger was adopted and approved by the Shareholders and Board of Directors of Lauren & Sarah Incorporated, on August 20, 1999 in accordance with Section 180.1103 of the Wisconsin Business Corporation Law.

     4. The merger of Lauren & Sarah Incorporated with and into Ripon Foods, Inc. shall take effect at 11:59 p.m. on October 4, 1999.

     5. All provisions of the laws of the State of Wisconsin applicable to the proposed merger have been complied with.

     IN WITNESS WHEREOF, Ripon Foods, Inc. has caused these Articles of Merger to be executed as of the 4th day of October, 1999.

RIPON FOODS, INC.
By:	/s/ Edward W. Bumby
	Edward W. Bumby, Chief Executive Officer

This instrument was drafted by:
Jeremy D. Newman, Esq.
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, WI 53202

EXHIBIT A

RESTATED ARTICLES OF INCORPORATION
OF
RIPON FOODS, INC.

Article I.	Name of the corporation: Ripon Foods, Inc.
Article II.	The corporation is organized under Ch. 180 of the Wisconsin Statutes.
Article III.	The corporation shall be authorized to issue 1,000 shares of Common Stock with a $.01 par value per share.
Article IV.	Name of the initial registered agent: CT Corporation System
Article V.	Street address of the initial registered office:

44 East Mifflin Street
Madison, Wisconsin 53703

Article VI.  Other provisions (OPTIONAL):

Not Applicable

Article VII.  Name and complete address of each incorporator:

Charles G. Huber, Jr.
800 Market Street
Suite 2900
St. Louis, MO 63101

Article VIII.  These Articles shall supersede the original Articles of Incorporation and any and all amendments thereto.

Articles of Merger (+Restated Articles)

Mergers: Lauren + Sarah Incorporated (Domestic)
[ILLEGIBLE]: Ripon Freds, Inc. (Domestic)(Survivor)

• Survivor adopts Articles + Incorporation of Non-Survivor, except for Corporation Name

• Changes Registered Agent + Office of Survivor

• Changes authorized shares of Survivor from: 100,000 Shr, Series A Preferred@[ILLEGIBLE]
10,110 Shr, Series B Preferred@[ILLEGIBLE]
120,000 Shr, N.V. Common@[ILLEGIBLE]

to be: 1,000 Shares Common @ $0.01 P.V.

- Use Draw Acct.#1310

STATE OF WISCONSIN
FILED

OCT 7 1999

DEPARTMENT OF
FINANCIAL INSTITUTIONS

$100.00 plus #25 [ILLEGIBLE] Fee

Attn. Jeremy D. Newman
Godfrey + Kahn, S.C.
780 North Water Street
Milwaukee, WI 53202

EX-3.34

Exhibit 3.34

BY-LAWS

OF

RIPON FOODS, INC.

(As Restated October 24, 1980)

ARTICLE I

OFFICES

     The principal office of the Corporation in the State of Wisconsin shall be located in the City of Ripon. The Corporation may have such other offices, either within or without the State of Wisconsin, as the Board of Directors may designate from time to time.

     The registered office of the Corporation required by the Wisconsin Business Corporation Law to be maintained in the State of Wisconsin may be, but need not be, identical to the principal office in the State of Wisconsin, and the address of the registered office may be changed from time to time by the Board of Directors or by the registered agent.

ARTICLE II

SHAREHOLDERS

     Section 1. Annual Meeting.

     The annual meeting of the shareholders shall be held on the third Friday in March in each year at the hour of 1:30 P.M., or at such other time and date within thirty days before or after said date as may be fixed by or under the authority of the Board of Directors, for the purposes of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Wisconsin, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for the annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be held.

     Section 2. Special Meetings.

     Special meetings of the shareholders, for any purpose or purposes, may be called by the President or the Board of Directors, and shall be called by the

President at the request of the holders of not less than one-tenth of all the outstanding shares of the corporation entitled to vote at the meeting.

     Section 3. Place of Meeting.

     The Board of Directors may designate any place, either within or without the State of Wisconsin, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Wisconsin, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation in the State of Wisconsin, but any meeting may be adjourned to reconvene at any place designated by vote of a majority of the shares represented thereat.

     Section 4. Notice of Meeting.

     Written notice stating the place, day and hour of the meeting and in the case of a special meeting the purpose or purposes for which the meeting is called, shall be delivered not less than five (5) days nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President or the Secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock record books of the corporation, with postage thereon prepaid.

     Section 5. Closing of Transfer Books or Fixing of Record Date.

     For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty (50) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty (50) days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the close of business on the date on which notice of the meeting is mailed or on the date on which the resolution of the Board of Directors declaring such dividend

-2-

is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall be applied to any adjournment thereof except where the determination has been made through the closing of the stock transfer books and the stated period of closing has expired.

     Section 6. Voting Lists.

     The officer or agent having charge of the stock transfer books for shares of the Corporation shall make, before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

     Section 7. Quorum.

     A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject shall be the act of the shareholders unless the vote of a greater number or voting by classes is required by law or the Articles of Incorporation. Though less than a quorum of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

     Section 8. Proxies.

     At all meetings of shareholders, a shareholder entitled to vote may vote by proxy appointed in writing by the shareholder or by his duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

-3-

     Section 9. Voting of Shares.

     Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

     Section 10. Voting Company’s Shares.

     Shares of the Corporation belonging to it shall not be voted directly or indirectly at any meeting and shall not be counted in determining the total number of outstanding shares at any given time, but shares held by this Corporation in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares at any given time.

     Section 11. Shares in Other Corporation’s Name.

     Shares standing in the name of another corporation may be voted either in person or by proxy, by the president of such corporation or any other officer appointed by such president. A proxy executed by a principal officer of such other corporation or assistant thereto shall be conclusive evidence of the signer’s authority to act, in the absence of express notice to this Corporation, given in writing to the Secretary of this Corporation, of the designation of some other person by the Board of Directors or the by-laws of such other corporation.

     Section 12. Informal Action by Shareholders.

     Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III

BOARD OF DIRECTORS

     Section 1. General Powers.

     The business and affairs of the Corporation shall be managed by its Board of Directors.

     Section 2. Number, Tenure and Qualifications.

     The number of directors of the Corporation shall be seven (7). Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified. Directors need not be residents of the State of Wisconsin nor shareholders of the Corporation.

-4-

     Section 3. Regular Meetings.

     A regular meeting of the Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of shareholders, and each adjourned session thereof. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Wisconsin, for the holding of additional regular meetings without other notice than such resolution.

     Section 4. Special Meetings.

     Special meetings of the Board of Directors may be called by or at the request of the President, Secretary or any 3 directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Wiconsin, as the place for holding any special meeting of the Board of Directors called by them.

     Section 5. Meetings by Means of Electronic Communications.

     The Board of Directors, or any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

     Section 6. Notice.

     Notice of any special meeting shall be given at least forty-eight (48) hours previously thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Whenever any notice whatever is required to be given to any director of the Corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation or under the provisions of any statute, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the director entitled to such notice, shall be deemed equivalent to the giving of such notice. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting and objects thereat to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

     Section 7. Quorum.

     A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the

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Board of Directors, but though less than such quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

     Section 8. Removal.

     Any director may be removed from office by the affirmative vote of a majority of the shares outstanding entitled to vote for the election of such director taken at a special meeting of shareholders called for that purpose.

     Section 9. Vacancies.

     The Board of Directors may fill any vacancy in their board happening after any regular annual election or until the next succeeding election, by the affirmative vote of a majority of the directors then in office, although less than a quorum.

     Section 10. Compensation.

     The Board of Directors, by affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members may establish reasonable compensation of all directors for services to the Corporation, as directors, officers or otherwise, or may delegate such authority to an appropriate committee.

     Section 11. Presumption of Assent.

     A director of the Corporation who is present at a meeting of the Board of Directors or a committee thereof at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who votes in favor of such action.

     Section 12. Committees.

     The Board of Directors by resolution adopted by the affirmative vote of a majority of the number of directors fixed by Section 2 of this Article III may designate one or more committees, each committee to consist of three or more directors elected by the Board of Directors, which to the extent provided in said resolution, as initially adopted, and as thereafter supplemented or amended by further resolution adopted by a like vote, shall have and may exercise, when the Board of Directors is not in session, the powers of the Board of Directors in the management of the business and affairs of the corporation, except action in respect to dividends to shareholders, election of officers or the filling of

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vacancies in the Board of Directors or committees created pursuant to this section. The Board of Directors may elect one or more of its members as alternate members of any such committee who may take the place of any absent member or members at any meeting of such committee, upon request by the President or upon request by the chairman of such meeting. Each such committee shall fix its own rules governing the conduct of its activities and shall make such reports to the Board of Directors of its activities as the Board of Directors may request.

     Section 13. Unanimous Consent Without Meeting.

     Any action required or permitted by the Articles of Incorporation or By-Laws or any provision of law to be taken by the Board of Directors at a meeting or by resolution may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors then in office.

ARTICLE IV

OFFICERS

     Section 1. Number.

     The principal officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. The Vice Presidents may at the time of their election be designated as Vice President of a particular business area, e.g., Vice President — Finance. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary shall be held by different persons and a person who is President may not be a Vice President and vice versa. The officers need not be shareholders nor members of the Board of Directors.

     Section 2. Election and Term of Office.

     The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be held. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

     Section 3. Removal.

     Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best

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interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create contract rights.

     Section 4. Vacancies.

     A vacancy in any principal office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term.

     Section 5. The President.

     The principal duties of the President shall be to preside at all meetings of the shareholders and of the Board of Directors and to have general supervision over the affairs of the Corporation. He may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the By-Laws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform such other duties as may be prescribed by the Board of Directors from time to time.

     Section 6. The Vice Presidents.

     In the absence of the President or in the event of his death or inability or refusal to act, the Vice President (or if there be more than one Vice President, then the Vice Presidents in the order designated at the time of their election or if no such designation is made, in the order of their election) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. In the absence of the President, the Vice Presidents in the order designated above, may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation. Any Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

     Section 7. The Secretary.

     The Secretary shall: (a) keep the minutes of the shareholders’ and of the Board of Directors’ meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the

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Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

     Section 8. The Treasurer.

     If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V of these By-Laws; (b) have general charge of the Accounting Department; (c) render such statements and records as shall be required by the Board of Directors; and (d) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

     Section 9. Assistant Secretaries and Assistant Treasurers.

     The Assistant Secretaries, when authorized by the Board of Directors, may sign with the the President or a Vice President certificates for shares of the Corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.

     Section 10. Other Officers.

     The Board of Directors may provide for the appointment of such additional officers as they may deem to be in the best interests of the corporation and shall define their duties respectively.

     Section 11. Salaries.

     The salaries of the officers, except for Assistant Secretaries and Assistant Treasurers and officers appointed pursuant to Section 10 of Article IV, shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation. The salaries of Assistant Secretary and

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Assistant Treasurer and any additional officer appointed pursuant to Section 10 of Article IV shall be fixed by the President.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 1. Contracts.

     The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authorization may be general or confined to specific instances.

     Section 2. Loans.

     No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization may be general or confined to specific instances.

     Section 3. Checks, Drafts, etc.

     All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by or under the authority of resolution of the Board of Directors.

     Section 4. Deposits.

     All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as may be selected by or under the authority of the Board of Directors.

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

     Section 1. Certificates for Shares.

     Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or

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otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

     Section 2. Transfer of Shares.

     Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

     Section 3. Restrictions on Transfer.

     The face or reverse side of each certificate representing shares shall bear a conspicuous notation of any restriction imposed by the Corporation upon the transfer of such shares.

     Section 4. Lost, Destroyed or Stolen Certificates.

     Where the owner claims that his certificate for shares has been lost, destroyed or wrongfully taken, a new certificate shall be issued in place thereof if the owner (a) so requests before the Corporation has notice that such shares have been acquired by a bona fide purchaser, (b) files with the Corporation a sufficient indemnity bond, and (c) satisfies such other reasonable requirements as may be prescribed by or under the authority of the Board of Directors.

     Section 5. Consideration for Shares.

     The shares of the Corporation may be issued for such consideration as shall be fixed from time to time by the Board of Directors, provided that any shares having a par value shall not be issued for a consideration less than the par value thereof. The consideration to be paid for shares may be paid in whole or in part, in money, in other property, tangible or intangible, or in labor or services actually performed for the Corporation. When payment of the consideration for which shares are to be issued shall have been received by the Corporation, such shares shall be deemed to be fully paid and nonassessable by the Corporation. No certificate shall be issued for any share until such share is fully paid.

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     Section 6. Stock Regulations.

     The Board of Directors shall have the power and authority to make all such further rules and regulations not inconsistent with the statutes of the State of Wisconsin as they may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

ARTICLE VII

FISCAL YEAR

     The fiscal year of the Corporation shall begin on the 1st day of January and end on the 31st day of December in each year.

ARTICLE VIII

DIVIDENDS

     The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX

SEAL

     The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words, “CORPORATE SEAL.”

ARTICLE X

INDEMNIFICATION

     Every director and officer or former director or officer shall be indemnified by the Corporation against all costs, damages and expenses asserted against, incurred by or imposed upon him in connection with or resulting from any claim, action, suit, proceeding or an appeal relating thereto to which he may be made a party or otherwise by reason of his being or having been a director or officer of the Corporation, except in relation to matters as to which a recovery shall be had against him by reason of his having been finally adjudged in such action, suit or proceeding to have been guilty of fraud in the performance of his duty as such officer or director. This indemnity shall include reimbursement of amounts and expenses incurred and paid in settling

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any such action, suit or proceeding. Expenses incurred with respect to any claim, action, suit or proceeding shall be advanced by the Corporation prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the director, or officer to repay such amount unless it shall be ultimately determined that he is entitled to indemnification. The rights of indemnification under this By-Law provision shall extend to the legal representatives and heirs of any such director or officer and shall be in addition to all rights to which directors or officers may be entitled as a matter of law.

ARTICLE XI

AMENDMENTS

     Section 1. By Shareholders.

     These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by the Shareholders by affirmative vote of not less than a majority of the shares present or represented at any annual or special meeting of the shareholders at which a quorum is in attendance.

     Section 2. By Directors.

     These By-Laws may also be altered, amended or repealed and new By-Laws may be adopted by the Board of Directors by affirmative vote of a majority of the number of Directors present at any meeting at which a quorum is in attendance; but no By-Law adopted by the shareholders shall be amended or repealed by the Board of Directors if the By-Law so adopted so provides.

     Section 3. Implied Amendments.

     Any action taken or authorized by the shareholders or by the Board of Directors, which would be inconsistent with the By-Laws then in effect but is taken or authorized by affirmative vote of not less than the number of shares or the number of directors required to amend the By-Laws so that the By-Laws would be consistent with such action, shall be given the same effect as though the By-Laws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.

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EX-3.35

Exhibit 3.35

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:00 PM 03/25/1998

981114505 — 2875868

CERTIFICATE OF INCORPORATION

OF

CASCADE ACQUISITION INC.

          FIRST: The name of the corporation is Cascade Acquisition Inc.

          SECOND: The registered office of the corporation in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent shall be The Corporation Trust Company.

          THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

          FOURTH: The corporation shall have authority to issue shares as follows:

          A. Common Stock. One Hundred Thousand (100,000) shares of Common Stock, with par value of $.0001 per share.

          B. Preferred Stock. Twenty Thousand (20,000) shares of Preferred Stock, with par value of $.0001 per share. The Board of Directors is expressly authorized to provide for the issuance of all or any shares of Preferred Stock in one or more classes or series and to fix for each such class or series such voting powers, full or limited, or no voting powers, and such distinctive designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolutions adopted by the Board of Directors providing for the issuance of such class or series and as may be permitted by the Delaware General Corporation law, including, without limitation, the authority to provide that any such class or series may be (i) subject to redemption at such time or times and at such price or prices; (ii) entitled to receive dividends (which may be cumulative or noncumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series; or (iii) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the corporation, all as may stated in such resolution or resolutions.

          FIFTH: The name and mailing address of the sole incorporator is as follows: Helen R. Friedli, 227 West Monroe Street, Suite 3100, Chicago, Illinois 60606.

          SIXTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized and empowered, in the manner provided in the By-Laws of the corporation, to make, alter, amend and repeal the By-Laws of the corporation in any respect not inconsistent with the laws of the State of Delaware or with this Certificate of Incorporation.

          In addition to the powers and authorities hereinbefore or by statute expressly conferred upon it, the Board of Directors may exercise all such powers and do all such acts as may be exercised or done by the corporation, subject, nevertheless, to the provisions of the laws of the State of Delaware, this Certificate of Incorporation and the By-Laws of the corporation.

          Any contract, transaction or act of the corporation or of the directors or of any committee which shall be ratified by the holders of a majority of the shares of stock of the corporation present in person or by proxy and voting at any annual meeting, or at any special meeting called for such purpose, shall, insofar as permitted by law or by this Certificate of Incorporation, be as valid and as binding as though ratified by every stockholder of the corporation.

          SEVENTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code, or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation as the case may be, and also on this corporation.

          EIGHTH: A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, as the same exists or hereafter may be amended, or (iv) for any transaction from which the director derived an improper personal benefit.

          If the Delaware General Corporation Law hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of directors shall be eliminated or limited to the full extent authorized by the General Corporation Law of the State of Delaware, as so amended.

          Any repeal or modification of this Article shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

          NINTH: The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the corporation. Election of directors need not be by ballot unless the By-Laws of the corporation shall so provide.

          TENTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

          I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that the facts stated are true, and accordingly, have hereunto set my hand this 25th day of March, 1998.

/s/ Helen R. Friedli  

Helen R. Friedli 

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 04/09/1998

981136649 — 2875868

CASCADE ACQUISITION INC.
CERTIFICATE OF THE POWERS, DESIGNATIONS,
PREFERENCES AND RIGHTS OF THE
SERIES A PREFERRED STOCK,
PAR VALUE $.0001 PER SHARE

     The following resolution was duly adopted by the Board of Directors of Cascade Acquisition Inc., a Delaware corporation (the “Corporation”), pursuant to the provisions of the Delaware General Corporation Law, in accordance with the provisions of Section 151 thereof, on April 8, 1998, by the unanimous written consent of the Board of Directors of the Corporation:

     WHEREAS, the Board of Directors of the Corporation is authorized, within the limitations and restrictions stated in the Certificate of Incorporation of the Corporation, to provide by resolution or resolutions for the issuance of shares of preferred stock, par value $.0001 per share, of the Corporation, in one or more series with such voting powers, full or limited, or without voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions as shall be stated and expressed in the resolution or resolutions providing for the issuance thereof adopted by the Board of Directors, and as are not stated and expressed in the Certificate of Incorporation, or any amendment thereto, including (but without limiting the generality of the foregoing) such provisions as may be desired concerning voting, redemption, dividends, dissolution or the distribution of assets and such other subjects or matters as may be fixed by resolution or resolutions of the Board of Directors under the Delaware General Corporation Law; and

     WHEREAS, it is the desire of the Board of Directors of the Corporation, pursuant to its authority as aforesaid, to authorize and fix the terms of a series of preferred stock and the number of shares constituting such series;

     NOW, THEREFORE, BE IT RESOLVED:

     1. Designation and Number of Shares. There shall be hereby established a series of preferred stock designated as “Series A Preferred Stock” (such series being hereinafter referred to as the “Series A Preferred Stock”). The authorized number of shares of Series A Preferred Stock shall be 10,000. The liquidation preference of the Series A Preferred Stock shall be $1,000 per share (the “Liquidation Preference”).

     2. Rank. The Series A Preferred Stock shall, with respect to dividend distributions and distributions of assets and rights upon the liquidation, winding up and dissolution of the Corporation, rank senior to the Series B Preferred Stock of the Corporation (the “Series B Preferred Stock”) and to all classes of common stock of the Corporation (including, without limitation, the common stock, par value $.0001 per share, of the Corporation (the “Common Stock”))(the Series B Preferred Stock and Common Stock are hereinafter collectively referred to as the “Junior Stock”), other than the Series C Preferred Stock of the Corporation (the “Series C Preferred Stock”).

     3. Dividends.

          (a) Beginning on the date of issuance of the Series A Preferred Stock, dividends on each outstanding share of Series A Preferred Stock (a “Share”) shall accrue on a daily basis at the Dividend Rate per annum. Such dividends shall accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for die payment of dividends. Such dividends shall be cumulative such that all accrued dividends shall be fully declared and issued before any dividend, distribution or payment may be made with respect to any Junior Stock. The date on which the Corporation initially issues any Share shall be deemed to be its “date of issuance” regardless of the number of times transfer of such Share is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such Share.

          (b) Dividends accruing on the Series A Preferred Stock shall be paid by the issuance of additional shares of Series A Preferred Stock (including fractional shares of Series A Preferred Stock), with each share of Series A Preferred Stock to be valued for these issuances at $1,000 per share.

          (c) On June 30 and December 31 of each year, beginning December 31, 1998 (the “Dividend Reference Dates”), all dividends which have accrued on each Share outstanding during the six-month period (or other period in the case of the initial Dividend Reference Date) ending upon each such Dividend Reference Date shall be accumulated and issued to the holders of the Series A Preferred Stock.

          (d) All dividends paid with respect to shares of Series A Preferred Stock pursuant to paragraph 3(a) shall be paid pro rata and in like manner to all of the holders entitled thereto.

          (e) So long as any shares of the Series A. Preferred Stock are outstanding, the Corporation shall not, and shall not permit any Subsidiary to, without the prior vote or written consent of the holders of a majority of the outstanding shares of Series A Preferred Stock and Series B Preferred Stock, voting together (a “Determinative Vote”):

               (1) Redeem, purchase or otherwise acquire for value any share or shares of Series A Preferred Stock, whether such redemption occurs in connection with a merger or other business combination, pursuant to Section 6, or otherwise, and if the Series A Preferred Stock is so redeemed, purchased or otherwise acquired, then all of the outstanding Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock must be redeemed or purchased concurrently;

               (2) Purchase, redeem or otherwise-acquire for value (or pay into or set aside as a sinking fund for such purpose) any Junior Stock or any warrant, option or right to purchase any Junior Stock; provided, however, that this restriction shall not apply to the repurchase of shares of Common Stock from directors or employees of or consultants or advisers to the Corporation or any Subsidiary pursuant to agreements under which the Corporation has the option to repurchase such shares

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upon the occurrence of certain events, including the termination of employment by or service to the Corporation or any Subsidiary; or

                (3) Declare or pay any dividends on or declare or make any other distribution (other than a dividend payable solely in shares of Series B Preferred Stock or Series C Preferred Stock), direct or indirect, on account of the Junior Stock or set apart any sum for such purpose.

          (f) Subject to the foregoing provisions of this paragraph 3, the Corporation may declare, pay or set apart for payment dividends on any shares of Junior Stock or make any payments on account of or set apart for payment money for a sinking or other similar fund for, the purchase, redemption or other retirement of, any shares of Junior Stock or any warrants, rights, calls or options exercisable for or convertible into any shares of Junior Stock or make any distribution in respect thereof, and the holders of the shares of the Series A Preferred Stock shall not be entitled to share therein.

     4. Liquidation Preference.

          (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid for each share held thereby, out of the assets of the Corporation available for distribution to its stockholders, an amount in cash equal to the Liquidation Preference plus an amount in cash equal to all accumulated and unpaid dividends thereon (calculated pursuant to paragraph 3(a)) to the date fixed for liquidation, dissolution or winding up (including an amount equal to a prorated dividend for the period from the last Dividend Reference Date to the date fixed for liquidation, dissolution or winding up) (the “Investment Value”), before any payment shall be made or any assets distributed to the holders of any shares of Junior Stock. Except as provided in the preceding sentence, holders of the Series A Preferred Stock, in their capacities as such, shall not be entitled to any distribution in the event of any liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the foregoing liquidation payments payable to the holders of outstanding shares of the Series A Preferred Stock and Series C Preferred Stock, then the holders of all shares of Series A Preferred Stock and Series C Preferred Stock shall share ratably in such distribution of assets in accordance with the amount that would be payable on such distribution if the amounts to which the holders of outstanding shares of Series A Preferred Stock and Series C Preferred Stock are entitled were paid in full.

          (b) At any time, in the event of a sale or other disposition of all or substantially all of the assets of the Corporation, then:

               (1) first, the holders of the Series A Preferred Stock and Series C Preferred Stock shall receive for each share of such stock, in cash or in securities (including, without limitation, debt securities) received from the acquiring corporation, or a combination thereof, at the closing of any such transaction, an amount equal to the Investment Value per share on the date of full payment;

               (2) second, the holders of the Series B Preferred Stock shall receive the Investment Value specified in Section 4 of the Series B Certificate of Designation; and

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               (3) third, holders of the Common Stock shall be entitled to receive the remaining proceeds of such transaction.

          Such payments shall be made by redemption or purchase of such shares by the Corporation. Before any payment or distribution is made to the holders of the Junior Stock, the full preferential amount stated in Section 4(b)(1) shall first be paid to the holders of the Series A Preferred Stock and Series C Preferred Stock. In the event the full amount of such payment is not paid to the holders of the Series A Preferred Stock and Series C Preferred Stock upon or immediately prior to such transaction in accordance herewith, then all cash and securities (including, without limitation, debt securities) to be distributed in respect of the proposed transaction shall be distributed ratably among the holders of the Series A Preferred Stock and Series C Preferred Stock.

          (c) Any securities or other property to be delivered pursuant to Section 4(b) shall be valued as follows:

               (1) Securities not subject to Securities Act of 1933 or other similar restrictions on free marketability:

     (A) If listed on a national securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the 20 consecutive trading days ending one trading day prior to the closing; if no sale occurs on a trading day, the mean between the closing bid and asked prices on such exchange on such trading day shall be substituted for the closing price on such trading day;

     (B) If not listed on a national securities exchange, but quoted on the NASDAQ National Market, the value shall be deemed to be the average of the closing prices (or, if the securities are not quoted on the NASDAQ National Market but are regularly quoted on another NASD quotation system and there is an active public market for the securities, the mean between the highest bid and lowest asked prices) over the 20 consecutive trading days ending one trading day prior to the closing; and

     (C) If the securities are not listed on a national securities exchange or quoted on the NASDAQ National Market and are either not otherwise quoted on a NASD quotation system or there is no active public market therefor, the value shall be the fair market value thereof, as mutually determined by the Corporation and a Determinative Vote.

               (2) The method of valuation of securities subject to Securities Act of 1933 or other restrictions on free marketability shall be to make appropriate discount from the market value determined as above in paragraph (1)(A), (B) or (C) to reflect the approximate fair market value thereof, as mutually determined by the Corporation and a Determinative Vote;

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               (3) All other securities or other property shall be valued at the fair market value thereof, as mutually determined by the Corporation and a Determinative Vote;

               (4) If the Corporation and a Determinative Vote are unable to reach agreement on any valuation matter, such valuation shall be submitted to and determined by a nationally recognized independent investment banking firm selected by the Board of Directors and a Determinative Vote (or, if such selection cannot be made, by a nationally recognized independent investment banking firm selected by the American Arbitration Association in accordance with its rules). The cost of such valuation and, if required, action by the American Arbitration Association shall be borne by the Corporation.

          (d) In the event the requirements of Section 4(b) are not complied with, the Corporation shall forthwith either:

               (1) Cause such closing to be postponed until such time as the requirements of this Section 4 have been complied with; or

               (2) Cancel such transaction, in which event the rights, preferences and privileges of the holders of the Series A Preferred Stock shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in Section 4(e).

          (e) The Corporation shall give each holder of record of Series A Preferred Stock written notice of such impending transaction not later than twenty (20) days prior to the stockholders’ meeting called to approve such transaction, or twenty (20) days prior to the anticipated closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Section 4, and the Corporation shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than twenty (20) days after the Corporation has given the first notice provided for herein or sooner than ten (10) days after the Corporation has given notice of any material changes provided for herein; provided, however, that such periods may be shortened upon the written consent of the holders of a majority of the Series A Preferred Stock.

          (f) The provisions of this Section 4 are in addition to the protective provisions of Section 5.

     5. Voting Rights.

          (a) The holders of Series A Preferred Stock, except as otherwise required under Delaware law or as set forth herein, shall not be entitled or permitted to vote on any matter required or permitted to be voted upon by the stockholders of the Corporation.

          (b) Without the affirmative vote or consent of holders of a majority of the issued and outstanding shares of Series A Preferred Stock entitled to vote as provided in paragraph 5(c), voting or consenting, as the case may be, as one class, the Corporation shall not, in a single transaction or series

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of related transactions, consolidate or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to, any Person unless: (i) either (I) the Corporation shall be the surviving or continuing corporation or (2) the Person (if other than the Corporation) formed by such consolidation or into which the corporation is merged or the person that acquires by conveyance, transfer or lease all or substantially all of the properties and assets of the Corporation shall be a corporation organized and validly existing under the laws of the United States or any state thereof or the District of Columbia; and (ii) the Series A Preferred Stock shall be converted into or exchanged for and shall become shares of such successor, transferee or resulting corporation, having in respect of such successor, transferee or resulting corporation the same powers, preferences and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon, that the Series A Preferred Stock had immediately prior to such transaction. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or Substantially all of the properties or assets of one or more subsidiaries of the Corporation, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Corporation, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Corporation.

          (c) For purposes of any vote or consent of holders of Series A Preferred Stock, each share of Series A Preferred Stock shall entitle the holder thereof to cast one vote per share of Series A Preferred Stock held on the record date for determining the stockholders of the Corporation eligible to vote on the matters set forth in such paragraph 5(b). At any meeting of the holders of Series A Preferred Stock the presence in person or by proxy of the holders of at least a majority of the outstanding Series A Preferred Stock entitled under the terms of this paragraph 5(c) to vote at such meeting shall be required to constitute a quorum of such Series A Preferred Stock.

          (d) So long as any shares of Series A Preferred Stock are outstanding, the Corporation shall not, and shall not permit any Subsidiary to, without a Determinative Vote;

               (1) Effect any reclassification or other change of any stock, or any recapitalization, or any dissolution, liquidation, or winding up of the Corporation or make any agreement or become obligated to do so unless the obligations of the Corporation under such agreement are expressly conditioned Upon the requisite approval of the holders of the Series A Preferred Stock and Series B Preferred Stock as provided for herein;

               (2) Effect any sale, transfer, assignment, license or sublicense of any patent, copyright, trademark, trade name, software or other intellectual property that is used or developed by the Corporation or any of its Subsidiaries and is material to the conduct of its business or the business of such Subsidiary;

               (3) Permit any Subsidiary to issue or sell, or obligate itself to issue or sell, except to the Corporation or any wholly-owned Subsidiary, any stock or other equity securities of such Subsidiary;

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               (4) Take any action which would result in taxation of the holders of Series A Preferred Stock under Section 305 of the Internal Revenue Code of 1986 (or any comparable provision of the Internal Revenue Code as hereafter from time to time amended);

               (5) Enter into or carry out any transaction with any of its officers, director or employees having annual base compensation of at least $50,000, or any holder of at least 1% of the outstanding Common Stock (or warrants, options or rights to purchase such Common Stock), or any Affiliate of any such officer, director, employee or holder;

               (6) Incur, assume or suffer to exist any Indebtedness other than (i) Indebtedness in existence on the first date of issuance of Series A Preferred Stock, (ii) (for the avoidance of doubt) trade accounts payable that arise in the usual and ordinary course of business, and (iii) Indebtedness pursuant to a working capital line of credit in existence on the first date of issuance of the Series A Preferred Stock;

               (7) Guarantee or otherwise become contingently obligated for the payment of any Indebtedness of any Person (other than a wholly-owned Subsidiary); or

               (8) Authorize or issue, or obligate itself to issue, any other equity security on a parity with the Series A Preferred Stock as to dividend or redemption rights or liquidation preferences; for purposes of this subsection, the authorization or issuance of any Indebtedness convertible into or exchangeable for shares of capital stock of the Corporation or any Indebtedness issued with (A) shares of capital stock of the Corporation or (B) warrants or other rights to purchase capital stock of the Corporation or securities convertible into capital stock shall be deemed the authorization or issuance of the underlying security.

          (e) So long as any shares of the Series A Preferred Stock are outstanding, the Corporation shall not, and shall not permit any Subsidiary to, without the prior vote or written consent of holders of at least 2/3 of the outstanding shares of Series A Preferred Stock:

               (1) Increase or decrease (other than by redemption) the total number of authorized shares of Series A Preferred Stock or Series B Preferred Stock or Series C Preferred Stock;

               (2) Amend its certificate of incorporation or this Certificate of Designation or the Series B Certificate of Designation or the Series C Certificate of Designation;

               (3) Enter into or carry out any agreement or transaction that would conflict with the Corporation’s obligations to the holders of the Series A Preferred Stock; or

               (4) Authorize or issue, or obligate itself to issue, any other equity security senior to the Series A Preferred Stock as to dividend or redemption rights or liquidation preferences; for purposes of this subsection, the authorization or issuance of any Indebtedness convertible into or exchangeable for shares of capital stock of the Corporation or any Indebtedness issued with (A) shares of capital stock of Corporation or (B) warrants or other rights to purchase capital stock of the Corporation or Securities convertible into capital stock shall be deemed the authorization or issuance of the underlying security.

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           (f) The holders of the Series A Preferred Stock and the Series B Preferred Stock shall vote as a single class on all matters for which Series A Preferred Stock and Series B Preferred Stock have voting rights.

     6. Redemption.

          (a) Mandatory Redemption.

               (1) The Corporation shall, with a Determinative Vote, redeem the number of shares of Series A Preferred Stock on the earlier to occur of (A) a Change in Control or (B) the seventh anniversary of the Original Issue Date (the “Redemption Date”), at the Redemption Price hereinafter specified (a “Redemption”);

               (2) If the funds of the Corporation legally available for redemption of Series A Preferred Stock and Series C Preferred Stock on a Redemption Date are insufficient to redeem the number of shares to be redeemed pursuant to this subsection (a) on such date, those funds which are legally available will be used to redeem the maximum possible number of shares among the holders of the Series A Preferred Stock and Series C Preferred Stock ratably in accordance with the amount that would be payable in the Redemption if the amounts to which the holders of Series A Preferred Stock and Series C Preferred Stock are entitled were paid in full. At the earliest time thereafter when additional funds of the Corporation are legally available for redemption of Series A Preferred Stock and Series C Preferred Stock in the manner provided above, such funds will be immediately used to redeem the balance of the Series A Preferred Stock and Series C Preferred Stock which the Corporation has become obligated to redeem on such Redemption Date but which it has not yet redeemed; and

               (3) If fewer than all shares of Series A Preferred Stock are being redeemed, the redemption will be made ratably among all holders in proportion to the number of shares of Series A Preferred Stock held.

          (b) Redemption Price. The Redemption Price of the Series A Preferred Stock (the “Redemption Price”) shall be the Investment Value per share.

          (c) Redemption Notice. The Corporation shall, not less than thirty (30) days nor more than sixty (60) days prior to the Redemption Date, give written notice (“Redemption Notice”) to each holder of record of Series A Preferred Stock to be redeemed. The Redemption Notice shall state:

               (1) That all or a specified number of the outstanding shares of Series A Preferred Stock are to be redeemed and the total number of shares being redeemed;

               (2) The number of shares of Series A Preferred Stock held by the holder which the Corporation will redeem;

               (3) The Redemption Date and the Redemption Price; and

               (4) The time, place and manner in which the holder is to surrender to the Corporation the certificate or certificates representing the shares of Series A Preferred Stock to be redeemed.

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           (d) Payment of Redemption Price and Surrender of Stock. On the Redemption Date, the Redemption Price of the Series A Preferred Stock scheduled to be redeemed or called for redemption shall be payable to the holders of the Series A Preferred Stock. On or before the Redemption Date, each holder of Series A Preferred Stock to be redeemed shall surrender the certificate or certificates representing such shares to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof, and each surrendered certificate shall be cancelled and retired.

          (e) Deposit of Funds. On or prior to the Redemption Date, the Corporation shall deposit with any bank or trust company, having a capital and surplus of at least $1 billion as a trust fund, a sum equal to the aggregate Redemption Price of all shares of the Series A Preferred Stock scheduled to be redeemed or called for redemption and not yet redeemed, with irrevocable instructions and authority to the bank or trust company to pay, on or after the Redemption Date or prior thereto, the Redemption Price to the respective holders upon the surrender of their share certificates. The deposit shall constitute full payment of the shares to their holders, and from and after the date of such deposit (even if prior to the Redemption Date), the shares shall be deemed to be redeemed and no longer outstanding, and the holders thereof shall cease to be stockholders with respect to such shares and shall have no rights with respect thereto, except the right to receive from the bank or trust company payment of the Redemption Price of the shares, without interest, upon surrender of their certificates therefor. Any monies so deposited and unclaimed at the end of one year from the Redemption Date shall be released or repaid to the Corporation, after which the holders of shares call for redemption shall be entitled to receive payment of the Redemption Price only from the Corporation.

     7. Reissuance of Series A Preferred Stock. Shares of Series A Preferred Stock that have been issued and reacquired in any manner, including shares purchased or redeemed or exchanged, shall (upon compliance with any applicable provisions of the laws of Delaware) have the status of authorized and unissued shares of preferred stock undesignated as to series and may be redesignated and reissued as part of any series of preferred stock (other than Series A Preferred Stock).

     8. Registration of Transfer. The Corporation shall keep at its principal office a register for the registration of Series A Preferred Stock. Upon the surrender of any certificate representing Series A Preferred Stock at such place, the Corporation shall, at the request of the record holder of such certificate, execute and deliver (at the Corporation’s expense) a new certificate or certificates in exchange therefor representing in the aggregate the number of shares represented by the surrendered certificate. Each such new certificate shall be registered in such name and shall represent such number of shares as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate, and dividends shall accrue on the Series A Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such Series A Preferred Stock represented by the surrendered certificate.

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     9. Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing shares of any Series A Preferred Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation, or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at such stockholder’s expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate, and dividends shall accrue on the Series A Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such lost, stolen, destroyed or mutilated certificate.

     10. Definitions. As used in this Certificate of Designation, the following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires:

     “Capital Stock” means, with respect to any Person, any and all shares, interests, participations, rights in, or other equivalents (however designated and whether voting or non-voting) of, such Person’s capital stock and any and all rights, warrants or options exchangeable for or convertible into such capital stock (but excluding any debt security that is exchangeable for or convertible into such capital stock).

     “Change in Control” means that a Person or Persons other than the holders of Common Stock as of the first date of issuance of Series A Preferred Stock become or becomes the beneficial or record holder or holders of a majority of the outstanding Common Stock.

     “Common Stock” shall have the meaning ascribed to it in paragraph 2 hereof.

     “Convertible Securities” means stock or other securities convertible into or exchangeable for, shares of Common Stock.

     “Corporation” shall have the meaning ascribed to it in the first paragraph of this Resolution.

     “Dividend Rate” means (i) the Standard Dividend Rate unless the Corporation is in arrears at least six months in the payment of all or any portion of the Redemption Price of any shares of Series A Preferred Stock, and (ii) during any period in which the Corporation is in arrears at least six months in the payment of all or any portion of the Redemption Price, the Standard Dividend Rate plus an additional 2% per annum for each full six-month period in which any such arrears exists.

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     “Junior Stock” shall have the meaning ascribed to it in paragraph 2 hereof.

     “Liquidation Preference” shall have the meaning ascribed to it in paragraph 1 hereof.

     “Person” means any individual, firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, governmental body or other entity of any kind.

     “Series A Preferred Stock” shall have the meaning ascribed to it in paragraph 1 hereof.

     “Series B Certificate of Designation” means the Certificate of the Powers, Designations, Preferences and Rights of the Series B Preferred Stock.

     “Series C Certificate of Designation” means the Certificate of the Powers, Designations, Preferences and Rights of the Series C Preferred Stock.

     “Standard Dividend Rate” means 7% of the Liquidation Preference.

     “Subsidiary” means with respect to the Corporation, any Person of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Corporation or a Subsidiary of the Corporation.

     11. Amendment and Waiver. No amendment, modification or waiver shall be binding or effective with respect to any provision of Sections 1 to 11 hereof without the prior written consent of the holders of at least two-thirds of the Series A Preferred Stock outstanding at the time such action is taken. No amendment which would be adverse to the interests of the holders of the Common Stock, the Series B preferred Stock or the Series C Preferred Stock shall be binding or effective to any holder of the Series B Preferred Stock, the Series C Preferred Stock or the Common Stock without the prior written consent of the holders of the majority of the Series B Preferred Stock, the Series C Preferred Stock or the Common Stock, respectively.

* * *

     IN WITNESS WHEREOF, CASCADE ACQUISITION INC. has caused this certificate to be duly executed this April 8, 1998.

CASCADE ACQUISITION INC.
By:	/s/ Wyman C. Harris
	Name:	Wyman C. Harris
	Title:	President

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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:01 AM 04/09/1998
981136653 — 2875868

CASCADE ACQUISITION INC.
CERTIFICATE OF THE POWERS, DESIGNATIONS,
PREFERENCES AND RIGHTS OF THE
SERIES B PREFERRED STOCK,
PAR VALUE $.0001 PER SHARE

     The following resolution was duly adopted by the Board of Directors of Cascade Acquisition Inc., a Delaware corporation (the “Corporation”), pursuant to the provisions of the Delaware General Corporation Law, in accordance with the provisions of Section 151 thereof, on April 8, 1998, by the unanimous written consent of the Board of Directors of the Corporation:

     WHEREAS, the Board of Directors of the Corporation is authorized, within the limitations and restrictions stated in the Certificate of Incorporation of the Corporation, to provide by resolution or resolutions for the issuance of shares of preferred stock, par value $.0001 per share, of the Corporation, in one or more series with such voting powers, full or limited, or without voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions as shall be stated and expressed in the resolution or resolutions providing for the issuance thereof adopted by the Board of Directors, and as are not stated and expressed in the Certificate of Incorporation, or any amendment thereto, including (but without limiting the generality of the foregoing) such provisions as may be desired concerning voting, redemption, dividends, dissolution or the distribution of assets and such other subjects or matters as may be fixed by resolution or resolutions of the Board of Directors under the Delaware General Corporation Law; and

     WHEREAS, it is the desire of the Board of Directors of the Corporation, pursuant to its authority as aforesaid, to authorize and fix the terms of a series of preferred stock and the number of shares constituting such series;

     NOW, THEREFORE, BE IT RESOLVED:

     1. Designation and Number of Shares. There shall be hereby established a series of preferred stock designated as “Series B Preferred Stock” (such series being hereinafter referred to as the “Series B Preferred Stock”). The authorized number of shares of Series B Preferred Stock shall be 1,000. The liquidation preference of the Series B Preferred Stock shall be $1,000 per share (the “Liquidation Preference”).

     2. Rank. The Series B Preferred Stock shall, with respect to dividend distributions and distributions of assets and rights upon the liquidation, winding up and dissolution of the Corporation, rank senior toall classes of common stock of the Corporation (including, without limitation, the common stock, par value $.0001 per share, of the Corporation (the “Common Stock”))(the Common Stock is hereinafter referred to as the “Junior Stock”).

     3. Dividends.

          (a) Beginning on the date of issuance of the Series B Preferred Stock, dividends on each outstanding share of Series B Preferred Stock (a “Share”) shall accrue on a daily basis at the Dividend Rate per annum. Such dividends shall accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends. Such dividends shall be cumulative such that all accrued dividends shall be fully declared and issued before any dividend, distribution or payment may be made with respect to any Junior Stock. The date on which the Corporation initially issues any Share shall be deemed to be its “date of issuance” regardless of the number of times transfer of such Share is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such Share.

          (b) Dividends accruing on the Series B Preferred Stock shall be paid by the issuance of additional shares of Series B Preferred Stock (including fractional shares of Series B Preferred Stock), with each share of Series B Preferred Stock to be valued for these issuances at $1,000 per share.

          (c) On June 30 and December 31 of each year, beginning December 31, 1998 (the “Dividend Reference Dates”), all dividends which have accrued on each Share outstanding during the six-month period (or other period in the case of the initial Dividend Reference Date) ending upon each such Dividend Reference Date shall be accumulated and issued to the holders of the Series B Preferred Stock.

          (d) All dividends paid with respect to shares of Series B Preferred Stock pursuant to paragraph 3(a) shall be paid pro rata and in like manner to all of the holders entitled thereto.

          (e) So long as any shares of the Series B Preferred Stock are outstanding, the Corporation shall not, and shall not permit any Subsidiary to, without the prior vote or written consent of the holders of a majority of the outstanding shares of Series A Preferred Stock and Series B Preferred Stock, voting together (a “Determinative Vote”):

               (1) Redeem, purchase or otherwise acquire for value any share or shares of Series B Preferred Stock, whether such redemption occurs in connection with a merger or other business combination, pursuant to Section 6, or otherwise, and if the Series B Preferred Stock is so redeemed, purchased or otherwise acquired, then all of the outstanding Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock must be redeemed or purchased concurrently;

               (2) Purchase, redeem or otherwise acquire for value (or pay into or set aside as a sinking fund for such purpose) any Junior Stock or any warrant, option or right to purchase any Junior Stock; provided, however, that this restriction shall not apply to the repurchase of shares of Common Stock from directors or employees of or consultants or advisers to the Corporation or any Subsidiary pursuant to agreements under which the Corporation has the option to repurchase such shares

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upon the occurrence of certain events, including the termination of employment by or service to the Corporation or any Subsidiary; or

               (3) Declare or pay any dividends on or declare or make any other distribution (other than a dividend payable solely in shares of Series A Preferred Stock or Series C Preferred Stock), direct or indirect, on account of the Junior Stock or set apart any sum for such purpose.

          (f) Subject to the foregoing provisions of this paragraph 3, the Corporation may declare, pay or set apart for payment dividends on any shares of Junior Stock or make any payments on account of or set apart for payment money for a sinking or other similar fund for, the purchase, redemption or other retirement of, any shares of Junior Stock or any warrants, rights, calls or options exercisable for or convertible into any shares of Junior Stock or make any distribution in respect thereof, and the holders of the shares of the Series B Preferred Stock shall not be entitled to share therein.

     4. Liquidation Preference.

          (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, subject to the provisions of paragraph 2, the holders of shares of Series B Preferred Stock then outstanding shall be entitled to be paid for each share held thereby, out of the assets of the Corporation available for distribution to its stockholders, an amount in cash equal to the Liquidation Preference plus an amount in cash equal to all accumulated and unpaid dividends thereon (calculated pursuant to paragraph 3(a)) to the date fixed for liquidation, dissolution or winding up (including an amount equal to a prorated dividend for the period from the last Dividend Reference Date to the date fixed for liquidation, dissolution or winding up) (the “Investment Value”), before any payment shall be made or any assets distributed to the holders of any shares of Junior Stock. Except as provided in the preceding sentence, holders of the Series B Preferred Stock, in their capacities as such, shall not be entitled to any distribution in the event of any liquidation, dissolution or winding up of the affairs of the Corporation, If the assets of the Corporation are not sufficient to pay in full the foregoing liquidation payments payable to the holders of outstanding shares of the Series B Preferred Stock, then the holders of all shares of Series B Preferred Stock shall share ratably in such distribution of assets in accordance with the amount that would be payable on such distribution if the amounts to which the holders of outstanding shares of Series B Preferred Stock are entitled were paid in full.

          (b) At any time, in the event of a sale or other disposition of all or substantially all of the assets of the Corporation, then:

               (1) first, the holders of the Series A Preferred Stock and Series C Preferred Stock shall receive for each share of such stock, in cash or in securities (including, without limitation, debt securities) received from the acquiring corporation, or a combination thereof, at the closing of any such transaction, an amount equal to the Investment Value specified in Section 4 of the Series A Certificate of Designation;

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               (2) second, the holders of the Series B Preferred Stock shall receive the Investment Value per share on the date of full payment, and

               (3) third, holders of the Common Stock shall be entitled to receive the remaining proceeds of such transaction.

          Such payments shall be made by redemption or purchase of such shares by the Corporation. Before any payment or distribution is made to the holders of the Junior Stock, the full preferential amount stated in Section 4(b)(2) shall first be paid to the holders of the Series B Preferred Stock. In the event the full amount of such payment is not paid to the holders of the Series B Preferred Stock upon or immediately prior to such transaction in accordance herewith, then all cash and securities (including, without limitation, debt securities) to be distributed in respect of the proposed transaction to the holders of Series B Preferred Stock shall be distributed ratably among the holders of the Series B Preferred Stock.

          (c) Any securities or other property to be delivered pursuant to Section 4(b) shall be valued as follows:

               (1) Securities not subject to Securities Act of 1933 or other similar restrictions on free marketability;

     (A) If listed on a national securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the 20 consecutive trading days ending one trading day prior to the closing; if no sale occurs on a trading day, the mean between the closing bid and asked prices on such exchange on such trading day shall be substituted for the closing price on such trading day;

     (B) If not listed on a national securities exchange, but quoted on the NASDAQ National Market, the value shall be deemed to be the average of the closing prices (or, if the securities are not quoted on the NASDAQ National Market but are regularly quoted on another NASD quotation system and there is an active public market for the securities, the mean between the highest bid and lowest asked prices) over the 20 consecutive trading days ending one trading day prior to the closing; and

     (C) If the securities are not listed on a national securities exchange or quoted on the NASDAQ National Market and are either not otherwise quoted on a NASD quotation system or there is no active public market therefor, the value shall be the fair market value thereof, as mutually determined by the Corporation and a Determinative Vote.

                (2) The method of valuation of securities subject to Securities Act of 1933 or other restrictions on free marketability shall be to make appropriate discount from the market value

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determined as above in paragraph (1)(A), (B) or (C) to reflect the approximate fair market value thereof, as mutually determined by the Corporation and a Determinative Vote;

                (3) All other securities or other property shall be valued at the fair market value thereof, as mutually determined by the Corporation and a Determinative Vote;

                (4) If the Corporation and a Determinative Vote are unable to reach agreement on any valuation matter, such valuation shall be submitted to and determined by a nationally recognized independent investment banking firm selected by the Board of Directors and a Determinative Vote (or, if such selection cannot be made, by a nationally recognized independent investment banking firm selected by the American Arbitration Association in accordance with its rules). The cost of such valuation and, if required, action by the American Arbitration Association shall be borne by the Corporation.

          (d) In the event the requirements of Section 4(b) are not complied with, the Corporation shall forthwith either:

                (1) Cause such closing to be postponed until such time as the requirements of this Section 4 have been complied with; or

                (2) Cancel such transaction, in which event the rights, preferences and privileges of the holders of the Series B Preferred Stock shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in Section 4(e).

          (e) The Corporation shall give each holder of record of Series B Preferred Stock written notice of such impending transaction not later than twenty (20) days prior to the stockholders’ meeting called to approve such transaction, or twenty (20) days prior to the anticipated closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Section 4, and the Corporation shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than twenty (20) days after the Corporation has given the first notice provided for herein or sooner than ten (10) days after the Corporation has given notice of any material changes provided for herein; provided, however, that such periods may be shortened upon the written consent of the holders of a majority of the Series B Preferred Stock.

          (f) The provisions of this Section 4 are in addition to the protective provisions of Section 5.

     5. Voting Rights.

          (a) The holders of Series B Preferred Stock, except as otherwise required under Delaware law or as set forth herein, shall not be entitled or permitted to vote on any matter required or permitted to be voted upon by the stockholders of the Corporation.

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          (b) Without the affirmative vote or consent of holders of a majority of the issued and outstanding shares of Series B Preferred Stock entitled to vote as provided in paragraph 5(c), voting or consenting, as the case may be, as one class, the Corporation shall not, in a single transaction or series of related transactions, consolidate or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to, any Person unless: (i) either (1) the Corporation shall be the surviving or continuing corporation or (2) the Person (if other than the Corporation) formed by such consolidation or into which the corporation is merged or the person that acquires by conveyance, transfer or lease all or substantially all of the properties and assets of the Corporation shall be a corporation organized and validly existing under the laws of the United States or any state thereof or the District of Columbia; and (ii) the Series B Preferred Stock shall be converted into or exchanged for and shall become shares of such successor, transferee or resulting corporation, having in respect of such successor, transferee or resulting corporation the same powers, preferences and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon, that the Series B Preferred Stock had immediately prior to such transaction. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more subsidiaries of the Corporation, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Corporation, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Corporation.

          (c) For purposes of any vote or consent of holders of Series B Preferred Stock, each share of Series B Preferred Stock shall entitle the holder thereof to cast one vote per share of Series B Preferred Stock held on the record date for determining the stockholders of the Corporation eligible to vote on the matters set forth in such paragraph 5(b). At any meeting of the holders of Series B Preferred Stock the presence in person or by proxy of the holders of at least a majority of the outstanding Series B Preferred Stock entitled under the terms of this paragraph 5(c) to vote at such meeting shall be required to constitute a quorum of such Series B Preferred Stock.

          (d) So long as any shares of Series B Preferred Stock are outstanding, the Corporation shall not, and shall not permit any Subsidiary to without a Determinative Vote:

                (1) Effect any reclassification or other change of any stock, or any recapitalization, or any dissolution, liquidation, or winding up of the Corporation or make any agreement or become obligated to do so unless the obligations of the Corporation under such agreement are expressly conditioned upon the requisite approval of the holders of the Series A Preferred Stock and Series B Preferred Stock as provided for herein;

                (2) Effect any sale, transfer, assignment, license or sublicense of any patent, copyright, trademark, trade name, software or other intellectual property that is used or developed by the

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Corporation or any of its Subsidiaries and is material to the conduct of its business or the business of such Subsidiary;

               (3) Permit any Subsidiary to issue or sell, or obligate itself to issue or sell, except to the Corporation or any wholly-owned Subsidiary, any stock or other equity securities of such Subsidiary;

               (4) Take any action which would result in taxation of the holders of Series B Preferred Stock under Section 305 of the Internal Revenue Code of 1986 (or any comparable provision of the Internal Revenue Code as hereafter from time to time amended);

               (5) Enter into or carry out any transaction with any of its officers, director or employees having annual base compensation of at least $50,000, or any holder of at least 1% of the outstanding Common Stock (or warrants, options or rights to purchase such Common Stock), or any Affiliate of any such officer, director, employee or holder;

               (6) Incur, assume or suffer to exist any Indebtedness other than (i) Indebtedness in existence on the first date of issuance of Series B Preferred Stock, (ii) (for the avoidance of doubt) trade accounts payable that arise in the usual and ordinary course of business, and (iii) Indebtedness pursuant to a working capital line of credit in existence on the first date of issuance of the Series B Preferred Stock;

               (7) Guarantee or otherwise become contingently obligated for the payment of any Indebtedness of any Person (other than a wholly-owned Subsidiary); or

               (8) Authorize or issue, or obligate itself to issue, any other equity security on a parity with the Series B Preferred Stock as to dividend or redemption rights or liquidation preferences; for purposes of this subsection, the authorization or issuance of any Indebtedness convertible into or exchangeable for shares of capital stock of the Corporation or any Indebtedness issued with (A) shares of capital stock of the Corporation or (B) warrants or other rights to purchase capital stock of the Corporation or securities convertible into capital stock shall be deemed the authorization or issuance of the underlying security.

          (e) So long as any shares of the Series B Preferred Stock are outstanding, the Corporation shall not, and shall not permit any Subsidiary to, without the prior vote or written consent of holders of at least a majority of the outstanding shares of Series B Preferred Stock:

               (1) Increase or decrease (other than by redemption) the total number of authorized shares of Series A Preferred Stock or Series B Preferred Stock or Series C Preferred Stock;

               (2) Amend its certificate of incorporation or this Certificate of Designation or the Series A Certificate of Designation or the Series C Certificate of Designation;

               (3) Enter into or carry out any agreement or transaction that would conflict with the Corporation’s obligations to the holders of the Series B Preferred Stock; or

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               (4) Authorize or issue, or obligate itself to issue, any other equity security on a parity with the Series B Preferred Stock as to dividend or redemption rights or liquidation preferences; for purposes of this subsection, the authorization or issuance of any Indebtedness convertible into or exchangeable for shares of capital stock of the Corporation or any Indebtedness issued with (A) shares of capital stock of the Corporation or (B) warrants or other rights to purchase capital stock of the Corporation or securities convertible into capital stock shall be deemed the authorization or issuance of the underlying security.

          (f) The holders of the Series A Preferred Stock and the Series B Preferred Stock shall vote as a single class on all matters for which Series A Preferred Stock and Series B Preferred Stock have voting rights.

     6. Redemption.

          (a) Mandatory Redemption.

               (1) The Corporation shall, with a Determinative Vote, redeem the number of shares of Series B Preferred Stock on the earlier to occur of (A) a Change in Control or (B) the seventh anniversary of the Original Issue Date (the “Redemption Date”), at the Redemption Price hereinafter specified (a “Redemption”);

               (2) If the funds of the Corporation legally available for redemption of Series B Preferred Stock on a Redemption Date are insufficient to redeem the number of shares to be redeemed pursuant to this subsection (a) on such date, those funds which are legally available will be used to redeem the maximum possible number of shares among the holders of the Series B Preferred Stock ratably on the basis of the number of shares of Series B Preferred Stock held. At the earliest time thereafter when additional funds of the Corporation are legally available for redemption of Series B Preferred Stock in the manner provided above, such funds will be immediately used to redeem the balance of the Series B Preferred Stock which the Corporation has become obligated to redeem on such Redemption Date but which it has not yet redeemed; and

               (3) If fewer than all shares of Series B Preferred Stock are being redeemed, the redemption will be made ratably among all holders in proportion to the number of shares of Series B Preferred Stock held.

           (b) Redemption Price. The Redemption Price of the Series B Preferred Stock (the “Redemption Price”) shall be the Investment Value per share.

          (c) Redemption Notice. The Corporation shall, not less than thirty (30) days nor more than sixty (60) days prior to the Redemption Date, give written notice (“Redemption Notice”) to each holder of record of Series B Preferred Stock to be redeemed. The Redemption Notice shall state:

               (1) That all or a specified number of the outstanding shares of Series B Preferred Stock are to be redeemed and the total number of shares being redeemed;

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               (2) The number of shares of Series B Preferred Stock held by the holder which the Corporation will redeem;

               (3) The Redemption Date and the Redemption Price; and

               (4) The time, place and manner in which the holder is to surrender to the Corporation the certificate or certificates representing the shares of Series B Preferred Stock to be redeemed.

          (d) Payment of Redemption Price and Surrender of Stock. On the Redemption Date, the Redemption Price of the Series B Preferred Stock scheduled to be redeemed or called for redemption shall be payable to the holders of the Series B Preferred Stock. On or before the Redemption Date, each holder of Series B Preferred Stock to be redeemed shall surrender the certificate or certificates representing such shares to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof, and each surrendered certificate shall be cancelled and retired.

          (e) Deposit of Funds. On or prior to the Redemption Date, the Corporation shall deposit with any bank or trust company, having a capital and surplus of at least $1 billion as a trust fund, a sum equal to the aggregate Redemption Price of all shares of the Series B Preferred Stock scheduled to be redeemed or called for redemption and not yet redeemed, with irrevocable instructions and authority to the bank or trust company to pay, on or after the Redemption Date or prior thereto, the Redemption Price to the respective holders upon the surrender of their share certificates. The deposit shall constitute full payment of the shares to their holders, and from and after the date of such deposit (even if prior to the Redemption Date), the shares shall be deemed to be redeemed and no longer outstanding, and the holders thereof shall cease to be stockholders with respect to such shares and shall have no rights with respect thereto, except the right to receive from the bank or trust company payment of the Redemption Price of the shares, without interest, upon surrender of their certificates therefor. Any monies so deposited and unclaimed at the end of one year from the Redemption Date shall be released or repaid to the Corporation, after which the holders of shares call for redemption shall be entitled to receive payment of the Redemption Price only from the Corporation.

     7. Reissuance of Series B Preferred Stock. Shares of Series B Preferred Stock that have been issued and reacquired in any manner, including shares purchased or redeemed or exchanged, shall (upon compliance with any applicable provisions of the laws of Delaware) have the status of authorized and Unissued shares of preferred stock undesignated as to series and may be redesignated and reissued as part of any series of preferred stock (other than Series B Preferred Stock).

     8. Registration of Transfer. The Corporation shall keep at its principal office a register for the registration of Series B Preferred Stock. Upon the surrender of any certificate representing Series B Preferred Stock at such place, the Corporation shall, at the request of the record holder of such

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certificate, execute and deliver (at the Corporation’s expense) a new certificate or certificates in exchange therefor representing in the aggregate the number of shares represented by the surrendered certificate. Each such new certificate shall be registered in such name and shall represent such number of shares as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate, and dividends shall accrue on the Series B Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such Series B Preferred Stock represented by the surrendered certificate.

     9. Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing shares of any Series B Preferred Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation, or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at such stockholder’s expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate, and dividends shall accrue on the Series B Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such lost, stolen, destroyed or mutilated certificate.

     10. Definitions. As used in this Certificate of Designation, the following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires;

     “Capital Stock” means, with respect to any Person, any and all shares, interests, participations, rights in, or other equivalents (however designated and whether voting or non-voting) of, such Person’s capital stock and any and all rights, warrants or options exchangeable for or convertible into such capital stock (but excluding any debt security that is exchangeable for or convertible into such capital stock).

     “Change in Control” means that a Person or Persons other than the holders of Common Stock as of the first date of issuance of Series B Preferred Stock become or becomes the beneficial or record holder or holders of a majority of the outstanding Common Stock.

     “Common Stock” shall have the meaning ascribed to it in paragraph 2 hereof.

     “Convertible Securities” means stock or other securities convertible into or exchangeable for, shares of Common Stock.

     “Corporation” shall have the meaning ascribed to it in the first paragraph of this Resolution.

     “Dividend Rate” means (i) the Standard Dividend Rate unless the Corporation is in arrears at least six months in the payment of all or any portion of the Redemption Price of any shares of Series B Preferred Stock, and (ii) during any period in which the Corporation is in arrears at least six months in the payment of all or any portion of the Redemption Price, the Standard Dividend Rate plus an additional 2% per annum for each full six-month period in which any such arrears exists.

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     “Junior Stock” shall have the meaning ascribed to it in paragraph 2 hereof.

     “Liquidation Preference” shall have the meaning ascribed to it in paragraph 1 hereof.

     “Person” means any individual, firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, governmental body or other entity of any kind.

     “Series B Preferred Stock” shall have the meaning ascribed to it in paragraph 1 hereof.

     “Series A Certificate of Designation” means the Certificate of the Powers, Designations, Preferences and Rights of the Series A Preferred Stock.

     “Series C Certificate of Designation” means the Certificate of the Powers, Designations, Preferences and Rights of the Series C Preferred Stock.

     “Standard Dividend Rate” means 7% of the Liquidation Preference.

     “Subsidiary” means with respect to the Corporation, any Person of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Corporation or a Subsidiary of the Corporation.

     11. Amendment and Waiver. No amendment, modification or waiver shall be binding or effective with respect to any provision of Sections 1 to 11 hereof without the prior written consent of the holders of a majority of the Series B Preferred Stock outstanding at the time such action is taken. No amendment which would be adverse to the interests of the holders of the Common Stock, the Series A Preferred Stock or the Series C Preferred Stock shall be binding or effective to any holder of the Series A Preferred Stock, the Series C Preferred Stock or the Common Stock without the prior written consent of the holders of two-thirds of the Series A Preferred Stock, or a majority of the Series C Preferred Stock or the Common Stock, respectively.

* * *

     IN WITNESS WHEREOF, CASCADE ACQUISITION INC. has caused this certificate to be duly executed this April 8, 1998.

CASCADE ACQUISITION INC.
By:	/s/ Wyman C. Harris
	Name:	Wyman C. Harris
	Title:	President

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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:02 AM 04/09/1998
981136656 — 2875868

CASCADE ACQUISITION INC.

CERTIFICATE OF THE POWERS, DESIGNATIONS,

PREFERENCES AND RIGHTS OF THE

SERIES C PREFERRED STOCK,

PAR VALUE $.0001 PER SHARE

     The following resolution was duly adopted by the Board of Directors of Cascade Acquisition Inc., a Delaware corporation (the “Corporation”), pursuant to the provisions of the Delaware General Corporation Law, in accordance with the provisions of Section 151 thereof, on April 8, 1998, by the unanimous written consent of the Board of Directors of the Corporation:

     WHEREAS, the Board of Directors of the Corporation is authorized, within the limitations and restrictions stated in the Certificate of Incorporation of the Corporation, to provide by resolution or resolutions for the issuance of shares of preferred stock, par value $.0001 per share, of the Corporation, in one or more series with such voting powers, full or limited, or without voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions as shall be stated and expressed in the resolution or resolutions providing for the issuance thereof adopted by the Board of Directors, and as are not stated and expressed in the Certificate of Incorporation, or any amendment thereto, including (but without limiting the generality of the foregoing) such provisions as may be desired concerning voting, redemption, dividends, dissolution or the distribution of assets and such other subjects or matters as may be fixed by resolution or resolutions of the Board of Directors under the Delaware General Corporation Law; and

     WHEREAS, it is the desire of the Board of Directors of the Corporation, pursuant to its authority as aforesaid, to authorize and fix the terms of a series of preferred stock and the number of shares constituting such series;

NOW, THEREFORE, BE IT RESOLVED:

     1. Designation and Number of Shares. There shall be hereby established a series of preferred stock designated as “Series C Preferred Stock” (such series being hereinafter referred to as the “Series C Preferred Stock”). The authorized number of shares of Series C Preferred Stock shall be 1,000. The liquidation preference of the Series C Preferred Stock shall be an amount equal to (i) $1,000 plus (ii) $70 multiplied by a fraction, the numerator of which is equal to the number of days between April 9, 1998 and the date of issuance of the Series C Preferred Stock and the denominator of which is 365 per share (the “Liquidation Preference”).

     2. Rank. The Series C Preferred Stock shall, with respect to dividend distributions and distributions of assets and rights upon the liquidation, winding up and dissolution of the Corporation,

rank senior to the Series B Preferred Stock of the Corporation (“Series B Preferred Stock”) and all classes of common stock of the Corporation (including, without limitation, the common stock, par value $.0001 per share, of the Corporation (the “Common Stock”))(the Series B Preferred Stock and Common Stock are hereinafter referred to as the “Junior Stock”), other than the Series A Preferred Stock of the Corporation (the “Series A Preferred Stock”).

     3. Dividends.

          (a) Beginning on the date of issuance of the Series C Preferred Stock, dividends on each outstanding share of Series C Preferred Stock (a “Share”) shall accrue on a daily basis at the Dividend Rate per annum. Such dividends shall accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends. Such dividends shall be cumulative such that all accrued dividends shall be fully declared and issued before any dividend, distribution or payment may be made with respect to any Junior Stock. The date on which the Corporation initially issues any Share shall be deemed to be its “date of issuance” regardless of the number of times transfer of such Share is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such Share.

          (b) Dividends accruing on the Series C Preferred Stock shall be paid by the issuance of additional shares of Series C Preferred Stock (including fractional shares of Series C Preferred Stock), with each share of Series C Preferred Stock to be valued for these issuances at $1,000 per share.

          (c) On June 30 and December 31 of each year, beginning December 31, 1998 (the “Dividend Reference Dates”), all dividends which have accrued on each Share outstanding during the six-month period (or other period in the case of the initial Dividend Reference Date) ending upon each such Dividend Reference Date shall be accumulated and issued to the holders of the Series C Preferred Stock.

          (d) All dividends paid with respect to shares of Series C Preferred Stock pursuant to paragraph 3(a) shall be paid pro rata and in like manner to all of the holders entitled thereto.

          (e) So long as any shares of the Series C Preferred Stock are outstanding, the Corporation shall not, and shall not permit any Subsidiary to, without the prior vote or written consent of the holders of a majority of the outstanding shares of Series A Preferred Stock and Series B Preferred Stock, voting together (a “Determinative Vote”):

                (1) Redeem, purchase or otherwise acquire for value any share or shares of Series B Preferred Stock, whether such redemption occurs in connection with a merger or other business combination, pursuant to Section 6, or otherwise, and if the Series C Preferred Stock is so

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redeemed, purchased or otherwise acquired, then all of the outstanding Series A Preferred Stock and Series C Preferred Stock must be redeemed or purchased concurrently;

                (2) Purchase, redeem or otherwise acquire for value (or pay into or set aside as a sinking fund for such purpose) any Junior Stock or any warrant, option or right to purchase any Junior Stock; provided, however, that this restriction shall not apply to the repurchase of shares of Common Stock from directors or employees of or consultants or advisers to the Corporation or any Subsidiary pursuant to agreements under which the Corporation has the option to repurchase such shares upon the occurrence of certain events, including the termination of employment by or service to the Corporation or any Subsidiary; or

               (3) Declare or pay any dividends on or declare or make any other distribution (other than a dividend payable solely in shares of Series A Preferred Stock or Series C Preferred Stock), direct or indirect, on account of the Junior Stock or set apart any sum for such purpose.

          (f) Subject to the foregoing provisions of this paragraph 3, the Corporation may declare, pay or set apart for payment dividends on any shares of Junior Stock or make any payments on account of or set apart for payment money for a sinking or other similar fund for, the purchase, redemption or other retirement of, any shares of Junior Stock or any warrants, rights, calls or options exercisable for or convertible into any shares of Junior Stock or make any distribution in respect thereof and the holders of the shares of the Series C Preferred Stock shall not be entitled to share therein.

     4. Liquidation Preference.

          (a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, subject to the provisions of paragraph 2, the holders of shares of Series C Preferred Stock then outstanding shall be entitled to be paid for each share held thereby, out of the assets of the Corporation available for distribution to its stockholders, an amount in cash equal to the Liquidation Preference plus an amount in cash equal to all accumulated and unpaid dividends thereon (calculated pursuant to paragraph 3(a)) to the date fixed for liquidation, dissolution or winding up (including on amount equal to a prorated dividend for the period from the last Dividend Reference Date to the date fixed for liquidation, dissolution or winding up) (the “Investment Value”), before any payment shall be made or any assets distributed to the holders of any shares of Junior Stock. Except as provided in the preceding sentence, holders of the Series C Preferred Stock and Series A Preferred Stock, in their capacities as such, shall not be entitled to any distribution in the event of any liquidation, dissolution or winding up of the affairs of the Corporation. If the assets of the Corporation are not sufficient to pay in full the foregoing liquidation payments payable to the holders of outstanding shares of the Series C Preferred Stock and Series A Preferred Stock, then the holders of all shares of Series C Preferred Stock and Series A Preferred Stock shall share ratably in such distribution of assets in

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accordance with the amount that would be payable on such distribution if the amounts to which the holders of outstanding shares of Series C Preferred Stock and Series A Preferred Stock are entitled were paid in full.

          (b) At any time, in the event of a sale or other disposition of all or substantially all of the assets of the Corporation, then:

                (1) first, the holders of the Series A Preferred Stock and Series C Preferred Stock shall receive for each share of such stock, in cash or in securities (including, without limitation, debt securities) received from the acquiring corporation, or a combination thereof, at the closing of any such transaction, an amount equal to the Investment Value specified in Section 4 of the Series A Certificate of Designation;

                (2) second, the holders of the Series B Preferred Stock shall receive the Investment Value per share on the date of full payment; and

                (3) third, holders of the Common Stock shall be entitled to receive the remaining proceeds of such transaction.

          Such payments shall be made by redemption or purchase of such shares by the Corporation. Before any payment or distribution is made to the holders of the Junior Stock, the full preferential amount stated in Section 4(b)(2) shall first be paid to the holders of the Series C Preferred Stock and Series A Preferred Stock. In the event the full amount of such payment is not paid to the holders of the Series C Preferred Stock and Series A Preferred Stock upon or immediately prior to such transaction in accordance herewith, then all cash and securities (including, without limitation, debt securities) to be distributed in respect of the proposed transaction to the holders of Series C Preferred Stock and Series A Preferred Stock shall be distributed ratably among the holders of the Series C Preferred Stock and Series A Preferred Stock.

          (c) Any securities or other property to be delivered pursuant to Section 4(b) shall be valued as follows:

                (1) Securities not subject to Securities Act of 1933 or other similar restrictions on free marketability:

     (A) If listed on a national securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the 20 consecutive trading days ending one trading day prior to the closing; if no sale occurs on a trading day, the mean between the closing bid and asked prices on such exchange on such trading day shall be substituted for the closing price on such trading day;

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     (B) If not listed on a national securities exchange, but quoted on the NASDAQ National Market, the value shall be deemed to be the average of the closing prices (or, if the securities are not quoted on the NASDAQ National Market but are regularly quoted on another NASD quotation system and there is an active public market for the securities, the mean between the highest bid and lowest asked prices) over the 20 consecutive trading days ending one trading day prior to the closing; and

     (C) If the securities are not listed on a national securities exchange or quoted on the NASDAQ National Market and are either not otherwise quoted on a NASD quotation system or there is no active public market therefor, the value shall be the fair market value thereof, as mutually determined by the Corporation and a Determinative Vote.

                (2) The method of valuation of securities subject to Securities Act of 1933 or other restrictions on free marketability shall be to make appropriate discount from the market value determined as above in paragraph (1)(A), (B) or (C) to reflect the approximate fair market value thereof, as mutually determined by the Corporation and a Determinative Vote;

                (3) All other securities or other property shall be valued at the fair market value thereof, as mutually determined by the Corporation and a Determinative Vote;

                (4) If the Corporation and a Determinative Vote are unable to reach agreement on any valuation matter, such valuation shall be submitted to and determined by a nationally recognized independent investment banking firm selected by the Board of Directors and a Determinative Vote (or, if such selection cannot be made, by a nationally recognized independent investment banking firm selected by the American Arbitration Association in accordance with its rules). The cost of such valuation and, if required, action by the American Arbitration Association shall be borne by the Corporation.

          (d) In the event the requirements of Section 4(b) are not complied with, the Corporation shall forthwith either:

                (1) Cause such closing to be postponed until such time as the requirements of this Section 4 have been complied with; or

                (2) Cancel such transaction, in which event the rights, preferences and privileges of the holders of the Series C Preferred Stock shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in Section 4(c).

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          (e) The Corporation shall give each holder of record of Series C Preferred Stock written notice of such impending transaction not later than twenty (20) days prior to the stockholders’ meeting called to approve such transaction, or twenty (20) days prior to the anticipated closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Section 4, and the Corporation shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than twenty (20) days after the Corporation has given the first notice provided for herein or sooner than ten (10) days after the Corporation has given notice of any material changes provided for herein; provided, however, that such periods may be shortened upon the written consent of the holders of a majority of the Series C Preferred Stock.

          (f) The provisions of this Section 4 are in addition to the protective provisions of Section 5.

     5. Voting Rights.

          (a) The holders of Series C Preferred Stock, except as otherwise required under Delaware law or as set forth herein, shall not be entitled or permitted to vote on any matter required or permitted to be voted upon by the stockholders of the Corporation.

          (b) Without the affirmative vote or consent of holders of a majority of the issued and outstanding shares of Series C Preferred Stock entitled to vote as provided in paragraph 5(c), voting or consenting, as the case may be, as one class, the Corporation shall not, in a single transaction or series of related transactions, consolidate or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to, any Person unless: (i) either (1) the Corporation shall be the surviving or continuing corporation or (2) the Person (if other than the Corporation) formed by such consolidation or into which the corporation is merged or the person that acquires by conveyance, transfer or lease all or substantially all of the properties and assets of the Corporation shall be a corporation organized and validly existing under the laws of the United States or any state thereof or the District of Columbia; (ii) the Series C Preferred Stock shall be converted into or exchanged for and shall become shares of such successor, transferee or resulting corporation, having in respect of such successor, transferee or resulting corporation the same powers, preferences and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon, that the Series C Preferred Stock had immediately prior to such transaction and (iii) each share of the Series C Preferred Stock shall receive substantially the same consideration, in form and amount, as a share of the Series A Preferred Stock in such transaction. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or

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substantially all of the properties or assets of one or more subsidiaries of the Corporation, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Corporation, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Corporation.

          (c) For purposes of any vote or consent of holders of Series C Preferred Stock, each share of Series C Preferred Stock shall entitle the holder thereof to cast one vote per share of Series C Preferred Stock held on the record date for determining the stockholders of the Corporation eligible to vote on the matters set forth in such paragraph 5(b). At any meeting of the holders of Series C Preferred Stock the presence in person or by proxy of the holders of at least a majority of the outstanding Series C Preferred Stock entitled under the terms of this paragraph 5(c) to vote at such meeting shall be required to constitute a quorum of such Series C Preferred Stock.

          (d) So long as any shares of the Series C Preferred Stock are outstanding, the Corporation shall not, and shall not permit any Subsidiary to, without the prior vote or written consent of holders of at least a majority of the outstanding shares of Series C Preferred Stock:

                (1) Increase or decrease (other than by redemption) the total number of authorized shares of Series C Preferred Stock;

                (2) Amend this Certificate of Designation; or

                (3) Enter into or carry out any agreement or transaction that would conflict with the Corporation’s obligations to the holders of the Series C Preferred Stock.

     6. Redemption.

          (a) Mandatory Redemption.

                (1) The Corporation shall, with a Determinative Vote, redeem the number of shares of Series C Preferred Stock on the earlier to occur of (A) a Change in Control or (B) the seventh anniversary of the Original Issue Date (the “Redemption Date”), at the Redemption Price hereinafter specified (a “Redemption”);

                (2) If the funds of the Corporation legally available for redemption of Series C Preferred Stock and Series A Preferred Stock on a Redemption Date are insufficient to redeem the number of shares to be redeemed pursuant to this subsection (a) on such date, those funds which are legally available will be used to redeem the maximum possible number of shares among the holders of the Series C Preferred Stock and Series A Preferred Stock ratably in accordance with the amount that would be payable in the Redemption if the amounts to which the holders of Series A Preferred Stock and Series C Preferred Stock are entitled were paid in full. At the earliest time thereafter when additional funds of the Corporation are legally available for redemption of Series C Preferred Stock and Series A Preferred Stock in the manner provided above, such funds will be immediately used to redeem the

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balance of the Series C Preferred Stock and Series A Preferred Stock which the Corporation has become obligated to redeem on such Redemption Date but which it has not yet redeemed; and

                (3) If fewer than all shares of Series C Preferred Stock are being redeemed, the redemption will be made ratably among all holders in proportion to the number of shares of Series C Preferred Stock held.

          (b) Redemption Price. The Redemption Price of the Series C Preferred Stock (the “Redemption Price”) shall be the Investment Value per share.

          (c) Redemption Notice. The Corporation shall, not less than thirty (30) days nor more than sixty (60) days prior to the Redemption Date, give written notice (“Redemption Notice”) to each holder of record of Series C Preferred Stock to be redeemed. The Redemption Notice shall state:

                (1) That all or a specified number of the outstanding shares of Series C Preferred Stock are to be redeemed and the total number of shares being redeemed;

                (2) The number of shares of Series C Preferred Stock held by the holder which the Corporation will redeem;

                (3) The Redemption Date and the Redemption Price; and

                (4) The time, place and manner in which the holder is to surrender to the Corporation the certificate or certificates representing the shares of Series C Preferred Stock to be redeemed.

          (d) Payment of Redemption Price and Surrender of Stock. On the Redemption Date, the Redemption Price of the Series C Preferred Stock scheduled to be redeemed or called for redemption shall be payable to the holders of the Series C Preferred Stock. On or before the Redemption Date, each holder of Series C Preferred Stock to be redeemed shall surrender the certificate or certificates representing such shares to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof, and each surrendered certificate shall be cancelled and retired.

          (e) Deposit of Funds. On or prior to the Redemption Date, the Corporation shall deposit with any bank or trust company, having a capital and surplus of at least $1 billion as a trust fund, a sum equal to the aggregate Redemption Price of all shares of the Series C Preferred Stock scheduled to be redeemed or called for redemption and not yet redeemed, with irrevocable instructions and authority to the bank or trust company to pay, on or after the Redemption Date or prior thereto, the Redemption Price to the respective holders upon the surrender of their share certificates. The deposit shall constitute full payment of the shares to their holders, and from and after the date of such deposit (even if prior to the Redemption Date), the shares shall be deemed to be redeemed and no longer outstanding, and the

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holders thereof shall cease to be stockholders with respect to such shares and shall have no rights with respect thereto, except the right to receive from the bank or trust company payment of the Redemption Price of the shares, without interest, upon surrender of their certificates therefor. Any monies so deposited and unclaimed at the end of one year from the Redemption Date shall be released or repaid to the Corporation, after which the holders of shares call for redemption shall be entitled to receive payment of the Redemption Price only from the Corporation.

     7. Reissuance of Series C Preferred Stock. Shares of Series C Preferred Stock that have been issued and reacquired in any manner, including shares purchased or redeemed or exchanged, shall (upon compliance with any applicable provisions of the laws of Delaware) have the status of authorized and unissued shares of preferred stock undesignated as to series and may be redesignated and reissued as part of any series of preferred stock (other than Series C Preferred Stock).

     8. Registration of Transfer. The Corporation shall keep at its principal office a register for the registration of Series C Preferred Stock. Upon the surrender of any certificate representing Series C Preferred Stock at such place, the Corporation shall, at the request of the record holder of such certificate, execute and deliver (at the Corporation’s expense) a new certificate or certificates in exchange therefor representing in the aggregate the number of shares represented by the surrendered certificate. Each such new certificate shall be registered in such name and shall represent such number of shares as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate, and dividends shall accrue on the Series C Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such Series C Preferred Stock represented by the surrendered certificate.

     9. Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing shares of any Series C Preferred Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation, or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at such stockholder’s expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate, and dividends shall accrue on the Series C Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such lost, stolen, destroyed or mutilated certificate.

     10. Definitions. As used in this Certificate of Designation, the following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires:

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     “Capital Stock” means, with respect to any Person, any and all shares, interests, participations, rights in, or other equivalents (however designated and whether voting or non-voting) of, such Person’s capital stock and any and all rights, warrants or options exchangeable for or convertible into such capital stock (but excluding any debt security that is exchangeable for or convertible into such capital stock).

     “Change in Control” means that a Person or Persons other than the holders of Common Stock as of the first date of issuance of Series C Preferred Stock become or becomes the beneficial or record holder or holders of a majority of the outstanding Common Stock.

“Common Stock” shall have the meaning ascribed to it in paragraph 2 hereof.

“Convertible Securities” means stock or other securities convertible into or exchangeable for, shares of Common Stock.

“Corporation” shall have the meaning ascribed to it in the first paragraph of this Resolution.

     “Dividend Rate” means (i) the Standard Dividend Rate unless the Corporation is in arrears at least six months in the payment of all or any portion of the Redemption Price of any shares of Series C Preferred Stock, and (ii) during any period in which the Corporation is in arrears at least six months in the payment of all or any portion of the Redemption Price, the Standard Dividend Rate plus an additional 2% per annum for each full six-month period in which any such arrears exists.

“Junior Stock” shall have the meaning ascribed to it in paragraph 2 hereof.

“Liquidation Preference” shall have the meaning ascribed to it in paragraph I hereof.

     “Person” means any individual, firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, governmental body or other entity of any kind.

“Series C Preferred Stock” shall have the meaning ascribed to it in paragraph 1 hereof.

     “Series A Certificate of Designation” means the Certificate of the Powers, Designations, Preferences and Rights of the Series A Preferred Stock.

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     “Series B Certificate of Designation” means the Certificate of the Powers, Designations, Preferences and Rights of the Series B Preferred Stock.

“Standard Dividend Rate” means 7% of the Liquidation Preference.

     “Subsidiary” means with respect to the Corporation, any Person of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Corporation or a Subsidiary of the Corporation.

     11. Amendment and Waiver. No amendment, modification or waiver shall be binding or effective with respect to any provision of Sections 1 to 11 hereof without the prior written consent of the holders of a majority of the Series C Preferred Stock outstanding at the time such action is taken. No amendment which would be adverse to the interests of the holders of the Common Stock, the Series A Preferred Stock or the Series B Preferred Stock shall be binding or effective to any holder of the Series A Preferred Stock, the Series B Preferred Stock or the Common Stock without the prior written consent of the holders of two-thirds of the Series A Preferred Stock, or a majority of the Series C Preferred Stock or the Common Stock, respectively.

* * *

     IN WITNESS WHEREOF, CASCADE ACQUISITION INC. has caused this certificate to be duly executed this April 8, 1998.

CASCADE ACQUISITION INC.
By:	/s/ Wyman C. Harris
	Name:	Wyman C. Harris
	Title:	President

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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:45 AM 09/29/2000
001493910 — 2875868

CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
CASCADE COOKIE COMPANY, INC.
INTO
CASCADE ACQUISITION INC.

*******

Cascade Acquisition Inc., a corporation organized and existing under the laws of Delaware,

DOES HEREBY CERTIFY:

FIRST: That this corporation was incorporated on the 25^th day of March, 1998, pursuant to the General Corporation Law of the State of Delaware.

SECOND: That this corporation owns all of the outstanding shares of the stock of Cascade Cookie Company, Inc., a corporation incorporated on the 15^th day of October, 1981, pursuant to the Washington Business Corporation Act of the State of Washington.

THIRD: That this corporation, by the following resolution of its Board of Directors, duly adopted by the unanimous written consent of its members, filed with the minutes of the Board on the 26^th day of September, 2000, determined to merge into itself said Cascade Cookie Company, Inc.:

RESOLVED, that Cascade Acquisition Inc. merge, and it hereby does merge into itself Cascade Cookie Company, Inc. and assumes all of its obligations;

FURTHER RESOLVED, that the merger shall be effective on September 30, 2000; and

FURTHER RESOLVED, that this corporation change its corporate name by changing Article One of the Certificate of Incorporation of this corporation to read as follows:

          FIRST: The name of the corporation is Cascade Cookie Company, Inc.

IN WITNESS WHEREOF, said Cascade Acquisition Inc. has caused this Certificate to be signed by W. E. Taylor, its Vice President this 27^th day of September, 2000.

CASCADE ACQUISITION INC.
By:	/s/ W. E. Taylor
	W. E. Taylor
	Vice President

AGREEMENT OF MERGER

AGREEMENT OF MERGER, dated this 24^th day of September, 2003, pursuant to Section 252 of the General Corporation Law of the State of Delaware, between Cascade Cookie Company, Inc., a Delaware corporation and Sugar Kake Cookie Inc., a New York corporation.

WITNESSETH that:

WHEREAS, all of the constituent corporations desire to merge into a single corporation; and

NOW, THEREFORE, the corporations, parties to this Agreement, in consideration of the mutual covenants, agreements and provisions hereinafter contained, do hereby prescribe the terms and conditions of said merger and mode of carrying the same into effect as follows:

     FIRST: Cascade Cookie Company, Inc., hereby merges into itself Sugar Kake Cookie Inc. and said Sugar Kake Cookie Inc., shall be and hereby is merged into Cascade Cookie Company, Inc., which shall be the surviving corporation.

     SECOND: The Certificate of Incorporation of Cascade Cookie Company, Inc. is amended as follows:

          FIRST: The name of the corporation is Sugar Kake Cookie Inc.

     THIRD: The authorized capital stock of each foreign corporation which is a party to the merger is as follows:

Corporation	Class	Number of Shares		Par Value Per Share
Sugar Kake Cookie Inc.	Common		990	No Par Value

     FOURTH: The terms and conditions of the merger are as follows:

     1. The by-laws of the surviving corporation as they shall exist on the effective date of this Agreement shall be and remain the by-laws of the surviving corporation until the same shall be altered, amended and repealed as therein provided.

Secretary of State
Division of Corporations
Delivered 02:32 PM 09/25/2003
FILED 02:13 PM 09/25/2003
SRV 030618194 — 2875868 FILE

     2. The directors and officers of the surviving corporation shall continue in office until the next annual meeting of stockholders and until their successors shall have been elected and qualified.

     3. This merger shall become effective on October 1, 2003.

     4. Upon the merger becoming effective, all the property, rights, privileges, franchises, patents, trademarks, licenses, registrations and other assets of every kind and description of the merged corporation shall be transferred to, vested in and devolve upon the surviving corporation without further act or deed and all property, rights, and every other interest of the surviving corporation and the merged corporation shall be as effectively the property of the surviving corporation as they were of the surviving corporation and the merged corporation respectively. The merged corporation hereby agrees from time to time, as and when requested by the surviving corporation or by its successors or assigns, to execute and deliver or cause to be executed and delivered all such deeds and instruments and to take or cause to be taken such further or other action as the surviving corporation may deem to be necessary or desirable in order to vest in and confirm to the surviving corporation title to and possession of any property of the merged corporation acquired or to be acquired by reason of or as a result of the merger herein provided for and otherwise to carry out the intent and purposes hereof and the proper officers and directors of the merged corporation and the proper officers and directors of the surviving corporation are fully authorized in the name of the merged corporation or otherwise to take any and all such action.

     FIFTH: Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and abandoned by the Board of Directors of any constituent corporation at any time prior to the time that this Agreement filed with the Secretary of State becomes effective. This Agreement may be amended by the Board of Directors of its constituent corporations at any time prior to the time that this Agreement filed with the Secretary of State becomes effective, provided that an amendment made subsequent to the adoption of the Agreement by the stockholders of any constituent corporation shall not (1) alter or change the amount or kind of shares, securities, cash, property and/or rights to be received in exchange for or on conversion of all or any of the shares of any class or series thereof of such constituent corporation, (2) alter or change any term of the Certificate of Incorporation of the surviving corporation to be effected by the merger, or (3) alter or change any of the terms and conditions of the Agreement if such alteration or change would adversely affect the holders of any class or series thereof of such constituent corporation.

     IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the approval and authority duly given by resolutions adopted by their respective Boards of Directors have caused these presents to be executed by the Vice President of each party hereto as the respective act, deed and agreement of said corporations on this 24^th day of September, 2003,

CASCADE COOKIE COMPANY, INC.
By:	/s/ W. E. Taylor
	W. E. Taylor
	Vice President
SUGAR KAKE COOKIE INC.
By:	/s/ W. E. Taylor
	W. E. Taylor
	Vice President

ASSISTANT SECRETARY CERTIFICATE

I, C. G. Huber. Jr., Assistant Secretary of Cascade Cookie Company, Inc., a corporation organized and existing under the laws of the state of Delaware, hereby certify, as such Assistant Secretary, that the Agreement of Merger to which this Certificate is attached, after having been first duly signed on behalf of the said corporation and having been signed on behalf of Sugar Kake Cookie Inc., a corporation of the State of New York, was duly adopted pursuant to section 228 of the General Corporation Law of the State of Delaware by the unanimous written consent of the stockholders holding all the shares of the capital stock of the corporation, same being 100% percentum of the shares issued and outstanding having voting power, which Agreement of Merger was thereby adopted as the act of the stockholders of said Cascade Cookie Company, Inc. and the duly adopted agreement and act of the said corporation.

     WITNESS, my hand on this 24^th day of September, 2003.

/s/ C. G. Huber, Jr.  

C. G. Huber, Jr. 

Assistant Secretary 

EX-3.36

Exhibit 3.36

BYLAWS
OF
SUGAR KAKE COOKIE INC.

* * *

ARTICLE I — SHAREHOLDERS

     Section 1. ANNUAL MEETING: The annual meeting of shareholders shall be held at the principal office of the Company, or at such other place either within or without the State of Delaware as the Directors may from time to time determine, on the Third Thursday in February, commencing with the year 2001, or if said day be a legal holiday, then on the next succeeding business day, to elect Directors and transact such other business a may properly come before the meeting.

     Section 2. SPECIAL MEETINGS: Special meetings of the shareholders may be called by the Board of Directors, the President or the Secretary, or in any other manner permitted by law; and each such meeting shall be held at such time, and at such place either within or without the State of Delaware as may be specified in the notice thereof.

     Section 3. QUORUM: At any meeting of shareholders, the holders of a majority of the outstanding shares entitled to vote thereat, and present in person or represented by proxy, shall constitute a quorum for all purposes. A majority in interest of the shareholders, present and entitled to vote at any meeting may adjourn the same from time to time without notice other than announcement at the meeting, and any business may be transacted at such meeting as originally notified.

     Section 4. NOTICE: Written notice stating the place, date and hour of the meeting and, in case of a special meeting the purpose or purposes for which the meeting is called, shall be delivered, either personally or by mail, to each shareholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

     Section 5. WAIVER OF NOTICE: Whenever notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a shareholder at a special meeting shall constitute a waiver of notice of such meeting, except where a shareholder attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any regular or special meeting need be specified in any written waiver of notice of such meeting.

     Section 6. ACTION WITHOUT MEETING: Any action required or permitted to be taken at a meeting of shareholders, may be taken without a meeting if authorized by the written consent of all shareholders entitled to vote. Such consent shall have the same effect as a unanimous vote.

ARTICLE II — DIRECTORS

     Section 1. ELECTION: The number of Directors which shall constitute the whole Board shall be three. The Directors shall be elected at the annual meeting of shareholders except as provided in Section 2 of this Article, and each Director elected shall hold office until his successor is elected and qualified or until his earlier removal or resignation. Directors need not be shareholders.

     Section 2. TENURE; VACANCIES: Any vacancy occurring in the Board of Directors may be filled by an affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors for a term of office continuing only until the next election of Directors by the shareholders.

     Section 3. POWERS: The business of the corporation shall be managed by the Board of Directors which may exercise all such powers and do all such lawful acts which they may deem necessary and appropriate for the expedient conduct and furtherance of the Company’s business.

     Section 4. MEETINGS: Meetings of the Board of Directors, regular or special, may be held either within or without the State of Delaware. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board. Special meetings may be held upon notice of each Director, either personally or by mail or by telegram.

     Section 5. QUORUM: A majority of the total number of Directors shall constitute a quorum at all meetings of the Board, and the act of the majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. At any meeting of Directors, whether or not a quorum is present, the Directors present thereat may adjourn the same from time to time without notice other than announcement at the meeting.

     Section 6. COMMITTEES: The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more Directors. Each such committee shall have the functions and powers as the Board may designate in accordance with the laws of Delaware. The Board shall have the power at any time to fill vacancies in, to change the size of membership of, or to dissolve, any one or more of such committees. Each such committee shall have such name as may be determined by the Board, and shall keep regular minutes of its proceedings and report the same to the Board of Directors for approval as required.

     Section 7. WAIVER OF NOTICE: Whenever notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Director at a special meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any regular or special meeting need be specified in the waiver of notice of such meeting.

     Section 8. ACTION WITHOUT MEETING: Any action required or permitted to be taken at a meeting of the Board of Directors or of a committee of the Board of Directors, may be taken without a meeting if a consent in writing shall be signed by all of the members of the Board or of such a committee. Such consent shall have the same effect as a unanimous vote.

     Section 9. COMPENSATION: The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting or a stated salary as Director. No such payment shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE III — OFFICERS

     Section 1. ELECTION: The officers of the corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors may also choose additional or assistant officers. Any number of offices may be held by the same person.

     Section 2. TENURE; VACANCIES: The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board. Any vacancy occurring in any office shall be filled by the Board of Directors.

     Section 3. DUTIES; COMPENSATION: The duties and salaries of each officer shall be established by resolution of the Board of Directors.

ARTICLE IV — CAPITAL STOCK

     Section 1. STOCK CERTIFICATES: All certificates of stock of the Company shall be signed by the Chairman or Vice Chairman of the Board of Directors, or the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer

or an Assistant Treasurer of the Company and shall bear the corporate seal of the Company. To the extent permitted by law, the signatures of such officers, and the corporate seal, appearing on certificates of stock, may be facsimile, engraved or printed. In case any such officer who signed or whose facsimile signature appears on any such certificate shall have ceased to be such officer before the certificate is issued, such certificate may nevertheless be issued by the Company with the same effect as if such officer had not ceased to be such officer at the date of its issue.

     The Company shall not issue a certificate for a fractional share; however, the Board of Directors may issue, in lieu of any fractional share, scrip or other evidence of ownership upon such terms and conditions as it may deem advisable.

     All certificates of stock of each class and series shall be numbered appropriately.

     Section 2. RECORD OWNERSHIP: The corporate shall maintain a record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue and the number thereof. The Company shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof, and accordingly it will not be bound to recognize any equitable or other claim of interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

     Section 3. TRANSFERS: Transfers of stock shall be made on the books of the Company only by direction of the person named in the certificate, or by an attorney lawfully constituted in writing, and upon the surrender of the certificate therefor.

     Section 4. TRANSFER AGENTS; REGISTRARS: The Board of Directors may, by resolution, from time to time appoint one or more Transfer Agents that may be officers or employees of the Company, to make transfers of shares of stock of the Company, and one or more Registrars to register shares of stock issued by or on behalf of the Company. The Board of Directors may adopt such rules as it may deem expedient concerning the issue, transfer and registration of stock certificates of the Company.

     Section 5. LOST CERTIFICATES: Each person whose certificate of stock has been lost, stolen or destroyed shall be entitled to have a replacement certificate issued in the same name and for the same number of shares as the original certificate, provided that such person has first filed with such officers of the Company, Transfer Agents or Registrars, as the Board of Directors may designate, an affidavit stating that such certificate was lost, stolen or destroyed and a bond of indemnity, each in the form and with such provisions as such officers, Transfer Agents or Registrars may reasonably deem satisfactory.

     Section 6. TRANSFER BOOKS; RECORD DATES: The Board of Directors shall have power to close the stock transfer books of the Company as permitted by law; provided, however, that in lieu of closing the said books, the Board of Directors may fix

in advance a date, not exceeding sixty days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights or the date when any change or conversion or exchange of shares shall go into effect, as a record date when any determination of the shareholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights or to exercise the rights in respect of any such change, conversion or exchange of shares, and in such case such shareholders and only such shareholders as shall be shareholders of record on the date of closing the transfer books or on the record date so fixed shall be entitled to notice of, and to vote at, such meeting, and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Company after such date of closing of the transfer books or such record date fixed as aforesaid.

ARTICLE V — INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

     The Company may indemnify any person who is or was a Director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any civil, criminal, administrative or investigative action, suit, proceeding or claim, to the full extent and in the manner permitted by law.

ARTICLE VI — MISCELLANEOUS PROVISIONS

     Section 1. SEAL: The corporate seal of the Company shall be circular and have inscribed thereon the words “Corporate Seal Delaware” and may also have inscribed thereon the name of the corporation and the date of incorporation; an impression of the same is set forth hereon.

     Section 2. FISCAL YEAR: The fiscal year of the Company shall begin with the first day of October and end on the thirtieth day of September in each year.

     Section 3. AMENDMENTS: These Bylaws may be restated, amended or repealed by a majority vote of the Board of Directors.

EX-3.37

Exhibit 3.37

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

THE BUN BASKET, INC.

     Pursuant to the provisions of the Michigan Business Corporation Act, as amended, being Act 284 of the Public Acts of 1972, as amended (“Act”), the undersigned corporation executes the following Amended and Restated Articles of Incorporation:

     1. The present name of the corporation is The Bun Basket, Inc.

     2. The corporation identification number (CID) assigned by the Michigan Department of Commerce, Corporation and Securities Bureau, Corporation Division (“Bureau”) is 072-053.

     3. The date of filing the Original Articles of Incorporation was August 26, 1981 (“Original Articles of Incorporation”).

     The following Amended and Restated Articles of Incorporation supersede the original Articles of Incorporation and shall be the Articles of Incorporation for the corporation.

Article 1

Name

     The name of the corporation is The Bun Basket, Inc.

Article 2

Purpose

     The purpose or purposes for which the Corporation is formed is to engage in any activity within the purposes for which corporations may be formed under the Act.

Article 3

Authorized Shares

     The total number of shares of capital stock which the Company shall have authority to issue is 1,520,000 which are divided into two (2) classes as follows:

GOLD SEAL APPEARS ONLY ON ORIGINAL

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(a) 20,000 shares of Series A Preferred Stock, with the rights and preferences designated in Part A below (the “Preferred Stock”); and

(b) 1,500,000 shares of Common Stock, with the rights and preferences designated in Part B below (the “Common Stock”).

     PART A. Terms Applicable to Preferred Stock

     Section 3A.1. Liquidation.

     3A.1.1 Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, each holder of Preferred Stock will be entitled to be paid, before any distribution or payment is made upon any Junior Securities, an amount in cash equal to the aggregate Liquidation Value of all shares of Preferred Stock held by such holder, plus all accrued and unpaid dividends thereon.

     3A.1.2. Insufficient Funds. If upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the cash and other property available for distribution to the stockholders of the Company (the “Distributable Funds”) shall be insufficient to permit the payment to the holders of Preferred Stock of the full preferential amount set forth in Section 3A.1.1 above, then the Distributable Funds shall be distributed to the holders of Preferred Stock, ratably in proportion to the number of shares of Preferred Stock held by each such holder on the date of liquidation, dissolution or winding up of the Company. The value of property other than cash and securities shall be its fair market value as reasonably determined by the Board.

     3A.1.3 Remaining Funds. If any of the Distributable Funds shall remain after the payment to the holders of Preferred Stock of the full preferential amount set forth in Section 3A.1.1 above, then such remainder shall be distributed ratably to the holders of Common Stock.

     3A.1.4 Notice. The Company will mail written notice of any liquidation, dissolution or winding up, not less than 30 days prior to the payment date stated therein, to each record holder of Preferred Stock.

     Section 3A.2. Dividends.

     3A.2.1 General Obligation.

          (a) When and as declared by the Board and to the extent legally permissible, the Company will pay preferential dividends as provided in this Section to the holders of the Preferred Stock.

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Except as otherwise provided herein, dividends on each share of Preferred Stock will accrue cumulatively on a quarterly basis at the rate of ten percent (10%) per annum of the Liquidation Value thereof, from and including the date of issuance of such Preferred Stock. Such dividends will accrue and accumulate whether or not they have been declared and whether or not there are profits, surplus or other funds of the Company legally available for the payment of dividends. Such dividends shall be cumulative such that all accrued and unpaid dividends after the date hereof shall be fully paid or declared with funds irrevocably set apart for payment before any dividend, distribution or payment may be made with respect to any Junior Securities. The date on which the Company initially issues any Preferred Stock will be deemed to be its “date of issuance” regardless of the number of times transfer of such Preferred Stock is made on the stock records maintained by or for the Company and regardless of the number of certificates which may be issued to evidence such Preferred Stock.

          (b) March 31, June 30, September 30 and December 31 of each year shall constitute “Dividend payment Dates” for purposes hereof. Commencing upon the earlier of: (i) January 1, 2002, or (ii) such other date as the Board shall determine, all dividends accrued and unpaid on a Dividend Payment Date shall be due and payable to the holders of the Preferred Stock on such Dividend Payment Dates. To the extent not paid on each Dividend Payment Date (which non-payment shall not constitute an Event of Noncompliance as defined in Section 3A.4.7 until the date(s) set for redemption as set forth in Sections 3A.4.1 through 3A.4.3) all dividends which have accrued on each share of Preferred stock shall be accumulated and shall remain accumulated and unpaid dividends with respect to such share of Preferred Stock until paid. Interest at the rate of ten percent (10%) per annum shall accrue and be paid on all accrued and unpaid dividends.

     3A.2.2 Distribution of Partial Dividend Payments. If at any time the Company declares less than the total amount of dividends then accrued with respect to the Preferred Stock, such dividends will be payable to the holders of the Preferred stock, ratably in proportion to the number of shares of Preferred Stock held by each such holder on the date such dividends were declared.

     Section 3A.3. Voting Rights. The Preferred Stock shall not have any voting rights.

     Section 3A.4. Redemptions.

     3A.4.1 Redemption Events.

          (a) Optional Redemption. At any time the Company may elect to redeem all or any portion of the Preferred Stock in increments of $500,000 or more held by a holder at a price per

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share equal to the Liquidation Value thereof plus any accrued and unpaid dividends thereon (the “Redemption Price”).

          (b) Mandatory Redemption. At the earlier of (i) the completion of a Public Offering in which the gross proceeds raised are $10 million or more (a “Qualified Public Offering”) , (ii) the Sale of the Company, or (iii) January 1, 2005, the Company shall redeem all of the Preferred Stock held by a holder at the Redemption Price.

     3A.4.2 Notice of Redemption. The Company will mail written notice of any redemption, not less than 60 days prior to the redemption date stated therein, to each recordholder of Preferred Stock (a “Redemption Notice”) ; provided, however, that in connection with a redemption consummated in connection with a Qualified Public Offering, a Redemption Notice shall only be required to be mailed as contemplated by the Qualified Public Offering.

     3A.4.3 Redemption Payment. For each share of Preferred Stock that is to be redeemed, the Company shall be obligated to pay to the holder thereof (upon surrender by such holder at the Company’s principal office of the certificate representing such Preferred Stock) an amount in immediately available funds equal to the Redemption Price of such Preferred Stock. If the funds of the Company legally available for redemption of the Preferred Stock on such date (a “Redemption Date”) are insufficient to redeem the total number of shares of Preferred Stock to be redeemed on such date, those funds which are legally available shall be used first, to pay any and all accrued and unpaid dividends on the Preferred Stock to be redeemed, and thereafter, to redeem the Preferred Stock to the redeemed on such Redemption Date, paid to the holders of the Preferred Stock ratably in proportion to the number of shares of Preferred Stock held by each such holder on the Redemption Date. At any time thereafter when additional funds of the Company are legally available for the redemption of Preferred Stock, such funds shall immediately be used to redeem the balance of the Preferred Stock which the Company had become obligated to redeem but had not redeemed (including any dividends accrued but unpaid since the Redemption Date), paid to the holders of the Preferred Stock ratably in proportion to the number of shares of Preferred Stock held by each such holder on the date such funds become legally available. In case fewer than the total number of shares of Preferred Stock represented by any certificate are redeemed, a new certificate representing the number of shares of unredeemed Preferred Stock shall be issued to the holder thereof without cost to such holder within three (3) business days after surrender of the certificate representing the redeemed Preferred Stock-

     3A.4.4 Determination of Each Holder‘s Series A Preferred Stock to be Redeemed. The number of shares of Preferred Stock to be redeemed from each holder thereof in redemptions under Section

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3A.4.1 shall be the number of shares of Preferred Stock equal to (i) the total number of shares of Preferred Stock to be redeemed from all holders of Preferred Stock, times (ii) the quotient derived by dividing the total number of shares of Preferred Stock then held by such holder by the total number of shares of Preferred Stock then outstanding.

     3A.4.5 No Rights After Redemption. No shares of Preferred Stock are entitled to any dividends declared after the date on which the full Redemption Price of such Preferred Stock plus all accrued and unpaid dividends thereon is paid to the holder thereof. On such date all rights of the holder of such Preferred Stock shall cease, and such Preferred Stock shall no longer be deemed to be outstanding.

     3A.4.6 Redeemed or Otherwise Acquired Stock. Any Preferred Stock that are redeemed or otherwise acquired by the Company shall be considered authorized but unissued shares.

     3A.4.7 Events of Noncompliance.

          (a) An Event of Noncompliance shall be deemed to have occurred:

          (i) If the Company fails to make any payment with respect to the Preferred Stock that it is obligated to make hereunder (and such failure continues for a period of thirty (30) days after the Company receives notice of the occurrence thereof);

          (ii) If the Company makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due; or an order, judgment or decree is entered adjudicating the Company bankrupt or insolvent, or any order for relief with respect to the Company is entered under the United States Bankruptcy Code; or the Company petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of the Company, or of any substantial part of the assets of the Company, or commences any proceeding relating to the Company under any bankruptcy reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; or any such petition or application is filed, or any such proceeding is commenced, against the Company and either (x) the Company by any act indicates its approval thereof, consent thereto or acquiescence therein or (y) such petition, application or proceeding is not dismissed within sixty (60) days.

          (b) If any Event of Noncompliance shall have occurred, the holders of a majority of the Preferred Stock then outstanding may demand by written notice delivered to the Company immediate

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redemption of all or any portion of the Preferred Stock owned by such holder or holders at a price per share equal to the Redemption Price. The Company shall give prompt written notice of any such election to the other holders of Preferred Stock (but in any event within five days after the receipt of the initial demand for redemption), and each such other holder may demand immediate redemption of all or any portion of such holder’s Preferred Stock by giving written notice thereof to the Company within seven (7) days after receipt of the Company’s notice. If any holder or holders of the Preferred Stock demands immediate redemption of all or any portion of such holder’s Preferred Stock pursuant to the terms of this Section 3A. 4.7, the Company shall pay to such holder or holders the aggregate Redemption Price of the Preferred Stock requested to be redeemed by such holder or holders within ten (10) days after receipt of the initial demand for redemption; provided that if at any time after the requisite number of holders of Preferred Stock shall have demanded immediate redemption pursuant to this Section 3A.4.7, such holders may, by written notice to the Company, rescind and annul such demand for immediate redemption and its consequences.

     Section 3A.5. Miscellaneous.

     3A.5.1 Registration of Transfer. The Company will keep at its principal office a register for the registration of Preferred Stock. Upon the surrender of any certificate representing Preferred Stock at such place, the company will, at the request of the record holder of such certificate, execute and deliver (at the Company’s expense, excluding taxes imposed on such issuance) a new certificate or certificates in exchange therefor representing in the aggregate the number of shares of Preferred Stock represented by the surrendered certificate. Each such new certificate will be registered in such name and will represent such number of shares of Preferred Stock as is requested by the holder of the surrendered certificate and will be substantially identical in form to the surrendered certificate, and dividends will accrue on the Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such Preferred Stock represented by the surrendered certificates.

     3A.5.2 Replacement. Upon receipt of evidence reasonably satisfactory to the Company (an affidavit of the registered holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing Preferred Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Company (provided that if the holder is an institutional investor its own agreement will be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Company will (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of Preferred Stock of such class represented by such lost, stolen,

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destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate, and dividends will accrue on the Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such lost, stolen, destroyed or mutilated certificate.

     3A.5.3 Amendment and Wavier. No amendment, modification or waiver will be binding or effective with respect to any provision of Part A of these Articles without the prior written consent of the holders of at least fifty-one percent (51%) of the Preferred Stock outstanding at the time such action is taken; provided, that no action will discriminate against any holder of Preferred Stock other than as a result of a difference in the number of shares of Preferred Stock held by such holders.

     3A.5.4 Notices. Except as otherwise expressly provided, all notices referred to herein will be in writing and will be delivered by registered or certified mail, return receipt requested, postage prepaid and will be deemed to have been given when so mailed (a) to the Company, at its principal executive offices and (b) to any stockholder, at such holder’s address as it appears in the stock records of the Company (unless otherwise indicated in writing, by such holder).

     PART B. Terms Applicable to Common Stock

     Section 3B.1. Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company and after the payment of any preferential amounts to be distributed to the holders of Preferred Stock, the remaining Distributable Funds shall be distributed to the holders of Common Stock, ratably in proportion to the number of shares of Common Stock that each such holder holds.

     Section 3B.2. Dividends. The Board may declare a dividend or distribution upon the Common Stock only at such time as the preferential dividends upon the Preferred Stock to the extent such stock may be entitled thereto, shall have been paid or declared and set apart for payment. Dividends or distributions so declared by the Board shall be paid to the holders of Common Stock ratably in proportion to the number of shares of such Common Stock held by each such holder on the date as of which the holders of such Common Stock of record entitled to receive such dividends or distribution were determined.

     Section 3B.3. Voting Rights.

          (a) Except as otherwise provided by law and the Company’s Bylaws and Stockholders Agreement, the shares of Common Stock shall have voting rights and the registered holders of such shares shall be entitled to receive notice of all meetings of the

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stockholders of the Company and to one vote for each share of Common Stock standing in the name of the holder on the books of the Company on each and every matter to come before the stockholders for vote or decision.

     Section 3B.4. Dissolution. The holders of the Common Stock, by majority vote, may require dissolution of the Company, at will and at any time. The holders of the Common Stock who voted in favor of the Company’s dissolution may elect from amongst themselves one person who is authorized and empowered to execute and file on behalf of the Company a certificate of dissolution and such other documents and/or certificates as are necessary or desirable to effectuate the Company’s dissolution.

     PART C. Definitions

     “Board” means the Company’s Board of Directors.

     “Junior Securities” means any equity securities of the Company other than the Preferred Stock.

     “Person” means an individual, a partnership, a company, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

     “Public Offering” means any offering by the Company of its equity securities to the public pursuant to an effective registration statement under the Securities Act of 1933, as then in effect, or any comparable statement under any similar federal statute then in force.

     “Qualified Public Offering” has the meaning set forth for such term in Section 3A.4.1(b) above.

     “Sale of the Company” means the sale, transfer or other disposition (including by merger, consolidation or other business combination), by the Company of (i) all of the equity securities of the Company or (ii) all or substantially all of the assets of the Company and its subsidiaries determined on a consolidated basis.

     “Liquidation Value” of any share of Preferred Stock as of any particular date will be equal to $450.00 (adjusted for any divisions, whether by stock split, stock dividend or otherwise, or combinations, whether by reverse stock split or otherwise, of the preferred Stock).

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Article 4

Registered Office and Resident Agent

     The street address and mailing address of the corporation’s initial registered office and the name of the Corporation’s resident agent at that address are:

     Name of Resident Agent: Frederick P. Spica

Street Address and
Mailing Address of
Registered Office: 1661 28th Street, S.W.

Grand Rapids, MI 49508

Article 5

Other Provisions

5.1 Personal Liability of Directors. A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for a breach of fiduciary duty as a director. However, this provision does not eliminate or limit the liability of a director for any of the following:

     (a) Any breach of the director’s duty of loyalty to the Corporation or its shareholders;

     (b) Any acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

     (c) A violation of Section 551(1) of the Act;

     (d) A transaction from which the director derived an improper personal benefit; or

     (e) An act or omission occurring before the effective date of these Amended and Restated Articles of Incorporation.

     Any repeal, amendment or other modification of this Section shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal, amendment or other modification. If the Act is amended after this Section becomes effective to authorize corporate action further eliminating or limiting personal liability of directors, then the liability of directors shall be eliminated or limited to the fullest extent permitted by the Act as so amended.

5.2 Action by Written Consent. Any action required or permitted by the Act to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice

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and without a vote, if consents in writing, setting forth the action so taken, are signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The written consents shall bear the date of signature of each shareholder who signs the consent. No written consents shall be effective to take the corporate action referred to unless, within sixty (60) days after the record date for determining shareholders entitled to express consent to or to dissent from a proposal without a meeting, written consents signed by a sufficient number of shareholders to take the action are delivered to the Corporation. Delivery shall be to the Corporation’s registered office, its principal place of business, or an officer or agent of the corporation having custody of the minutes of the proceedings of its shareholders. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent shall be given to shareholders who have not consented in writing.

5.3 Reorganization. When a compromise or arrangement or a plan of reorganization of the Corporation is proposed between the Corporation and its creditors or any class of them, or between the Corporation and its shareholders or any class of them, a court of equity jurisdiction within the state, on application of the Corporation or of a creditor or shareholder thereof, or on application of a receiver appointed for the Corporation, may order a meeting of the creditors or class of creditors, or of the shareholders or class of shareholders, to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as the court directs. If a majority in number representing three-fourths (3/4) in value of the creditors or class of creditors, or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or a reorganization, agree to a compromise or arrangement or a reorganization of the Corporation as a consequence of the compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the shareholders or class of shareholders, and also on the Corporation.

5.4 Merger/Dissolution. The Corporation shall not merge with another corporation, agree to a share exchange, sell, lease, exchange or otherwise dispose of all, or substantially all of its assets, other than in the usual and regular course of its business, or voluntarily dissolve and liquidate its assets, without the affirmative vote or written consent of the holders of a majority of the issued and outstanding shares entitled to vote thereon.

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5.5 Indemnification. The Corporation shall indemnify its directors, officers, employees, and agents to the full extent permitted under the Act.

5.6 Amendment. The Corporation reserves the right to amend or repeal any provision contained in these Amended and Restated Articles of Incorporation and to add additional articles hereto, in the manner now or hereafter prescribed by statute and all rights conferred upon shareholders herein are granted subject to this reservation. Except as a greater voting requirement may be specified by a provision of the Act, these Amended and Restated Articles of Incorporation may be amended only by the affirmative vote or written consent of the holders of a majority of the issued and outstanding shares of the Corporation entitled to vote.

Article 6

Duration of Corporation

     The duration of the Corporation is perpetual.

Article 7

Effective Date

     The effective date of these Amended and Restated Articles of Incorporation shall be August 31, 1998.

     These Amended and Restated Articles of Incorporation were duly adopted on August 25, 1998, by the written consent of all of the shareholders entitled to vote in accordance with Section 407(2) of the Act.

     The undersigned, being the President of The Bun Basket, Inc. has signed these Amended and Restated Articles of Incorporation on August 25, 1998.

The Bun Basket, Inc.,      a Michigan corporation
By:	/s/ Robert W. Spica
	Robert W. Spica, President

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Prepared by and after
filing return to:
Michael Campbell
Miller, Canfield, Paddock and stone
1200 Campau Square Plaza Building
99 Monroe Avenue, N.W.
Grand Rapids, MI 49503
(616) 454-8656

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Michigan Department of Consumer and Industry Services

Filing Endorsement

This is to Certify that the CERTIFICATE OF CORRECTION — CORPORATION

for

THE BUN BASKET INC.

ID NUMBER: 072053

received by facsimile transmission on March 17, 2000 is hereby endorsed

Filed on March 17, 2000 by the Administrator.

The document is effective on the date filed, unless a
subsequent effective date within 90 days after
received date is stated in the document.

Effective Date: March 31, 1998.

In testimony whereof, I have hereunto set my hand and affixed the Seal of the Department, in the City of Lansing, this 17th day of March, 2000.
, Director
Corporation, Securities and Land Development Bureau

Mar-17-00 12.36m From-MILLER CANFIELD +6167766322 T-859 P 02/02 F-820

C&S 518 (8/96)

MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES — CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU

Date Received (FOR BUREAU USE ONLY)

Name Michael Campbell, Esq. EFFECTIVE DATE:

Address 1200 Campau Square, 99 Monroe Ave NW

City            State            Zip

Grand Rapids MI 49503

Document will be returned to the name and address you enter above.

CERTIFICATE OF CORRECTION

For use by Corporations and Limited Liability Companies (Please read information and instructions on last page)

Pursuant to the provisions of Act 284, Public Acts of 1972, (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23, Public Acts of 1993 (limited liability companies), the undersigned corporation or limited liability company executes the following Certificate :

1. The name of the corporation or limited liability company is : The Bun Basket, Inc.

The identification number assigned by the Bureau is : 072-053

3.The corporation or limited liability company is formed under the laws of the State of Michigan

4. That Amended and Restated Articles of Incorporation

(Title Of Document Being Corrected)

were filed by the Company effective August 31, 1998 and that said document requires correction.

5. Describe the inaccuracy or defect contained in the above named document:

Article 3, Section 3a.4.1(b) contained an erroneous provision requiring mandatory redemption of the preferred shares of the Company.

6. The Document is corrected as follows :

Article 3, Section 3a.4.1(b) is deleted in its entirely and replaced with the following:

(b) Mandatory Redemption. At the earlier of (i) the completion of a public offering in which the gross proceeds raised are $10 million or more (a “Qualified Public Offering”), or (ii) the sale of the Company, the Company shall redeem all of the Preferred Stock held by a holder at the Redemption Price.

READ INSTRUCTION #7 Signed this 15^th day of March, 2000 BEFORE SIGNING By:

Robert W. Spica, President

(Type or print name and title)

BCSCD-520 (Reg. 7/03)

MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU

(FOR BUREAU USE ONLY)

Date Received APR 18 2000

This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.

FILED APR 18 2000

Administrator CORP. SECURITIES & LAND DEV. BUREAU

EFFECTIVE DATE:

Name 517-663-2525 Ref # 02976

Address Attn: Cheryl J. Bixby MICHIGAN RUNNER SERVICE ___ P.O. BOX 266 Zip Code City            Eaton Rapids, MI 48827

Document will be returned to the name and address you enter above. If left blank document will be mailed to the registered office.

CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT For use by Domestic and Foreign Corporations and Limited Liability Companies (Please read information and instructions on reverse side)

Pursuant to the provisions of Act 284, Public Acts of 1972(profit corporations), Act 162, Public

Acts of 1982(nonprofit corporations),or Act 23, Public Acts of 1993(limited liability companies), the undersigned corporation or limited liability company executes the following Certificate:

1. The name of the corporation or limited liability company is:

THE BUN BASKET, INC.

2. The identification number assigned by the Bureau is: 072053

3. a. The name of the resident agent on file with the Bureau is: FREDERICK P. SPICA

b. The location of the registered office on file with the Bureau is:

1661 28^TH STREET S.W., GRANT RAPIDS, MICHIGAN 49508 (Street Address) (City) (Zip Code)

c. The mailing address of the above registered office on file with the Bureau is:

SAME            Michigan (Street Address or P.O. Box ) (City) (Zip Code)

ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD

4. a. The name of the resident agent is: CSC-LAWYERS INCORPORATING SERVICE (COMPANY)

b. The address of the registered office is:

601 ABBOTT ROAD, EAST LANSING, Michigan 48823 (Street Address) (City) (Zip Code)

c. The mailing address of the above registered office IF DIFFERENT THAN 4B is:

SAME            Michigan (Street Address or P.O. Box ) (City) (Zip Code)

5. The above changes were authorized by resolution duly adopted by: 1. ALL CORPORATIONS: Its Board of Directors; 2. PROFIT CORPORATIONS ONLY: the resident agent if only the address of the registered office is changed, in which case a copy of this statement has been mailed to the corporation; 3. LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a majority of the members pursuant to section 502(1), managers pursuant to section 405, or the resident agent if only the address of the registered office is changed.

6. The corporation or limited liability company further states that the address of its registered office and the address of its resident agent, as changed, are identical.

Signature Type or Print Name and Title Date Signed

GOLD SEAL APPEARS ONLY ON ORIGINAL

BCSCD-520 (Reg. 7/03) MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES BUREAU OF COMMERCIAL SERVICES (FOR BUREAU USE ONLY) Date Received DEC 17 2003 This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. FILED DEC 18 2003 Administrator BUREAU OF COMMERCIAL SERVICES Ph. 517-663-2525 Ref # 37032 Attn: Cheryl J. Bixby MICHIGAN RUNNER SERVICE P.O. BOX 266 Eaton Rapids, MI 48827 EFFECTIVE DATE: Document will be returned to the name and address you enter above. If left blank document will be mailed to the registered office. CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT For use by Domestic and Foreign Corporations and Limited Liability Companies (Please read information and instructions on reverse side) Pursuant to the provisions of Act 284, Public Acts of 1972(profit corporations), Act 162, Public Acts of 1982(nonprofit corporations),or Act 23, Public Acts of 1993(limited liability companies), the undersigned corporation or limited liability company executes the following Certificate: 1. The name of the corporation or limited liability company is: The Bun Basket, Inc 2. The identification number assigned by the Bureau is: 072053 3. a. The name of the resident agent on file with the Bureau is: CSC-Lawyers Incorporating Service (Company) b. The location of the registered office on file with the Bureau is: 601 Abbott Rd. East Lansing, Michigan 48823 (Street Address) (City) (Zip Code) c. The mailing address of the above registered office on file with the Bureau is: Michigan (Street Address or P.O. Box ) (City) (Zip Code) ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD 4. a. The name of the resident agent is: The Corporation Company b. The address of the above registered office is: 30600 Telegraph Road, Bingham Farms, Michigan 48025 (Street Address) (City) (Zip Code) c. The mailing address of the registered office IF DIFFERENT THAN 4B is: Michigan (Street Address or P.O. Box ) (City) (Zip Code) 5. The above changes were authorized by registered by resolution duly adopted try: 1. ALL CORPORATIONS: Its Board of Directors:2. PROFIT CORPORATIONS ONLY, the resident agent if only the address of the registered office is changed, in which case a copy of this statement has been mailed to the corporation; 3. LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a majority of the members pursuant to section 502(1), managers pursuant to section 405, or the resident agent if only the address of the registered office is changed. 5. The corporation or limited liability company further states that the address of its registered office and the address of its resident agent, as changed, are identical. Signature Type or Print Name and Title or Capacity Date Signed C. G. HUBER, Jr., Secretary 12/5/03 GOLD SEAL APPEARS ONLY ON ORIGINAL 156853 acreick

EX-3.38

Exhibit 3.38

BYLAWS
OF
THE BUN BASKET, INC.
***

ARTICLE I — SHAREHOLDERS

     Section 1. ANNUAL MEETING: The annual meeting of shareholders shall be held at the principal office of the Company, or at such other place either within or without the State of Michigan as the Directors may from time to time determine, on the First Thursday in February, or if said day be a legal holiday, then on the next succeeding business day, to elect Directors and transact such other business as may properly come before the meeting.

     Section 2. SPECIAL MEETINGS: Special meetings of the shareholders may be called by the Board of Directors, the President or the Secretary, or in any other manner permitted by law; and each such meeting shall be held at such time, and at such place either within or without the State of Michigan as may be specified in the notice thereof.

     Section 3. QUORUM: At any meeting of shareholders, the holders of a majority of the outstanding shares entitled to vote thereat, and present in person or represented by proxy, shall constitute a quorum for all purposes. A majority in interest of the shareholders, present and entitled to vote at any meeting may adjourn the same from time to time without notice other than announcement at the meeting, and any business may be transacted at such meeting as originally notified.

     Section 4. NOTICE: Written notice stating the place, date and hour of the meeting and, in case of a special meeting the purpose or purposes for which the meeting is called, shall be delivered, either personally or by mail, to each shareholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

     Section 5. WAIVER OF NOTICE: Whenever notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a shareholder at a special meeting shall constitute a waiver of notice of such meeting, except where a shareholder attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any regular or special meeting need be specified in any written waiver of notice of such meeting.

     Section 6. ACTION WITHOUT MEETING: Any action required or permitted to be taken at a meeting of shareholders, may be taken without a meeting if authorized by the written consent of all shareholders entitled to vote. Such consent shall have the same effect as a unanimous vote.

ARTICLE II — DIRECTORS

     Section 1. ELECTION: The number of Directors, which shall constitute the whole Board, shall be three. The Directors shall be elected at the annual meeting of shareholders except as provided in Section 2 of this Article, and each Director elected shall hold office until his successor is elected and qualified or until his earlier removal or resignation. Directors need not be shareholders.

     Section 2. TENURE; VACANCIES: Any vacancy occurring in the Board of Directors may be filled by an affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors for a term of office continuing only until the next election of Directors by the shareholders.

     Section 3. POWERS: The business of the corporation shall be managed by the Board of Directors which may exercise all such powers and do all such lawful acts which they may deem necessary and appropriate for the expedient conduct and furtherance of the Company’s business.

     Section 4. MEETINGS: Meetings of the Board of Directors, regular or special, may be held either within or without the State of Michigan. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board. Special meetings may be held upon notice of each Director, either personally or by mail or by telegram.

     Section 5. QUORUM: A majority of the total number of Directors shall constitute a quorum at all meetings of the Board, and the act of the majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. At any meeting of Directors, whether or not a quorum is present, the Directors present thereat may adjourn the same from time to time without notice other than announcement at the meeting.

     Section 6. COMMITTEES: The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more Directors. Each such committee shall have the functions and powers as the Board may designate in accordance with the laws of Michigan. The Board shall have the power at any time to fill vacancies in, to change the size of membership of, or to dissolve, any one or more of such committees. Each such committee shall have such name as may be determined by the Board, and shall keep regular minutes of its proceedings and report the same to the Board of Directors for approval as required.

     Section 7. WAIVER OF NOTICE: Whenever notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Director at a special meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any regular or special meeting need be specified in the waiver of notice of such meeting.

     Section 8. ACTION WITHOUT MEETING: Any action required or permitted to be taken at a meeting of the Board of Directors or of a committee of the Board of Directors, may he taken without a meeting if a consent in writing shall be signed by all of the members of the Board or of such a committee. Such consent shall have the same effect as a unanimous vote.

     Section 9. COMPENSATION: The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting or a stated salary as Director. No such payment shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE III — OFFICERS

     Section 1. ELECTION: The officers of the corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors may also choose additional or assistant officers. Any number of offices may be held by the same person.

     Section 2. TENURE; VACANCIES: The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board. Any vacancy occurring in any office shall be filled by the Board of Directors.

     Section 3. DUTIES; COMPENSATION: The duties and salaries of each officer shall be established by resolution of the Board of Directors.

ARTICLE IV — CAPITAL STOCK

     Section 1. STOCK CERTIFICATES: All certificates of stock of the Company shall be signed by the Chairman or Vice Chairman of the Board of Directors, or the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Company and shall bear the corporate seal of the Company. To the extent permitted by law, the signatures of such officers, and the corporate seal, appearing on certificates of stock, may be facsimile, engraved or printed. In case any such officer who signed or whose facsimile signature appears on any such certificate shall have ceased to be such officer before the certificate is issued, such certificate may nevertheless be issued by the Company with the same effect as if such officer had not ceased to be such officer at the date of its issue.

     The Company shall not issue a certificate for a fractional share; however, the Board of Directors may issue, in lieu of any fractional share, scrip or other evidence of ownership upon such terms and conditions as it may deem advisable.

     All certificates of stock of each class and series shall be numbered appropriately.

     Section 2. RECORD OWNERSHIP: The corporation shall maintain a record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue and the number thereof. The Company shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof, and accordingly it will not be bound to recognize any equitable or other claim of interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Michigan.

     Section 3. TRANSFERS: Transfers of stock shall be made on the books of the Company only by direction of the person named in the certificate, or by an attorney lawfully constituted in writing, and upon the surrender of the certificate therefor.

     Section 4. TRANSFER AGENTS, REGISTRARS: The Board of Directors may, by resolution, from time to time appoint one or more Transfer Agents that may be officers or employees of the Company, to make transfers of shares of stock of the Company, and one or more Registrars to register shares of stock issued by or on behalf of the Company. The Board of Directors may adopt such rules as it may deem expedient concerning the issue, transfer and registration of stock certificates of the Company.

     Section 5. LOST CERTIFICATES: Each person whose certificate of stock has been lost, stolen or destroyed shall be entitled to have a replacement certificate issued in the same name and for the same number of shares as the original certificate, provided that such person has first filed with such officers of the Company, Transfer Agents or Registrars, as the Board of Directors may designate, an affidavit stating that such certificate was lost, stolen or destroyed and a bond of indemnity, each in the form and with such provisions as such officers, Transfer Agents or Registrars may reasonably deem satisfactory.

     Section 6. TRANSFER BOOKS; RECORD DATES: The Board of Directors shall have power to close the stock transfer books of the Company as permitted by law; provided, however, that in lieu of closing the said books, the Board of Directors may fix in advance a date, not exceeding sixty days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights or the date when any change or conversion or exchange of shares shall go into effect, as a record date when any determination of the shareholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights or to exercise the rights in respect of any such change, conversion or exchange of shares, and in such case such shareholders and only such shareholders as shall be shareholders of record on the date of closing the transfer books or on the record date so fixed shall be entitled to notice of, and to vote at, such meeting, and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding

any transfer of any shares on the books of the Company after such date of closing of the transfer books or such record date fixed as aforesaid.

ARTICLE V — INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

     The Company may indemnify any person who is or was a Director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any civil, criminal, administrative or investigative action, suit, proceeding or claim, to the full extent and in the manner permitted by law.

ARTICLE VI — MISCELLANEOUS PROVISIONS

     Section 1. SEAL: The corporate seal of the Company shall be circular and have inscribed thereon the words “Corporate Seal” and may also have inscribed thereon the name of the corporation and the date of incorporation; an impression of the same is set forth hereon.

     Section 2. FISCAL YEAR: The fiscal year of the Company shall begin with the first day of October and end on the thirtieth day of September in each year.

     Section 3. AMENDMENTS: These Bylaws may be restated, amended or repealed by a majority vote of the Board of Directors.

EX-3.39

Exhibit 3.39

CERTIFICATE OF INCORPORATION
OF
RHM HOLDINGS (USA) INC.

          FIRST: The name of the corporation is RHM HOLDINGS (USA) INC. (herein called the “Corporation”).

          SECOND: The address of the Corporation’s registered office in the State of Delaware is 306 South State Street, City of Dover, County of Kent. The name of the Corporation’s registered agent at such address is the United States Corporation Company.

          THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

          FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 1,000 shares, of which 1,000 shares shall be Common Stock of the par value of $1 per share.

          FIFTH: The name and mailing address of the sole incorporator isas follows:

NAME	ADDRESS
Daniel T. Brooks	Suite 2400
	One Wall Street
	New York, New York 10005

          SIXTH: Election of directors need not be by written ballot unless the By-Laws of the Corporation shall so provide.

          SEVENTH: The Board of Directors shall have power without the assent or vote of the stockholders to adopt, amend, or repeal the By-Laws of the Corporation.

          EIGHTH: The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

          The undersigned, being the Sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this certificate, hereby declaring and certifying that this is my act and deed and that the facts herein stated are true, and accordingly have hereunto set my hand this 26th day of July, 1976.

/s/ Daniel T. Brooks  

Daniel T. Brooks 

Suite 2400
One Wall Street
New York, New York 10005 

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FILED
MAR 6 1987
/s/ Illegible

CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION

OF

RHM HOLDINGS (USA) INC.

          It is hereby certified that:

          1. The name of the Corporation is RHM HOLDINGS (USA) INC. (hereinafter called the “Corporation”).

          2. The Certificate of Incorporation of the Corporation is here amended by adding the following new Article:

     “NINTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director of the Corporation, provided, however, that this Article NINTH shall not eliminate or limit the liability of a director the extent provided by applicable law

     (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders;

     (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

     (iii) under Section 174 of the General Corporation Law of the State of Delaware, or

     (iv) for any transaction from which the director derived an improper personal benefit.

     This Article NINTH shall not eliminate or limit the liability of any director of the Corporation for any act or omission of such director occurring prior to the date this Article becomes effective. No amendment to or repeal of this Article NINTH shall have any effect on the liability of any director of the Corporation for any act or omission of

such director occurring prior to such amendment or repeal.”

          3. The foregoing amendment to the Certificate of Incorporation of the Corporation was duly adopted in accordance with the provisions of Section 242 of the General corporation Law of the state of Delaware and was authorized by unanimous written consent of the Board of Directors and by the written consent of the holder of all the outstanding shares entitled to vote thereon.

          Signed and attested to on January 30, 1987.

/s/ B.R. Gibbs  

B.R. Gibbs 

President 

Attest:

/s/ G.H. Pill  

G.H. Pill 

Secretary 

00003

FILED
MAR 6 1987
/s/ Illegible

CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
RHM HOLDINGS (USA) INC.

          It is hereby certified that:

          1. The name of the Corporation is RHM HOLDINGS (USA) INC. (hereinafter called the “Corporation”).

          2. The Certificate of Incorporation of the Corporation is hereby amended by striking out Article FOURTH thereof and by substituting in lieu of such Article the following new Article:

     “FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 10,000 shares, of which 10,000 shares shall be Common Stock of the par value of $1 per Share.”

          3. The foregoing amendment to the Certificate of Incorporation of the Corporation was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware and was authorized by unanimous written consent of the Board of Directors and by the written consent of the holder of all the outstanding shares entitled to vote thereon.

          Signed and attested to as of May 26, 1988.

/s/ R.T. Taylor  

R.T. Taylor 

Vice President 

Attest:
 

/s/ M.C. Ryan  

M.C. Ryan 

Assistant Secretary 

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 09/14/2000
001466260 - 0827249

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

*******

     RHM HOLDINGS (USA) INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of RHM Holdings (USA) Inc. be amended by changing the First Article thereof so that, as amended, said article shall be and read as follows:

FIRST: The name of the corporation is The Carriage House Companies, Inc. (hereinafter called the “Corporation”).

     SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware

     THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, said RHM Holdings (USA) Inc. has caused this certificate to be signed by J. E. Neiger, its Assistant Secretary, on this 14th day of September, 2000.

RHM HOLDINGS (USA) INC.
By:	/s/ J. E. Neiger
	J. E. Neiger, Assistant Secretary

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:00 PM 12/28/2001
010675573 — 0827249

CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
THE RED WING COMPANY, INC.
INTO
THE CARRIAGE HOUSE COMPANIES, INC.

     The Carriage House Companies, Inc. (“Carriage House”), a corporation organized and existing under the laws of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST: That Carriage House was incorporated on the 28^th day of July, 1976, pursuant to the General Corporation Law of the State of Delaware.

     SECOND: That Carriage House owns all of the outstanding shares of the stock of The Red Wing Company, Inc. (“Red Wing”), a corporation incorporated on the 6^th day of January, 1977, pursuant to the General Corporation Law of the State of Delaware.

     THIRD: That Carriage House, by the following resolution of its Board of Directors, duly adopted by the unanimous written consent of its members, filed with the minutes of the Board on the 28^th day of December, 2001, determined to and did merge into itself said Red Wing:

     RESOLVED, that The Carriage House Companies, Inc. merge, and it hereby does merge into itself The Red Wing Company, Inc. and assumes all of its obligations;

     FURTHER RESOLVED, that the merger shall become effective on December 31, 2001 at 11:59 p.m.;

     FURTHER RESOLVED, that the terms and conditions of the merger are as follows:

Effective December 31, 2001 (the “Effective Date”), The Red Wing Company, Inc. (“Red Wing”) shall be merged with and into The Carriage House Companies, Inc. (“Survivor”) and the separate existence of Red Wing shall cease, with the effect that Survivor shall thereupon and thereafter possess and be vested with all the rights, privileges, immunities, franchises, causes of action and property, and be responsible and liable for all the liabilities and obligations, of each of Red Wing and Survivor. On the Effective Date of the merger, all the outstanding stock of Red Wing shall be cancelled and the outstanding stock of Red Wing and Survivor shall consist solely of the outstanding stock of Survivor. From and after the Effective Date, the Certificate of Incorporation and Bylaws of the Survivor shall remain the Certificate of Incorporation and Bylaws of Red Wing. This plan of merger may be rescinded at any time prior to the Effective Date by direction of a majority of the board of either corporation.

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FURTHER RESOLVED, that the proper officer of this corporation be, and hereby is, directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolution to merge said Red Wing and assume its liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anyway necessary or proper to effect said merger.

     IN WITNESS WHEREOF, said The Carriage House Companies, Inc. has caused this Certificate to be signed by R. W. Lockwood, its Secretary this 28^th day of December, 2001.

THE CARRIAGE HOUSE COMPANIES, INC.
By:	/s/ R.W. Lockwood
	R. W. Lockwood
	Secretary

CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE

*****

     The Carriage House Companies, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware

DOES HEREBY CERTIFY:

          That the registered office of the corporation in the state of Delaware is hereby changed to Corporation Trust Center, 1209 Orange Street, In the City of Wilmington, County of New Castle.

          That the registered agent of the corporation is hereby changed to THE CORPORATION TRUST COMPANY, the business address of which is identical to the aforementioned registered office as changed.

          That the changes in the registered office and registered agent of the corporation as set forth herein were duly authorized by resolution of the Board of Directors of the corporation.

          IN WITNESS WHEREOF, the corporation has caused this Certificate to be signed by an authorized officer, this 26^th day of May, 2004.

The Carriage House Companies, Inc.
By:	/s/ C. G. Huber Jr.
	C. G. Huber, Jr., Secretary

State of Delaware
Secretary of State
Division of Corporations
Delivered 02:33 PM 06/03/2004
FILED 12:42 PM 06/03/2004
SRV 040413206 - 0827249 FILE

State of Delaware
Secretary of State
Division of Corporations
Delivered 11:45 AM 09/27/2005
FILED 11:17 AM 09/27/2005
SRV 050789140 - 0827249 FILE

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
FOREIGN CORPORATION INTO
A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is The Carriage House Companies, Inc., a Delaware corporation, and the name of the corporations being merged into this surviving corporation are T & C Financial Incorporated, a Nevada corporation and JEN Acquisition Corporation, a Nevada, corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is The Carriage House Companies. Inc., a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation. (If amendments are affected please set forth)

FIFTH: The authorized stock and par value of the non-Delaware corporations are: T & C Financial Incorporated - 1,000 shares authorized stock with $1.00 par value per share; and JEN Acquisition Corporation - 1,000 shares authorized stock with $1.00 par value per share,

SIXTH: The merger is to become effective on September 30, 2005.

SEVENTH: The Agreement of Merger is on file at 800 Market Street, Suite 2900, St. Louis, MO 63101, an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the 26 day of September, A.D., 2005.

By:	/s/ Charles G. Huber Jr.
		Authorized Officer
	Name:	Charles G. Huber, Jr.
	Title:	Secretary

State of Delaware
Secretary of State
Division of Corporations
Delivered 11:45 AM 09/27/2005
FILED 11:45 AM 09/27/2005
SRV 050789175 - 0827249 FILE

STATE OF DELAWARE
CERTIFICATE OF MERGER OF
DOMESTIC LIMITED LIABILITY COMPANY
INTO A
DOMESTIC CORPORATION

Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law and Title 6, Section 18-209 of the Delaware Limited Liability Company Act, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is The Carriage House Companies, Inc., a Delaware Corporation, and the name of the limited liability company being merged into this surviving corporation is The Torbitt & Castleman Company, LLC.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the surviving corporation and the merging limited liability company.

THIRD: The name of the surviving corporation is The Carriage House Companies, Inc.

FOURTH: The merger is to become effective on September 30, 2005.

FIFTH: The Agreement of Merger is on file at 800 Market Street, Suite 2900, St. Louis, MO 63101, the place of business of the surviving corporation.

SIXTH: A copy of the Agreement of Merger will be furnished by the corporation on request, without cost, to any stockholder of any constituent corporation or member of any constituent limited liability company.

SEVENTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the 26 day of September, A.D. 2005.

By:	/s/ Charles G. Huber Jr.
		Authorized Officer
	Name:	Charles G. Huber. Jr.
	Title:	Secretary

EX-3.40

Exhibit 3.40

BY-LAWS

of

THE CARRIAGE HOUSE COMPANIES, INC.

Adopted: August 23, 1976

ARTICLE I

Meetings of Stockholders

Section 1. Place of Meetings. All meetings of stockholders shall be held at such place, within or without the state of Delaware, as may be designated from time to time by the Board of Directors, or if not so designated, at such place as may be specified in the notice or waiver of notice of the meeting.

Section 2. Time of Annual Meeting. The annual meeting of stockholders for the election of directors and the transaction of such other business as may properly come before the meeting shall be held on the Third Friday of October in each year, commencing in the year 1976, if said day is not a legal holiday, or if a legal holiday, then on the next secular day following, at an hour to be fixed in the notice.

Section 3. Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called by the President, and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors, at the request in writing of stockholders holding a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote, or by resolution of the Board of Directors. Such request or resolution shall state the purpose or purposes of the proposed meeting. The time of any such special meeting shall be fixed by the officer calling the

I-1

meeting and shall be stated in the call and notice of such meeting. Business transacted at any special meeting shall be confined to the purposes stated in the notice of meeting and matters germane thereto.

Section 4. Notice of Stockholders’ Meetings. Notice of every stockholders’ meeting, stating the time and place thereof (and, in the case of a special meeting, the purpose or purposes thereof) shall be given at least 10 days before such meeting to each stockholder entitled thereto.

Section 5. Quorum. Except as otherwise provided by law, by the Certificate of Incorporation or by these by-laws, at all meetings of stockholders the holders of a majority of the shares of stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business. In the absence of a quorum, the stockholders present or represented by proxy and entitled to vote thereat, shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted if the meeting had been held as originally called.

     If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the

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adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote thereat.

Section 6. Votes Required and Method of voting. Except otherwise provided by law, by the Certificate of Incorporation, or by these by-laws, at each meeting of stockholders all elections shall be decided by a plurality, and all questions shall be decided by a majority, of the votes cast by the stockholders present in person or represented by proxy and entitled to vote. Upon the demand of any stockholder, the vote for directors and upon any question before the meeting shall be by ballot.

Section 7. Right to Vote. For each share of the capital stock of the Corporation registered in his name on the books of the Corporation the holder thereof shall have the number of votes per share specified in the Certificate of Incorporation. Whenever under the provisions of the Certificate of Incorporation any stockholder is entitled to more or less than one vote for any share of capital stock of the Corporation held by such stockholder, every reference in these by-lavs to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock. At each meeting of the stockholders, each stockholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such stockholder, or by his duly authorized attorney, and bearing a date not more than three years

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prior to said meeting, unless said instrument provides for a longer period.

I-4

ARTICLE II

Directors

Section 1. Powers. The business of the Corporation shall be managed by the Board of Directors which may exercise all powers of the Corporation and do all lawful acts and things which are not by law or by the Certificate of Incorporation or by these by-laws directed or required to be exercised or done exclusively by the stockholders.

Section 2. Number and Term. The Board of Directors shall consist of not less than two nor more than nine directors, the exact number to be fixed from time to time by the Board of Directors. Directors shall be elected at the annual meeting of stockholders and each director shall hold office until the next annual meeting and until his successor is elected and qualified or until his earlier resignation or removal.

Section 3. First Meeting. The first meeting of each newly elected Board of Directors for the purpose of organization, the election of officers and the transaction of other business shall be held immediately after the annual meeting of stockholders, or at such time and place as shall be fixed by the consent in writing of all the directors. No notice of such meeting shall be necessary.

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Section 4. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall be determined from time to time by the Board of Directors.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called by the President on two days’ notice to each director, personally, by mail or by telephone or telegram, and shall be called by the President or the Secretary in like manner and on like notice on the written request of two directors. Unless otherwise provided by the Board of Directors, special meetings of Board shall be held at the place designated in the notice of the meeting.

Section 6. Quorum. One-third of the entire Board of Directors, but not less than two directors, shall constitute a quorum at any meeting of the Board and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may otherwise be specifically provided by law, the Certificate of Incorporation or these by-laws. If at any meeting of the Board there be less than a quorum present, the directors present thereat may adjourn the meeting from time to time until a quorum shall have been obtained.

Section 7. Filling of Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors

II-2

then in office, though less than a quorum, or by a sole remaining director, and any director so chosen shall hold office until the next annual meeting and until his successor is elected and qualified or until his earlier resignation or removal.

Section 8. Removal. Any one or more of the directors may be removed, either with or without cause, at any time by the affirmative vote of the stockholders holding a majority of the outstanding shares entitled to vote, at any meeting of the stockholders. The successor or successors of any director or directors so removed may be elected by the stockholders at the same meeting or any adjournment thereof, or if not so elected, may be elected by the directors remaining in office, as provided in the preceding Section.

Section 9. Compensation of Directors. The Board of Directors, by resolution, may provide for payment to directors of a fixed fee for their services as directors, without regard for attendance at meetings of the Board, and for payment of directors’ expenses of attendance for attendance at such meetings. Nothing herein contained shall be construed as precluding any director from serving the Corporation in any other capacity as member of a committee, officer, agent or otherwise and receiving compensation therefor.

II-3

ARTICLE III

Committees

Section 1. Committees: How Appointed; Quorum. The Board of Directors may from time to time, by resolution passed by a majority of the whole Board, designate one or more committees for such purposes and with such powers as the Board of Directors may determine. Each such committee shall consist of one or more directors of the Corporation. Any such committee, to the extent provided in the resolution of the Board of Directors designating the same, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it. A majority of each committee shall constitute a quorum for the transaction of business and the act of a majority of those present at any meeting of such a committee at which a quorum is present shall be the act of the committee.

Section 2. Procedure of committees. Each committee may make its own rules of procedure and shall meet where and as provided by such rules, or by a resolution of the Board of Directors.

III-1

ARTICLE IV

Officers

Section 1. Officers. As soon as practicable after each annual meeting of the stockholders, the Board of Directors shall meet and elect a President, a Treasurer and a Secretary, who need not be directors. The Board of Directors may also elect a Chairman of the Board (who shall be a director) , one or more Vice Presidents (with such titles or designations as may be determined from time to time by the Board of Directors), a Controller, and such other officers or assistant officers, none of whom need be a director, as the Board of Directors from time to time may determine. Any number of offices may be held by the same person.

Section 2. Term, Removal and Vacancies. Each officer of the Corporation shall hold office until the first meeting of the Board of Directors following the annual meeting of stockholders held next after his election and until his successor is elected and qualified or until his earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the entire Board of Directors. If the office of any officer shall become vacant for any reason, the vacancy may be filled by the Board of Directors.

Section 3. Salaries of Officers. The salaries of officers of the Corporation shall be fixed by the Board of Directors.

IV-1

Section 4. Powers and Duties of Officers. In addition to the powers and duties hereinafter specifically prescribed for the respective officers, the Board of Directors may from time to time impose or confer upon any of the officers such additional powers and duties as the Board of Directors may see fit, and the Board of Directors may from time to time impose and confer any or all of the powers and duties hereinafter specifically prescribed for any officer upon any other officer or officers.

Section 5. The Chairman of the Board. The Chairman of the Board, if elected, shall preside at all meetings of the stockholders, the Board of Directors and any committee or committees of directors at which he shall be present, and shall perform such other duties as may be assigned to him from time to time by the Board of Directors.

Section 6. The President. The President shall be the chief executive officer of the Corporation and shall have general direction of the business, affairs and property of the Corporation. In the absence of the Chairman of the Board (or if there be none), the President shall preside at all meetings of stockholders and the Board of Directors at which he shall be present. The President shall exercise the powers and perform the duties usual to the chief executive officer and shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Directors.

IV-2

Section 7. The Vice Presidents. The Vice Presidents shall be of such number and shall have such titles or designations as may be determined from time to time by the Board of Directors. They shall perform such duties as may be assigned them from time to time by the Board of Directors or the President.

Section 8. The Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects, in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors or by officers of the Corporation authorized by the Board of Directors to make such designations. He shall disburse the funds of the Corporation subject to the control of the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

     The Treasurer shall, at the expense of the Corporation, give the Corporation a bond if required by the Board of Directors in a sum, and with one or more sureties, satisfactory to the Board, for the faithful performance of the duties of his office, and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books,

IV-3

papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation. He shall perform such other duties as may be assigned to him from time to time by the Board of Directors or the President.

Section 9. The Assistant Treasurers. The Assistant Treasurers, if elected, shall perform such duties as may be assigned to them from time to time by the Board of Directors, the President or the Treasurer.

Section 10. The Controller. The Controller, if elected, shall be responsible for the development and maintenance of accounting policies and systems properly to record, report and interpret the financial position and the results of operations of the Corporation. He shall perform such other duties as may be assigned to him from time to time by the Board of Directors or the President.

Section 11. The Assistant Controllers. The Assistant Controllers, if elected, shall perform such duties as may be assigned to them from time to time by the Board of Directors, the President or the Controller.

Section 12. The Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors and of the stockholders. He shall have the custody of the seal of the Corporation. He shall have such other powers and duties as are usual to the office and, in addition, such other duties as may be

IV-4

assigned to him from time to time by the Board of Directors or the President.

Section 13. The Assistant Secretaries. The Assistant Secretaries, if elected, shall perform such duties as may be assigned to them from time to time by the Board of Directors, the President or the Secretary. In the absence or incapacity of the Secretary, any Assistant Secretary may perform the duties of the Secretary.

IV-5

ARTICLE V

Capital Stock

Section 1. Stock Certificates. Certificates representing shares of the capital stock of the Corporation shall be in such form as shall be approved by the Board of Directors in accordance with law. The certificates shall be numbered and shall be entered in the books of the Corporation as they are issued. Stock certificates shall be signed by the Chairman of the Board, the President or a Vice President, and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary.

Section 2. Transfer of Shares. Upon surrender to the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 3. Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to, or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the law.

V-1

Section 4. Lost, Stolen or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates the Board of Directors may in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representatives, to advertise the same in such manner as it shall require, and to give a bond, in such form as the Board of Directors may direct, indemnifying the Corporation, any transfer agent and any registrar against any claim that may be made against them or any of them on account of the alleged loss, theft or destruction of any such certificate or certificates or the issuance of such new certificate or certificates.

V-2

ARTICLE VI

Miscellaneous

Section 1. Fiscal Year. The fiscal year of the Corporation shall end on the 31st day of July of each year.

Section 2. The Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its incorporation, and the state of incorporation. Said seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced or otherwise used. The Secretary or any Assistant Secretary may affix the seal to any instrument signed by a duly authorized officer, or when specifically authorized by the Board of Directors, and may attest the same. Unless otherwise provided by the Board of Directors, the seal may also be attested by any officer of the Corporation except the officer signing the instrument on behalf of the Corporation.

Section 3. Fixing Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be

VI-1

more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.

Section 4. Waiver of Notice. Any notice required to be given under the laws of the State of Delaware, the provisions of the Certificate of Incorporation or of these by-laws, may be waived in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein. In addition, notice may be waived by the person entitled thereto as provided by law.

Section 5. Stockholders’ Action without Meeting. Whenever the stockholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent of stockholders as permitted by law.

Section 6. Directors’ Action without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting, if a written consent thereto is signed by all the members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or committee.

VI-2

Section 7. Indemnification. The Corporation shall indemnify each of its directors and officers, and each person serving at the request of the Corporation as a director or officer of another corporation, to the fullest extent permitted by the laws of the State of Delaware.

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ARTICLE VII

AMENDMENTS

Section 1. By the Stockholders. These by-laws may be amended at any stockholders’ meeting by the affirmative vote of the holders of a majority of the stock issued and outstanding and entitled to vote thereat.

Section 2. By the Directors. The Board of Directors may also amend these by-laws at any meeting of the Board by majority vote of the entire Board. Any by-laws made by the Board of Directors may subsequently be altered or repealed by the stockholders.

VII-1

EX-5.1

Exhibit 5.1

February 5, 2010

Ralcorp Holdings, Inc.
800 Market Street, Suite 2900
St. Louis, Missouri 63101

Ladies and Gentlemen:

We have acted as special counsel to Ralcorp Holdings, Inc., a Missouri corporation (the “Company”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) to be filed by the Company and by the subsidiary guarantors listed on Schedule I hereto (the “Guarantors”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the offer by the Company (the “Exchange Offer”) to exchange up to $300,000,000 in aggregate principal amount of its 6.625% Notes due 2039 (the “Exchange Notes”) for $300,000,000 in aggregate principal amount of the Company’s issued and outstanding 6.625% Notes due 2039 (the “Original Notes”), under the indenture dated as of August 14, 2009 (the “Base Indenture”), as supplemented by a supplemental indenture dated as of August 14, 2009 (the “Supplemental Indenture”, and together with the Base Indenture, the “Indenture”), among the Company, the Guarantors and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). All capitalized terms which are defined in the Indenture shall have the same meanings when used herein, unless otherwise specified.

In connection herewith, we have examined:

(1) the Registration Statement (including all exhibits thereto);

(2) an executed copy of the Indenture, including the guarantees of the Original Notes and the Exchange Notes (each, a “Guarantee”) provided for therein;

(3) an executed copy of the Original Notes;

(4) the form of the Exchange Notes (the “Exchange Notes”);

(5) the certificate of incorporation or certificate of formation and bylaws or operating agreement of each of the Company and the Guarantors, as in effect on the date hereof and as certified by the applicable Secretary or Assistant

Ralcorp Holdings, Inc.
Feburary 5, 2010
Page 2

Secretary of such company (the “Organizational Documents”);

(6) a certificate of legal existence and good standing for each of the Company and the Guarantors as of a recent date; and

(7) certificates of the respective Secretaries or Assistant Secretaries of each of the Company and the Guarantors, certifying as to resolutions relating to the transactions referred to herein and the incumbency of officers.

The documents references as items (1) through (4) above are collectively referred to as the “Transaction Documents.”

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other corporate records, agreements and instruments of the Company and the Guarantors, certificates of public officials and officers of the Company and the Guarantors, and such other documents, records and instruments, and we have made such legal and factual inquiries, as we have deemed necessary or appropriate as a basis for us to render the opinions hereinafter expressed. In our examination of the Transaction Documents and the foregoing, we have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied without independent investigation as to matters of fact upon statements of governmental officials and upon representations made in or pursuant to certificates and statements of appropriate representatives of the Company.

In connection herewith, we have assumed that, other than with respect to the Company and the Guarantors, all of the documents referred to in this opinion have been duly authorized by, have been duly executed and delivered by, and constitute the valid, binding and enforceable obligations of, all of the parties thereto, all of the signatories to such documents have been duly authorized by all such parties and all such parties are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents.

We have assumed, with your permission, that each of the Guarantors organized under the laws of a state other than the State of New York or Missouri has been duly organized and is validly existing in good standing under the laws of such state, the execution and delivery by such Guarantor of the Transaction Documents to which it is a party and the performance by it of its obligations thereunder are within its organizational power and have been duly authorized by all necessary corporate action on its part, each of the Transaction Documents to which it is a party has been duly executed and delivered by it and the execution and delivery by it of the Transaction Documents to which it is a party and the

Ralcorp Holdings, Inc.
February 5, 2010
Page 3

performance by it of its obligations thereunder do not result in any violation by it of the provisions of its organizational documents.

Based upon the foregoing and in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that, when (i) the Registration Statement has become effective under the Act, (ii) the Indenture has become duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes (in the form examined by us) have been duly executed by the Company and authenticated and delivered by the Trustee and issued in exchange for the Original Notes in accordance with the provisions of the Indenture upon consummation of and otherwise in accordance with the Exchange Offer, (a) the Exchange Notes will constitute valid and binding obligations of the Company and (b) each Guarantee provided for in the Indenture will constitute a valid and binding obligation of the Guarantor that is a party thereto.

In addition to the assumptions, comments, qualifications, limitations and exceptions set forth above, the opinion set forth herein is further limited by, subject to and based upon the following assumptions, comments, qualifications, limitations and exceptions:

          (a)      Our opinion herein reflects only the application of applicable New York and Missouri law (excluding the securities and blue sky laws of such States, as to which we express no opinion) and the federal laws of the United States. The opinion set forth herein is made as of the date hereof and is subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. The opinion expressed herein is based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement this opinion should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinion, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency.

          (b)      Our opinion contained herein may be limited by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting or relating to the rights and remedies of creditors generally including, without limitation, laws relating to fraudulent transfers or conveyances, preferences and equitable subordination, (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

          (c)      Our opinion is further subject to the effect of generally applicable rules of law arising from statutes, judicial and administrative decisions, and the rules and regulations of governmental authorities that: (i) limit or affect the enforcement of provisions of a contract that purport to require waiver of the obligations of good faith, fair dealing, diligence and reasonableness; (ii) limit the availability of a remedy under certain circumstances where another remedy has been elected; (iii) limit the enforceability of provisions releasing, exculpating, or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, recklessness, willful misconduct or unlawful conduct; (iv) may, where less

Ralcorp Holdings, Inc.
February 5, 2010
Page 4

than all of the contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange; and (v) govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys’ fees.

          (d)      We express no opinion as to the enforceability of (1) any provision of the Indenture purporting or attempting to (A) confer exclusive jurisdiction and/or venue upon certain courts or otherwise waive the defenses of forum non conveniens or improper venue, (B) confer subject matter jurisdiction on a court not having independent grounds therefor, (C) modify or waive the requirements for effective service of process for any action that may be brought, (D) waive the right of the Company or any other person to a trial by jury, (E) provide that remedies are cumulative or that decisions by a party are conclusive or (F) modify or waive the rights to notice, legal defenses, statutes of limitations or other benefits that cannot be waived under applicable law or (2) any provision of the Indenture relating to choice of law.

          (e)      We express no opinion as to whether a subsidiary may guarantee or otherwise be liable for indebtedness incurred by its parent except to the extent that such subsidiary may be determined to have benefited from the incurrence of the indebtedness by its parent or whether such benefit may be measured other than by the extent to which the proceeds of the indebtedness incurred by its parent are, directly or indirectly, made available to such subsidiary for its corporate or other analogous purposes.

We do not render any opinions except as set forth above. The opinion set forth herein is made as of the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name therein and in the related prospectus under the captions “Legal Matters.” We also consent to your filing copies of this opinion as an exhibit to the Registration Statement with agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the Exchange Offer. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

Very truly yours,

/s/ Bryan Cave LLP

Schedule I

Bloomfield Bakers, A California Limited Partnership
Bremner Food Group, Inc.
Community Shops, Inc.
Cottage Bakery, Inc.
Flavor House Products, Inc.
Harvest Manor Farms, LLC
Heritage Wafers, LLC
Lofthouse Bakery Products, Inc.
Lovin Oven, LLC
Medallion Foods, Inc.
Nutcracker Brands, Inc.
Parco Foods, L.L.C.
Post Foods, LLC
Ralcorp Frozen Bakery Products, Inc.
RH Financial Corporation
Ripon Foods, Inc.
Sugar Kake Cookie Inc.
The Bun Basket, Inc.
The Carriage House Companies, Inc.

EX-12.1

Exhibit 12.1

Ralcorp Holdings, Inc.
Computation of Ratio of Earnings to Fixed Charges
(In millions except ratios)

																Three Months
	Year Ended September 30,															Ended December 31,
	2005			2006			2007			2008			2009			2009
Earnings before Income Taxes and Equity Earnings		$	103.5		$	91.2		$	30.5		$	240.5		$	437.5		$	105.6
Plus (Less):
Fixed Charges			21.3			33.2			49.4			60.6			107.2			27.9
Amortization of Capitalized Interest*			0.8			0.8			0.7			0.6			1.0			0.2
Capitalized Interest			(0.8)			(0.8)			(0.7)			(0.6)			(1.0)			(0.2)
Earnings Available to Cover Fixed Charges		$	124.8		$	124.4		$	79.9		$	301.1		$	544.7		$	138.7
Fixed Charges:
Interest Expense, Net of Capitalized Interest		$	16.5		$	28.1		$	42.3		$	54.6		$	99.0		$	26.5
Capitalized Interest			0.8			0.8			0.7			0.6			1.0			0.2
Capitalized Expenses Related to Indebtedness			0.2			0.6			0.2			0.4			1.0			0.2
Interest Portion of Rental Expense*			3.8			3.7			6.2			5.0			6.3			1.7
Total Fixed Charges		$	21.3		$	33.2		$	49.4		$	60.6		$	107.2		$	27.9
Ratio of Earnings to Fixed Charges			5.9x			3.7x			1.6x			5x			5.1x		5x

*Amortization of Capitalized Interest is estimated to be same as current period Capitalized Interest

**Interest Portion of Rental Expense is estimated as one-third of total rental expense

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated November 30, 2009, except as it relates to the segment information as discussed in Note 19 and except as it relates to the condensed consolidating financial information discussed in Note 22, as to which the date is February 5, 2010, relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Ralcorp Holdings, Inc.’s Current Report on Form 8-K dated February 5, 2010. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

St. Louis, Missouri
February 5, 2010

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Ralcorp Holdings, Inc. of our report dated March 19, 2008, relating to the financial statements of the Post Cereals business (a component of Kraft Foods Inc.), which appears in the Current Report on Form 8-K of Ralcorp Holdings Inc., dated August 8, 2008. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois
February 5, 2010

EX-25

Exhibit 25

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

DEUTSCHE BANK TRUST COMPANY AMERICAS
(formerly BANKERS TRUST COMPANY)

(Exact name of trustee as specified in its charter)

NEW YORK	13-4941247
(Jurisdiction of Incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification no.)
60 WALL STREET NEW YORK, NEW YORK	10005
(Address of principal executive offices)	(Zip Code)

Deutsche Bank Trust Company Americas
Attention: Lynne Malina
Legal Department
60 Wall Street, 37th Floor
New York, New York 10005
(212) 250-0677
(Name, address and telephone number of agent for service)

RALCORP HOLDINGS, INC.

SUBSIDIARY GUARANTORS LISTED BELOW
(Exact name of obligor as specified in its charter)

Missouri	43-1766315
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

	State or Other	I.R.S.
	Jurisdiction of	Employer
Exact Name of Each Registrant as	Incorporation or	Identification
Specified in its Respective Charter	Organization	Number
Bloomfield Bakers	CA		33-0495944
Bremner Food Group, Inc.	NV		43-1668048
Community Shops, Inc.	IL		36-2053598
Cottage Bakery, Inc.	CA		94-2192936
Flavor House Products, Inc.	DE		36-3142323
Harvest Manor Farms, LLC	DE		36-3142323
Heritage Wafers, LLC	WI		39-1269190
Lofthouse Bakery Products, Inc.	NV		13-4273037
Lovin Oven, LLC	CA		14-1844882
Medallion Foods, Inc.	AR		71-0641740
Nutcracker Brands, Inc.	GA		58-1686770
Parco Foods, L.L.C.	DE		36-4052580
Post Foods, LLC	DE		43-1766315
Ralcorp Frozen Bakery Products, Inc.	DE		61-1337548
RH Financial Corporation	NV		43-1790396
Ripon Foods, Inc.	WI		39-0571140
Sugar Kake Cookie Inc.	DE		91-1959957
The Bun Basket, Inc.	MI		38-2368208
The Carriage House Companies, Inc.	DE		13-2875580

800 Market Street, Suite 2900 St. Louis, Missouri	63101
(Address of principal executive offices)	(Zip Code)

6.625% Notes due 2039
(Title of the Indenture securities)

Item 1. General Information.

     Furnish the following information as to the trustee.

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Federal Reserve Bank (2nd District)	New York, NY
Federal Deposit Insurance Corporation	Washington, D.C.
New York State Banking Department	Albany, NY

(b)	Whether it is authorized to exercise corporate trust powers.
	Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the Trustee, describe each such affiliation.

None.

Item 3. -15. Not Applicable

Item 16. List of Exhibits.

Exhibit 1 –	Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002 — Incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-157637-01.
.
Exhibit 2 –	Certificate of Authority to commence business — Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 3 –	Authorization of the Trustee to exercise corporate trust powers — Incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 4 –	Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on April 15, 2002 business — Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-157637-01.

Exhibit 5 –	Not applicable.
Exhibit 6 –	Consent of Bankers Trust Company required by Section 321(b) of the Act. — business — Incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-157637-01.
Exhibit 7 –	The latest report of condition of Deutsche Bank Trust Company Americas dated as of September 30, 2009. Copy attached.
Exhibit 8 –	Not Applicable.
Exhibit 9 –	Not Applicable.

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 7th day of January, 2010.

DEUTSCHE BANK TRUST COMPANY AMERICAS
By:	/s/ CAROL NG
	CAROL NG
	VICE PRESIDENT

Exhibit 7

DEUTSCHE BANK TRUST COMPANY AMERICAS FFIEC 031 Legal Title of Bank            Page RC-1 JERSEY CITY 13 City NJ 07311-3901 state            Zip code FDIC Certificate Number: 00623 Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for September 30, 2009 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. Schedule RC-Balance Sheet Dollar Amounts in Thousands RCFD            Tril | Bil | Mil | Thou ASSETS 1. Cash and balances due from depository institutions (from Schedule RC-A): a. Noninterest-bearing balances and currency and coin (1) 0081 1,217,000 1.a b. Interest-bearing balances (2) 0071 16,922,000 1.b 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 0 2.a b. Available-for-sale securities (from Schedule RC-B, column D) 1773 2,297,000 2.b 3. Federal funds sold and securities purchased under agreements to resell: RCON a. Federal funds sold in domestic offices            B987 92,000 3.a RCFD b. Securities purchased under agreements to resell (3) B989 1,008,000 3.b

4. Loans and lease financing receivables (from Schedule RC-C): a. Loans and leases held for sale 5369 0 4.a b. Loans and leases, net of unearned income            B528 12,471,000 4.b c. LESS: Allowance for loan and lease losses 3123 153,000 4.c d. Loans and leases, net of unearned income and allowance (item 4.b minus            B529 12,318,000 4.d 4.c) 5. Trading assets (from Schedule RC-D) 3545 6,401,000 5 6. Premises and fixed assets (including capitalized leases) 2145 62,000 6 7. Other real estate owned (from Schedule RC-M) 2150 0 7 8. Investments in unconsolidated subsidiaries and associated companies 2130 0 8 9. Direct and indirect investments in real estate ventures 3656 0 9 10. Intangible assets: a. Goodwill 3163 0 10.a b. Other intangible assets (from Schedule RC-M) 0426 53,000 10.b

11. Other assets (from Schedule RC-F) 2160 5,133,000 11

12. Total assets (sum of items 1 through 11) 2170 45,503,000 12

(1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. (3) Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

DEUTSCHE BANK TRUST COMPANY AMERICAS FFIEC 031 Legal Title of Bank            Page RC-2 FDIC Certificate Number: 00623 14 Schedule RC-Continued Dollar Amounts in Thousands Tril | Bil | Mil | Thou LIABILITIES 13. Deposits: RCON a. In domestic offices (sum of totals of columns A and C from schedule RC-E, part I) 2200 10,742,000 13.a (1) Noninterest-bearing (1) 6631 6,639,000 13.a.1 (2) Interest-bearing 6636 4,103,000 13.a.2 b. In foreign offices, Edge and Agreement subsidiaries, and IBFs            RCFN (from schedule RC-E, part II) 2200 9,131,000 13.b (1) Noninterest-bearing 6631 3,434,000 13.b.1 (2) Interest-bearing 6636 5,697,000 13.b.2 14. Federal funds purchased and securities sold under agreements to repurchase: RCON a. Federal funds purchased in domestic offices (2) B993 11,520,000 14.a RCFD b. Securities sold under agreements to repurchase (3) B995 0 14.b 15. Trading liabilities (from Schedule RC-D) 3548 155,000 15 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) 3190 2,588,000 16 17. and 18. Not applicable 19. Subordinated notes and debentures (4) 3200 0 19 20. Other liabilities (from Schedule RC-G) 2930 2,186,000 20 21. Total liabilities (sum of items 13 through 20) 2948 36,322,000 21 22. Not applicable EQUITY CAPITAL Bank Equity Capital 23. Perpetual preferred stock and related surplus 3838 1,500,000 23 24. Common stock 3230 2,127,000 24 25. Surplus (excludes all surplus related to preferred stock) 3839 592,000 25 26. a. Retained earnings 3632 4,526,000 26.a b. Accumulated other comprehensive income (5) B530 (43,000) 26.b c. Other equity capital components (6) A130 0 26.c 27. a. Total bank equity capital (sum of items 23 through 26.c) 3210 8,702,000 27.a b. Noncontrolling (minority) interests in consolidated subsidiaries 3000 479,000 27.b 28. Total equity capital (sum of items 27.a and 27.b) G105 9,181,000 28 29. Total liabilities and equity capital (sum of items 21 and 28) 3300 45,503,000 29 Memoranda To be reported with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external            RCFD            Number auditors as of any date during 2008 6724 N/A            M.1 1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm. 4 = Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 5 = Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority) 6 = Review of the bank’s financial statements by external auditors 7 = Compilation of the bank’s financial statements by external auditors 8 = Other audit procedures (excluding tax preparation work) 9 = No external audit work To be reported with the March Report of Condition. RCON            MM/DD 2. Bank’s fiscal year-end date 8678 N/A            M.2 (1) Includes total demand deposits and noninterest-bearing time and savings deposits. (2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.” (3) Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity. (4) Includes limited-life preferred stock and related surplus. (5) Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments. (6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.

DEUTSCHE BANK TRUST COMPANY AMERICAS FFIEC 031 Legal Title of Bank            Page RC-2 FDIC Certificate Number: 00623 14 Schedule RC—Continued Dollar Amounts in Thousands Tril | Bil | Mil | Thou LIABILITIES 13. Deposits: RCON a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, 2200 10,742,000 13.a part I) (1) Noninterest-bearing (1) 6631 6,639,000 13.a.1 (2) Interest-bearing 6636 4,103,000 13.a.2 b. In foreign offices, Edge and Agreement subsidiaries, and IBFs            RCFN (from Schedule RC-E, part II) 2200 9,131,000 13.b (1) Noninterest-bearing 6631 3,434,000 13.b.1 (2) Interest-bearing 6636 5,697,000 13.b.2 14. Federal funds purchased and securities sold under agreements to repurchase: RCON a. Federal funds purchased in domestic offices (2) B993 11,520,000 14.a RCFD b. securities sold under agreements to repurchase (3) B995 0 14.b 15. Trading liabilities (from Schedule RC-D) 3548 155,000 15 16. Other borrowed money (includes mortgage indebtedness and obligations under 3190 2,588,000 16 capitalized leases) (from Schedule RC-M) 17. and 18. Not applicable 19. Subordinated notes and debentures (4) 3200 0 19 20. Other liabilities (from Schedule RC-G) 2930 2,186,000 20 21. Total liabilities (sum of items 13 through 20) 2948 36,322,000 21 22. Not applicable EQUITY CAPITAL Bank Equity Capital 23. Perpetual preferred stock and related surplus 3838 1,500,000 23 24. Common stock 3230 2,127,000 24 25. Surplus (excludes all surplus related to preferred stock) 3839 592,000 25 26. a. Retained earnings 3632 4,526,000 26.a b. Accumulated other comprehensive income (5) B530 (43,000) 26.b c. Other equity capital components (6) A130 0 26.c 27. a. Total bank equity capital (sum of items 23 through 26.c) 3210 8,702,000 27.a b. Noncontrolling (minority) interests in consolidated subsidiaries 3000 479,000 27.b 28. Total equity capital (sum of items 27.a and 27.b) G105 9,181,000 28 29. Total liabilities and equity capital (sum of items 21 and 28) 3300 45,503,000 29 Memoranda To be reported with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external            RCFD            Number auditors as of any date during 2008 6724 N/A            M.1 1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm. 4 = Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 5 = Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority) 6 = Review of the bank’s financial statements by external auditors 7 = Compilation of the bank’s financial statements by external auditors 8 = Other audit procedures (excluding tax preparation work) 9 = No external audit work To be reported with the March Report of Condition. RCON            MM/DD 2. Bank’s fiscal year-end date 8678 N/A            M.2 (1) Includes total demand deposits and noninterest-bearing time and savings deposits. (2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.” (3) Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity. (4) Includes limited-life preferred stock and related surplus. (5) Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments. (6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.

DEUTSCHE BANK TRUST COMPANY AMERICAS FFIEC 031 Legal Title of Bank            Page RC-2 FDIC Certificate Number: 00623 14 Schedule RC-Continued Dollar Amounts in Thousands Tril | Bil | Mil | Thou LIABILITIES 13. Deposits: RCON a. In domestic offices (sum of totals of columns A and C from schedule RC-E, 2200 10,742,000 13.a part I) (1) Noninterest-bearing (1) 6631 6,639,000 13.a.1 (2) Interest-bearing 6636 4,103,000 13.a.2 b. In foreign offices, Edge and Agreement subsidiaries, and IBFs            RCFN (from Schedule RC-E, part II) 2200 9,131,000 13.b (1) Noninterest-bearing 6631 3,434,000 13.b.1 (2) Interest-bearing 6636 5,697,000 13.b.2 14. Federal funds purchased and securities sold under agreements to repurchase: RCON a. Federal funds purchased in domestic offices (2) B993 11,520,000 14.a RCFD b. Securities sold under agreements to repurchase (3) B995 0 14.b 15. Trading liabilities (from Schedule RC-D) 3548 155,000 15 16. Other borrowed money (includes mortgage indebtedness and obligations under 3190 2,588,000 16 capitalized leases) (from Schedule RC-M) 17. and 18. Not applicable 19. Subordinated notes and debentures (4) 3200 0 19 20. Other liabilities (from Schedule RC-G) 2930 2,186,000 20 21. Total liabilities (sum of items 13 through 20) 2948 36,322,000 21 22. Not applicable EQUITY CAPITAL Bank Equity Capital 23. Perpetual preferred stock and related surplus 3838 1,500,000 23 24. Common stock 3230 2,127,000 24 25. Surplus (excludes all surplus related to preferred stock) 3839 592,000 25 26. a. Retained earnings 3632 4,526,000 26.a b. Accumulated other comprehensive income (5) B530 (43,000) 26.b c. Other equity capital components (6) A130 0 26.c 27. a. Total bank equity capital (sum of items 23 through 26.c) 3210 8,702,000 27.a b. Noncontrolling (minority) interests in consolidated subsidiaries 3000 479,000 27.b 28. Total equity capital (sum of items 27.a and 27.b) G105 9,181,000 28 29. Total liabilities and equity capital (sum of items 21 and 28) 3300 45,503,000 29 Memoranda To be reported with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external            RCFD            Number auditors as of any date during 2008 6724 N/A            M.1 1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm. 4 = Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 5 = Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority) 6 = Review of the bank’s financial statements by external auditors 7 = Compilation of the bank’s financial statements by external auditors 8 = Other audit procedures (excluding tax preparation work) 9 = No external audit work To be reported with the March Report of Condition. RCON             MM / DD 2. Bank’s fiscal year-end date 8678 N/A            M.2 (1) Includes total demand deposits and noninterest-bearing time and savings deposits. (2) Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.” (3) Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity. (4) Includes limited-life preferred stock and related surplus. (5) Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments. (6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.

EX-99.1

Exhibit 99.1

RALCORP HOLDINGS, INC.

LETTER OF TRANSMITTAL

Offer For All Outstanding

6.625% Notes Due 2039

in exchange for

6.625% Notes Due 2039
which have been registered under the
Securities Act of 1933, as amended

Pursuant to the Prospectus dated          , 2010

The Exchange Agent for the Exchange Offer is:

Deutsche Bank Trust Company Americas

By Regular, Registered or Certified Mail:	By Facsimile Transmission or Electronic Mail (for Eligible Institutions Only):	For Hand or Overnight Delivery:
DB Services Tennessee, Inc. P.O. Box 305050 Nashville, Tennessee 37211 Attn: Reorganization Unit	(615) 866-3889 DB.Reorg@db.com	DB Services Tennessee, Inc. 648 Grassmere Park Road Nashville, Tennessee 37211 Attn: Reorganization Unit
	For Information: 1-800-735-7777

The Exchange Offer and withdrawal rights will expire at          , Eastern Standard Time, on          , 2010, unless extended (the “Expiration Date”). Tenders may be withdrawn prior to          , Eastern Standard Time, on the Expiration Date.

Delivery of this Letter of Transmittal to an address other than as set forth above, or transmission of instructions via a facsimile to a number other than as listed above, will not constitute a valid delivery.

The instructions contained herein should be read carefully before this Letter of Transmittal is completed.

The undersigned acknowledges that he or she has received and reviewed the Prospectus, dated          , 2010, referred to as the Prospectus, of Ralcorp Holdings, Inc., a Missouri corporation (“Ralcorp “), and this Letter of Transmittal, which together constitute Ralcorp’s offer, referred to as the Exchange Offer, to exchange an aggregate principal amount of up to $300,000,000 of its 6.625% Notes due 2039 which have been registered under the Securities Act of 1933, as amended, referred to as the Exchange Notes, for a like principal amount of its issued and outstanding 6.625% Notes due 2039, referred to as the Outstanding Notes. Capitalized terms used but not defined herein shall have the same meaning given to them in the Prospectus, as it may be amended or supplemented.

This Letter of Transmittal is to be completed by a holder of Outstanding Notes either if (a) certificates for such Outstanding Notes are to be forwarded herewith or (b) a tender of Outstanding Notes is to be made by book-entry transfer to the account of Deutsche Bank Trust Company Americas, the Exchange Agent for the Exchange Offer, at The Depository Trust Company, or DTC, pursuant to the procedures for tender by book-entry transfer set forth under “The Exchange Offer—Procedures for Tendering Outstanding Notes—Book-Entry Transfers” in the Prospectus. Certificates or book-entry confirmation of the transfer of Outstanding Notes into the Exchange Agent’s account at DTC, as well as this Letter of Transmittal or a facsimile hereof, properly completed and duly executed, with any required signature guarantees, and any other documents required by this

Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date. Tenders by book-entry transfer may also be made by delivering an agent’s message in lieu of this Letter of Transmittal. The term “book-entry confirmation” means a confirmation of a book-entry transfer of Outstanding Notes into the Exchange Agent’s account at DTC. The term “agent’s message” means a message to the Exchange Agent by DTC which states that DTC has received an express acknowledgment that the tendering holder agrees to be bound by the Letter of Transmittal and that Ralcorp may enforce the Letter of Transmittal against such holder. The agent’s message forms a part of a book-entry transfer.

If Outstanding Notes are tendered pursuant to book-entry procedures, the Exchange Agent must receive, no later than          , Eastern Standard Time, on the Expiration Date, book-entry confirmation of the tender of the Outstanding Notes into the Exchange Agent’s account at DTC, along with a completed Letter of Transmittal or an agent’s message.

By crediting the Outstanding Notes to the Exchange Agent’s account at DTC and by complying with the applicable procedures of DTC’s Automated Tender Offer Program, or ATOP, with respect to the tender of the Outstanding Notes, including by the transmission of an agent’s message, the holder of Outstanding Notes acknowledges and agrees to be bound by the terms of this Letter of Transmittal, and the participant in DTC confirms on behalf of itself and the beneficial owners of such Outstanding Notes all provisions of this Letter of Transmittal as being applicable to it and such beneficial owners as fully as if such participant and each such beneficial owner had provided the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent.

Holders of Outstanding Notes whose certificates for such Outstanding Notes are not immediately available or who are unlikely to be able to deliver all required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete a book-entry transfer on a timely basis may tender their Outstanding Notes according to the guaranteed delivery procedures described in “The Exchange Offer—Procedures for Tendering Outstanding Notes—Guaranteed Delivery” in the Prospectus.

Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

The undersigned has completed the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

List below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amount of Outstanding Notes should be listed on a separate, signed schedule affixed hereto.

DESCRIPTION OF OUTSTANDING NOTES
Name(s) and Address(es) of Record Holder(s)
or Name of DTC Participant and Participant’s			Aggregate
DTC Account Number in which Notes are Held			Principal Amount	Principal Amount
(Please fill in, if blank)	Certificate Number(s)*		Represented	Tendered **
		Total Principal Amount:
*  Need not be completed if Outstanding Notes are being tendered by book-entry transfer.
**  Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Outstanding Notes represented by the Outstanding Notes indicated in the second column. See Instruction 4. Outstanding Notes tendered hereby must be in denominations of $2,000 and any higher integral multiple of $1,000.

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o  CHECK HERE IF CERTIFICATES REPRESENTING TENDERED NOTES ARE ENCLOSED HEREWITH.

o  CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution: 

DTC Account Number: 

Transaction Code Number: 

Date Tendered: 

o  CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING (SEE INSTRUCTION 1):

Name(s) of Registered Holder(s) 

Window Ticket Number (if any) 

Date of Execution of Notice of Guaranteed Delivery 

Name of Eligible Institution which Guaranteed Delivery 

If Guaranteed Delivery is to be Made by Book-Entry Transfer:

Name of Tendering Institution 

DTC Account Number 

Transaction Code Number 

o  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.*

Name: 

Address: 

* You are entitled to as many copies as you reasonably believe necessary.

If you require more than 10 copies, please indicate the total number required in the following space:                     .

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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

The undersigned hereby tenders to Ralcorp the principal amount of Outstanding Notes indicated above, upon the terms and subject to the conditions of the Exchange Offer. Subject to and effective upon the acceptance for exchange of all or any portion of the Outstanding Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer, including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment, the undersigned hereby irrevocably sells, assigns and transfers to or upon the order of Ralcorp all right, title and interest in and to such Outstanding Notes.

The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact, with full knowledge that the Exchange Agent is also acting as agent of Ralcorp in connection with the Exchange Offer and as trustee under the indenture governing the Outstanding Notes and the Exchange Notes, with respect to the tendered Outstanding Notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) subject only to the right of withdrawal described in the Prospectus, to (1) deliver certificates representing such Outstanding Notes, together with all accompanying evidences of transfer and authenticity, to or upon the order of Ralcorp upon receipt by the Exchange Agent, as the undersigned’s agent, of the Exchange Notes to be issued in exchange for such Outstanding Notes, (2) present certificates for such Outstanding Notes for transfer and to transfer the Outstanding Notes on the books of Ralcorp and (3) receive for the account of Ralcorp all benefits and otherwise exercise all rights of beneficial ownership of such Outstanding Notes, all in accordance with the terms and conditions of the Exchange Offer.

The undersigned hereby represents and warrants that (1) the undersigned has full power and authority to tender, exchange, sell, assign and transfer the Outstanding Notes tendered hereby, (2) Ralcorp will acquire good, marketable and unencumbered title to the tendered Outstanding Notes, free and clear of all liens, restrictions, charges and other encumbrances, and (3) the Outstanding Notes tendered hereby are not subject to any adverse claims or proxies. The undersigned warrants and agrees that the undersigned will, upon request, execute and deliver any additional documents requested by Ralcorp or the Exchange Agent to complete the exchange, sale, assignment and transfer of the Outstanding Notes tendered hereby. The undersigned has read and agrees to all of the terms and conditions of the Exchange Offer.

The name(s) and address(es) of the registered holder(s) of the Outstanding Notes tendered hereby should be printed above, if they are not already set forth above, as they appear on the certificates representing such Outstanding Notes. The certificate number(s) and the Outstanding Notes that the undersigned wishes to tender should be indicated in the appropriate boxes above.

If any tendered Outstanding Notes are not exchanged pursuant to the Exchange Offer for any reason, or if certificates are submitted for more Outstanding Notes than are tendered or accepted for exchange, certificates for such non-exchanged or non-tendered Outstanding Notes will be returned, or, in the case of Outstanding Notes tendered by book-entry transfer, such Outstanding Notes will be credited to an account maintained at DTC, without expense to the tendering holder, promptly following the expiration or termination of the Exchange Offer.

The undersigned understands that tenders of Outstanding Notes pursuant to any one of the procedures described in “The Exchange Offer—Procedures for Tendering Outstanding Notes” in the Prospectus and in the instructions attached hereto will, upon Ralcorp’s acceptance for exchange of such tendered Outstanding Notes, constitute a binding agreement between the undersigned and Ralcorp upon the terms and subject to the conditions of the Exchange Offer. The Exchange Notes will bear interest from the most recent date to which interest has been paid on the Outstanding Notes, or, if no interest has been paid, from the date of original issuance of the Outstanding Notes. If your Outstanding Notes are accepted for exchange, then you will receive interest on the Exchange Notes and not on the Outstanding Notes. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, Ralcorp may not be required to accept for exchange any of the Outstanding Notes tendered hereby.

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Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, the undersigned hereby directs that the Exchange Notes be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Outstanding Notes, that such Exchange Notes be credited to the account indicated above maintained at DTC. If applicable, substitute certificates representing Outstanding Notes not exchanged or not accepted for exchange will be issued to the undersigned or, in the case of a book-entry transfer of Outstanding Notes, will be credited to the account indicated above maintained at DTC. Similarly, unless otherwise indicated under “Special Delivery Instructions,” the undersigned hereby directs that the Exchange Notes be delivered to the undersigned at the address shown below the undersigned’s signature. The undersigned recognizes that Ralcorp has no obligation pursuant to “Special Delivery Instructions” to transfer any Outstanding Notes from a registered holder thereof if Ralcorp does not accept for exchange any of the principal amount of such Outstanding Notes so tendered.

By tendering Outstanding Notes and executing this Letter of Transmittal, the undersigned, if not a participating broker-dealer, as defined below, hereby represents that: (1) the Exchange Notes acquired in the Exchange Offer are being obtained in the ordinary course of business of the person receiving the Exchange Notes, whether or not that person is the holder; (2) neither the holder nor any other person receiving the Exchange Notes is engaged in, intends to engage in or has an arrangement or understanding with any person to participate in a “distribution” (within the meaning of the Securities Act) of the Exchange Notes; and (3) neither the holder nor any other person receiving the Exchange Notes is an “affiliate” (within the meaning of the Securities Act) of Ralcorp.

The undersigned acknowledges that this Exchange Offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission, or the “SEC”, as set forth in no-action letters issued to third parties, that the Exchange Notes issued pursuant to the Exchange Offer in exchange for the Outstanding Notes may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of Ralcorp within the meaning of Rule 405 under the Securities Act), without compliance with the registration and Prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holders’ business and such holders have no arrangement with any person to participate in the distribution of such Exchange Notes.

However, the SEC has not considered the Exchange Offer in the context of a no-action letter, and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and has no arrangement or understanding to participate in a distribution of Exchange Notes. If any holder is an affiliate of Ralcorp, is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder (i) could not rely on the applicable interpretation of the staff of the SEC and (ii) must comply with the registration and Prospectus deliver requirements of the Securities Act in connection with any resale transaction.

If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes, it represents that the Outstanding Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a Prospectus meeting the requirements of the Securities Act in connection with any offer to resell, resale or other retransfer of such Exchange Notes pursuant to the Exchange Offer. However, by so acknowledging and delivering a Prospectus, the undersigned will not be deemed to admit that it is an “underwriter” (within the meaning of the Securities Act). Any such broker-dealer is referred to as a participating broker-dealer.

Ralcorp has agreed that, to the extent that any participating broker-dealer participates in the Exchange Offer, Ralcorp shall use all commercially reasonable efforts to maintain the effectiveness of the registration statement of which the Prospectus forms a part, referred to as the exchange offer registration statement, for a period of 180 days following the consummation of the Exchange Offer as the same may be extended as provided in the registration rights agreement, which is referred to herein as the applicable period. Ralcorp has also agreed that, subject to the provisions of the registration rights agreement, the Prospectus, as amended or

5

supplemented, will be made available to participating broker-dealers for use in connection with offers to resell, resales or retransfers of Exchange Notes received in exchange for Outstanding Notes pursuant to the Exchange Offer during the applicable period. Ralcorp will advise each participating broker-dealer (i) when a Prospectus supplement or post-effective amendment has been filed or has become effective, (ii) of any request by the SEC for amendments or supplements to the registration statement of the Prospectus or for additional information relating thereto, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the exchange offer registration statement or of the suspension by any state securities commission of the qualification of the Exchange Notes for offering or sale in any jurisdiction and (iv) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the exchange offer registration statement, the Prospectus, any amendment or supplement thereto or any document incorporated by reference therein untrue, or that requires the making of any additions to exchanges in the exchange offer registration statement in order to make the statements therein not misleading, or that requires the making of any additions to or changes in the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Any participating broker-dealer by tendering Outstanding Notes and executing this Letter of Transmittal or effecting delivery of an agent’s message in lieu thereof, agrees that, upon receipt of notice from Ralcorp of the existence of any fact of the kind described in (iii) and (iv) above, such participating broker-dealer will discontinue disposition of the Exchange Notes pursuant to the exchange offer registration statement until receipt of the amended or supplemented Prospectus or until Ralcorp has given notice that the use of the Prospectus may be resumed, as the case may be. If Ralcorp gives such notice to suspend the sale of the Exchange Notes, it shall extend the 180-day period referred to above during which participating broker-dealers are entitled to use the Prospectus in connection with the resale of Exchange Notes by the number of days during the period from and including the date of the giving of such notice to and including the date when participating broker-dealers shall have received copies of the supplemented or amended Prospectus necessary to permit resales of the Exchange Notes or to and including the date on which Ralcorp has given notice that the sale of Exchange Notes may be resumed, as the case may be.

As a result, a participating broker-dealer that intends to use the Prospectus in connection with offers to resell, resales or retransfers of Exchange Notes received in exchange for Outstanding Notes pursuant to the Exchange Offer must notify Ralcorp, or cause Ralcorp to be notified, on or prior to the Expiration Date, that it is a participating broker-dealer. Such notice may be given in the space provided above or may be delivered to the Exchange Agent at the address set forth in the Prospectus under “The Exchange Offer—Exchange Agent.”

The undersigned will, upon request, execute and deliver any additional documents deemed by Ralcorp to be necessary or desirable to complete the sale, assignment and transfer of the Outstanding Notes tendered hereby.

All authority conferred or agreed to be conferred herein and every obligation of the undersigned under this Letter of Transmittal shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned. Except as stated in the Prospectus under “The Exchange Offer—Withdrawal Rights,” this tender is irrevocable.

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THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OUTSTANDING NOTES” ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE OUTSTANDING NOTES AS SET FORTH IN SUCH BOX.

TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instructions 2 and 6)

PLEASE SIGN HERE

(Please Complete Substitute Form W-9 on Page 14 or a Form W-8; See Instruction 10)

Signature(s) of Holder(s) 

Date: ­ ­

(Must be signed by the registered holder(s) exactly as name(s) appear(s) on certificate(s) for the Outstanding Notes tendered or on a security position listing or by person(s) authorized to become the registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 6.)

Name(s): 

(Please Print)

Capacity (full title): 

Address: 

Area Code and Telephone No.: 

Taxpayer Identification Number: 

GUARANTEE OF SIGNATURE(S)

(Only If Required - See Instruction 2)

Authorized Signature: 

Name: 

(Please Type Or Print)

Title: 

Name of Firm: 

Address: 

Area Code and Telephone No.: 

Date: 

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SPECIAL ISSUANCE INSTRUCTIONS

(Signature Guarantee Required—See Instructions 2, 7 and 14)

TO BE COMPLETED ONLY if Exchange Notes or Outstanding Notes not tendered or not accepted are to be issued in the name of someone other than the registered holder(s) of the Outstanding Notes whose signature(s) appear(s) above, or if Outstanding Notes delivered by book-entry transfer and not accepted for exchange are to be returned for credit to an account maintained at DTC other than the account indicated above.

Issue (check appropriate box(es))

o Outstanding Notes to:

o Exchange Notes to:

Name 

(Please Print)

Address 

(Zip Code)

Taxpayer Identification No. 

SPECIAL DELIVERY INSTRUCTIONS

(Signature Guarantee Required—See Instructions 2, 7 and 14)

TO BE COMPLETED ONLY if Exchange Notes or Outstanding Notes not tendered or not accepted are to be sent to someone other than the registered holder(s) of the Outstanding Notes whose signature(s) appear(s) above, or to such registered holder at an address other than that shown above.

Deliver (check appropriate box(es))

o Outstanding Notes to:

o Exchange Notes to:

Name 

(Please Print)

Address 

(Zip Code)

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INSTRUCTIONS

Forming Part Of The Terms And Conditions Of The Exchange Offer

1. Delivery of Letter of Transmittal and certificates; guaranteed delivery procedures. This Letter of Transmittal is to be completed by a holder of Outstanding Notes to tender such holder’s Outstanding Notes either if (a) certificates are to be forwarded herewith or (b) tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in “The Exchange Offer—Procedures for Tendering Outstanding Notes—Book-Entry Transfers” in the Prospectus and an agent’s message, as defined on page 2 hereof, is not delivered. Certificates or book-entry confirmation of transfer of Outstanding Notes into the Exchange Agent’s account at DTC, as well as this Letter of Transmittal or a facsimile hereof, properly completed and duly executed, with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date. If the tender of Outstanding Notes is effected in accordance with applicable ATOP procedures for book-entry transfer, an agent’s message may be transmitted to the Exchange Agent in lieu of an executed Letter of Transmittal. Outstanding Notes may be tendered in whole or in part in denominations of $2,000 and any higher integral multiple of $1,000.

For purposes of the Exchange Offer, the term “holder” includes any participant in DTC named in a securities position listing as a holder of Outstanding Notes. Only a holder of record may tender Outstanding Notes in the Exchange Offer. Any beneficial owner of Outstanding Notes who wishes to tender some or all of such Outstanding Notes should arrange with DTC, a DTC participant or the record owner of such Outstanding Notes to execute and deliver this Letter of Transmittal or to send an electronic instruction effecting a book-entry transfer on his or her behalf. See Instruction 6.

Holders who wish to tender their Outstanding Notes and (i) whose certificates for the Outstanding Notes are not immediately available or for whom all required documents are unlikely to reach the Exchange Agent on or prior to the Expiration Date or (ii) who cannot complete the procedures for delivery by book-entry transfer on a timely basis, may tender their Outstanding Notes by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in “The Exchange Offer—Procedures for Tendering Outstanding Notes—Guaranteed Delivery” in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an eligible institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by Ralcorp, must be received by the Exchange Agent on or prior to the Expiration Date; and (iii) the certificates for the Outstanding Notes, or a book-entry confirmation, together with a properly completed and duly executed Letter of Transmittal or a facsimile hereof, or an agent’s message in lieu thereof, with any required signature guarantees and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three (3) New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery for all such tendered Outstanding Notes, all as provided in “The Exchange Offer—Procedures for Tendering Outstanding Notes—Guaranteed Delivery” in the Prospectus.

The Notice of Guaranteed Delivery may be delivered by hand, facsimile, mail or overnight delivery to the Exchange Agent, and must include a guarantee by an eligible institution in the form set forth in such Notice of Guaranteed Delivery. For Outstanding Notes to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the Expiration Date. As used herein, “eligible institution” means a firm or other entity which is identified as an “Eligible Guarantor Institution” in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, including a bank; a broker, dealer, municipal securities broker or dealer or government securities broker or dealer; a credit union; a national securities exchange, registered securities association or clearing agency; or a savings association.

The method of delivery of certificates for the Outstanding Notes, this Letter of Transmittal and all other required documents is at the election and sole risk of the tendering holder. If delivery is by mail, registered mail with return receipt requested, properly insured, or overnight delivery service is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. No letters of transmittal or Outstanding Notes should be sent to Ralcorp. Delivery is complete when the Exchange Agent actually receives the items to be delivered. Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the Exchange Agent.

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Ralcorp will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a Letter of Transmittal or a facsimile hereof or by causing the transmission of an agent’s message, waives any right to receive any notice of the acceptance of such tender.

2.  Guarantee of Signatures. No signature guarantee on this Letter of Transmittal is required if:

a. this Letter of Transmittal is signed by the registered holder (which term, for purposes of this document, shall include any participant in DTC whose name appears on a security position listing as the owner of the Outstanding Notes) of Outstanding Notes tendered herewith, unless such holder has completed either the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” above; or

b. such Outstanding Notes are tendered for the account of a firm that is an eligible institution.

In all other cases, an eligible institution must guarantee the signature(s) on this Letter of Transmittal. See Instruction 6.

3.  Inadequate Space. If the space provided in the box captioned “Description of Outstanding Notes” is inadequate, the certificate number(s) and/or the principal amount of Outstanding Notes and any other required information should be listed on a separate, signed schedule which is attached to this Letter of Transmittal.

4.  Partial Tenders (Not Applicable To Holders Who Tender By Book-Entry Transfer). If less than all the Outstanding Notes evidenced by any certificate submitted are to be tendered, fill in the principal amount of Outstanding Notes which are to be tendered in the “Principal Amount Tendered” column of the box entitled “Description of Outstanding Notes” on page 2 of this Letter of Transmittal. In such case, new certificate(s) for the remainder of the Outstanding Notes that were evidenced by your old certificate(s) will be sent only to the holder of the Outstanding Notes as promptly as practicable after the Expiration Date. All Outstanding Notes represented by certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. Tender of Outstanding Notes will be accepted only in denominations of $2,000 and any higher integral multiple of $1,000.

5.  Withdrawal Rights. Except as otherwise provided herein, tenders of Outstanding Notes may be withdrawn at any time on or prior to the Expiration Date. In order for a withdrawal to be effective on or prior to that time, a written notice of withdrawal must be timely received by the Exchange Agent at its address set forth above and in the Prospectus on or prior to the Expiration Date. Any such notice of withdrawal must specify the name of the person who tendered the Outstanding Notes to be withdrawn, identify the Outstanding Notes to be withdrawn, including the total principal amount of Outstanding Notes to be withdrawn, and where certificates for Outstanding Notes are transmitted, the name of the registered holder of the Outstanding Notes, if different from that of the person withdrawing such Outstanding Notes. If certificates for the Outstanding Notes have been delivered or otherwise identified to the Exchange Agent, then the tendering holder must submit the serial numbers of the Outstanding Notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an eligible institution, except in the case of Outstanding Notes tendered for the account of an eligible institution. If Outstanding Notes have been tendered pursuant to the procedures for book-entry transfer set forth in the Prospectus under “The Exchange Offer—Procedures for Tendering Outstanding Notes—Book-Entry Transfers,” the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Outstanding Notes and the notice of withdrawal must be delivered to the Exchange Agent. Withdrawals of tenders of Outstanding Notes may not be rescinded; however, Outstanding Notes properly withdrawn may again be tendered at any time on or prior to the Expiration Date by following any of the procedures described in the Prospectus under “The Exchange Offer—Procedures for Tendering Outstanding Notes.”

All questions regarding the form of withdrawal, validity, eligibility, including time of receipt, and acceptance of withdrawal notices will be determined by Ralcorp, in its sole discretion, which determination of such questions and terms and conditions of the Exchange Offer will be final and binding on all parties. Neither Ralcorp, any of its affiliates or assigns, the Exchange Agent nor any other person is under any obligation to give notice of any irregularities in any notice of withdrawal, nor will they be liable for failing to give any such notice.

10

Outstanding Notes tendered by book-entry transfer through DTC that are withdrawn or not exchanged for any reason will be credited to an account maintained with DTC. Withdrawn Outstanding Notes will be returned to the holder after withdrawal. The Outstanding Notes will be returned or credited to the account maintained at DTC as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Any Outstanding Notes which have been tendered for exchange but which are withdrawn or not exchanged for any reason will be returned to the holder thereof without cost to such holder.

6.  Signatures On Letter Of Transmittal, Assignments And Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Outstanding Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever.

If any Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any tendered Outstanding Notes are registered in different name(s) on several certificates, it will be necessary to complete, sign and submit as many separate letters of transmittal or facsimiles hereof as there are different registrations of certificates.

If this Letter of Transmittal, any certificates or bond powers or any other document required by the Letter of Transmittal are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by Ralcorp, must submit proper evidence satisfactory to Ralcorp, in its sole discretion, of each such person’s authority so to act.

When this Letter of Transmittal is signed by the registered owner(s) of the Outstanding Notes listed and transmitted hereby, no endorsement(s) of certificate(s) or separate bond power(s) are required unless Exchange Notes are to be issued in the name of a person other than the registered holder(s).

Signature(s) on such certificate(s) or bond power(s) must be guaranteed by an eligible institution.

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Outstanding Notes listed, the certificates must be endorsed or accompanied by appropriate bond powers, signed exactly as the name or names of the registered owner(s) appear(s) on the certificates, and also must be accompanied by such opinions of counsel, certifications and other information as Ralcorp or the trustee for the Outstanding Notes may require in accordance with the restrictions on transfer applicable to the Outstanding Notes. Signatures on such certificates or bond powers must be guaranteed by an eligible institution.

7.  Special Issuance And Delivery Instructions. If Exchange Notes are to be issued in the name of a person other than the signer of this Letter of Transmittal, or if Exchange Notes are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. In the case of issuance in a different name, the U.S. taxpayer identification number of the person named must also be indicated. A holder of Outstanding Notes tendering Outstanding Notes by book-entry transfer may instruct that Outstanding Notes not exchanged be credited to such account maintained at DTC as such holder may designate. If no such instructions are given, certificates for Outstanding Notes not exchanged will be returned by mail to the address of the signer of this Letter of Transmittal or, if the Outstanding Notes not exchanged were tendered by book-entry transfer, such Outstanding Notes will be returned by crediting the account indicated on page 3 above maintained at DTC. See Instruction 6.

8.  Irregularities. Ralcorp will determine, in its sole discretion, all questions regarding the form of documents, validity, eligibility, including time of receipt, and acceptance for exchange of any tendered Outstanding Notes, which determination and interpretation of the terms and conditions of the Exchange Offer will be final and binding on all parties. Ralcorp reserves the absolute right, in its sole and absolute discretion, to reject any tenders determined to be in improper form or the acceptance of which, or exchange for which, may, in the view of counsel to Ralcorp, be unlawful. Ralcorp also reserves the absolute right, subject to applicable law, to waive any of the conditions of the Exchange Offer set forth in the Prospectus under “The

11

Exchange Offer—Conditions to the Exchange Offer” or any condition or irregularity in any tender of Outstanding Notes by any holder, whether or not we waived similar conditions or irregularities in the case of other holders. Ralcorp’s interpretation of the terms and conditions of the Exchange Offer, including this Letter of Transmittal and the instructions hereto, will be final and binding on all parties. A tender of Outstanding Notes is invalid until all defects and irregularities have been cured or waived. Neither Ralcorp, any of its affiliates or assigns, the Exchange Agent nor any other person is under any obligation to give notice of any defects or irregularities in tenders nor will they be liable for failure to give any such notice.

9.  Questions, Requests For Assistance And Additional Copies. Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone number set forth on the front of this Letter of Transmittal. Additional copies of the Prospectus, the Letter of Transmittal, the Notice of Guaranteed Delivery and Forms W-8 may be obtained from the Exchange Agent at the address and telephone/ facsimile numbers indicated above, or from your broker, dealer, commercial bank, trust company or other nominee.

10.  Backup Withholding; Substitute Form W-9; Form W-8. Under the United States federal income tax laws, interest paid to holders of Exchange Notes received pursuant to the Exchange Offer may be subject to backup withholding. Generally, such payments will be subject to backup withholding unless the holder (i) is exempt from backup withholding or (ii) furnishes the payer with its correct taxpayer identification number (“TIN”) and provides certain certifications. If backup withholding applies, Ralcorp may be required to withhold at the applicable rate on interest payments made to a holder of Exchange Notes. Backup withholding is not an additional tax. Rather, the amount of backup withholding is treated as an advance payment of a tax liability, and a holder’s U.S. federal income tax liability will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained by the holder from the Internal Revenue Service (the “IRS”).

To avoid backup withholding, a holder should notify the Exchange Agent of its correct TIN by completing the Substitute Form W-9 below and certifying on Substitute Form W-9 that the TIN provided is correct (or that the holder is awaiting a TIN). In addition, a holder is required to certify on Substitute Form W-9 that (i) the holder is exempt from backup withholding, or (ii) the holder has not been notified by the IRS that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified the holder that the holder is no longer subject to backup withholding. Consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for guidelines on completing the Substitute Form W-9. If the Exchange Agent is provided with an incorrect TIN or the holder makes false statements resulting in no backup withholding, the holder may be subject to penalties imposed by the IRS.

Certain holders (including, among others, corporations and certain foreign individuals) may be exempt from these backup withholding requirements. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for further information regarding exempt holders. Exempt holders should furnish their TIN, check the box in Part 4 of the Substitute Form W-9, and sign, date and return the Substitute Form W-9 to the Exchange Agent. If the holder is a nonresident alien or foreign entity not subject to backup withholding, such holder should submit an appropriate completed IRS Form W-8, signed under penalties of perjury, attesting to the holder’s foreign status, instead of the Substitute Form W-9. The appropriate Form W-8 can be obtained from the Exchange Agent upon request.

11.  Waiver Of Conditions. Ralcorp reserves the absolute right to waive satisfaction of any or all conditions, completely or partially, enumerated in the Prospectus.

12.  No Conditional Tenders. No alternative, conditional or contingent tenders will be accepted. All tendering holders of Outstanding Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of Outstanding Notes for exchange.

None of Ralcorp, the Exchange Agent or any other person is obligated to give notice of any defect or irregularity with respect to any tender of Outstanding Notes nor shall any of them incur any liability for failure to give any such notice.

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13.  Mutilated, Lost, Destroyed Or Stolen Certificates. If any certificate(s) representing Outstanding Notes have been mutilated, lost, destroyed or stolen, the holder should promptly notify the Exchange Agent. The holder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificate(s) have been followed.

14.  Security Transfer Taxes. Except as provided below, holders who tender their Outstanding Notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, (i) Exchange Notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Outstanding Notes tendered, (ii) tendered Outstanding Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or (iii) a transfer tax is imposed for any reason other than the exchange of Outstanding Notes in connection with the Exchange Offer, then the amount of any such transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. The Exchange Agent must receive satisfactory evidence of the payment of such taxes or exemption there from or the amount of such transfer taxes will be billed directly to the tendering holder.

Except as provided in this Instruction 14, it is not necessary for transfer tax stamps to be affixed to the Outstanding Notes specified in this Letter of Transmittal.

15.  Incorporation Of Letter Of Transmittal. This Letter of Transmittal shall be deemed to be incorporated in any tender of Outstanding Notes by any DTC participant effected through procedures established by DTC and, by virtue of such tender, such participant shall be deemed to have acknowledged and accepted this Letter of Transmittal on behalf of itself and the beneficial owners of any Outstanding Notes so tendered.

13

Substitute Form W-9     Payer’s Request for Taxpayer Identification Number (TIN)
Part 1 – PLEASE PROVIDE YOUR TIN IN THE APPROPRIATE SPACE TO THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW		Social security number or        /            /
Payee’s Name and Address:		Employer identification number —
Part 2 – Certification – Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding because (i) I am exempt from backup withholding, (ii) I have not been notified by the Internal Revenue Service (“IRS”) that I am subject to backup withholding as a result of failure to report all interest or dividends, or (iii) the IRS has notified me that I am no longer subject to backup withholding, and
(3) I am a U.S. person (including a U.S. resident alien).
Certificate Instructions – You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding you received a notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2).
	Date
Signature	(include year)
Name (Please Print)
Part 3 – Awaiting TIN o	Part 4 – Exempt from backup withholding o

NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF TAX ON ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECK THE BOX IN
PART 3 OF SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within 60 days, all reportable payments made to me thereafter will be subject to backup withholding tax until I provide a number.

	Date ­ ­
Signature	(include year)
Name (Please Print)

14

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines For Determining the Proper Identification Number to Give the Payer – Social Security Numbers (“SSNs”) have nine digits separated by two hyphens: i.e., 000-00-000. Employer Identification Numbers (“EINs”) have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

		Give the NAME
		and SOCIAL SECURITY
		NUMBER or EMPLOYER
		IDENTIFICATION
For this type of account:		NUMBER of —
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account (1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor (2)
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee (1)
	b. The so-called trust account that is not a legal or valid trust under State law	The actual owner (1)
5.	Sole proprietorship or single-owner LLC	The owner (3)

		Give the NAME
		And EMPLOYER
		IDENTIFICATION
For this type of account:		NUMBER of —
6.	A valid trust, estate, or pension trust	Legal entity (4)
7.	Corporation or LLC electing corporate status on Form 8832	The corporation
8.	Association, club, religious, charitable, educational or other tax-exempt organization	The organization
9.	Partnership or multi-member LLC	The partnership or LLC
10.	A broker or registered nominee	The broker or nominee

(1) List first and circle the name of the person whose SSN you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

(2)	Circle the minor’s name and furnish the minor’s SSN.
(3)	You must show your individual name and you may also enter your business or “doing business as” name. You may use either your SSN or EIN (if you have one). If you are a sole proprietor, the Internal Revenue Service encourages you to use your SSN.
(4)	List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title).

NOTE: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

15

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9
Page 2

Purpose of Form

A person who is required to file an information return with the IRS must get your correct Taxpayer Identification Number (“TIN”) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 to give your correct TIN to the requester (the person requesting your TIN) and, when applicable, (1) to certify the TIN you are giving is correct (or you are waiting for a number to be issued), (2) to certify you are not subject to backup withholding, or (3) to claim exemption from backup withholding if you are an exempt payee. The TIN provided must match the name given on the Substitute Form W-9.

How to Get a TIN

If you do not have a TIN, apply for one immediately. To apply for an SSN, obtain Form SS-5, Application for a Social Security Card, at the local office of the Social Security Administration or get this form on-line at www.ssa.gov/online/ss-5.pdf. You may also get this form by calling 1-800-772-1213. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer ID Numbers under Related Topics. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS web site at www.irs.gov.

If you do not have a TIN, check the “Applied For” box in Part 3, sign and date the form, and give it to the payer. Also sign and date the “Certificate of Awaiting Taxpayer Identification Number.” For interest and dividend payments and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a TIN and give it to the payer. If the payer does not receive your TIN within 60 days, backup withholding, if applicable, will begin and continue until you furnish your TIN.

Note: Checking the “Applied For” box on the form means that you have already applied for a TIN OR that you intend to apply for one soon. As soon as you receive your TIN, complete another Form W-9, include your TIN, sign and date the form, and give it to the payer.

CAUTION: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Payees Exempt from Backup Withholding

Individuals (including sole proprietors) are NOT exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note: If you are exempt from backup withholding, you should still complete Substitute Form W-9 to avoid possible erroneous backup withholding. If you are exempt, enter your name and correct TIN in Part 1, check the “Exempt” box in Part 4, and sign and date the form. If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8, Certificate of Foreign Status.

The following is a list of payees that may be exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except for those listed in item (9). For broker transactions, payees listed in (1) through (13) and any person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7). However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: (i) medical and health care payments, (ii) attorneys’ fees, and (iii) payments for services paid by a federal executive agency. Only payees described in items (1) through (5) are exempt from backup withholding for barter exchange transactions and patronage dividends.

(1)	An organization exempt from tax under section 501(a), or an individual retirement plan (“IRA”), or a custodial account under section 403(b)(7), if the account satisfies the requirements of section 401(f)(2).
(2)	The United States or any of its agencies or instrumentalities.
(3)	A state, the District of Columbia, a possession of the United States, or any of their subdivisions or instrumentalities.
(4)	A foreign government, a political subdivision of a foreign government, or any of their agencies or instrumentalities.
(5)	An international organization or any of its agencies or instrumentalities.
(6)	A corporation.
(7)	A foreign central bank of issue.
(8)	A dealer in securities or commodities registered in the United States, the District of Columbia, or a possession of the United States.
(9)	A futures commission merchant registered with the Commodity Futures Trading Commission.
(10)	A real estate investment trust.
(11)	An entity registered at all times during the tax year under the Investment Company Act of 1940.
(12)	A common trust fund operated by a bank under section 584(a).
(13)	A financial institution.
(14)	A middleman known in the investment community as a nominee or custodian.
(15)	An exempt charitable remainder trust, or a non-exempt trust described in section 4947.

Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, CHECK THE “EXEMPT” BOX IN PART 4 ON THE FACE OF THE FORM IN THE SPACE PROVIDED, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Certain payments that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N, and their regulations.

Privacy Act Notice.  Section 6109 of the Internal Revenue Code requires you to give your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation and to cities, states, and the District of Columbia to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, or to federal and state agencies to enforce federal nontax criminal laws and to combat terrorism.

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividends, and certain other payments to a payee who does not give a TIN to a payer. The penalties described below may also apply.

Penalties

Failure to Furnish TIN.  If you fail to furnish your correct TIN to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil Penalty for False Information With Respect to Withholding.  If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

Criminal Penalty for Falsifying Information.  Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs.  If the payer discloses or uses TINs in violation of federal law, the payer may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX ADVISOR OR THE INTERNAL REVENUE SERVICE.

16

EX-99.2

Exhibit 99.2

Notice of Guaranteed Delivery

Ralcorp Holdings, Inc.

Offer For All Outstanding

6.625% Notes Due 2039

in exchange for

6.625% Notes Due 2039

which have been registered under the

Securities Act of 1933, as amended

Pursuant to the Prospectus dated            , 2010

This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used to accept the Exchange Offer, as defined below, if (i) certificates for Ralcorp Holdings, Inc.’s (the “Company”) 6.625% Notes due 2039, referred to as the Outstanding Notes, are not immediately available or if all required documents are unlikely to reach Deutsche Bank Trust Company Americas, the Exchange Agent, on or prior to the expiration date, as defined below; or (ii) a book-entry transfer cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand, facsimile, mail or overnight carrier to the Exchange Agent. See “The Exchange Offer—Procedures for Tendering Outstanding Notes” in the Prospectus. In addition, in order to utilize the guaranteed delivery procedure to tender Outstanding Notes pursuant to the Exchange Offer, (a) a properly completed and duly executed Notice of Guaranteed Delivery must be delivered on or prior to the expiration date and (b) a properly completed and duly executed Letter of Transmittal relating to the Outstanding Notes or a facsimile thereof, or an agent’s message in lieu thereof, together with the Outstanding Notes tendered hereby in proper form for transfer or confirmation of the book-entry transfer of such Outstanding Notes to the Exchange Agent’s account at The Depository Trust Company, or DTC, must be received by the Exchange Agent within three (3) New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery. Unless indicated otherwise, capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus or the Letter of Transmittal, as the case may be.

The Exchange Offer and withdrawal rights will expire at          , Eastern Standard Time, on          , 2010, unless extended (the “Expiration Date”). Tenders may be withdrawn prior to          , Eastern Standard Time, on the Expiration Date.

The Exchange Agent for the Exchange Offer is:

Deutsche Bank Trust Company Americas

By Regular, Registered or Certified Mail:	By Facsimile Transmission or Electronic Mail (for Eligible Institutions Only):	For Hand or Overnight Delivery:
DB Services Tennessee, Inc. P.O. Box 305050 Nashville, Tennessee 37211 Attn: Reorganization Unit	(615) 866-3889 DB.Reorg@db.com For Information: 1-800-735-7777	DB Services Tennessee, Inc. 648 Grassmere Park Road Nashville, Tennessee 37211 Attn: Reorganization Unit

Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission of this Notice of Guaranteed Delivery via facsimile to a number other than as set forth above will not constitute a valid delivery.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an “eligible institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

Ladies and Gentlemen:

The undersigned hereby tenders to Ralcorp Holdings, Inc., a Missouri corporation, upon the terms and subject to the conditions set forth in the Prospectus dated            , 2010, as the same may be amended or supplemented from time to time, and the related Letter of Transmittal, which together constitute the Exchange Offer, receipt of which is hereby acknowledged, the aggregate principal amount of Outstanding Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer—Procedures for Tendering Outstanding Notes—Guaranteed Delivery.”

Aggregate Principal Amount Tendered* 

Name of Registered Holder(s) 

Certificate No(s). (if available) 

Total Principal Amount Represented by Outstanding Note Certificate(s) 

If Outstanding Notes will be tendered by book-entry transfer, provide the following information:

DTC Account Number: 

Date: 

* Must be in denominations of U.S. $2,000 and any higher integral multiple of $1,000.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

2

PLEASE SIGN AND COMPLETE

Signature of Registered Holder(s) or Authorized Signatory: 

Name(s) of Registered Holder(s): 

Date: 

Address: 

Area Code and Telephone No. 

The Notice of Guaranteed Delivery must be signed by the holder(s) of the Outstanding Notes exactly as their name(s) appear on certificates for the Outstanding Notes or on a security position listing as the owner of the Outstanding Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, that person must provide the following information, and unless waived by the Company, provide proper evidence satisfactory to the Company of such person’s authority to act.

Please print name(s) and address(es)

Name(s): 

Capacity: 

Address(es): 

3

GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)

The undersigned, a firm which is a member of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., a bank, trust company or other nominee having an office or correspondent in the United States or another eligible guarantor institution (as defined in the Prospectus), hereby guarantees to deliver to the Exchange Agent, at one of its addresses set forth above, the Letter of Transmittal, together with the Outstanding Notes tendered hereby in proper form for transfer or confirmation of the book-entry transfer of such Outstanding Notes to the Exchange Agent’s account at DTC, pursuant to the procedures for book-entry transfer set forth in the Prospectus, together with any other documents required by the Letter of Transmittal, within three trading days for the New York Stock Exchange after the date of execution of this Notice of Guaranteed Delivery.

The undersigned acknowledges that (1) it must deliver to the Exchange Agent the Letter of Transmittal or a facsimile thereof, or an agent’s message in lieu thereof, and the Outstanding Notes tendered hereby in proper form for transfer or confirmation of the book-entry transfer of such Outstanding Notes to the Exchange Agent’s account at DTC within the time period set forth above and (2) that failure to do so could result in a financial loss to the undersigned.

Name of Firm:

Address:

(Include Zip Code)

Area Code and Telephone Number:

Authorized Signature:

Name:

(Please Print)

Title:

Dated: ­ ­

Do not send certificates for Outstanding Notes with this form. Actual surrender of certificates for Outstanding Notes must be made pursuant to, and be accompanied by, an executed Letter of Transmittal.

4

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1. Delivery of this Notice of Guaranteed Delivery. A properly completed and duly executed copy of this Notice of Guaranteed Delivery must be received by the Exchange Agent at one of its addresses set forth in this Notice of Guaranteed Delivery before the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and sole risk of the holder of Outstanding Notes, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, we recommend registered mail with return receipt required, properly insured. As an alternative to delivery by mail, holders may wish to use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedures, see the Prospectus and Instruction 1 of the Letter of Transmittal.

2. Signatures on this Notice of Guaranteed Delivery. If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Outstanding Notes referred to in this Notice of Guaranteed Delivery, the signatures must correspond exactly with the name(s) written on the face of the Outstanding Notes without alteration, enlargement, or any change whatsoever.

If this Notice of Guaranteed Delivery is signed by a participant of DTC whose name appears on a security position listing as the owner of the Outstanding Notes, the signature must correspond with the name shown on the security position listing as the owner of the Outstanding Notes.

If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Outstanding Notes listed or a participant of DTC whose name appears on a security position listing as the owner of the Outstanding Notes, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed exactly as the name(s) of the registered holder(s) appear(s) on the Outstanding Notes or signed as the name of the participant is shown on DTC’s security position listing, and also must be accompanied by such opinions of counsel, certifications and other information as the Company or the trustee for the Outstanding Notes may require in accordance with the restrictions on transfer applicable to the Outstanding Notes.

If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and submit the Notice of Guaranteed Delivery evidence satisfactory to the Company of the person’s authority to so act.

3. Questions, Requests For Assistance And Additional Copies. Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone number set forth on the front of this Notice of Guaranteed Delivery. Additional copies of the Prospectus, the Letter of Transmittal, the Notice of Guaranteed Delivery and Form W-8 may be obtained from the Exchange Agent at the address and telephone/facsimile numbers indicated above, or from your broker, dealer, commercial bank, trust company or other nominee.

5

EX-99.3 47 c55199exv99w3.htm FORM OF LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES

Exhibit 99.3

RALCORP HOLDINGS, INC.
Offer For All Outstanding

6.625% Notes Due 2039

in exchange for

6.625% Notes Due 2039

which have been registered under the

Securities Act of 1933, as amended

Pursuant to the Prospectus dated            , 2010

The Exchange Offer and withdrawal rights will expire at          , Eastern Standard Time, on          , 2010, unless extended (the “Expiration Date”). Tenders may be withdrawn prior to          , Eastern Standard Time, on the Expiration Date.

To Securities Dealers, Brokers, Commercial Banks, Trust Companies and Other Nominees:

Ralcorp Holdings, Inc., a Missouri corporation (the “Company”), is offering to exchange an aggregate principal amount of up to $300,000,000 of its 6.625% Notes due 2039, referred to as the Exchange Notes, for a like principal amount of its 6.625% Notes due 2039, referred to as the Outstanding Notes, upon the terms and subject to the conditions set forth in the Prospectus dated            , 2010 and in the related Letter of Transmittal and the instructions thereto.

Enclosed herewith are copies of the following documents:

1. The Prospectus;

2. The Letter of Transmittal for your use and for the information of your clients, including a substitute Internal Revenue Service Form W-9 for collection of information relating to backup federal income tax withholding;

3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer with respect to Outstanding Notes in certificated form or Outstanding Notes accepted for clearance through the facilities of The Depository Trust Company, or DTC, if (i) certificates for Outstanding Notes are not immediately available or all required documents are unlikely to reach the Exchange Agent on or prior to the Expiration Date or (ii) a book-entry transfer cannot be completed on a timely basis;

4. A form of letter which may be sent to your clients for whose account you hold the Outstanding Notes in your name or in the name of a nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer; and

5. Return envelopes addressed to Deutsche Bank Trust Company Americas, the Exchange Agent for the Exchange Offer.

Please note that the Exchange Offer will expire at          , Eastern Standard Time, on          , 2010, unless extended. We urge you to contact your clients as promptly as possible.

The Company has not retained any dealer-manager in connection with the Exchange Offer and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the Exchange Agent, for soliciting tenders of the Outstanding Notes pursuant to the Exchange Offer. You will be reimbursed by the Company for customary mailing and handling expenses incurred by you in forwarding the enclosed materials to your clients and for handling or tendering for your clients.

Additional copies of the enclosed materials may be obtained by contacting the Exchange Agent as provided in the enclosed Letter of Transmittal.

Very truly yours,

RALCORP HOLDINGS, INC.

  Enclosures

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER OTHER THAN THOSE STATEMENTS CONTAINED IN THE DOCUMENTS ENCLOSED HEREWITH.

The Exchange Offer is not being made to, and the tender of Outstanding Notes will not be accepted from or on behalf of, holders in any jurisdiction in which the making or acceptance of the Exchange Offer would not be in compliance with the laws of such jurisdiction.

2

EX-99.4 48 c55199exv99w4.htm FORM OF LETTER TO CLIENTS

Exhibit 99.4

RALCORP HOLDINGS, INC.

Offer For All Outstanding

6.625% Notes Due 2039

in exchange for

6.625% Notes Due 2039
which have been registered under the
Securities Act of 1933, as amended

Pursuant to the Prospectus dated            , 2010

The Exchange Offer and withdrawal rights will expire at          , Eastern Standard Time, on          , 2010, unless extended (the “Expiration Date”). Tenders may be withdrawn prior to          , Eastern Standard Time, on the Expiration Date.

To Our Clients:

Enclosed for your consideration is a Prospectus dated            , 2010 and the related Letter of Transmittal and instructions thereto in connection with the offer, referred to as the Exchange Offer, of Ralcorp Holdings, Inc., a Missouri corporation (the “Company”), to exchange an aggregate principal amount of up to $300,000,000 of its 6.625% Notes due 2039, referred to as the Exchange Notes, for a like principal amount of its issued and outstanding 6.625% Notes due 2039, referred to as the Outstanding Notes, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

We are the registered holder of Outstanding Notes held by us for your account. A tender of any such Outstanding Notes can be made only by us as the registered holder and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Outstanding Notes held by us for your account.

Accordingly, we request instructions as to whether you wish us to tender any or all such Outstanding Notes held by us for your account pursuant to the terms and conditions set forth in the Prospectus and the Letter of Transmittal. We urge you to read the Prospectus and the Letter of Transmittal carefully before instructing us to tender your Outstanding Notes.

Your instructions to us should be forwarded as promptly as possible in order to permit us to tender Outstanding Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at          , Eastern Standard Time, on          , 2010, unless extended. Outstanding Notes tendered pursuant to the Exchange Offer may be withdrawn only under the circumstances described in the Prospectus and the Letter of Transmittal.

Your attention is directed to the following:

1. The Exchange Offer is for the entire aggregate principal amount of outstanding Outstanding Notes.

2. Consummation of the Exchange Offer is conditioned upon the terms and conditions set forth in the Prospectus under the captions “The Exchange Offer—Terms of the Exchange Offer” and “The Exchange Offer—Conditions to the Exchange Offer.”

3. Tendering holders may withdraw their tender at any time until          , Eastern Standard Time, on the Expiration Date.

4. Any transfer taxes incident to the transfer of Outstanding Notes from the tendering holder to the Company will be paid by the Company, except as provided in the Prospectus and the instructions to the Letter of Transmittal.

5. The Exchange Offer is not being made to, nor will the surrender of Outstanding Notes for exchange be accepted from or on behalf of, holders of Outstanding Notes in any jurisdiction in which the Exchange Offer or acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

6. The acceptance for exchange of Outstanding Notes validly tendered and not withdrawn and the issuance of Exchange Notes will be made as soon as practicable after the Expiration Date.

7. The Company expressly reserves the right, in its reasonable discretion and in accordance with applicable law, (i) to delay accepting any Outstanding Notes, (ii) to terminate the Exchange Offer and not accept any Outstanding Notes for exchange if it determines that any of the conditions to the Exchange Offer, as set forth in the Prospectus, have not occurred or been satisfied, (iii) to extend the expiration date of the Exchange Offer and retain all Outstanding Notes tendered in the Exchange Offer other than those notes properly withdrawn, or (iv) to waive any condition or to amend the terms of the Exchange Offer in any manner. In the event of any extension, delay, non-acceptance, termination, waiver or amendment, the Company will as promptly as practicable give oral or written notice of the action to the Exchange Agent and make a public announcement of such action. In the case of an extension, such announcement will be made no later than          , Eastern Standard Time, on the next business day after the previously scheduled expiration date.

8. Consummation of the Exchange Offer may have adverse consequences to non-tendering Outstanding Note holders, including that the reduced amount of outstanding Outstanding Notes as a result of the Exchange Offer may adversely affect the trading market, liquidity and market price of the Outstanding Notes.

9. If you wish to have us tender any or all of the Outstanding Notes held by us for your account, please so instruct us by completing, executing and returning to us the instruction form that follows.

2

RALCORP HOLDINGS, INC.

INSTRUCTIONS REGARDING THE EXCHANGE OFFER
WITH RESPECT TO THE
$300,000,000 OF 6.625% NOTES DUE 2039
(“OUTSTANDING NOTES”)

THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF YOUR LETTER AND THE ENCLOSED DOCUMENTS REFERRED TO THEREIN RELATING TO THE EXCHANGE OFFER OF RALCORP HOLDINGS, INC. WITH RESPECT TO THE OUTSTANDING NOTES.

THIS WILL INSTRUCT YOU WHETHER TO TENDER THE PRINCIPAL AMOUNT OF OUTSTANDING NOTES INDICATED BELOW HELD BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED PURSUANT TO THE TERMS OF AND CONDITIONS SET FORTH IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL.

o Please tender the Outstanding Notes held by you for my account, as indicated below.
o Please do not tender any Outstanding Notes held by you for my account.

	Aggregate Principal Amount Held for
Type	Account of Holder(s)	Principal Amount to be Tendered*
6.625% Notes due 2039

*  UNLESS OTHERWISE INDICATED, SIGNATURE(S) HEREON BY BENEFICIAL OWNER(S) SHALL CONSTITUTE AN INSTRUCTION TO THE NOMINEE TO TENDER ALL OUTSTANDING NOTES OF SUCH BENEFICIAL OWNER(S).

SIGN HERE

Signature(s)

Please print name(s)

Address

Area Code and Telephone Number

Tax Identification or Social Security Number

My Account Number with You

Date

3

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EX-99.3

Exhibit 99.3

RALCORP HOLDINGS, INC.
Offer For All Outstanding

6.625% Notes Due 2039

in exchange for

6.625% Notes Due 2039

which have been registered under the

Securities Act of 1933, as amended

Pursuant to the Prospectus dated            , 2010

The Exchange Offer and withdrawal rights will expire at          , Eastern Standard Time, on          , 2010, unless extended (the “Expiration Date”). Tenders may be withdrawn prior to          , Eastern Standard Time, on the Expiration Date.

To Securities Dealers, Brokers, Commercial Banks, Trust Companies and Other Nominees:

Ralcorp Holdings, Inc., a Missouri corporation (the “Company”), is offering to exchange an aggregate principal amount of up to $300,000,000 of its 6.625% Notes due 2039, referred to as the Exchange Notes, for a like principal amount of its 6.625% Notes due 2039, referred to as the Outstanding Notes, upon the terms and subject to the conditions set forth in the Prospectus dated            , 2010 and in the related Letter of Transmittal and the instructions thereto.

Enclosed herewith are copies of the following documents:

1. The Prospectus;

2. The Letter of Transmittal for your use and for the information of your clients, including a substitute Internal Revenue Service Form W-9 for collection of information relating to backup federal income tax withholding;

3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer with respect to Outstanding Notes in certificated form or Outstanding Notes accepted for clearance through the facilities of The Depository Trust Company, or DTC, if (i) certificates for Outstanding Notes are not immediately available or all required documents are unlikely to reach the Exchange Agent on or prior to the Expiration Date or (ii) a book-entry transfer cannot be completed on a timely basis;

4. A form of letter which may be sent to your clients for whose account you hold the Outstanding Notes in your name or in the name of a nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer; and

5. Return envelopes addressed to Deutsche Bank Trust Company Americas, the Exchange Agent for the Exchange Offer.

Please note that the Exchange Offer will expire at          , Eastern Standard Time, on          , 2010, unless extended. We urge you to contact your clients as promptly as possible.

The Company has not retained any dealer-manager in connection with the Exchange Offer and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the Exchange Agent, for soliciting tenders of the Outstanding Notes pursuant to the Exchange Offer. You will be reimbursed by the Company for customary mailing and handling expenses incurred by you in forwarding the enclosed materials to your clients and for handling or tendering for your clients.

Additional copies of the enclosed materials may be obtained by contacting the Exchange Agent as provided in the enclosed Letter of Transmittal.

Very truly yours,

RALCORP HOLDINGS, INC.

  Enclosures

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER OTHER THAN THOSE STATEMENTS CONTAINED IN THE DOCUMENTS ENCLOSED HEREWITH.

The Exchange Offer is not being made to, and the tender of Outstanding Notes will not be accepted from or on behalf of, holders in any jurisdiction in which the making or acceptance of the Exchange Offer would not be in compliance with the laws of such jurisdiction.

2

EX-99.4

Exhibit 99.4

RALCORP HOLDINGS, INC.

Offer For All Outstanding

6.625% Notes Due 2039

in exchange for

6.625% Notes Due 2039
which have been registered under the
Securities Act of 1933, as amended

Pursuant to the Prospectus dated            , 2010

The Exchange Offer and withdrawal rights will expire at          , Eastern Standard Time, on          , 2010, unless extended (the “Expiration Date”). Tenders may be withdrawn prior to          , Eastern Standard Time, on the Expiration Date.

To Our Clients:

Enclosed for your consideration is a Prospectus dated            , 2010 and the related Letter of Transmittal and instructions thereto in connection with the offer, referred to as the Exchange Offer, of Ralcorp Holdings, Inc., a Missouri corporation (the “Company”), to exchange an aggregate principal amount of up to $300,000,000 of its 6.625% Notes due 2039, referred to as the Exchange Notes, for a like principal amount of its issued and outstanding 6.625% Notes due 2039, referred to as the Outstanding Notes, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

We are the registered holder of Outstanding Notes held by us for your account. A tender of any such Outstanding Notes can be made only by us as the registered holder and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Outstanding Notes held by us for your account.

Accordingly, we request instructions as to whether you wish us to tender any or all such Outstanding Notes held by us for your account pursuant to the terms and conditions set forth in the Prospectus and the Letter of Transmittal. We urge you to read the Prospectus and the Letter of Transmittal carefully before instructing us to tender your Outstanding Notes.

Your instructions to us should be forwarded as promptly as possible in order to permit us to tender Outstanding Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at          , Eastern Standard Time, on          , 2010, unless extended. Outstanding Notes tendered pursuant to the Exchange Offer may be withdrawn only under the circumstances described in the Prospectus and the Letter of Transmittal.

Your attention is directed to the following:

1. The Exchange Offer is for the entire aggregate principal amount of outstanding Outstanding Notes.

2. Consummation of the Exchange Offer is conditioned upon the terms and conditions set forth in the Prospectus under the captions “The Exchange Offer—Terms of the Exchange Offer” and “The Exchange Offer—Conditions to the Exchange Offer.”

3. Tendering holders may withdraw their tender at any time until          , Eastern Standard Time, on the Expiration Date.

4. Any transfer taxes incident to the transfer of Outstanding Notes from the tendering holder to the Company will be paid by the Company, except as provided in the Prospectus and the instructions to the Letter of Transmittal.

5. The Exchange Offer is not being made to, nor will the surrender of Outstanding Notes for exchange be accepted from or on behalf of, holders of Outstanding Notes in any jurisdiction in which the Exchange Offer or acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

6. The acceptance for exchange of Outstanding Notes validly tendered and not withdrawn and the issuance of Exchange Notes will be made as soon as practicable after the Expiration Date.

7. The Company expressly reserves the right, in its reasonable discretion and in accordance with applicable law, (i) to delay accepting any Outstanding Notes, (ii) to terminate the Exchange Offer and not accept any Outstanding Notes for exchange if it determines that any of the conditions to the Exchange Offer, as set forth in the Prospectus, have not occurred or been satisfied, (iii) to extend the expiration date of the Exchange Offer and retain all Outstanding Notes tendered in the Exchange Offer other than those notes properly withdrawn, or (iv) to waive any condition or to amend the terms of the Exchange Offer in any manner. In the event of any extension, delay, non-acceptance, termination, waiver or amendment, the Company will as promptly as practicable give oral or written notice of the action to the Exchange Agent and make a public announcement of such action. In the case of an extension, such announcement will be made no later than          , Eastern Standard Time, on the next business day after the previously scheduled expiration date.

8. Consummation of the Exchange Offer may have adverse consequences to non-tendering Outstanding Note holders, including that the reduced amount of outstanding Outstanding Notes as a result of the Exchange Offer may adversely affect the trading market, liquidity and market price of the Outstanding Notes.

9. If you wish to have us tender any or all of the Outstanding Notes held by us for your account, please so instruct us by completing, executing and returning to us the instruction form that follows.

2

RALCORP HOLDINGS, INC.

INSTRUCTIONS REGARDING THE EXCHANGE OFFER
WITH RESPECT TO THE
$300,000,000 OF 6.625% NOTES DUE 2039
(“OUTSTANDING NOTES”)

THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF YOUR LETTER AND THE ENCLOSED DOCUMENTS REFERRED TO THEREIN RELATING TO THE EXCHANGE OFFER OF RALCORP HOLDINGS, INC. WITH RESPECT TO THE OUTSTANDING NOTES.

THIS WILL INSTRUCT YOU WHETHER TO TENDER THE PRINCIPAL AMOUNT OF OUTSTANDING NOTES INDICATED BELOW HELD BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED PURSUANT TO THE TERMS OF AND CONDITIONS SET FORTH IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL.

o Please tender the Outstanding Notes held by you for my account, as indicated below.
o Please do not tender any Outstanding Notes held by you for my account.

	Aggregate Principal Amount Held for
Type	Account of Holder(s)	Principal Amount to be Tendered*
6.625% Notes due 2039

*  UNLESS OTHERWISE INDICATED, SIGNATURE(S) HEREON BY BENEFICIAL OWNER(S) SHALL CONSTITUTE AN INSTRUCTION TO THE NOMINEE TO TENDER ALL OUTSTANDING NOTES OF SUCH BENEFICIAL OWNER(S).

SIGN HERE

Signature(s)

Please print name(s)

Address

Area Code and Telephone Number

Tax Identification or Social Security Number

My Account Number with You

Date

3