S-3ASR

As filed with the Securities and Exchange Commission on July 21, 2010

Registration Statement No. 333-      

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

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
(State or other jurisdiction of incorporation or organization) 43-1766315
(IRS Employer Identification Number)

800 Market Street

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

St. Louis, Missouri 63101

(314) 877-7000

Fax: (314) 877-7748

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Denis P. McCusker, Esq.
Bryan Cave LLP
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, Missouri 63102
(314) 259-2000
Fax: (314) 552-8455 Kris F. Heinzelman, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eight Avenue
New York, New York 10019-1000
(212) 474-1000
Fax: (212) 474-3700

Approximate date of commencement of proposed sale to the public: From time to time after the Registration Statement becomes effective.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, 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, please 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(c) 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  þ

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  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  þ	Accelerated filer  o
Non-accelerated filer  o (Do not check if a smaller reporting company)	Smaller reporting company  o

CALCULATION OF REGISTRATION FEE

			Proposed			Proposed		Amount of
Title of each class of securities	Amount to be		maximum			maximum aggregate		registration
to be registered	registered		offering price per unit			offering price		fee(1)
Debt Securities and Guarantees of Debt Securities(2)	$	450,000,000		100	%	$	450,000,000	$	32,085

(1)	The amount of the registration fee paid herewith was calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(2)	Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees.

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 above are the same as those of Ralcorp Holdings, Inc., a Missouri corporation.

The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is prohibited.

SUBJECT TO COMPLETION, DATED JULY 21, 2010

$450,000,000

RALCORP HOLDINGS, INC.

$               % Notes due 2020
$           6.625% Notes due 2039

We are offering $      in aggregate principal amount of our     % Notes due 2020 (the “2020 notes”) and $      in aggregate principal amount of our 6.625% Notes due 2039 (the “2039 notes” and, together with the 2020 notes, the “notes”). We will pay interest on the 2020 notes semiannually in arrears on February 15 and August 15, commencing on February 15, 2011, at a rate of     % per annum. We will pay interest on the 2039 notes semiannually in arrears on February 15 and August 15, commencing on August 15, 2010, at a rate of 6.625% per annum. The 2020 notes will mature on August 15, 2020 and the 2039 notes will mature on August 15, 2039. We may redeem some or all of the notes at any time and from time to time at the “make-whole” redemption prices described under the heading “Description of the Notes—Optional Redemption.” If we experience a “Change of Control Triggering Event,” we will be required to offer to purchase the notes from holders. See “Description of the Notes—Change of Control Triggering Event.”

The notes and the related guarantees will constitute senior indebtedness and will rank equally with all our other senior indebtedness from time to time outstanding and 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 or such notes remain so secured. All of our existing and future subsidiaries that are guarantors under our credit agreement or other indebtedness for borrowed money will unconditionally guarantee payment of the notes for so long as they remain guarantors under such other indebtedness.

The offering is part of the financing for our proposed acquisition of American Italian Pasta Company. The 2020 notes will be subject to a special mandatory redemption in the event that the acquisition is not consummated on or before October 15, 2010. See “The Acquisition.” The special mandatory redemption price is 101% of the principal amount thereof plus accrued and unpaid interest, if any. See “Description of the Notes—Special Mandatory Redemption.”

The 2039 notes will be issued under the indenture governing our outstanding 6.625% notes due 2039 (the “existing 2039 notes”). The 2039 notes will constitute “Additional Notes” under the indenture and be treated as a single series with the existing 2039 notes. The 2020 notes will be a separate series of debt securities under the indenture.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We do not intend to apply for listing of the notes on any securities exchange.

Investing in the notes involves risks. See “Risk Factors” beginning on page 7.

	Price to		Underwriting		Proceeds to
	Public (1)(2)		Discounts		Us (1)(2)
Per 2020 note		%		%		%
2020 note Total	$		$		$
Per 2039 note		%		%		%
2039 note Total	$		$		$
Total	$		$		$

(1)	For the 2020 notes, plus accrued interest, if any, from July   , 2010.
(2)	For the 2039 notes, plus accrued interest from February 15, 2010.

Delivery of the notes in book-entry form will be made on or about          , 2010.

Joint Book-Running Managers

Credit Suisse J.P. Morgan Wells Fargo Securities

Deutsche Bank Securities BofA Merrill Lynch SunTrust Robinson Humphrey

Co- Managers

Mitsubishi UFJ Securities US Bancorp

The date of this prospectus is July   , 2010

TABLE OF CONTENTS

Notice to Investors	ii
Industry Data	ii
Cautionary Statement Regarding Forward-Looking Statements	iii
Where You Can Find More Information; Incorporation by Reference	iv
Prospectus Summary	1
Risk Factors	7
The Acquisition	15
Use of Proceeds	17
Capitalization	18
Ratio of Earnings to Fixed Charges	19
Unaudited Pro Forma Condensed Combined Financial Information	20
Description of the Notes	25
Material United States Federal Income and Estate Tax Considerations	43
Underwriting	48
Notice to Canadian Residents	51
Legal Matters	52
Experts	52
EX-1.1
EX-4.6
EX-5.1
EX-5.2
EX-5.3
EX-5.4
EX-5.5
EX-8.1
EX-12.1
EX-23.1
EX-23.2
EX-25.1

You should rely only on the information contained in this prospectus or to which we have referred you. We have not, and the underwriters have not, authorized anyone to provide you with information that is different. This prospectus may only be used where it is legal to sell these securities. The information in this prospectus may only be accurate on the date of this prospectus.

It is expected that the delivery of the notes will be made against payment therefor on or about the date specified on the cover of this prospectus, which is the           business day following the date of pricing of the notes (such settlement cycle being referred to as “T+ ”). You should note that trading the notes on the date of this prospectus or the next           succeeding business days may be affected by the T+ settlement. See “Underwriting”.

i

NOTICE TO INVESTORS

No person is authorized in connection with any offering made by this prospectus to give any information or to make any representation not contained in this prospectus and, if given or made, any other information or representation must not be relied upon as having been authorized by us or the underwriters. The information contained in this prospectus is as of the date hereof and subject to change, completion or amendment without notice. The delivery of this prospectus at any time shall not, under any circumstances, create any implication that there has been no change in the information set forth in this prospectus or in our affairs since the date of this prospectus or the date of the information contained in any incorporated documents, respectively.

This prospectus does not constitute an offer to sell the notes to or a solicitation of an offer to buy the notes from any person in any jurisdiction where it is unlawful to make such an offer or solicitation.

Certain persons participating in this offering may engage in transactions that stabilize, maintain or otherwise affect the price of the notes offered hereby. Such transactions may include stabilizing and the purchase of notes to cover short positions. See “Underwriting.”

The notes will be available in book-entry form only. We expect that each series of notes will be issued in the form of one or more global certificates, which will be deposited with, or on behalf of, The Depository Trust Company (“DTC”) and registered in its name or in the name of Cede & Co., its nominee. Beneficial interests in the global certificates will be shown on, and transfers of the global certificates will be effected only through, records maintained by DTC and its participants. After the initial issuance of the global certificates, notes in certificated form will be issued in exchange for the global certificates only as set forth in the indenture governing the notes. See “Description of the Notes—Global Notes.”

You must comply with all applicable laws and regulations in force in any jurisdiction in which you purchase, offer or sell the notes or possess or distribute this prospectus and must obtain any consent, approval or permission required for the purchase, offer or sale of the notes 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. Neither we nor the underwriters shall have any responsibility therefor.

Notwithstanding anything to the contrary contained in this prospectus, a prospective investor (and each employee, representative or other agent of a prospective investor) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions described in this prospectus and all materials of any kind that are provided to such prospective investor relating to such tax treatment and tax structure (as such terms are defined in Treasury Regulation Section 1.6011-4). This authorization of tax disclosure is retroactively effective to the commencement of discussions between any of the underwriters or their representatives and any prospective investors regarding the transactions contemplated herein.

INDUSTRY DATA

This prospectus includes industry and trade association data, forecasts and information that we have prepared based, in part, upon data, forecasts and information obtained from independent trade associations, industry publications and surveys and other independent sources available to us. Some data also are based on our good faith estimates, which are derived from management’s knowledge of the industry and from independent sources. These third-party publications and surveys generally state that the information included therein has been obtained from sources believed to be reliable, but that the publications and surveys can give no assurance as to the accuracy or completeness of such information. We and the underwriters have not independently verified any of the data from third-party sources nor have we or the underwriters ascertained the underlying economic assumptions on which such data are based. Similarly, we believe our internal research is reliable, even though such research has not been verified by any independent sources and we cannot guarantee their accuracy or completeness.

ii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Forward-looking statements, within the meaning of Section 21 E of the Securities Exchange Act of 1934 (the “Exchange Act”), are made throughout this prospectus. These forward-looking statements are sometimes identified by their 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. The factors set forth below may cumulatively or individually impact our expected results.

Those risks and uncertainties include but are not limited to the following:

•  our ability to effectively manage the growth from the Acquisition (as defined herein) and other 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;

•  our ability to redeem the 2020 notes in the event the Merger (as defined herein) is not completed on or before October 15, 2010;

•  our ability to make a change of control offer if required by the indenture governing the notes; and

•  the other risks disclosed under “Risk Factors.”

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 from 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.

Other uncertainties, all of which are difficult to predict and many of which are beyond our control, may impact our financial position, including those risks detailed from time to time in our publicly filed documents. These and other factors are discussed in our Securities and Exchange Commission (“SEC”) filings. The factors set forth above are illustrative, but by no means exhaustive. All forward-looking statements should be evaluated with an understanding of their inherent uncertainty.

iii

WHERE YOU CAN FIND MORE INFORMATION;
INCORPORATION BY REFERENCE

The SEC allows certain information to be “incorporated by reference” into this prospectus. The information incorporated by reference herein is deemed to be part of this prospectus, except for any information superseded or modified by information contained directly in this prospectus or in any document subsequently filed by us that is also incorporated by reference. This prospectus incorporates by reference the documents set forth below that we have filed with the SEC and any future filings by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this prospectus 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 prospectus. These documents contain important information about us and our business and financial condition:

•  Our Annual Report on Form 10-K for the fiscal year ended September 30, 2009, filed with the SEC on November 9, 2009;

•  Our Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 2009 and March 31, 2010; and

•  Our Current Reports on Form 8-K filed on October 15, November 10, November 23 and December 14, 2009 and on February 5, April 5, May 11, June 21, June 29, July 7, July 16 and July 21, 2010.

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 are also available 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 us 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 us at www.ralcorp.com. Information on our website does not constitute part of this prospectus.

iv

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 included elsewhere herein, the “Description of the Notes” and the portions of documents incorporated by reference herein before making an investment decision. See “Where You Can Find More Information; Incorporation by Reference.” Unless otherwise indicated, the terms “Company”, “Ralcorp”, “us”, “we” and “our” refers to Ralcorp Holdings, Inc. and its subsidiaries, as well as their predecessors in interest.

Our Company

We are primarily engaged in manufacturing, distributing and marketing Post^® branded cereals as well as developing, manufacturing and marketing 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.

Our businesses are comprised of four reportable business segments: Branded Cereal Products; Other Cereal Products; Frozen Bakery Products; and Snacks, Sauces & Spreads.

The Branded Cereal Products business is our Post^® brand ready-to-eat cereals business, which includes Honey Bunches of Oats, the third highest revenue brand of ready-to-eat cereal.

The Other Cereal Products 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.

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.

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 over twenty companies. We typically pursue companies that manufacture predominantly store brand or value oriented food products.

Recent Developments

On June 20, 2010, we entered into an agreement and plan of merger (the “Merger Agreement”) with American Italian Pasta Company, a Delaware corporation (“AIPC”), under which we agreed to acquire all of the outstanding shares of common stock of AIPC for $53.00 per share in cash, for a total purchase price of approximately $1.2 billion, net of cash acquired. Under the Merger Agreement, we have commenced a tender offer to acquire all of the outstanding shares of Class A Convertible Common Stock, par value $0.001 per share (“Class A Common Stock”), of AIPC. If we successfully complete the tender offer, we intend to merge one of our newly-formed subsidiaries into AIPC (the “Merger”). If the Acquisition is completed, the net proceeds will be used to finance the Acquisition. See “The Acquisition.” The proposed acquisition of AIPC, including the financing thereof, is herein referred to as the “Transactions.”

Founded in 1988 and based in Kansas City, Missouri, AIPC is a leading producer of dry pasta in North America. AIPC has four plants, located in Columbia, South Carolina; Excelsior Springs, Missouri; Tolleson, Arizona; and Verolanuova, Italy. For its fiscal years ended October 2, 2009 and September 26, 2008, AIPC had revenues of $628.2 million, and $569.2 million, respectively, net earnings of $88.3 million and $19.1 million, respectively, and Adjusted EBITDA of $138.4 million and $70.8 million, respectively. For the 26-week period ended April 2, 2010 and the 27-week period ended April 3, 2009, AIPC had revenues of

1

$294.9 million and $333.5 million, respectively, net earnings of $43.9 million and $52.2 million, respectively, and Adjusted EBITDA of $83.6 million and $73.5 million, respectively. Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA does not comply with accounting principles generally accepted in the United States, or GAAP, because it is adjusted to exclude certain cash and non-cash income and expenses. This measure should not be considered an alternative to, or more meaningful than, related measures determined in accordance with GAAP. Adjusted EBITDA is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation. Adjusted EBITDA, as disclosed above, is defined as earnings before interest, income taxes, depreciation, amortization and brand impairment charges. We present Adjusted EBITDA because we believe it provides a more complete understanding of the factors and trends affecting AIPC’s business than GAAP measures alone. We believe that investors use Adjusted EBITDA because it allows them to compare a company’s operating performance on a consistent basis across periods by removing the effects of the company’s capital structure (such as varying levels of interest expense), asset base (such as depreciation, amortization, and impairment) and items largely outside the control of the company’s management team (such as income taxes). AIPC’s Adjusted EBITDA is reconciled to net earnings as follows:

	Year-to-date Period Ended						Year Ended
	April 2, 2010			April 3, 2009			October 2, 2009			September 26, 2008
Adjusted EBITDA	$	83.6		$	73.5		$	138.4		$	70.8
Depreciation and amortization		(12.5	)		(12.6	)		(25.0	)		(24.1	)
Interest expense, net		(3.1	)		(9.9	)		(16.5	)		(26.2	)
Income taxes		(24.1	)		1.2			(8.6	)		2.3
Impairment charges to brands		—			—			—			(3.7	)
Net earnings	$	43.9		$	52.2		$	88.3		$	19.1

On May 31, 2010, we acquired North American Baking Ltd., formerly known as PL Foods Ltd., a leading manufacturer of premium private label specialty crackers in North America with annual net sales of approximately $56.7 million. North American Baking is reported in our Snacks, Sauces & Spreads business segment and continues its operations in Georgetown, Ontario.

Also on May 31, 2010, we acquired J.T. Bakeries Inc., a leading manufacturer of high quality private label and co-branded gourmet crackers in North America for customers in the U.S., Canada and Great Britain with annual net sales of approximately $38.5 million. J.T. Bakeries is reported in our Snacks, Sauces & Spreads business segment and continues its operations in Kitchener, Ontario.

On June 25, 2010, we acquired Sepp’s Gourmet Foods Ltd., a leading manufacturer of frozen breakfast foods for the retail and food service sectors with annual net sales of approximately $29.3 million. Sepp’s Gourmet Foods will be reported in our Frozen Bakery Products business segment and will continue its operations in Delta, British Columbia and Richmond Hill, Ontario.

On July 19, 2010, we announced the results of our third quarter ended June 30, 2010. For the three- and nine-months ended June 30, 2010, we had net sales of $962.4 million and $2,919.3 million, respectively, compared to $994.0 million and $2,908.7 million for the corresponding periods in the prior year. Net earnings for the three and nine months ended June 30, 2010 were $53.0 million and $166.9 million, respectively, compared to $74.8 million and $210.5 million for the corresponding periods in the prior year, including the effects of certain special items related to acquisitions, Post Foods transition and integration, goodwill impairment and our former investment in Vail Resorts, Inc. For more information concerning our results of operations for the three and nine months ended June 30, 2010, see our Current Report on Form 8-K filed with the SEC on July 20, 2010. That report does not constitute part of this prospectus.

Our Corporate Information

Ralcorp Holdings, Inc. was incorporated in Missouri on October 23, 1996. Our principal executive offices are located at 800 Market Street, Suite 2600, St. Louis, Missouri 63101. Our telephone number is 314-877-7000.

2

The Offering

Issuer	Ralcorp Holdings, Inc.
Notes Offered	$     of     % notes due 2020.
	$      of 6.625% notes due 2039.
Maturity Dates	The 2020 notes will mature on August 15, 2020.
	The 2039 notes will mature on August 15, 2039.
Interest Payment Dates	For the 2020 notes, February 15 and August 15, beginning on February 15, 2011.
	For the 2039 notes, February 15 and August 15, beginning on August 15, 2010.
Ranking	The notes will constitute senior indebtedness and will rank equally with our other senior indebtedness from time to time outstanding.
Special Mandatory Redemption of 2020 Notes	The 2020 notes will be subject to a special mandatory redemption in the event that the Merger Agreement is terminated or the Merger is not completed on or before October 15, 2010. The special mandatory redemption price is 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of the special mandatory redemption. The 2039 notes will not be subject to such special mandatory redemption. See “Description of the Notes—Special Mandatory Redemption.”
Optional Redemption	The notes will be redeemable, at our option, in whole or in part, at any time and from time to time, at the “make-whole” redemption prices described in the “Description of the Notes—Optional Redemption.”
Guarantors	All of our existing and future subsidiaries that are guarantors of our credit agreements or other indebtedness for borrowed money will unconditionally guarantee payment of the notes for as long as they remain guarantors under such credit agreements or 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.
Change of Control	If we experience a “Change of Control Triggering Event” (as defined with respect to the applicable notes), we will be required to offer to purchase all or a portion of such notes at a purchase price equal to 101% of the principal amount of such notes, plus accrued and unpaid interest, if any, to the date of purchase. See “Description of the Notes—Offer to Redeem Upon Change of Control Triggering Event.”
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 of our assets to another entity.
Listing	We do not intend to apply to list the notes on any exchange.
Use of Proceeds	We intend to use the net proceeds to pay a portion of the purchase price for the shares of AIPC acquired in the tender offer described under “The Acquisition”. See “Use of Proceeds.”

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Book-Entry We will issue the notes in fully registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof. Each series of notes will be represented by one or more global securities registered in the name of a nominee of 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 Notes—Global Notes.”

Risk Factors

Investing in the notes involves a high degree of risk. See “Risk Factors” immediately following this prospectus summary and the other information contained in or incorporated into this prospectus for a discussion of factors that you should carefully consider before deciding to invest in the notes.

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Summary Financial Data

The following summary consolidated financial data is derived from our financial statements contained in the documents incorporated by reference in this prospectus. See “Where You Can Find More Information; Incorporation by Reference.”

	Six Months Ended March 31,						Year Ended September 30,
(in millions)	2010			2009			2009			2008			2007
Statement of earnings data
Net sales (a)	$	1,956.9		$	1,914.7		$	3,891.9		$	2,824.4		$	2,233.4
Cost of products sold		(1,417.7	)		(1,409.0	)		(2,834.1	)		(2,318.1	)		(1,819.2	)
Gross profit		539.2			505.7			1,057.8			506.3			414.2
Selling, general and administrative expenses		(288.1	)		(304.1	)		(609.0	)		(328.4	)		(252.8	)
Interest expense, net		(50.4	)		(49.9	)		(99.0	)		(54.6	)		(42.3	)
Restructuring charges (b)		(.8	)		(.3	)		(.5	)		(1.7	)		(.9	)
Goodwill impairment loss (c)		(20.5	)		—			—			—			—
Gain (loss) of forward sale contracts (d)		—			42.1			17.6			111.8			(87.7	)
Gain on sale of securities (e)		—			15.8			70.6			7.1			—
Earnings before income taxes and equity earnings		179.4			209.3			437.5			240.5			30.5
Income taxes		(65.5	)		(76.5	)		(156.9	)		(86.7	)		(7.5	)
Equity in earnings of Vail Resorts, Inc., net of related deferred income taxes		—			2.9			9.8			14.0			8.9
Net earnings	$	113.9		$	135.7		$	290.4		$	167.8		$	31.9
Balance sheet data (end of period)
Cash and cash equivalents	$	163.1		$	27.9		$	282.8		$	14.1		$	9.9
Working capital (f)		275.0			215.7			192.4			241.8			165.3
Total assets		5,280.8			5,356.7			5,452.2			5,343.9			1,853.1
Long-term debt		1,521.7			1,576.2			1,611.4			1,668.8			763.6
Other long-term liabilities		645.6			799.8			656.2			871.7			382.6
Shareholders’ equity		2,733.4			2,522.3			2,705.6			2,411.5			483.4
Other data
Cash provided (used) by:
Operating activities	$	160.5		$	157.1		$	326.7		$	132.8		$	217.6
Investing activities		(54.7	)		(95.1	)		(90.2	)		(71.0	)		(387.5	)
Financing activities		(226.5	)		(47.1	)		29.9			(56.8	)		160.0
Depreciation and amortization		77.4			74.1			144.7			99.5			82.4
Adjusted EBITDA (g)		327.7			275.4			593.0			275.7			242.9

(a)	In 2009, Ralcorp acquired Harvest Manor Farms. In 2008, Ralcorp acquired Post Foods. In 2007, Ralcorp acquired Cottage Bakery Inc., Bloomfield Bakers and Pastries Plus of Utah, Inc. For more information about the 2009, 2008 and 2007 acquisitions, see Note 2 to the financial statements included in our Current Report on Form 8-K filed on April 5, 2010, incorporated by reference herein.
(b)	For information about the 2010 restructuring charges, see Note 4 to the financial statements included in our Quarterly Report on Form 10-Q for the period ended March 31, 2010, incorporated by reference herein. For information about the 2009, 2008 and 2007 restructuring charges, see Note 3 to the financial statements included in our Current Report on Form 8-K filed on April 5, 2010, incorporated by reference herein.
(c)	For information about the 2010 goodwill impairment loss, see Note 5 to the financial statements included in our Quarterly Report on Form 10-Q for the period ended March 31, 2010, incorporated by reference herein.
(d)	For information about the gain/loss on forward-sale contracts, see Note 6 to the financial statements included in our Current Report on Form 8-K filed on April 5, 2010, incorporated by reference herein.
(e)	During 2008 and 2009, the Company sold all its shares of Vail Resorts, Inc. For more information about the sale of these shares, see Note 5 to the financial statements in our Current Report on Form 8-K filed on April 5, 2010, incorporated by reference herein.
(f)	Working capital consists of current assets (excluding cash and cash equivalents) less current liabilities.
(g)	Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA does not comply with accounting principles generally accepted in the United States, or GAAP, because it is adjusted to exclude certain cash and non-cash income and expenses. This

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measure should not be considered an alternative to, or more meaningful than, related measures determined in accordance with GAAP. Adjusted EBITDA is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation. Adjusted EBITDA, as presented in the table above, is defined as earnings before interest, income taxes, depreciation, and amortization, excluding equity method earnings and other gains or losses related to the Company’s investment in Vail Resorts, Inc. and goodwill impairment losses. We present Adjusted EBITDA because we believe it provides a more complete understanding of the factors and trends affecting our business than GAAP measures alone. Our board of directors, management, and investors use Adjusted EBITDA to assess our performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation, amortization, and impairment), items largely outside the control of our management team (such as income taxes), and items related to the Company’s former investment in Vail Resorts, Inc. It is reconciled to net earnings as follows:

	Six Months Ended
	March 31,						Year Ended September 30,
(in millions)	2010			2009			2009			2008			2007
Adjusted EBITDA	$	327.7		$	275.4		$	593.0		$	275.7		$	242.9
Depreciation and amortization		(77.4	)		(74.1	)		(144.7	)		(99.5	)		(82.4	)
Interest expense, net		(50.4	)		(49.9	)		(99.0	)		(54.6	)		(42.3	)
Goodwill impairment loss		(20.5	)		—			—			—			—
Gain (loss) on forward sale contract		—			42.1			17.6			111.8			(87.7	)
Gain on sale of securities		—			15.8			70.6			7.1			—
Income taxes		(65.5	)		(76.5	)		(156.9	)		(86.7	)		(7.5	)
Equity in earnings of Vail Resorts, Inc., net of related deferred income taxes		—			2.9			9.8			14.0			8.9
Net earnings	$	113.9		$	135.7		$	290.4		$	167.8		$	31.9

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RISK FACTORS

Investing in the notes involves a degree of risk. You should carefully consider the following risk factors, as well as the other information contained or incorporated by reference in this prospectus before making a decision to invest in the notes. See “Where You Can Find More Information; Incorporation by Reference.” Additional risks and uncertainties not currently known or that are currently deemed to be immaterial may also materially and adversely affect our business operations and financial condition or the market for the notes.

Risks Related to the Notes

Our substantial indebtedness could adversely affect our operations and financial condition.

We have a significant amount of indebtedness. As of March 31, 2010, on a pro forma basis after giving effect to the Transactions, we would have had approximately $2,666.8 million of outstanding 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, acquisitions 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 as us; 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, at any given time, to refinance our debt, sell our assets, borrow more money or raise equity on acceptable terms or at all.

Despite our level of indebtedness, we may still incur significantly more indebtedness. This could further increase the risks associated with our indebtedness.

Despite our current level of indebtedness, we and our subsidiaries may be able to incur significant additional indebtedness, including secured indebtedness, in the future. Although the indenture governing the notes contains restrictions on our and our subsidiaries’ ability to incur certain secured indebtedness, these restrictions are subject to a number of qualifications and exceptions and the indebtedness incurred in compliance with these restrictions could be substantial. In addition, the indenture does not restrict our ability or the ability of our subsidiaries to incur unsecured indebtedness. Indebtedness incurred by any subsidiary that does not guarantee the notes will be structurally senior to the notes. If new indebtedness is added to our or our subsidiaries’ current debt levels, the related risks that we and they face would be increased and we may not be able to meet all our indebtedness obligations, including repayment of the notes, in whole or in part.

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 (including borrowings under our existing $400 million revolving credit facility dated as of July 18, 2008 (the “2008 Credit Facility”) and the additional credit facilities described herein) in amounts sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. The maturity date of the 2008 Credit Facility is July 18, 2011. 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.

In the event that the Merger Agreement is terminated or the Merger is not completed before October 15, 2010 and the 2020 notes are subject to the special mandatory redemption, holders of the 2020 notes will not realize the return on the notes that may otherwise have been obtained had the Merger been completed.

In the event that the Merger Agreement is terminated or the Merger is not completed on or before October 15, 2010, the 2020 notes will be subject to special mandatory redemption. The special mandatory redemption price is equal to 101% of the principal amount plus any accrued and unpaid interest (if any) to the date of redemption. See “Description of the Notes—Special Mandatory Redemption.” The Merger is subject to a number of conditions that have not yet been satisfied, and may not be able to be satisfied, including the valid tender of the number of shares of Class A Common Stock that represent at least a majority of the total number of outstanding shares of Class A Common Stock and other customary conditions. See “The Acquisition.” In addition, the parties to the Merger Agreement have the right to terminate the Merger Agreement under certain circumstances. There is no escrow account or security interest for the benefit of the holders of the 2020 notes and it is possible that we will not have sufficient financial resources available to satisfy our obligations to redeem the 2020 notes. In addition, even if we are able to redeem the 2020 notes pursuant to the special mandatory redemption, the holders of the 2020 notes may not obtain the expected return on the 2020 notes and may not be able to reinvest the proceeds from a special mandatory redemption in an investment that results in comparable returns.

Your decision to invest in the 2020 notes is made at the time of the offering of the 2020 notes. Holders of the 2020 notes will have no rights under the special mandatory redemption provision as long as the Merger occurs, nor will they have any right to require us to repurchase the 2020 notes if, between the closing of this offering and the closing of the Merger, we experience any changes in our businesses or financial condition or if the terms of the Merger or the financing thereof change.

The holders of the 2039 notes will not have the benefit of the special mandatory redemption provisions if the Merger Agreement is terminated or the Merger is not completed before October 15, 2010.

The special mandatory redemption provisions described above are applicable only to the 2020 notes. If the Merger Agreement is terminated or the Merger is not completed before October 15, 2010, the 2039 notes will remain outstanding and we will have the related debt service obligations, but we will not receive the benefits anticipated from the Acquisition. If the Acquisition is not completed, we will use the proceeds of the 2039 notes for general corporate purposes.

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

Prior to this offering, there was no public market for the 2020 notes and only limited trading in our existing 2039 notes. 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 have been informed by the underwriters that they currently intend to make a market in the notes after this offering is completed. However, the underwriters may cease their market-making at any time. 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 for similar securities, general economic conditions, our financial condition, performance or prospects and the prospects for other companies in our industry.

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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 each series of the notes will require us to make an offer to repurchase the notes of such series upon the occurrence of a “Change of Control Triggering Event” (as defined with respect to such series) at a purchase price equal to 101% of the principal amount of such notes, plus accrued and unpaid interest, if any. The terms of our existing debt 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. It is possible that we will not have sufficient funds at the time of a “Change of Control Triggering Event” to make the required repurchase of notes or that restrictions in our other debt will not allow the repurchases. A failure to purchase the notes of either series when required will constitute an event of default with respect to such notes, which would likely constitute a cross-default to our other indebtedness. See “Description of the Notes—Offer to Redeem upon Change of Control Triggering Event.”

Fraudulent conveyance laws may void the guarantees of the notes or subordinate the guarantees.

These notes will be guaranteed by certain of our subsidiaries. The issuance of these guarantees may be subject to review under federal bankruptcy law or relevant state fraudulent conveyance laws if a bankruptcy proceeding is commenced by or on behalf of the subsidiary guarantors’ creditors. Under these laws, if in such a proceeding a court were to find that a subsidiary guarantor:

•  incurred its guarantee with the intent of hindering, delaying or defrauding current or future creditors; or

•  received less than reasonably equivalent value or fair consideration for incurring these guarantees and:

•  was insolvent or was rendered insolvent by reason of such guarantee;

•  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;

then the court could void such subsidiary guarantee or subordinate such subsidiary’s guarantee to such subsidiary’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 its guarantee was issued, and we cannot assure you that, regardless of the method of valuation, a court would not determine that such 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’s 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

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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. Since the guarantees by the subsidiary guarantors are limited to the maximum amount that the subsidiary guarantors are permitted to guarantee under applicable law, a subsidiary guarantor’s liability under its guarantee could be reduced to zero, depending upon the amount of other obligations of such subsidiary guarantor. In addition, you will lose the benefit of a particular guarantee if it is released under certain circumstances described under “Description of the Notes—Guarantees.”

Each subsidiary guarantee will contain a provision intended to limit the guarantor’s liability to the maximum amount that it could incur without causing its guarantee to be a fraudulent transfer. However, this provision may not be effective to protect guarantees from being avoided under fraudulent transfer law or may reduce or eliminate the subsidiary guarantor’s obligations to an amount that effectively makes its guarantee worthless. In a recent Florida bankruptcy proceeding, a similar provision was found to not be effective to protect subsidiary guarantors.

Risks Related to Our Business and the Acquisition

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 future 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.

The integration of AIPC may not be successful, and anticipated benefits from the Acquisition may not be realized.

After completion of the Acquisition, we will have more sales, assets and employees than we did prior to the Acquisition. Our management will be required to devote time and attention to the process of integrating the operations of AIPC. There are difficulties inherent in that process. These difficulties include:

•  integrating AIPC’s business while carrying on the ongoing operations of our other businesses;

•  managing a larger company than before completion of the Acquisition;

•  the possibility of faulty assumptions underlying our expectations for the integration process;

•  coordinating businesses located in different geographic regions;

•  the integration of two unique business cultures, which may prove to be incompatible;

•  attracting and retaining the personnel associated with AIPC’s business following the Acquisition;

•  creating uniform standards, controls, procedures, policies and compliance systems and minimizing the costs associated with such matters.

There is no assurance that we will successfully or cost-effectively integrate AIPC. The process of integrating AIPC’s business may cause an interruption of, or loss of momentum in, the activities of our businesses after completion of the Acquisition. If our management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, our businesses following the Acquisition could suffer and our results of operations and financial condition may be harmed.

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Even if we are able to successfully integrate AIPC’s business, it may not be possible to realize the full benefits of the increased sales volume and other benefits that are currently expected to result from the Acquisition, or realize these benefits within the time frame that is currently expected. For example, the elimination of duplicative costs may not be possible or may take longer than anticipated, or the benefits from the Acquisition may be offset by costs incurred or delays in integrating AIPC’s business. In addition, the benefits of the Acquisition may be offset by operating losses relating to changes in commodity or energy prices, or in increased competition. If we fail to realize the benefits we anticipate from the Acquisition, our results of operations may be adversely affected.

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, lack of 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 would 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.

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 and cash flows.

Ralcorp and AIPC compete in mature categories with strong competition.

We and AIPC compete in mature segments with competitors that have a large percentage of segment sales. 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.

We and AIPC compete with both private label and branded food producers, some of which 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.

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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 private label products produced by us and AIPC 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.

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 and, following the Acquisition will continue to be, 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 any significant customers following the Acquisition may adversely affect its results of operations.

A limited number of customer accounts represent a large percentage of our business and AIPC’s business. Wal-Mart Stores, Inc. (“Wal-Mart”) accounted for approximately 19% of our net sales in 2009 and approximately 25% of AIPC’s net sales in 2009. The loss of Wal-Mart as a customer for either business would have an adverse effect on net sales following the Acquisition. The success of our business following the Acquisition depends, in part, on the ability to maintain the 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 or if we are otherwise unable to continue AIPC’s customer relationships and 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

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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, including AIPC’s products, could be affected by consumer concerns regarding the health effects of nutrients or ingredients such as trans fats, carbohydrates, sugar, processed wheat or other product attributes.

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.

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.

13

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 or other intangible assets 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. In March 2010, we recognized a goodwill impairment loss of $20.5 million related to the Linette chocolate business resulting from reduced sales to a major customer, the inability to quickly replace the lost volume and changes in anticipated ingredient cost trends.

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.

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THE ACQUISITION

On June 20, 2010, we entered into the Merger Agreement. Under the terms of the Merger Agreement, we agreed to acquire all of the outstanding shares of common stock of AIPC, for $53.00 per share in cash, for a total purchase price of approximately $1.2 billion, net of cash acquired (the “Acquisition”). As provided in the Merger Agreement, we have commenced a tender offer to acquire all of the outstanding shares of Class A Common Stock for $53.00 per share in cash. The tender offer, though our subsidiary Excelsior Acquisition Co. (“Excelsior”), is scheduled to expire at midnight, New York City time, on July 22, 2010, unless extended. The tender offer is subject to a number of conditions, including:

•  there being validly tendered in accordance with the terms of the tender offer, and not withdrawn, a number of shares of Class A Common Stock of that, together with any shares of common stock then owned by us, represents at least a majority of the total number of shares of outstanding common stock of AIPC on a fully diluted basis; and

•  other customary conditions as set forth in the Merger Agreement.

There is no financing condition to the tender offer. The net proceeds of this offering will be used to pay a portion of the purchase price of the shares of AIPC to be acquired in the Acquisition.

After the successful completion of the tender offer and subject to satisfaction or waiver of certain conditions therein, AIPC will be merged with and into Excelsior, and AIPC will be the surviving corporation and our wholly-owned subsidiary. The Acquisition is expected to close during our fourth fiscal quarter ending September 30, 2010.

The Merger Agreement

Each of the parties to the Merger Agreement has made customary representations, warranties and covenants in the Merger Agreement that are subject, in some cases, to specified limitations and qualifications, including the occurrence of a material adverse effect. We have agreed to certain covenants in the Merger Agreement, including, among others, covenants to take all action necessary to cause Excelsior to perform its obligations under the Merger Agreement and to consummate the tender offer and the Merger on the terms and conditions set forth in the Merger Agreement.

As part of the Merger Agreement, AIPC granted to Excelsior an irrevocable option (the “Top-Up Option”) to purchase from AIPC up to a number of authorized and unissued shares of its Class A Common Stock at a per share purchase price equal to the offer price under the tender offer that, when added to the number of shares of Class A Common Stock owned by Excelsior at the time of exercise of the Top-Up Option, results in Excelsior owning one more share than 90% of the number of shares of each class of AIPC capital stock then outstanding that would be entitled to vote on the merger after the issuance of all shares to be issued upon exercise of the Top-Up Option, calculated on a fully diluted basis (assuming conversion or exercise of all derivative securities or other rights to acquire shares of Common Stock of AIPC regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof) (the “Top-Up Option Shares”). The Top-Up Option may be exercised only one time and only if at the time of exercise Excelsior owns 60% or more of the total shares outstanding and, after exercise, Excelsior would own either one share more than 90% of the number of shares of capital stock outstanding or all the additional unissued shares which AIPC is authorized to issue under its certificate of incorporation. Excelsior will pay the par value of the Top-Up Option Shares in cash. The balance of the consideration for the Top-Up Option Shares may be paid in cash or by a promissory note or by a combination thereof. The promissory note will bear interest at 8% per year, be due one year from the date the Top-Up Option Shares are issued and may be repaid without premium or penalty. The promissory note will be full recourse against Excelsior and us and secured by the Top-Up Option Shares.

The Merger Agreement contains certain termination rights for each party and may be terminated, subject to certain exceptions, at any time prior to the closing of the Merger under certain specified conditions. The Merger Agreement provides that, upon the termination of the Merger Agreement under specified circumstances, AIPC will be required to pay us a termination fee of $36.3 million.

15

Bridge Loan Facility

In connection with the Acquisition, we have entered into a commitment letter with a group of lenders, pursuant to which the lenders have committed to provide a new 364-day senior bridge loan facility in an aggregate principal amount of up to $1 billion (the “Bridge Facility”). We expect to reduce the commitments under the Bridge Facility to $550 million upon the consummation of this offering. Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc., Wells Fargo Securities, LLC and Deutsche Bank Securities Inc. are the co-lead arrangers under the Bridge Facility.

The Bridge Facility is subject to the closing of the Acquisition and other customary closing conditions. The maturity date of the Bridge Facility will be the 364th day following the closing of the Bridge Facility. We are permitted to use the proceeds of the loans under the Bridge Facility only for purposes of financing the Acquisition and paying fees and expenses incurred in connection with the Acquisition.

All of our obligations under the Bridge Facility will be unconditionally guaranteed by each of our existing and subsequently acquired or organized domestic subsidiaries that are required to guarantee our obligations under our 2008 Credit Facility. The Bridge Facility will be secured by the same collateral which secures the 2008 Credit Facility.

Borrowings under the Bridge Facility will bear interest at LIBOR or, at our option, an Alternate Base Rate, plus a margin, ranging from 2.50% to 7.50% for LIBOR-based loans and from 1.50% to 6.50% for Alternate Base Rate-based loans, depending upon the ratings of S&P and Moody’s for any class of our non-credit enhanced long term senior unsecured debt and the period of time that the loans are outstanding under the Bridge Facility.

The Bridge Facility will contain certain representations and warranties, certain affirmative covenants, certain negative covenants, certain financial covenants and events of default that are customarily required for similar financings. Such terms will be similar to those in the 2008 Credit Facility.

Five-Year Credit Agreement

On July 9, 2010, we entered into a commitment letter relating to a new credit agreement (the “2010 Credit Facility”) for which JPMorgan Chase Bank, N.A., Banc of America Securities LLC and SunTrust Robinson Humphrey, Inc. will serve as lead arrangers. Each of JPMorgan Chase Bank, N.A., Bank of America, N.A. and SunTrust Bank have agreed severally to provide $60,000,000 or 12% of the facility, whichever is less, and the lead arrangers are assembling a syndicate of financial institutions to provide the balance of the necessary commitments.

We expect the 2010 Credit Facility to provide for a $300 million five-year revolving credit facility and a $200 million term loan facility. The 2010 Credit Facility will be subject to various conditions, including the completion of the tender offer referred to herein, which shall occur simultaneously with the initial funding under the facility. Borrowings under the 2010 Credit Facility will be used for general corporate purposes, including payment of a portion of the purchase price in the Acquisition.

Under the 2010 Credit Facility, which will mature on July      , 2015, $300 million will be available on a revolving basis until the maturity date and $200 million of term loans will be made on the date of the initial borrowing and will be repaid in quarterly installments of principal over the term of the 2010 Credit Facility. Following the initial funding under the 2010 Credit Facility, we will have the right to request up to an additional $150 million in revolving credit or term loans. None of the lenders would be required to provide such additional commitments.

All of our obligations under the 2010 Credit Facility will be unconditionally guaranteed by each of our existing and subsequently acquired or organized domestic subsidiary of Ralcorp that is required to guarantee our obligations under the 2008 Credit Facility. The 2010 Credit Facility will be secured by the same collateral which secures the 2008 Credit Facility.

We anticipate that borrowings under the 2010 Credit Facility will bear interest at LIBOR or, at our option, an Alternate Base Rate, plus a margin, ranging from 2.00% to 2.75% for LIBOR-based loans and from 1.00% to 1.75% for Alternate Base Rate-based loans, depending upon our leverage ratio.

The 2010 Credit Facility will contain certain representations and warranties, certain affirmative covenants, certain negative covenants, certain financial covenants and events of default that are customarily required for similar financings. We anticipate that such terms will be similar to those in the 2008 Credit Facility.

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USE OF PROCEEDS

We estimate that the net proceeds from this offering will be approximately $      million after discounts and commissions and estimated expenses related to this offering. If the Acquisition is consummated, the net proceeds will be used to pay a portion of the purchase price of the shares of AIPC to be acquired in the Acquisition described under “The Acquisition” and related transaction costs. Pending such use, the proceeds may be invested temporarily in short-term, interest-bearing, investment-grade securities or similar assets.

We expect to provide the remaining funds required for completion of the Acquisition from cash on hand and from borrowings under the 2008 Credit Facility, the 2010 Credit Facility or our $75 million accounts receivable securitization program.

In the event that the Merger Agreement is terminated or the Merger is not completed on or before October 15, 2010, the 2020 notes will be subject to a special mandatory redemption but the 2039 notes will not be subject to a special mandatory redemption. See “Description of the Notes—Special Mandatory Redemption.” If the net proceeds from the sale of the 2039 notes are not used to finance the Acquisition, they will be available for general corporate purposes.

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CAPITALIZATION

The following table sets forth, as of March 31, 2010, our cash and cash equivalents and our consolidated capitalization on an actual basis and on a pro forma basis giving effect to the Transactions, including this offering. The table below is derived from our unaudited consolidated financial statements incorporated by reference herein and our pro forma financial data contained in “Unaudited Pro Forma Condensed Combined Financial Information.”

	March 31, 2010
(in millions)	Actual			Pro Forma
Cash and cash equivalents	$	163.1		$	35.7
Debt:
% Notes due 2020	$	—		$
6.625% Notes due 2039		300.0
2008 Credit Facility		—			155.2
2010 Credit Facility		—			500.0
Fixed Rate Senior Notes, Series B due 2010		29.0			29.0
Fixed Rate Senior Notes, Series C due 2013		50.0			50.0
Fixed Rate Senior Notes, Series D due 2013		42.9			42.9
Fixed Rate Senior Notes, Series E due 2015		100.0			100.0
Fixed Rate Senior Notes, Series F due 2012		75.0			75.0
Fixed Rate Senior Notes, Series I-1 due 2019		75.0			75.0
Fixed Rate Senior Notes, Series I-2 due 2019		25.0			25.0
Fixed Rate Senior Notes, Series J due 2022		100.0			100.0
7.29% Senior Notes due 2018		577.5			577.5
7.39% Senior Notes due 2020		67.0			67.0
Floating Rate Notes due 2018		20.0			20.0
7.45% Private Placement 2009A		50.0			50.0
7.60% Private Placement 2009B		50.0			50.0
Other		.2			.2
Total debt		1,561.6			2,666.8
Stockholders’ equity:
Common stock		.6			.6
Additional paid-in capital		1,936.4			1,936.4
Common stock in treasury, at cost		(350.3	)		(350.3	)
Retained earnings		1,173.2			1,156.3
Accumulated other comprehensive income		(26.5	)		(26.5	)
Total shareholders’ equity		2,733.4			2,716.5
Total capitalization	$	4,295.0		$	5,383.3

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RATIO OF EARNINGS TO FIXED CHARGES

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

Six Months

Ended

Twelve Months Ended

March 31,

September 30,

2010

2009

2008

2007

2006

2005

Ratio of earnings to fixed charges

4.1x

5.1x

5.0x

1.6x

3.7x

5.9x

For the purposes of calculating the ratio of earnings to fixed charges, 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.

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UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information is based upon the historical consolidated financial information of Ralcorp and AIPC and has been prepared to reflect the acquisition of AIPC based on the purchase method of accounting. The unaudited pro forma condensed combined balance sheet as of March 31, 2010 is presented as if the Merger and related Transactions had occurred on that date. The unaudited pro forma condensed combined statements of earnings for the year ended September 30, 2009 and for the six months ended March 31, 2010 are presented as if the Merger and related Transactions had occurred on October 1, 2008. The historical consolidated financial information has been adjusted to give pro forma effect to proposed events that are directly attributable to the Transactions and factually supportable. Certain amounts in the historical consolidated AIPC financial information have been reclassified to conform to Ralcorp’s financial statement presentation.

The unaudited pro forma condensed combined financial statements should be read in conjunction with Ralcorp’s historical audited financial statements and the unaudited interim financial information which are incorporated herein as provided under “Where You Can Find More Information; Incorporation by Reference” and in conjunction with AIPC’s historical audited financial statements included in AIPC’s annual report on Form 10-K for the fiscal year ended October 2, 2009, and its unaudited interim financial information included in its quarterly report on Form 10-Q for the quarter ended April 2, 2010, as filed with the SEC.

For purposes of this unaudited pro forma condensed combined financial information, Ralcorp has made a preliminary allocation of the estimated purchase price to the tangible and intangible assets acquired and liabilities assumed based on various estimates of their fair value. The purchase consideration, including certain acquisition and closing costs, will be allocated among the relative fair values of the assets acquired and liabilities assumed based on their estimated fair values as of the date of the acquisition. This allocation is dependent upon certain valuations and other analyses which cannot be completed prior to the completion of the transaction and are required to make a definitive allocation. The final allocations may differ materially from the preliminary allocations used in these unaudited pro forma condensed combined financial statements and such differences may result in material changes in the pro forma information contained herein.

The unaudited pro forma condensed combined financial information has been prepared for illustrative purposes only and is not necessarily indicative of the consolidated financial position at any future date or consolidated results of operations in future periods or the results that actually would have been realized had Ralcorp and AIPC been a combined company during the specified periods. The pro forma adjustments are based on the preliminary information available as of the date of this prospectus.

Based on Ralcorp’s review of the summary of significant accounting policies disclosed in AIPC’s financial statements, the nature and amount of any adjustments to the historical financial statements of AIPC to conform its accounting policies to those of Ralcorp are not expected to be significant. Upon consummation of the Merger, further review of AIPC’s accounting policies and financial statements may result in required revisions to AIPC’s policies and classifications to conform to Ralcorp’s.

The unaudited pro forma condensed combined financial information does not give effect to any potential cost savings or other operating efficiencies that could result from the Acquisition. The unaudited pro forma condensed combined financial information also does not give effect to other acquisitions completed by Ralcorp after March 31, 2010, including J.T. Bakeries Inc., North American Baking Ltd., and Sepp’s Gourmet Foods Ltd., with total combined acquisition costs of less than $150 million, total combined annual net sales of approximately $125 million, and total combined annual net earnings of less than $10 million. These acquisitions were funded with available cash on hand at March 31, 2010, as well as borrowings under Ralcorp’s 2008 Credit Facility.

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Unaudited Pro Forma Condensed Combined Balance Sheet

	As of March 31, 2010
							Pro Forma			Pro Forma
(in millions)	Ralcorp			AIPC (a)			Adjustments			Combined
Assets
Current Assets
Cash and cash equivalents	$	163.1		$	35.7		$	(163.1	)(c)	$	35.7
Marketable securities		10.0			—			—			10.0
Investment in Ralcorp Receivables Corporation		125.3			—			—			125.3
Receivables, net		148.9			49.7			—			198.6
Inventories		345.8			41.4			5.0	(d)		392.2
Deferred income taxes		8.9			11.1			—			20.0
Prepaid expenses and other current assets		16.2			8.1			.7	(e)		25.0
Total Current Assets		818.2			146.0			(157.4	)		806.8
Property, Net		911.6			280.9			28.0	(f)		1,220.5
Goodwill		2,367.8			—			658.8	(b)		3,026.6
Other Intangible Assets, Net		1,155.0			78.1			282.0	(g)		1,515.1
Other Assets		28.2			2.6			5.2	(e)		36.0
Total Assets	$	5,280.8		$	507.6		$	816.6		$	6,605.0
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts and notes payable	$	200.5		$	18.7		$	22.8	(h)	$	242.0
Other current liabilities		179.6			67.0			(45.0	)(c)		201.6
Total Current Liabilities		380.1			85.7			(22.2	)		443.6
Long-term Debt		1,521.7			—			1,105.2	(c)		2,626.9
Deferred Income Taxes		445.9			55.6			113.4	(i)		614.9
Other Liabilities		199.7			3.4			—			203.1
Total Liabilities		2,547.4			144.7			1,196.4			3,888.5
Shareholders’ Equity
Common stock		.6			—			—	(j)		.6
Additional paid-in capital		1,936.4			292.8			(292.8	)(j)		1,936.4
Common stock in treasury, at cost		(350.3	)		(54.5	)		54.5	(j)		(350.3	)
Retained earnings		1,173.2			111.7			(128.6	)(j)		1,156.3
Accumulated other comprehensive income		(26.5	)		12.9			(12.9	)(j)		(26.5	)
Total Shareholders’ Equity		2,733.4			362.9			(379.8	)		2,716.5
Total Liabilities and Shareholders’ Equity	$	5,280.8		$	507.6		$	816.6		$	6,605.0

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information.

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Unaudited Pro Forma Condensed Combined Statements of Earnings

	For the Year Ended September 30, 2009
							Pro Forma			Pro Forma
(in millions, except per share data)	Ralcorp			AIPC (a)			Adjustments			Combined
Net Sales	$	3,891.9		$	628.1		$	—		$	4,520.0
Cost of products sold		(2,834.1	)		(451.5	)		(7.8	)(k)		(3,293.4	)
Gross Profit		1,057.8			176.6			(7.8	)		1,226.6
Selling, general and administrative expenses		(609.0	)		(63.2	)		(18.8	)(g)		(691.0	)
Interest expense, net		(99.0	)		(16.5	)		(44.9	)(l)		(160.4	)
Gain on forward sale contracts		17.6			—			—			17.6
Gain on sale of securities		70.6			—			—			70.6
Other expense, net		(.5	)		—			—			(.5	)
Earnings before Income Taxes and Equity Earnings		437.5			96.9			(71.5	)		462.9
Income taxes		(156.9	)		(8.6	)		25.7	(i)		(139.8	)
Earnings before Equity Earnings		280.6			88.3			(45.8	)		323.1
Equity in earnings of Vail Resorts, Inc., net of related deferred income taxes		9.8			—			—			9.8
Net Earnings	$	290.4		$	88.3		$	(45.8	)	$	332.9

	For the Six Months Ended March 31, 2010
							Pro Forma			Pro Forma
(in millions, except per share data)	Ralcorp			AIPC (a)			Adjustments			Combined
Net Sales	$	1,956.9		$	294.9		$	—		$	2,251.8
Cost of products sold		(1,417.7	)		(191.6	)		(1.4	)(k)		(1,610.7	)
Gross Profit		539.2			103.3			(1.4	)		641.1
Selling, general and administrative expenses		(288.1	)		(32.4	)		(9.4	)(g)		(329.9	)
Interest expense, net		(50.4	)		(3.1	)		(22.5	)(l)		(76.0	)
Goodwill impairment loss		(20.5	)		—			—			(20.5	)
Other income (expense), net		(.8	)		.3			—			(.5	)
Earnings before Income Taxes		179.4			68.1			(33.3	)		214.2
Income taxes		(65.5	)		(24.2	)		12.0	(i)		(77.7	)
Net Earnings	$	113.9		$	43.9		$	(21.3	)	$	136.5

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information.

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Notes to Unaudited Pro Forma Condensed Combined Financial Information
(dollars in millions, except per share data)

(a)

Certain reclassifications have been made to the historical presentation of AIPC to conform to the presentation used in the unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed combined statements of earnings. AIPC’s fiscal calendar is slightly different from Ralcorp’s, so AIPC’s financial information as of and for the six months ended April 2, 2010 has been used to correspond with Ralcorp’s financial information as of and for the six months ended March 31, 2010 and AIPC’s financial information for the year ended October 2, 2009 has been used to correspond with Ralcorp’s financial information as of and for the year ended September 30, 2009.

(b)

The preliminary total cost of the AIPC acquisition has been calculated as follows:

AIPC common stock and stock awards outstanding at April 2, 2010:

Common stock			21,749,030
Stock options			303,232
Stock appreciation rights			1,358,516
Nonvested share liability awards			20,095
Nonvested share equity awards			232,240
			23,663,113
Offer price per share	x	$	53.00
		$	1,254.1
Less: Exercise price of stock options and stock appreciation rights			(30.8	)
Total consideration		$	1,223.3

The table below represents a preliminary allocation of the total cost of the acquisition to AIPC’s tangible and intangible assets and liabilities based on management’s preliminary estimate of their respective fair value as of the date of the business combination:

Historical net book value of AIPC (j)	$	362.9
Preliminary valuation adjustment to inventories (d)		5.0
Preliminary valuation adjustment to property (f)		28.0
Preliminary valuation adjustment to identifiable intangible assets (g)		282.0
Deferred tax impact of preliminary valuation adjustments (i)		(113.4	)
Residual goodwill created from the business combination		658.8
Total acquisition cost allocated	$	1,223.3

This allocation is dependent upon certain valuations and other analyses which cannot be completed prior to the completion of the transaction and are required to make a definitive allocation. Any changes to the initial estimates of the fair value of the identifiable assets and liabilities of AIPC, including any deferred tax impacts, will result in an offsetting change in residual goodwill.

(c)	For the purposes of preparing the unaudited pro forma condensed combined financial information, it has been assumed that Ralcorp will utilize all of its available cash to fund a portion of the Acquisition. For the remainder, including the repayment of $45.0 of current maturities of long-term debt in AIPC’s “Other current liabilities” as of April 2, 2010, it has been assumed that Ralcorp will incur additional long-term indebtedness totaling approximately $1,105.2. The terms of the specific debt issuances are expected to include $200.0 of 30-year notes, $250.0 of 10-year notes and borrowings of $500.0 under the 2010 Credit Facility, with the remainder funded by borrowings under our 2008 Credit Facility or our $75.0 accounts receivable securitization program.
(d)	AIPC’s historical inventory values have been adjusted to estimated fair value as discussed in note (b) above.
(e)	Debt issuance costs related to the notes and bank loan discussed in note (c) above are estimated to total approximately $5.9, which will be capitalized and amortized over the respective financing terms. On the

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unaudited pro forma condensed combined balance sheet, the amount of debt issuance costs to be amortized within one year (based on an estimated weighted average amortization period of approximately 12 years) has been reflected as an increase in prepaid expenses and other current assets, while the remainder has been reflected as an increase in other assets.

(f)	For purposes of the preliminary allocation discussed in note (b) above, Ralcorp estimated a fair value adjustment for AIPC’s property based on a preliminary assessment of the assets and valuation studies from other recent Ralcorp acquisitions.
(g)	For purposes of the preliminary allocation discussed in note (b) above, Ralcorp estimated the fair value of AIPC’s identifiable intangible assets at $360.1, including approximately $78.1 of brand intangibles recorded in AIPC’s historical financial statements and approximately $282.0 of customer relationships and other intangibles recorded as a pro forma adjustment. For the purposes of determining additional amortization to be recorded in selling, general and administrative expenses in the unaudited pro forma condensed combined statements of earnings, the incremental amount of intangible assets has been assumed to have a weighted average remaining useful life of approximately 15 years.
(h)	The estimated total acquisition-related costs to be incurred have been reflected as an increase in accounts payable in the unaudited pro forma condensed combined balance sheet. These costs include the debt issuance costs capitalized as discussed in note (e) above, along with acquisition-related costs which are expensed as incurred (see note (j) below), including investment banking fees, legal fees, filing fees and other costs directly related to the business combination.
(i)	Income tax impacts as a result of purchase accounting and other pro forma adjustments have been estimated at Ralcorp’s incremental effective income tax rate for the periods presented (approximately 36%), which reflects Ralcorp’s best estimate of its statutory income tax rates for all tax jurisdictions.
(j)	AIPC’s historical equity accounts (the total of which is equal to its book value) will be eliminated upon completion of the Merger. In addition, retained earnings has been reduced to reflect certain acquisition-related expenses as described in note (h) above.
(k)	For purposes of determining additional depreciation expense to be recorded in cost of products sold in the unaudited pro forma condensed combined statements of earnings, the fair value adjustment to property has been assumed to have an estimated weighted average remaining useful life of 10 years. In addition to the incremental depreciation expense, cost of products sold in the unaudited pro forma condensed combined statement of earnings for the year ended September 30, 2009 includes the impact of the inventory valuation adjustment described in note (d) above.
(l)	As discussed in note (c) above, it is assumed that Ralcorp will incur additional long-term indebtedness totaling approximately $1,105.2. For the purposes of preparing the unaudited pro forma condensed combined statements of earnings, an estimated weighted average interest rate of 4.0% has been assumed. An increase in the assumed interest rate of 250 basis points would increase annual interest expense by an additional $2.8. In addition to incremental interest expense based on the assumed interest rate, the pro forma adjustment to interest expense includes the amortization of the debt issuance costs described in note (e) above.

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DESCRIPTION OF THE NOTES

We will issue (i) $      aggregate principal amount of     % notes due 2020 (the “2020 notes”) and (ii) $      aggregate principal amount of 6.625% notes due 2039 (the “2039 notes” and, together with the 2020 notes, the “notes”) pursuant to an indenture (such indenture, as supplemented from time to time, the “Indenture”) dated as of August 14, 2009, among itself, the Subsidiary Guarantors (as defined below) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). Except as set forth herein, 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.

We previously issued $300 million in aggregate principal amount of our 6.625% notes due 2039 under the Indenture (the “existing 2039 notes”). The 2039 notes offered hereby will constitute “Additional Notes” as such term is defined in the Indenture and will be treated as a single series with the existing 2039 notes for all purposes of the Indenture. The 2020 notes will be a separate series of debt securities under the Indenture. The 2020 notes will be issued under a new second supplemental indenture governing the 2020 notes, and the 2039 notes will be issued under the first supplemental indenture dated as of August 14, 2009.

Certain terms used in this description are defined under the subheading “—Certain Definitions.” In this description, the words “Company,” “we,” “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.

The following description is only a summary of the material provisions of the Indenture. We urge you to read the Indenture because it, not this description, defines your rights as holders of the notes. 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. A copy of the Indenture can be obtained by following the instructions under the heading “Where You Can Find More Information; Incorporation by Reference.”

Brief Description of the Notes

The notes are being issued in connection with the Company’s proposed acquisition of AIPC, by merger of Excelsior and AIPC, with AIPC as the surviving company. See “The Acquisition.”

The notes:

•  will be senior obligations of the Company;

•  will be guaranteed on a senior basis by each Subsidiary Guarantor;

•  will rank pari passu in right of payment with all existing and future senior indebtedness (including the Credit Facilities, as defined below) of the Company and the Subsidiary Guarantors;

•  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 indebtedness to the extent that our Credit Facilities remain so secured;

•  will rank senior in right of payment to any future subordinated indebtedness of the Company;

•  will be effectively subordinated to any existing and future indebtedness of the Company and the Subsidiary Guarantors that is secured by collateral other than the stock pledge; and

•  will be structurally subordinated to any existing and future indebtedness of our subsidiaries that are not Subsidiary Guarantors.

Principal, Maturity and Interest

The Company will issue the 2020 notes in an aggregate principal amount of $      million. The 2020 notes will mature on August 15, 2020.

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The Company will issue the 2039 notes in an aggregate principal amount of $      million. The 2039 notes will mature on August 15, 2039.

The notes will be issued only in fully registered form, without coupons, and will be denominated in U.S. dollars only in denominations of U.S. $2,000 and any higher integral multiple of $1,000. The notes will be guaranteed as to the payment of principal (and premium, if any) and interest (including additional interest, if any) by the Subsidiary Guarantors. The notes and the related guarantees will constitute senior indebtedness and will rank equally with all other senior indebtedness of the Company and the applicable Subsidiary Guarantors from time to time outstanding and will be secured by a pledge of 65% of the capital stock of certain of our material foreign subsidiaries as described below.

The Indenture does not limit the amount of indebtedness which we or our subsidiaries may incur. Subject to the limits set forth in the Indenture, we, our Subsidiary Guarantors and our other subsidiaries may incur additional secured debt without securing the notes equally and ratably. We may issue additional debt securities under the Indenture up to the aggregate 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 of either series other than issue date and issue price. Any additional debt securities having such similar terms to either series of the notes, together with the notes of such series, 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.

Interest on the 2020 notes will accrue at the rate of     % per annum. Interest on the 2020 notes will be payable semiannually in arrears on February 15 and August 15, commencing February 15, 2011. Interest on the 2039 notes will accrue at the rate of 6.625% per annum. Interest on the 2039 notes will be payable semi-annually in arrears on February 15 and August 15, commencing August 15, 2010. We will make each interest payment to the holders of record of the notes on the immediately preceding February 1 or August 1. Interest on the notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the Issue Date in the case of the 2020 notes and from and including February 15, 2010 in the case of the 2039 notes. Interest 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.

Guarantees

The Subsidiary Guarantors will jointly and severally guarantee, on a senior basis, our obligations under the notes. The obligations of each Subsidiary Guarantor under its guarantee will be limited to an amount designed to prevent that guarantee from constituting a fraudulent conveyance under applicable law; provided, however, there is some doubt as to whether this limitation will be effective to avoid such guarantee from constituting a fraudulent conveyance. If such a guarantee were rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the applicable Subsidiary Guarantor, and, depending on the amount of such indebtedness, a Subsidiary Guarantor’s liability on its guarantee could be reduced to zero. See “Risk Factors—Fraudulent conveyance laws may void the guarantees of the notes or subordinate the guarantees.”

Any Subsidiary Guarantor which makes payment under its guarantee shall have the right to seek contribution from any non-paying Subsidiary Guarantors so long as the exercise of such right does not impair the rights of the holders of the notes.

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The guarantee of a Subsidiary Guarantor will be released:

(1)	if the Subsidiary Guarantor’s guarantee of the Company’s obligations under the Credit Facilities and all other indebtedness for borrowed money is released or discharged, other than by release or discharge as a result of payment under such guarantee; or
(2)	if we exercise our legal defeasance option as described under “—Defeasance; Satisfaction and Discharge” or if our obligations under the Indenture are discharged in accordance with the terms of the Indenture.

Collateral

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.

Such pledge may be released in whole:

(1)	to the extent the capital stock subject to such pledge is sold, conveyed or disposed of in compliance with the Indenture;
(2)	if such pledge is terminated in accordance with the provisions of the applicable security agreement, including upon repayment of our other debt secured thereby and any related release of liens previously granted pursuant to negative pledge covenants; or
(3)	if we exercise our legal defeasance option as described under “—Defeasance; Satisfaction and Discharge” or if our obligations under the Indenture are discharged in accordance with the terms of the Indenture, in either case.

Upon compliance by the Company with the conditions precedent described above, and deliver to the collateral agent of an Officers’ Certificate certifying that all conditions precedent have been met, the collateral agent shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of the pledge.

Ranking

The notes will be general recourse obligations of the Company. The notes will rank senior in right of payment to all existing and future indebtedness of the Company that is, by its terms, expressly subordinated in right of payment to the notes and will rank pari passu in right of payment with all existing and future indebtedness of the Company that is not so subordinated, effectively senior to all unsecured indebtedness to the extent of the value of the collateral securing the notes and effectively junior to any obligations of the Company that are secured by assets that are not part of the collateral securing the notes, to the extent of the value of the assets securing such obligations. The guarantees of the notes will be general recourse obligations of the Subsidiary Guarantors. The guarantees will rank senior in right of payment to all existing and future indebtedness of the Subsidiary Guarantors that is, by its terms, expressly subordinated in right of payment to such guarantees and will rank pari passu in right of payment with all existing and future indebtedness of the Subsidiary Guarantors that is not so subordinated, effectively senior to all unsecured indebtedness of the Subsidiary Guarantors to the extent of the value of the pledged shares securing such guarantees and effectively junior to any obligations of any Subsidiary Guarantor that are secured by assets that are not part of the pledged shares securing such guarantees, to the extent of the value of the assets securing such obligations. In addition, the Indenture will permit the Company and the Subsidiary Guarantors to grant certain “Mortgages,” some of which may have priority claims over the collateral securing the notes.

As of March 31, 2010, after giving pro forma effect to the Transactions, we and the Subsidiary Guarantors had approximately $2,666.8 million of outstanding indebtedness, none of which was secured by collateral other than the stock pledge and our non-guarantor subsidiaries had no outstanding indebtedness. See “Risk factors—Our substantial indebtedness could adversely affect our operations and financial condition.”

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Special Mandatory Redemption

The Company expects to use all of the net proceeds from this offering in connection with the Acquisition, as described under the heading “Use of Proceeds.” The closing of this offering may occur in advance of the date of completion of the Merger. The 2020 notes will be subject to a special mandatory redemption in the event the Merger Agreement governing the Merger is terminated or the Merger is not consummated by October 15, 2010. In that event, the 2020 notes will be redeemed at a special mandatory redemption price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the redemption date.

If such a redemption event occurs, we are required to give written notice to the Trustee, not later than 2 p.m. on the immediately following business day, that the 2020 notes shall be redeemed. Not later than the fifth business day following receipt of such notice, we, or the Trustee on our behalf, will mail notice of redemption to the registered holders of the 2020 notes, specifying the redemption date, which shall be the fifth business day following mailing of the notice. We will be obligated to pay the redemption price in accordance with the rules of the Depository for the 2020 notes on the redemption date.

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 on the notes being redeemed on that redemption date (not including any portion of any payments of interest accrued to the redemption date) discounted to the redemption date on a semiannual basis at the applicable Treasury Rate (as defined below), as determined by the applicable Reference Treasury Dealer (as defined below), plus (i) with respect to any of the 2020 notes,   basis points and (ii) with respect to any of the 2039 notes, 35 basis points;

plus, in each case, accrued and unpaid interest 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.

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 to the redemption date.

On and after the redemption date, interest 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). 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 on the notes to be redeemed on that date. If less than all of the notes of a series are to be redeemed, the notes of such series to be redeemed shall be selected by the Trustee by a method the Trustee deems to be fair and appropriate.

“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 such 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

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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) with respect to any of the 2020 notes, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc. and a Primary Treasury Dealer (defined herein) selected by Wells Fargo Securities, LLC (or their respective affiliates which are Primary Treasury Dealers), and their 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 any other Primary Treasury Dealer(s) selected by us and (ii) with respect to any of the 2039 notes, J.P. Morgan Securities Inc. and Banc of America Securities LLC (or their respective affiliates which are Primary Treasury Dealers), and their successors; provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, we will substitute therefor another Primary Treasury Dealer; and 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.

Mandatory Redemption; Offer to Purchase; Open Market Purchases

Except as described above under “Special Mandatory Redemption” as it relates to the 2020 notes and below under “Change of Control Triggering Event” as it relates to all the notes, we are not required to make redemption or sinking fund payments with respect to the notes or to repurchase the notes prior to their maturity. We may at any time and from time to time purchase notes in the open market or otherwise.

Change of Control Triggering Event

Upon the occurrence of a Change of Control Triggering Event with respect to a series of notes, unless we have exercised our right to redeem such series of 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 of such series 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, to the date of purchase, subject to the rights of holders of such notes on the relevant record date to receive interest due on the relevant interest payment date.

Unless we have exercised our right to redeem the applicable 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 the applicable 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 the applicable notes electing to have such notes purchased pursuant to a Change of Control Offer will be required to surrender such notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such note completed, to the paying agent at the address specified in the notice, or transfer such notes to the paying

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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;
(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 following:

(1)      with respect to the 2020 notes, the rating on the 2020 notes is lowered by any two of the three 2020 Notes Rating Agencies and the 2020 notes are rated below an Investment Grade Rating by any two of the three 2020 Notes 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 2020 Rating Agencies has publicly announced that it is considering a possible ratings change). If one of the 2020 Notes Rating Agencies (including any replacement rating agency) has ceased to provide a rating for the 2020 notes at the commencement of any Trigger Period, a Change of Control Triggering Event will mean the rating on the 2020 notes is lowered by one of the remaining 2020 Notes Rating Agency and the 2020 notes are rated below Investment Grade by such agency on any date during the Trigger Period. If any two of the three 2020 Notes Rating Agencies (including any replacement rating agency) have ceased to provide a rating for the 2020 notes, at the commencement of any Trigger Period, a Change of Control Triggering Event will be deemed to have occurred; or

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(2)      with respect to the 2039 notes, the rating on the 2039 notes is lowered by both of the 2039 Notes Rating Agencies and the 2039 notes are rated below an Investment Grade Rating by each of the 2039 Notes 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 2039 Notes Rating Agencies has publicly announced that it is considering a possible ratings change). If one of the 2039 Notes Rating Agencies (including any replacement rating agency) has ceased to provide a rating for the 2039 notes at the commencement of any Trigger Period, a Change of Control Triggering Event will mean the rating on the 2039 notes is lowered by the remaining 2039 Notes Rating Agency and the 2039 notes are rated below Investment Grade by such agency on any date during the Trigger Period. If both of the 2039 Notes Rating Agencies (including any replacement rating agency) have ceased to provide a rating for the 2039 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 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.

“2020 Notes Rating Agency” means each of Moody’s, S&P and Fitch; provided, however, that if any of Moody’s, S&P or Fitch 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.

“2039 Notes Rating Agency” means each of Moody’s and S&P; provided, however, 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 shall be deemed to be reasonably acceptable.

“Fitch” means Fitch Ratings, a member of the Fitch Group, which is a majority-owned subsidiary of Fimalac, S.A., or its successors.

“Investment Grade” means (i) with respect to the 2020 notes, 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); a rating of BBB- or better by Fitch (or its equivalent under any successor rating category of Fitch); or, if applicable, the equivalent investment grade rating by any replacement Rating Agency and (ii) with respect to the 2039 notes, 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

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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.

“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.

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.

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 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.

Certain Covenants

The Indenture contains certain covenants including, the following:

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 (as defined below).

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

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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 as described in clause (5));
(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 (and any other debt securities issued under the Indenture to the extent the terms thereof so provide) 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 requirement 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

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new liens, then this restriction shall cease to apply and only the provisions described in the preceding paragraph shall apply.

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 Transaction, 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.

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 on all the notes (and any other debt securities issued under the Indenture to the extent the terms thereof so provide) 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 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

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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.

Subsidiary Guarantees

All of our existing and future Subsidiaries that are guarantors of our Credit Facilities or other indebtedness for borrowed money will be required to unconditionally guarantee payment of the notes (and any other debt securities issued under the Indenture to the extent the terms thereof so provide) for so long as they remain guarantors under any of our Credit Facilities or such other indebtedness.

Modification or Amendment

Supplemental Indentures with Consent. 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 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

•  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 debt security of each series affected thereby.

Supplemental Indentures Without Consent. Without the consent of any holders of the notes, 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;

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•  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 each series of the notes means:

•  default for 30 days in the payment of any interest on the notes of such series when due;

•  default in the payment of the principal of, or any premium on, the notes of such series when due or, in the case of the 2020 notes, failure to redeem any of the 2020 notes if and when required pursuant to any mandatory redemption provision;

•  default in the performance, or breach, of any covenant or warranty of ours or any Subsidiary Guarantor applicable to the notes of such series, any guarantee, any security agreement or the Indenture with respect to the notes of such series for 90 days after we receive notice from the Trustee or the holders of at least 25% in principal amount of the outstanding notes of such series 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 of a series, the Trustee must give to the holders of the notes of such series 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 of a series, the Trustee or the holders of at least 25% in principal amount of the outstanding notes of such series may declare the applicable principal amount of all of the notes of such series to be immediately due and

36

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 of such series 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 of a series, on behalf of the holders of the notes of such series, 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” 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 of a series 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 of such series.

Defeasance; Satisfaction and Discharge

Legal or Covenant Defeasance. The Indenture provides that we may be discharged from our obligations with respect to the notes of a series, 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 of a series, except for, among other things, certain obligations to register the transfer or exchange of the notes of such series, to replace stolen, lost or mutilated notes of such series, 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 heading “—Certain Covenants” (other than the covenant described under “—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 notes of the applicable 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 of a series on the maturity of those payments in accordance with the terms of the Indenture and the notes of such series. 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 of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the defeasance.

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Covenant Defeasance and Events of Default. In the event we exercise our option to effect covenant defeasance with respect to the notes of such series and the notes of such series 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 of such series on the dates installments of interest or principal are due but may not be sufficient to pay amounts due on the notes of such series at the time of the acceleration resulting from the event of default. However, we will remain liable for those payments.

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 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 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 or its affiliates.

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 DTC (the “Depository”) and registered in the name of DTC or a nominee of DTC. Any person

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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 Depository.

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 depository, 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;

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

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

Neither we nor the Trustee have any responsibility for any aspect of the Depository’s actions or for its records of ownership interests in the global security, and neither we nor the Trustee supervise the Depository 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 Depository notifies us that it is unwilling, unable or no longer qualified to continue as depository, 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 Depository) to terminate a global security.

When a global security terminates, the Depository, and not us or the Trustee, 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

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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.

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.

Certain Definitions

“2009 Credit Facilities” means (a) $400 million revolving credit agreement dated as of July 18, 2008 and (b) 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.

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“2010 Credit Facilities” means our (a) $400 million revolving credit agreement dated as of July 18, 2008, (b) our $1.00 billion 364-day credit agreement dated as of July   , 2010 and (c) our $500 million credit agreement dated as of July   , 2010, in each case, as amended, modified, supplemented, replaced, renewed or refinanced from time to time.

“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.

“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, in the case of the 2039 notes, the 2009 Credit Facilities and, in the case of the 2020 notes, the 2010 Credit Facilities.

“Depository” means The Depository Trust Company or “DTC”.

“DTC” means The Depository Trust Company.

“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),
(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.

“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

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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.

“Subsidiary Guarantors” means each Subsidiary of the Company that executes the Indenture as a guarantor and each other Subsidiary of the Company that thereafter guarantees the notes pursuant to the terms of the Indenture.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb) as in effect as of the date hereof.

“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.

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MATERIAL UNITED STATES FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS

The following is a summary of the material U.S. federal income and, in the case of non-U.S. holders (as defined below), certain estate tax consequences of the purchase, ownership, and disposition of the notes. This summary is generally limited to holders that acquire the notes pursuant to this offering and hold the notes as “capital assets” (generally, property held for investment) for U.S. federal income tax purposes. This discussion does not describe all of the U.S. federal income tax consequences that may be relevant to a holder in light of its particular circumstances or to holders subject to special rules, including, without limitation, tax-exempt organizations, holders subject to the U.S. federal alternative minimum tax, dealers 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, U.S. holders (as defined below) whose functional currency is not the U.S. dollar, and persons that hold the notes in connection with a straddle, hedging, conversion or other risk-reduction transaction.

The U.S. federal income tax consequences set forth below are based upon the Internal Revenue Code of 1986, as amended (the “Code”) and applicable Treasury regulations, court decisions, and rulings and pronouncements of the IRS, all as in effect on the date hereof, and all of which are subject to change, or differing interpretations at any time with possible retroactive effect. There can be no assurance that the IRS will not challenge one or more of the tax consequences described herein, and the Company has 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 a 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, that is created or organized in or under the laws of the United States or any political subdivision thereof;

•  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 a note that is neither a U.S. holder nor a partnership or an entity treated as a partnership for U.S. federal income tax purposes.

If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of a note, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A beneficial owner that is a partnership and partners in such a partnership should consult their tax advisors about the U.S. federal income tax consequences of the purchase, ownership and disposition of the notes.

This summary does not address the tax consequences arising under any state, local, or foreign law. Furthermore, this summary does not consider the effect of the U.S. federal estate or gift tax laws (except as set forth below with respect to certain U.S. federal estate tax consequences to non-U.S. holders).

Investors considering the purchase of the notes should consult their own tax advisors with respect to the application of the U.S. federal income tax laws to their particular situation, as well as any tax consequences arising under the U.S. federal estate or gift tax rules or under the laws of any state, local, or foreign taxing jurisdiction or under any applicable tax treaty.

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Possible Treatment as Contingent Payment Debt Instruments

We may be obligated to pay amounts in excess of the stated interest or principal on the notes, including as described under “Description of Notes—Special Mandatory Redemption,” “Description of Notes—Optional Redemption,” and “Description of Notes—Offer to Redeem upon Change of Control Triggering Event.” These potential payments may implicate the provisions of Treasury regulations relating to “contingent payment debt instruments.” According to the applicable Treasury regulations, certain contingencies will not cause a debt instrument to be treated as a contingent payment debt instrument if such contingencies, as of the date of issuance, are remote or incidental. We intend to take the position that the foregoing contingencies are remote or incidental, and we do not intend to treat the notes as contingent payment debt instruments. Our determination regarding the remoteness of such contingency is binding on each U.S. holder unless a U.S. holder explicitly discloses to the IRS in the proper manner that its determination is different than ours.

Our determination is not binding on the IRS and it is possible that the IRS may take a different position regarding the possibility of such additional payments, in which case, if that position were sustained, the timing, amount and character of income recognized with respect to a note may be substantially different than described herein and a holder may be required to recognize income significantly in excess of payments received and may be required to treat as interest income all or a portion of any gain recognized on the disposition of a note. This summary assumes that the IRS will not take a different position, or, if it takes a different position, that such position will not be sustained. Prospective purchasers should consult their own tax advisors as to the tax considerations that relate to the possibility of additional payments.

U.S. Holders

Payments of Interest

A U.S. holder will be required to recognize as ordinary income any interest received or accrued on the notes in accordance with the U.S. holder’s regular method of accounting.

Acquisition Premium

If you purchase a note at a cost greater than the note’s redemption amount, you will be considered to have purchased the note at a premium (referred to as “bond premium”), and you may elect to amortize the bond premium as an offset to interest income, using a constant yield method, over the remaining term of the note. Amortizable bond premium is treated as a reduction of interest on the note instead of as a deduction. If you elect to amortize the bond premium, you will be required to reduce your tax basis in the note by the amount of the bond premium amortized during your holding period. If you do not elect to amortize bond premium, the amount of bond premium will be included in your tax basis in the note. Therefore, if you do not elect to amortize bond premium and you hold the note to maturity, you generally will be required to treat the bond premium as capital loss when the note matures. If you elect to amortize the bond premium, the election generally will apply to all debt instruments that you hold at the time of the election, as well as any debt instruments that you subsequently acquire. In addition, you may not revoke the election without the consent of the IRS.

Sale, Redemption, Exchange or Other Taxable Disposition of Notes

A U.S. holder will generally recognize gain or loss on the sale, redemption, exchange, or other taxable disposition of a note, in an amount equal to the difference between (i) the proceeds received by the holder in exchange for such note (less an amount attributable to any accrued but unpaid interest not previously included in income, which will be treated as a payment of interest for U.S. federal income tax purposes) and (ii) the U.S. Holder’s adjusted tax basis in the note. The proceeds received by a U.S. holder will include the amount of any cash and the fair market value of any other property received for the note. In general, a U.S. holder’s adjusted tax basis in a note will equal the amount paid for the note. Such gain or loss recognized by a U.S. holder on a disposition of a note will be capital gain or loss and will be long-term capital gain or loss if the holder held the note for more than one year. Under current U.S. federal income tax law, net long-term

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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 certain limitations.

Information Reporting and Backup Withholding

Generally, U.S. holders will be subject to information reporting on payments of interest on the notes and the proceeds from a sale or other disposition of the notes. Unless a U.S. holder is an exempt recipient such as a corporation, a backup withholding tax (currently at a rate of 28%) may apply to such payments if the U.S. holder (i) fails to furnish a taxpayer identification number (“TIN”) within a reasonable time after a request therefor; (ii) furnishes an incorrect TIN; (iii) is notified by the IRS that it 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 such U.S. holder is not subject to backup withholding. Backup withholding is not an additional tax. Any amount withheld from a payment to a U.S. holder under these rules will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle such holder 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 by us or our agent to a non-U.S. holder 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 a U.S. trade or business of the non-U.S. holder (or, if a tax treaty applies, is not attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. holder within the United States); and provided that the non-U.S. holder:

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

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

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

•  either (a) provides a Form W-8BEN (or a suitable substitute form) signed under penalties of perjury that includes the non-U.S. holder’s name and address, and certifies as to non-United States status in compliance with applicable law and regulations; or (b) is a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and provides a statement to us or our agent under penalties of perjury in which it certifies that such a Form W-8 (or a suitable substitute form) has been received by it from the non-U.S. holder 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 such non-U.S. holder cannot satisfy the requirements described above, payments of interest made to the non-U.S. holder will be subject to the 30% U.S. federal withholding tax unless such holder provides us with a properly executed IRS Form W-8BEN claiming an exemption from (or reduction of) withholding under the benefit of a treaty.

If interest on a note is effectively connected with a U.S. trade or business by a non-U.S. holder and, if a tax treaty applies, is attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. holder within the United States, the non-U.S. holder generally will not be subject to withholding if the non-U.S. holder complies with applicable IRS certification requirements (i.e., by delivering a properly executed IRS Form W-8ECI) and 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 the holder were a U.S. holder. In the case of a non-U.S. holder that is a corporation, such effectively connected income also may be subject to the additional branch profits tax, which generally is imposed on a foreign corporation on the deemed repatriation from the

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United States of effectively connected earnings and profits at a 30% rate (or such lower rate as may be prescribed by an applicable tax treaty).

Sale, Redemption, Exchange or Other Taxable Disposition of Notes

The 30% U.S. federal withholding tax generally will not apply to any gain that a non-U.S. holder realizes on the sale, redemption, exchange or other disposition of a note.

Any gain realized by a non-U.S. holder on the disposition of a note generally will not be subject to U.S. federal income tax, unless:

•  the gain is effectively connected with the conduct of a U.S. trade or business by the non-U.S. holder and, if required by an applicable tax treaty, the gain is attributable to a permanent establishment maintained in the United States by the non-U.S. holder; or

•  the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met or the non-U.S. holder is subject to Code provisions applicable to certain U.S. expatriates.

A non-U.S. holder should consult his or her tax advisor regarding the tax consequences of the purchase, ownership and disposition of the notes.

Information Reporting and Backup Withholding

Information Reporting.  The payment of interest to a non-U.S. holder is generally not subject to information reporting on IRS Form 1099 if applicable certification requirements (for example, by delivering a properly executed IRS Form W-8BEN) are satisfied. The payment of proceeds from the sale or other disposition of a note by a broker to a non-U.S. holder is generally not subject to information reporting if:

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

•  the sale or other disposition of the note is effected outside of 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.

In addition to the foregoing, we must report annually to the IRS and to each non-U.S. holder on IRS Form 1042-S the entire amount of interest payment on the notes. This information may also be made available to the tax authorities in the country in which the non-U.S. holder resides under the provisions of an applicable income tax treaty or other agreement.

Backup Withholding. 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 a note were subject to the information reporting requirements, the payment of proceeds from a sale or other disposition outside the United States would 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 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.

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

U.S. Estate Tax

A note 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 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 provided that at the time of death payments with respect to such note would not have been effectively connected with the conduct of a trade or business within the United States by such non-U.S. holder.

THE U.S. FEDERAL INCOME AND ESTATE TAX SUMMARY 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 THE EXCHANGE OF THE NOTES, AND THE OWNERSHIP AND DISPOSITION OF THE 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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UNDERWRITING

Under the terms and subject to the conditions contained in a underwriting agreement dated July   , 2010, we have agreed to sell to the underwriters, for whom Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc. and Wells Fargo Securities, LLC are acting as representatives, the following respective principal amounts of the notes:

	Principal Amount of	Principal Amount of
Underwriter	2020 notes	2039 notes
Credit Suisse Securities (USA) LLC	$	$
J.P. Morgan Securities Inc.
Wells Fargo Securities, LLC
Deutsche Bank Securities Inc.
Banc of America Securities LLC
SunTrust Robinson Humphrey, Inc.
Mitsubishi UFJ Securities (USA), Inc.
U.S. Bancorp Investments, Inc.
Total	$	$

The underwriting agreement provides that the underwriters are obligated to purchase all of the notes if any are purchased. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of a non-defaulting underwriter may be increased or the offering may be terminated.

All sales of the notes in the United States will be made through U.S. registered broker/dealers.

The underwriters propose to offer the notes initially at the public offering prices on the cover page of this prospectus and may offer notes to certain dealers at those prices less a selling concession of (i)     % of the principal amount per 2020 note and (ii)     % of the principal amount per 2039 note. The underwriters and such dealers may reallow a discount of     % of the principal amount per 2020 note and     % of the principal amount per 2039 note on sales to other broker/dealers. After the public offering, the underwriters may change the public offering price and concessions and discounts to broker/dealers.

We estimate our out-of-pocket expenses for this offering will be approximately $     .

We have agreed to indemnify the several underwriters against liabilities under the Securities Act, or contribute to payments which the underwriters may be required to make in that respect.

In connection with the offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Securities and Exchange Act of 1934, as amended.

•  Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

•  Over-allotment involves sales by the underwriters of notes in excess of the number of notes the underwriters are obligated to purchase, which creates a syndicate short position.

•  Syndicate covering transactions involve purchases of the notes in the open market after the distribution has been completed in order to cover syndicate short positions. A short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the notes in the open market after pricing that could adversely affect investors who purchase notes in the offering.

•  Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the notes originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

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These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of the notes or preventing or retarding a decline in the market price of the notes. These transactions may be effected in the over-the-counter market or otherwise. As a result of the price of the notes may be higher than the price that might otherwise exist in the open market. These transactions, if commenced, may be discontinued at any time.

We and each of our Subsidiary Guarantors have agreed that we and they, without the prior written consent of the representatives, will not offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by us or any of the Subsidiary Guarantors for a period of 90 days after the date of this prospectus.

Certain Relationships

Certain of the underwriters and their affiliates have from time to time performed and may in the future perform various financial advisory, commercial banking, investment banking and other related services for us and our affiliates in the ordinary course of business, for which they have received or will receive customary compensation. In particular, Credit Suisse Securities (USA) LLC is acting as a dealer manager under the tender offer of the Class A Common Stock of AIPC. See “The Acquisition.” JPMorgan Chase Bank, N.A., an affiliate of J.P. Morgan Securities Inc., is the administrative agent under our 2008 Credit Facility and has received customary compensation in such capacity. Credit Suisse Securities (USA) LLC, JPMorgan Chase Bank, N.A., Wells Fargo Securities, LLC and Deutsche Bank Securities Inc. are the co-lead arrangers under our Bridge Facility and will receive customary compensation in such capacity. JPMorgan Chase Bank, N.A., Bank of America, N.A. and SunTrust Bank are lead arrangers and lenders under our 2010 Credit Facility and will receive customary compensation in such capacity. Affiliates of one or more of our underwriters are or will be lenders under our 2008 Credit Facility and our 2010 Credit Facility.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and will not make an offer of notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of notes to the public in that Relevant Member State at any time,

(a)      to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(b)      to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

(c)      to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the manager for any such offer; or

(d)      in any other circumstances which do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of securities to the public” in relation to any securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

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Notice to Investors in the United Kingdom

Each of the underwriters severally represents, warrants and agrees as follows:

(a)      it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“FMSA”) or in circumstances in which section 21 of FSMA does not apply to the company; and

(b)      it has complied with, and will comply with, all applicable provisions of FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom.

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NOTICE TO CANADIAN RESIDENTS

The distribution of the notes in Canada is being made only on a private placement basis exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities in each province where trades of the notes are made. Any resale of the notes in Canada must be made under applicable securities laws which will vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the notes.

Representations of Purchasers

By purchasing notes in Canada and accepting a purchase confirmation a purchaser is representing to us and the dealer from whom the purchase confirmation is received that:

•  the purchaser is entitled under applicable provincial securities laws to purchase the notes without the benefit of a prospectus qualified under those securities laws,

•  where required by law, that the purchaser is purchasing as principal and not as agent, and

•  the purchaser acknowledges and consents to the provision of specified information concerning its purchase of the notes to the regulatory authority that by law is entitled to collect the information.

Further details concerning the legal authority for this information is available on request.

Rights of Action — Ontario Purchasers Only

Under Ontario securities legislation, certain purchasers who purchase a security offered by this prospectus during the period of distribution will have a statutory right of action for damages, or while still the owner of the notes, for rescission against us in the event that this prospectus contains a misrepresentation without regard to whether the purchaser relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving rise to the cause of action and three years from the date on which payment is made for the notes. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the notes. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against us. In no case will the amount recoverable in any action exceed the price at which the notes were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, we will have no liability. In the case of an action for damages, we will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the notes as a result of the misrepresentation relied upon. These rights are in addition to, and without derogation from, any other rights or remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available to an Ontario purchaser. Ontario purchasers should refer to the complete text of the relevant statutory provisions.

Enforcement of Legal Rights

All of our directors and officers as well as the experts named herein may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.

Taxation and Eligibility for Investment

Canadian purchasers of notes should consult their own legal and tax advisors with respect to the tax consequences of an investment in the notes in their particular circumstances and about the eligibility of the notes for investment by the purchaser under relevant Canadian legislation.

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LEGAL MATTERS

Certain legal matters relating to the notes will be passed upon for us by Gregory A. Billhartz, our Corporate Vice President, General Counsel and Secretary. Mr. Billhartz is paid a salary by us, is a participant in various employee benefit plans offered by us and owns and has certain rights to purchase shares of our common stock. Bryan Cave LLP, St. Louis, Missouri, will pass upon certain legal matters in connection with the offering of the notes. The underwriters have been represented by Cravath, Swaine & Moore LLP, New York, New York.

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 April 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 audited financial statements of American Italian Pasta Company incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the report of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in giving said report.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

The following table sets forth the estimated expenses in connection with the issuance and distribution of the securities being registered, other than underwriting discounts and commissions. Other than the SEC registration fee, all the amounts listed are estimates.

SEC Registration Fee	$	32,085
Accounting Fees and Expenses		300,000
Legal Fees and Expenses		350,000
Printing and Engraving Expenses		150,000
Trustee Fees and Expenses		75,000
Rating Agency Fees and Expenses		750,000
Miscellaneous Expenses		142,915
Total	$	1,800,000

Item 15.  Indemnification of Officers and Directors.

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 our director, officer, employee or agent, or is or was serving at our request 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 our best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her 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 our best interests, 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 us or in our rights, 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 us, 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 we shall indemnify each person (other than a party plaintiff suing on his or her own behalf or in our rights) who at any time is serving or has served as a director or officer of us against any claim, liability or expense incurred as a result of such service or as a result of any other service on behalf of us, or service at our request 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 our rights), 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 our rights) by reason of such

II-1

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 we may indemnify any person (other than a party plaintiff suing on his or her own behalf or in our rights) 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 our request of 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 we, in its discretion, may deem appropriate. Without limiting the generality of the foregoing, we 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 our rights) 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 our articles of incorporation or the bylaws, to the extent a director, officer, employee or agent 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 us 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 our 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 our directors shall be so eliminated or limited without the need for amendment to our restated articles of incorporation or further action on the part of our shareholders. 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 we are 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 providing such rights of indemnification as we may deem appropriate, up to the maximum extent

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permitted by law. We have entered into indemnification contracts with our directors and officers. Pursuant to those agreements, 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, or is or was serving at our request 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 we would have the power to indemnify him or her against such liability under the provisions of that section. Without limiting our power to procure or maintain any kind of insurance or other arrangement we may for the benefit of persons indemnified by us create a trust fund, establish any form of self insurance, secure its indemnity obligation by grant of a security interest or other lien on our assets, or establish a letter of credit, guaranty, or surety arrangement. The insurance or other arrangement may be procured, maintained, or established within us 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 us. 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 we may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent, or who is or was otherwise serving on our behalf in any capacity or at our request 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 we 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.

We have agreed to indemnify the underwriters and their controlling persons, and the underwriters have agreed to indemnify us and our controlling persons, against certain liabilities, including liabilities under the Securities Act. Reference is made to the Underwriting Agreement filed as an exhibit hereto.

Item 16.  Exhibits

A list of exhibits filed herewith or incorporated by reference herein is contained in the Exhibit Index which is incorporated herein by reference.

Item 17.  Undertakings.

The undersigned registrant hereby undertakes:

(1) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement

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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.

(2) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(3) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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.

Insofar as indemnification for liabilities arising under the Securities Act 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 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.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on the 21^st day of July, 2010.

RALCORP HOLDINGS, INC.
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/  K. J. Hunt K. J. Hunt	Director and Co-Chief Executive Officer and President (Principal Executive Officer)	July 21, 2010
/s/  D. P. Skarie D. P. Skarie	Director and Co-Chief Executive Officer and President (Principal Executive Officer)	July 21, 2010
/s/  T. G. Granneman T. G. Granneman	Corporate Vice President and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)	July 21, 2010
/s/  B. G. Armstrong B. G. Armstrong	Director	July 21, 2010
/s/  D. R. Banks D. R. Banks	Director	July 21, 2010

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Signature	Title	Date
/s/  J. W. Goodall J. W. Goodall	Director	July 21, 2010
/s/  D. W. Kemper D. W. Kemper	Director	July 21, 2010
/s/  J. P. Mulcahy J. P. Mulcahy	Director	July 21, 2010
/s/  W. P. Stiritz W. P. Stiritz	Director	July 21, 2010
/s/  D. R. Wenzel D. R. Wenzel	Director	July 21, 2010

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on the 21^st day of July, 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)	July 21, 2010
/s/  T. G. Granneman T. G. Granneman	Director and Vice President of Maggie Acquisition Corp. (Principal Financial Officer and Principal Accounting Officer)	July 21, 2010
/s/  G. A. Billhartz G. A. Billhartz	Director of Maggie Acquisition Corp.	July 21, 2010
/s/  S. Monette S. Monette	Director of Maggie Acquisition Corp.	July 21, 2010

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on the 21^st day of July, 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)	July 21, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	July 21, 2010
/s/  D. P. Skarie D. P. Skarie	Director	July 21, 2010
/s/  G. A. Billhartz G. A. Billhartz	Director	July 21, 2010

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on the 21^st day of July, 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)	July 21, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	July 21, 2010
/s/  D. P. Skarie D. P. Skarie	Director	July 21, 2010
/s/  G. A. Billhartz G. A. Billhartz	Director	July 21, 2010

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on the 21^st day of July, 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)	July 21, 2010
/s/  T. G. Granneman T. G. Granneman	Director and Vice President (Principal Financial Officer and Principal Accounting Officer)	July 21, 2010
/s/  S. Monette S. Monette	Director	July 21, 2010
/s/  D. P. Skarie D. P. Skarie	Director	July 21, 2010
/s/  G. A. Billhartz G. A. Billhartz	Director	July 21, 2010

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on the 21^st day of July, 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)	July 21, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	July 21, 2010
/s/  D. P. Skarie D. P. Skarie	Director	July 21, 2010
/s/  G. A. Billhartz G. A. Billhartz	Director	July 21, 2010

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on the 21^st day of July, 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)	July 21, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	July 21, 2010

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on the 21^st day of July, 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)	July 21, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	July 21, 2010
/s/  D. P. Skarie D. P. Skarie	Director	July 21, 2010
/s/  G. A. Billhartz G. A. Billhartz	Director	July 21, 2010

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on the 21^st day of July, 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)	July 21, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	July 21, 2010
/s/  S. Monette S. Monette	Director	July 21, 2010
/s/  G. A. Billhartz G. A. Billhartz	Director	July 21, 2010

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on the 21^st day of July, 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)	July 21, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	July 21, 2010
/s/  K. J. Hunt K. J. Hunt	Manager	July 21, 2010
/s/  G. A. Billhartz G. A. Billhartz	Manager	July 21, 2010

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on the 21^st day of July, 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)	July 21, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	July 21, 2010
/s/  K. J. Hunt K. J. Hunt	Director	July 21, 2010
/s/  G. A. Billhartz G. A. Billhartz	Director	July 21, 2010

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on the 21^st day of July, 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)	July 21, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	July 21, 2010
/s/  D. P. Skarie D. P. Skarie	Director	July 21, 2010
/s/  G. A. Billhartz G. A. Billhartz	Director	July 21, 2010

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on the 21^st  day of July, 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)	July 21, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	July 21, 2010
/s/  D. P. Skarie D. P. Skarie	Manager	July 21, 2010
/s/  G. A. Billhartz G. A. Billhartz	Manager	July 21, 2010

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on the 21^st day of July, 2010.

POST FOODS, LLC
By: Ralcorp Holdings, Inc., its Sole Member
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/  D. P. Skarie D. P. Skarie	Chief Executive Officer and President (Principal Executive Officer)	July 21, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	July 21, 2010

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on the 21^st day of July, 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)	July 21, 2010
/s/  T. G. Granneman T. G. Granneman	Director and Vice President (Principal Financial Officer and Principal Accounting Officer)	July 21, 2010
/s/  C. G. Huber. Jr. C. G. Huber. Jr.	Director	July 21, 2010
/s/  S. Monette S. Monette	Director	July 21, 2010
/s/  D. P. Skarie D. P. Skarie	Director	July 21, 2010

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on the 21^st day of July, 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)	July 21, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	July 21, 2010
/s/  S. Monette S. Monette	Director	July 21, 2010
/s/  G. A. Billhartz G. A. Billhartz	Director	July 21, 2010

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on the 21^st day of July, 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)	July 21, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	July 21, 2010
/s/  D. P. Skarie D. P. Skarie	Director	July 21, 2010
/s/  G. A. Billhartz G. A. Billhartz	Director	July 21, 2010

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on the 21^st day of July, 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)	July 21, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	July 21, 2010
/s/  D. P. Skarie D. P. Skarie	Director	July 21, 2010
/s/  G. A. Billhartz G. A. Billhartz	Director	July 21, 2010

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on the 21^st day of July, 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)	July 21, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	July 21, 2010
/s/  D. P. Skarie D. P. Skarie	Director	July 21, 2010
/s/  G. A. Billhartz G. A. Billhartz	Director	July 21, 2010

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Louis, State of Missouri, on the 21^st day of July, 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)	July 21, 2010
/s/  T. G. Granneman T. G. Granneman	Vice President (Principal Financial Officer and Principal Accounting Officer)	July 21, 2010
/s/  D. P. Skarie D. P. Skarie	Director	July 21, 2010
/s/  G. A. Billhartz G. A. Billhartz	Director	July 21, 2010

II-25

EXHIBIT INDEX

Exhibit
No.			Description
	1	.1	Form of Underwriting Agreement among Ralcorp Holdings, Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc. and Wells Fargo Securities, LLC, as representatives.
	3	.1	Restated Articles of Incorporation of Ralcorp Holdings, Inc. (Incorporated by reference to 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. (Incorporated by reference to 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 (Incorporated by reference to Exhibit 3.3 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
	3	.4	Amended and Restated Limited Partnership Agreement of Bloomfield Bakers, A California Limited Partnership (Incorporated by reference to Exhibit 3.4 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
	3	.5	Articles of Incorporation of Bremner Food Group, Inc. (Incorporated by reference to Exhibit 3.5 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
	3	.6	Bylaws of Bremner Food Group, Inc. (Incorporated by reference to Exhibit 3.6 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
	3	.7	Articles of Incorporation of Community Shops, Inc. (Incorporated by reference to Exhibit 3.7 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
	3	.8	Bylaws of Community Shops, Inc. (Incorporated by reference to Exhibit 3.8 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
	3	.9	Articles of Incorporation of Cottage Bakery, Inc. (Incorporated by reference to Exhibit 3.9 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
	3	.10	Bylaws of Cottage Bakery, Inc. (Incorporated by reference to Exhibit 3.10 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
	3	.11	Articles of Incorporation of Flavor House Products, Inc. (Incorporated by reference to Exhibit 3.11 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
	3	.12	Bylaws of Flavor House Products, Inc. (Incorporated by reference to Exhibit 3.12 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
	3	.13	Certificate of Formation of Harvest Manor Farms, LLC (Incorporated by reference to Exhibit 3.13 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
	3	.14	Limited Liability Company Agreement of Harvest Manor Farms, LLC (Incorporated by reference to Exhibit 3.14 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
	3	.15	Articles of Organization of Heritage Wafers, LLC (Incorporated by reference to Exhibit 3.15 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
	3	.16	Member’s Agreement of Heritage Wafers, LLC (Incorporated by reference to Exhibit 3.16 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
	3	.17	Articles of Incorporation of Lofthouse Bakery Products, Inc. (Incorporated by reference to Exhibit 3.17 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
	3	.18	Bylaws of Lofthouse Bakery Products, Inc. (Incorporated by reference to Exhibit 3.18 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
	3	.19	Limited Liability Articles of Organization of Lovin Oven, LLC (Incorporated by reference to Exhibit 3.19 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
	3	.20	Amended and Restated Operating Agreement of Lovin Oven, LLC (Incorporated by reference to Exhibit 3.20 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
	3	.21	Articles of Incorporation of Medallion Foods, Inc. (Incorporated by reference to Exhibit 3.21 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).

3	.22	Bylaws of Medallion Foods, Inc. (Incorporated by reference to Exhibit 3.22 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
3	.23	Articles of Incorporation of Nutcracker Brands, Inc. (Incorporated by reference to Exhibit 3.23 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
3	.24	Bylaws of Nutcracker Brands, Inc. (Incorporated by reference to Exhibit 3.24 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
3	.25	Certificate of Formation of Parco Foods, L.L.C (Incorporated by reference to Exhibit 3.25 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
3	.26	Operating Agreement of Parco Foods, L.L.C. (Incorporated by reference to Exhibit 3.26 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
3	.27	Articles of Organization of Post Foods, LLC (Incorporated by reference to Exhibit 3.27 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
3	.28	Limited Liability Company Agreement of Post Foods, LLC (Incorporated by reference to Exhibit 3.28 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
3	.29	Articles of Incorporation of Ralcorp Frozen Bakery Products, Inc. (Incorporated by reference to Exhibit 3.29 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
3	.30	Bylaws of Ralcorp Frozen Bakery Products, Inc. (Incorporated by reference to Exhibit 3.30 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
3	.31	Articles of Incorporation of RH Financial Corporation (Incorporated by reference to Exhibit 3.31 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
3	.32	Bylaws of RH Financial Corporation (Incorporated by reference to Exhibit 3.32 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
3	.33	Articles of Incorporation of Ripon Foods, Inc. (Incorporated by reference to Exhibit 3.33 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
3	.34	Bylaws of Ripon Foods, Inc. (Incorporated by reference to Exhibit 3.34 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
3	.35	Articles of Incorporation of Sugar Kake Cookie Inc. (Incorporated by reference to Exhibit 3.35 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
3	.36	Bylaws of Sugar Kake Cookie Inc. (Incorporated by reference to Exhibit 3.36 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
3	.37	Articles of Incorporation of The Bun Basket, Inc. (Incorporated by reference to Exhibit 3.37 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
3	.38	Bylaws of The Bun Basket, Inc. (Incorporated by reference to Exhibit 3.38 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
3	.39	Articles of Incorporation of The Carriage House Companies, Inc. (Incorporated by reference to Exhibit 3.39 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
3	.40	Bylaws of The Carriage House Companies, Inc. (Incorporated by reference to Exhibit 3.40 to the Company’s Form S-4 filed February 5, 2010 (Registration Statement No. 333-164747)).
4	.1	Indenture, dated August 4, 2008, between Cable Holdco, Inc. and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to 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 (Incorporated by reference to 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 (Incorporated by reference to 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 (Incorporated by reference to 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 (Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed August 17, 2009).
4	.6	Form of Second Supplemental Indenture.
5	.1	Opinion of Bryan Cave LLP.
5	.2	Opinion of Friday, Eldredge & Clark LLP.
5	.3	Opinion of Godfrey & Kahn S.C.
5	.4	Opinion of Miller Johnson.
5	.5	Opinion of Greenberg Traurig, LLP.
8	.1	Opinion of Bryan Cave LLP concerning tax matters.
12	.1	Statement Regarding Computation of Ratios of Earnings to Fixed Charges.
23	.1	Consent of PricewaterhouseCoopers LLP.
23	.2	Consent of Grant Thornton LLP.
23	.3	Consent of Bryan Cave LLP (contained in Exhibit 5.1).
23	.4	Consent of Friday, Eldredge & Clark LLP (contained in Exhibit 5.2).
23	.5	Consent of Godfrey & Kahn S.C. (contained in Exhibit 5.3).
23	.6	Consent of Miller Johnson (contained in Exhibit 5.4).
23	.7	Consent of Greenberg Traurig, LLP (contained in Exhibit 5.5).
24	.1	Powers of Attorney (Included under Signatures).
25	.1	Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Deutsche Bank Trust Company Americas, as trustee.

EX-1.1

$450,000,000

RALCORP HOLDINGS, INC.

[•]% Notes due 2020
6.625% Notes due 2039

UNDERWRITING AGREEMENT

July [•], 2010

Credit Suisse Securities (USA) LLC
J.P. Morgan Securities Inc.
Wells Fargo Securities, LLC
As Representatives of the several Underwriters,
     c/o Credit Suisse Securities (USA) LLC (“Credit Suisse”),
          Eleven Madison Avenue,
               New York, N.Y. 10010-3629

Dear Sirs:

     Ralcorp Holdings, Inc., a Missouri corporation (the “Company”), proposes to issue and sell to the several initial underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”) pursuant to this Underwriting Agreement (this “Agreement”), for whom you are acting as representatives (the “Representatives”), $450,000,000 aggregate principal amount of the Company’s [•]% Notes due 2020 (the “2020 Notes”) and 6.625% Notes due 2039 (the “2039 Notes” and, together with the 2020 Notes, the “Notes”). The Notes will be guaranteed on a senior basis (the “Guarantees” and, together with the Notes, the “Securities”) by each of the guarantors a party to this Agreement (the “Guarantors”), and will in the future be guaranteed by each other future subsidiary of the Company in each case while such Guarantor or other future subsidiary of the Company is a guarantor under the Company’s credit agreement or other indebtedness. The 2039 Notes will be issued pursuant to the indenture dated as of August 14, 2009 among the Company, the Guarantors and the Trustee (the “Base Indenture”), as supplemented by a first supplemental indenture, dated August 14, 2009 between the Company, the Guarantors and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) (together with the Base Indenture, the “2039 Indenture”). The 2039 Notes will be issued as “Additional Notes” (as defined in the 2039 Indenture) pursuant to the 2039 Indenture. The 2020 Notes will be issued pursuant to the Base Indenture as supplemented by a second supplemental indenture, to be dated the Closing Date (as defined below) between the Company, the Guarantors and the Trustee (together with the Base Indenture, the “2020 Indenture”). The 2020 Indenture and the 2039 Indenture are herein together referred to as the “Indentures.”

     The Securities are being issued in connection with the Company’s proposed acquisition (the “Acquisition”) of American Italian Pasta Company (“AIPC”). The net proceeds of the Notes offered hereby will be applied by the Company to pay a portion of the purchase price under a tender offer to purchase the outstanding shares of Class A convertible common stock, par value $0.001 per share, of AIPC. If the Acquisition is not consummated by October 15, 2010, the net proceeds of the 2039 Notes offered hereby will be used for general corporate purposes.

     1. Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-3 (File No. 333-[•]), including a prospectus, relating to the Securities. Such registration statement, as amended at the time it becomes effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments or supplements thereto) before it becomes effective, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Securities. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

     At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the following information shall have been prepared (collectively, the “Time of Sale Information”): a Preliminary Prospectus and each “free writing prospectus” (as defined pursuant to Rule 405) listed on Annex A hereto as constituting part of the Time of Sale Information.

     2. Purchase of the Securities. (a) The Company agrees to issue and sell the Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company, the respective principal amount of the Notes set forth opposite such Underwriter’s name in Schedule 1 hereto, at a price equal to: (i) with respect to the 2020 Notes, [•]% of the principal amount thereof plus accrued interest, if any, from July [•], 2010 to the Closing Date (as defined below) and (ii) with respect to the 2039 Notes, at a price equal to [•]% of the principal amount thereof plus accrued interest, from February 15, 2010 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided herein.

     (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.

     (c) Each of the Company and the Guarantors acknowledges and agrees that the Underwriters are acting solely in the capacity of arm’s length contractual counterparties to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Company, the Guarantors, or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Guarantors, or any other person as to any legal, tax, investment,

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accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall not have any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by any Underwriter of the Company, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Underwriter and shall not be on behalf of the Company, the Guarantors, or any other person.

     3. Payment and Delivery. (a) Payment for and delivery of the Securities will be made at the offices of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, New York 10019, at 10:00 A.M., New York City time, on July [•], 2010, or at such other time or place on the same or such other date, not later than the fifth Business Day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”

     (b) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the Business Day prior to the Closing Date.

     4. Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors jointly and severally represent and warrant to each Underwriter that:

     (a) Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Preliminary Prospectus.

     (b) Time of Sale Information. The Preliminary Prospectus, as of its date, did not, the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Time of Sale Information. No statement of material fact included in the Prospectus has been omitted from the Time of Sale Information, it being understood and agreed that the only such information furnished by the Underwriters consists of the information described as such in Section 8(b) hereto.

     (c) Issuer Free Writing Prospectus. The Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii), (iii) and (iv) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto as constituting the Time of Sale Information and (v) any electronic road show or other written communications, in each case approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the

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Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

     (d) Registration Statement and Prospectus. The Registration Statement has become effective under the Securities Act. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or the Guarantors or related to the offering has been initiated or threatened by the Commission; as of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement complied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto.

     (e) Incorporated Documents. The documents of the Company incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information, when filed with the Commission, conformed or will conform, as the case may be, in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and did not or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

     (f) Financial Statements of the Company. The financial statements and the related notes of the Company and the Guarantors included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, present fairly the financial position of the Company, the Guarantors and their respective consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis; and the assumptions used in preparing the pro forma financial statements included in the each of the Registration Statement, the Time of Sale Information and the Prospectus provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts.

     (g) Financial Statements of AIPC. In the course of the review conducted by the Company in connection with the Acquisition, nothing has come to the attention of the Company that leads it to believe that (i) the financial statements and the related notes of AIPC included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus do not present fairly the financial position of AIPC and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, or that such financial statements have not been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis.

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     (h) No Material Adverse Change. Since the date of the most recent financial statements of the Company included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus (i) there has not been any material change in the capital stock or long-term debt of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties, management, financial position, results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole; and (iii) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except in each case as otherwise disclosed in the Time of Sale Information.

     (i) Organization and Good Standing. The Company and each of its subsidiaries that constitutes a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X of the Commission and the Guarantors have been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified, be in good standing or have such power or authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, management, financial position, results of operations or prospects of the Company and its subsidiaries taken as a whole or on the performance by the Company and the Guarantors of their obligations under the Securities and the Guarantees (a “Material Adverse Effect”). The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Schedule 2 to this Agreement.

     (j) Capitalization. The Company has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Information and the Prospectus under the heading “Capitalization” (except for subsequent issuances pursuant to agreements or employee benefit plans referred to in the Registration Statement, Time of Sale Information and the Prospectus or changes in cash or cash equivalents or borrowings in the ordinary course of business that are not material, individually or in the aggregate); and all the outstanding shares of capital stock or other equity interests of the Company’s subsidiaries have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party (except for the Pledge Agreement (as hereafter defined), subsequent issuances pursuant to agreements or employee benefit plans referred to in the Time of Sale Information and the Offering Circular) and, in the case of any foreign subsidiary, for directors’ qualifying shares and, in the case of liens, charges and other matters, for those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect).

     (k) Due Authorization. The Company and each of the Guarantors which is a party thereto have full right, power and authority to execute and deliver this Agreement, the Securities, the Indentures (including each Guarantee set forth therein) and the Pledge Designation (as hereafter defined, and collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by the Company and the Guarantors of each of the Transaction Documents and the consummation of the transactions contemplated thereby has been duly and validly taken.

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     (l) The Indentures. The Indentures have been duly authorized by the Company and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors enforceable against the Company and each of the Guarantors in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (collectively, the “Enforceability Exceptions”); and on the Closing Date, the Indentures will conform in all material respects to the requirements of the Trust Indenture Act, and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder.

     (m) The Notes and the Guarantees. The Notes have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as provided in the Indentures and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indentures; and the Guarantees have been duly authorized by each of the Guarantors and, when the Securities have been duly executed, authenticated, issued and delivered as provided in the Indentures and paid for as provided herein, will be valid and legally binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indentures.

     (n) Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors.

     (o) Descriptions of the Transaction Documents. Each Transaction Document conforms in all material respects to the description thereof contained in the Registration Statement, the Time of Sale Information and the Prospectus.

     (p) No Violation or Default. Neither the Company nor any Guarantor is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; or (iii) except as set forth in the Registration Statement, the Time of Sale Information and the Prospectus, in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

     (q) No Conflicts. The execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction Documents to which each is a party, the issuance of the Securities (including the Guarantees) and compliance by the Company and each of the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (except that the Pledged Assets (as hereafter defined) are and will be pledged under the Pledge Agreement (as hereafter defined)), (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any of its subsidiaries or (iii) result in the violation by the Company or any of its subsidiaries of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

6

     (r) No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required of the Company or the Guarantors for the execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction Documents to which each is a party, the issuance of the Securities (including the Guarantees) and compliance by the Company and each of the Guarantors with the terms thereof and the consummation by the Company and Guarantors of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, orders and registrations or qualifications as may be set forth in the Registration Statement, the Time of Sale Information and the Prospectus or required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.

     (s) Legal Proceedings. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, there are no legal, governmental or regulatory actions, suits or proceedings pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is the subject, or, to the knowledge of the Company, any investigations to which the Company or any of its subsidiaries is or may be party or to which any property of the Company or any of its subsidiaries is or may be the subject, that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; and no such investigations, actions, suits or proceedings are threatened in writing or known by any officer of the Company or any of its subsidiaries to be contemplated by any governmental or regulatory authority or by others to the knowledge of the Company and each of the Guarantors.

     (t) Independent Accountants. To the Company’s knowledge, PricewaterhouseCoopers LLP, who has certified certain financial statements of the Company and its subsidiaries, and Grant Thornton LLP, who has certified certain financial statements of AIPC and its subsidiaries, are each independent public accountants and registered public accounting firms within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.

     (u) Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case, to the knowledge of the Company, free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that are set forth in, or contemplated by, the Registration Statement, the Time of Sale Information and the Prospectus or would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

     (v) Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses (except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect); and to the Company’s knowledge, the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others that would reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.

     (w) No Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, officers, stockholders or other affiliates of the Company or any of its subsidiaries, on the other, that would be required by the Securities Act to be described in a registration statement to be filed with the Commission and that is not so described in each of the Registration Statement, the Time of Sale Information and the Prospectus.

     (x) Investment Company Act. Neither the Company nor any of the Guarantors is, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Registration Statement, the Time of Sale Information and the Prospectus none of them will

7

be, an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (the “Investment Company Act”).

     (y) Taxes. The Company and its subsidiaries have paid all federal, state, local and foreign taxes and filed all tax returns required to be paid or filed through the date hereof except with respect to which the failure to pay or file, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; and except as otherwise disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, to the Company’s knowledge, there is no tax deficiency that has been, or would reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their respective properties or assets that would reasonably be expected to have a Material Adverse Effect.

     (z) Licenses and Permits. Except as set forth in the Registration Statement, the Time of Sale Information and the Prospectus, the Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in the Registration Statement, the Time of Sale Information and the Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and except as described in the Registration Statement, the Time of Sale Information and the Prospectus, neither the Company nor any of its subsidiaries has received notice of any revocation or modification of any such license, certificate, permit or authorization or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course, except where such event would not reasonably be expected to have a Material Adverse Effect.

     (aa) No Labor Disputes. No labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company and each of the Guarantors, is contemplated or threatened and neither the Company nor any Guarantor is aware of any existing or imminent labor disturbance by, or dispute with, the employees of any of the Company’s or any of its subsidiaries’ principal suppliers, contractors or customers, except as would not reasonably be expected to have a Material Adverse Effect.

     (bb) Compliance With Environmental Laws. Except as would not reasonably be expected to have a Material Adverse Effect or as set forth in the Registration Statement, the Time of Sale Information and the Prospectus, (i) the Company and its subsidiaries (x) are and, to the knowledge of the Company and each of the Guarantors, at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries; and (iii) (x) there are no proceedings that are, to the Company’s knowledge, pending, threatened (in writing or known by an officer of the Company or any of its subsidiaries to be threatened) or contemplated against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, (y) the Company and its subsidiaries are not aware of any violations of Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws in the next fiscal year.

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     (cc) Compliance With ERISA. Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus and except as would not reasonably be expected to have a Material Adverse Effect: (i) each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the Code, whether or not waived, has occurred or is reasonably expected to occur; (iv) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan as of the end of the Company’s most recent fiscal year (determined based on those assumptions used to fund such Plan); (v) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur; and (vi) neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(a)(3) of ERISA).

     (dd) Disclosure Controls. The Company and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that is designed to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure. The Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.

     (ee) Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply in all material respects with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in each of the Registration Statement, the Time of Sale Information and the Prospectus, there are no material weaknesses or significant deficiencies in the Company’s internal controls.

     (ff) Insurance. Except as would not reasonably be expected to have a Material Adverse Effect or as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, the Company and its subsidiaries are insured by insurers of recognized financial responsibility or are self-insured against such losses and risks and in such amounts as are reasonable and consistent with sound business practices, including business interruption insurance. The Company has no reason to believe that it will not be able to renew its existing insurance when it expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business.

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     (gg) No Unlawful Payments. Neither the Company nor any of its subsidiaries nor, with due inquiry, to the knowledge of the Company and each of the Guarantors, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

     (hh) Compliance with Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company and each of the Guarantors, threatened.

     (ii) Compliance with OFAC. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering of the securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity for the purpose of financing the activities of any person currently subject to any sanctions administered by OFAC.

     (jj) No Restrictions on Subsidiaries. Except where such restrictions would not reasonably be expected to have a Material Adverse Effect, no subsidiary is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company.

     (kk) No Broker’s Fees. Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against any of them or any Underwriter for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Securities.

     (ll) No Registration Rights. No person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Securities.

     (mm) No Stabilization. Neither the Company nor any of the Guarantors has taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

     (nn) Margin Rules. Neither the issuance, sale and delivery of the Securities nor the Transactions as described in the Registration Statement, the Time of Sale Information and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

     (oo) Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained or incorporated by reference in any of the Registration Statement, the Time of Sale Information or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

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     (pp) Statistical and Market Data. Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and market-related data included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.

     (qq) Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications where such failure would reasonably be expected to have a Material Adverse Effect.

     (rr) Status under the Securities Act. The Company is not an ineligible issuer as defined under the Securities Act, in each case at the times specified in the Securities Act in connection with the offering of the Securities. The Company has paid the registration fee for this offering pursuant to Rule 457 under the Securities Act.

     (ss) Pledge Designation. Upon the designation (the “Pledge Designation”) of the Securities as a “Permitted Debt Agreement” (as defined under the Pledge Agreement (the “Pledge Agreement”) dated July 17, 2008 between the Pledgors (as defined therein) and JPMorgan Chase Bank, N.A., as collateral agent (the “Collateral Agent”)), the Securities will be entitled to the benefits of the Pledge Agreement and the Pledge Agreement will create with respect to the Securities, when issued, valid and perfected security interests in the equity interests of foreign subsidiaries of the Company and the Guarantors now or hereafter pledged pursuant to the Pledge Agreement (the “Pledged Assets”), subject to no prior liens other than liens permitted under the Indentures; and each of the representations and warranties made by the Company and the Guarantors in the Pledge Agreement will be true and correct in all material respects as of the execution of the Pledge Designation.

     5. Further Agreements of the Company and the Guarantors. The Company and each of the Guarantors jointly and severally covenant and agree with each Underwriter that:

     (a) Required Filings. The Company will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus (including the Term Sheet in the form of Annex B hereto) to the extent required by Rule 433 under the Securities Act; and will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities; and the Company will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters at such time and in such quantities as the Representatives may reasonably request.

     (b) Delivery of Copies. The Company will deliver, without charge, (i) to the Representatives, two signed copies of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith and documents incorporated by reference therein; and (ii) to each Underwriter (A) a conformed copy of the Registration Statement as originally filed and each amendment thereto, in each case without exhibits and consents filed therewith and (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein) and each Issuer Free Writing Prospectus as the Representatives may reasonably request. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Securities by any Underwriter or dealer.

     (c) Amendments or Supplements; Issuer Free Writing Prospectuses. Any time prior to the Closing, before making, preparing, using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement or the

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Prospectus, the Company will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review and the Company will not make, prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to which the Representatives reasonably objects.

     (d) Notice to the Representatives. The Company will advise the Representatives promptly, and confirm such advice in writing, (i) when the Registration Statement has been filed and is effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective; (iii) when any supplement to the Prospectus or any amendment to the Prospectus or any Issuer Free Writing Prospectus has been filed; (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (v) of the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (vi) of the occurrence of any event within the Prospectus Delivery Period as a result of which the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

     (e) Time of Sale Information. If at any time prior to the Closing Date, (i) any event shall occur or condition shall exist as a result of which any of the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) it is necessary to amend or supplement any of the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to any of the Time of Sale Information (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Time of Sale Information as so amended or supplemented will not, in light of the circumstances under which they were made, be misleading or so that any of the Time of Sale Information will comply with law.

     (f) Ongoing Compliance. If during the Prospectus Delivery Period (i) any event shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Prospectus (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Prospectus as so amended or supplemented (including such documents to be incorporated by reference therein) will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.

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     (g) Blue Sky Compliance. The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions in the United States as the Representatives shall reasonably request (and in such foreign jurisdictions as the Company and the Underwriters shall mutually agree) and will continue such qualifications in effect so long as required for the offering and resale of the Securities; provided that neither the Company nor any of the Guarantors shall be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

     (h) Clear Market. During the period from the date hereof through and including the date that is 90 days after the Closing Date, the Company and each of the Guarantors will not, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year; for the avoidance of doubt, this section does not apply to any debt incurred pursuant to any of the Company’s bank credit facilities.

     (i) DTC. The Company will assist the Underwriters in arranging for the Securities to be eligible for clearance and settlement through The Depository Trust Company (“DTC”).

     (j) No Stabilization. Neither the Company nor any of the Guarantors will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

     (k) Record Retention. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

     6. Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees that:

     (a) It has not and will not use, authorize use of, refer to or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that, solely as a result of use by such underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 4(c) or Section 5(c) above (including any electronic road show) or (iii) any free writing prospectus prepared by such underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Annex B hereto without the consent of the Company.

     (b) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).

     7. Conditions of Underwriters’ Obligations. The obligation of each Underwriter to purchase Securities on the Closing Date as provided herein is subject to the performance by the Company and each of the Guarantors of their respective covenants and other obligations hereunder and to the following additional conditions:

     (a) Registration Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of a Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities

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Act) and in accordance with Section 5(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives.

     (b) Representations and Warranties. The representations and warranties of the Company and the Guarantors contained herein shall be true and correct on the date hereof and on and as of the Closing Date; and the statements of the Company, the Guarantors and their respective officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date.

     (c) No Downgrade. Subsequent to the earlier of (A) the Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded the Securities or any other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act; and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).

     (d) No Material Adverse Change. No event or condition of a type described in Section 4(h) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) the effect of which, in the judgment of the Representatives, makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.

     (e) Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company and of each Guarantor who has specific knowledge of the Company’s and the Guarantors’ financial matters and is reasonably satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the knowledge of such officer, the representations set forth in Sections 4(a) and 4(b) hereof are true and correct in all material respects, (ii) confirming that the other representations and warranties of the Company and the Guarantors in this Agreement are true and correct in all material respects and that the Company and the Guarantors have complied with all agreements and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) confirming the satisfaction of the conditions set forth in paragraphs (b) and (c) above.

     (f) Comfort Letters. On the date of this Agreement and on the Closing Date, PricewaterhouseCoopers LLP shall have furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives to the effect set forth in Annex E-1 and E-2 hereto, covering the Company and its subsidiaries containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three Business Days prior to the Closing Date.

     (g) Comfort Letters. On the date of this Agreement and on the Closing Date, Grant Thornton LLP shall have furnished to the Representatives, at the request of AIPC, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives to the effect set forth in Annex E-3 and E-4 hereto, covering AIPC and its subsidiaries containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three Business Days prior to the Closing Date.

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     (h) Opinion and 10b-5 Statement of Counsel for the Company. Gregory A. Billhartz, Corporate Vice President, General Counsel and Secretary of the Company, and Bryan Cave LLP, special counsel for the Company, shall have furnished to the Representatives, at the request of the Company, his and its written opinions or 10b-5 statement, as the case may be, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex D-1 and Annex D-2, respectively, hereto.

     (i) Opinion and 10b-5 Statement of Counsel for the Underwriters. The Representatives shall have received on and as of the Closing Date an opinion and 10b-5 statement of Cravath, Swaine & Moore LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

     (j) No Legal Impediment to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities or the issuance of the Guarantees; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or the issuance of the Guarantees.

     (k) Good Standing. The Representatives shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and the Guarantors in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.

     (l) DTC. The Securities shall be eligible for clearance and settlement through DTC, which approval and eligibility the Underwriters shall use their best efforts to facilitate.

     (m) Indentures and Securities. On or prior to the Closing Date, the Indentures shall have been executed and the Securities shall have been duly executed, authenticated, and issued.

     (n) Pledge Designation. The Underwriters shall have received fully executed copies of the Pledge Designation (such Pledge Designation in a form reasonably acceptable to the Underwriters and the Collateral Agent), the Securities shall be entitled to the benefits of the Pledge Agreement upon issuance, and the Pledge Agreement shall create with respect to the Securities, upon issuance, valid and perfected security interests in the Pledged Assets, subject to no prior liens other than liens permitted under the Indentures.

     (o) Additional Documents. On or prior to the Closing Date, the Company and the Guarantors shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request.

     All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

     8. Indemnification and Contribution.

     (a) Indemnification of the Underwriters by the Company and the Guarantors. The Company and each of the Guarantors jointly and severally agree to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Preliminary Prospectus, any of the

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other Time of Sale Information, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter or furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters consists of the information described as such in Section 8(b) hereto.

     (b) Indemnification of the Company and the Guarantors by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and officers and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Preliminary Prospectus, any of the other Time of Sale Information, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following: paragraph 4 (only with respect to the sentence therein describing the intention of the Underwriters to make a market in the Securities) and paragraph 6 under the heading “Underwriting.”

     (c) Notice and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 8 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing jointly by the Representatives and any such separate firm for the Company, the Guarantors, their respective directors and officers and any control persons of the Company and the Guarantors shall be designated in writing by the

16

Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

     (d) Contribution. If the indemnification provided for in paragraphs (a) or (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (x) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors on the one hand and the Underwriters on the other from the offering of the Securities or (y) if the allocation provided by clause (x) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (x) but also the relative fault of the Company and the Guarantors on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.

     The relative benefits received by the Company and the Guarantors on the one hand and the Underwriters on the other shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company and the Guarantors from the sale of the Securities and the total discounts and commissions received by the Underwriters in connection therewith, in each case as provided in this Agreement, bear to the aggregate offering price of the Securities. The relative fault of the Company and the Guarantors on the one hand and the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by (i) the Company or the Guarantors or (ii) by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

     (e) Limitation on Liability. The Company, the Guarantors and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any reasonable legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 8, in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Underwriter with respect to the offering of the Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 8 are several in proportion to their respective purchase obligations hereunder and not joint.

17

     (f) Non-Exclusive Remedies. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.

     9. Termination. This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and delivery of this Agreement and on or prior to the Closing Date (i) trading generally shall have been suspended or materially limited on the New York Stock Exchange or the over-the-counter market; (ii) trading of any securities issued or guaranteed by the Company, or any of the Guarantors, shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus.

     10. Defaulting Underwriter. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Securities that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to five full Business Days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Securities that a defaulting Underwriter agreed but failed to purchase.

     (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the principal amount of Securities that such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made.

     (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company or the Guarantors, except that the Company and each of the Guarantors will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 10 hereof shall not terminate and shall remain in effect.

     (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Guarantors or any non-defaulting Underwriter for damages caused by its default.

     11. Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and each of the Guarantors

18

jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s and the Guarantors’ counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the Underwriters); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with the approval of the Securities for book entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors.

     (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company and each of the Guarantors jointly and severally agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby and the Company shall not in any event be liable to any of the Underwriters for damages on account of loss of anticipated profits from the sale of the Securities..

     12. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and any controlling persons referred to herein, and the affiliates, officers and directors of each Underwriter referred to in Section 8 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Underwriter shall be deemed to be a successor merely by reason of such purchase.

     13. Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company, the Guarantors and the Underwriters contained in this Agreement or made by or on behalf of the Company, the Guarantors or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company, the Guarantors, or the Underwriters.

     14. Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act; and (d) the term “significant subsidiary” has the meaning set forth in Rule 405 under the Exchange Act.

     15. Miscellaneous. (a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, NY 10010-3629, Attention: LCD-IBD. Notices to the Company and the Guarantors shall be given to them at 800 Market Street, Suite 2900, St. Louis, MO 63101 (fax: (314) 877-7729, Attention: Scott Monette, Treasurer.

     (b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

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     (c) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.

     (d) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

     (e) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

     If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

20

Very truly yours, RALCORP HOLDINGS, INC.
By:
	Name:
	Title:

GUARANTORS:

   POST FOODS, LLC

   BREMNER FOOD GROUP, INC.

   FLAVOR HOUSE PRODUCTS, INC.

   NUTCRACKER BRANDS, INC.

   RH FINANCIAL CORPORATION

   RIPON FOODS, INC.

   SUGAR KAKE COOKIE, INC.

   HERITAGE WAFERS, LLC

   THE CARRIAGE HOUSE COMPANIES, INC.

   RALCORP FROZEN BAKERY

   PRODUCTS, INC.

   COMMUNITY SHOPS, INC.

   THE BUN BASKET, INC.

   LOFTHOUSE BAKERY PRODUCTS, INC.

   MEDALLION FOODS, INC

   PARCO FOODS, L.L.C.

   COTTAGE BAKERY, INC.

   BLOOMFIELD BAKERS, A CALIFORNIA LIMITED PARTNERSHIP

   LOVIN OVEN, LLC

   HARVEST MANOR FARMS, LLC

   On behalf of each of the above named entities,

   By:

   Name:

   Title:

[Signature Page to Underwriting Agreement]

As representatives of the several Underwriters,

Accepted: July [•], 2010

Credit Suisse Securities (USA) LLC

By:

Name:

Title:

J.P. Morgan Securities Inc.

By:

Name:

Title:

Wells Fargo Securities, LLC

By:

Name:

Title:

[Signature Page to Underwriting Agreement]

Schedule 1

Underwriter	Principal Amount of Notes	Principal Amount of Notes
	Due 2020	Due 2039
Credit Suisse Securities (USA) LLC	$[•]	$[•]
J.P. Morgan Securities Inc.	$[•]	$[•]
Wells Fargo Securities, LLC	$[•]	$[•]
Deutsche Bank Securities Inc.	$[•]	$[•]
Banc of America Securities LLC	$[•]	$[•]
SunTrust Robinson Humphrey, Inc	$[•]	$[•]
Mitsubishi UFJ Securities (USA), Inc.	$[•]	$[•]
U.S. Bancorp Investments, Inc.	$[•]	$[•]
Total	$[•]	$[•]

Schedule 2

          Company Subsidiaries

National Oats Company

          State of Incorporation — Nevada

          Shareholder — Ralcorp Holdings, Inc. — 100%

PL Financial Incorporated

          State of Incorporation — Nevada

          Shareholder — Ralcorp Holdings, Inc. — 100%

RH Financial Corporation

          State of Incorporation — Nevada

          Shareholder — Ralcorp Holdings, Inc. — 100%

Excelsior Acquisition Co.

          State of Incorporation — Delaware

          Shareholder — Ralcorp Holdings, Inc. — 100%

Bremner Food Group, Inc.

          State of Incorporation — Nevada

          Shareholder — RH Financial Corporation — 100%

Sugar Kake Cookie Inc.

          State of Incorporation — Delaware

          Shareholder — Bremner Food Group, Inc. — 100%

Flavor House Products, Inc.

          State of Incorporation — Delaware

          Shareholder —— Bremner Food Group, Inc. — 100%

Nutcracker Brands, Inc.

          State of Incorporation — Georgia

          Shareholder — Bremner Food Group, Inc. — 100%

Ripon Foods, Inc.

          State of Incorporation — Wisconsin

          Shareholder — Bremner Food Group, Inc. — 100%

Heritage Wafers, LLC

          State of Formation — Wisconsin

          Member — Ripon Foods, Inc. — 100%

The Carriage House Companies, Inc.

          State of Incorporation — Delaware

          Shareholder — RH Financial Corporation — 100%

Ralcorp Frozen Bakery Products, Inc. (“Ralcorp Frozen”)

                    State of Incorporation — Delaware

                    Shareholder — RH Financial Corporation — 100%

RAH Canada Limited Partnership

          Place of Formation — Province of Alberta Canada

          General Partner: Ralcorp Frozen (0.01%)

          Limited Partner: RH Financial Corporation (99.99%)

Community Shops, Inc.

          State of Incorporation — Illinois

          Shareholder — Ralcorp Frozen — 100%

The Bun Basket, Inc.

          State of Incorporation — Michigan

          Shareholder — Ralcorp Frozen — 100%

Lofthouse Bakery Products, Inc.

          State of Incorporation — Nevada

          Shareholder — RH Financial Corporation — 100%

LH Acquisition LLC

          State of Formation — Utah

          Member — Lofthouse Bakery Products, Inc. — 100%

Medallion Foods, Inc.

          State of Incorporation — Arkansas

          Shareholder — RH Financial Corporation — 100%

Waffle Holdings Ltd.

          Place of Incorporation — British Columbia, Canada

          Shareholder — RH Financial Corporation — 100%

Western Waffles Corp.

          Place of Incorporation — British Columbia, Canada

          Shareholder — Waffle Holdings Ltd. — 100%

Parco Foods, L.L.C.

          State of Formation — Delaware

          Member — RH Financial Corporation — 100%

Cottage Bakery, Inc.

          State of Incorporation — California

          Shareholder — RH Financial Corporation — 100%

Post Foods Canada Corp.

          Place of Incorporation — British Columbia, Canada

          Shareholder — RH Financial Corporation

J.T. Bakeries Inc.

          State of Formation — Province of Ontario

          Member — RH Financial Corporation — 100%

North American Baking Ltd.

          State of Formation — Province of Ontario

          Member — RH Financial Corporation — 100%

Excelsior Acquisition Co.

          State of Formation — Delaware

          Member —RH Financial Corporation — 100%

Sepp’s Gourmet Foods Ltd.

          State of Formation — British Columbia, Canada

          Member — RH Financial Corporation — 100%

Sunblest Foods, Inc.

          State of Formation — Washington

          Member — RH Financial Corporation — 100%

Ralston Food Sales, Inc.

          State of Incorporation — Nevada

          Shareholder — Ralcorp Holdings, Inc. — 100%

Ralcorp Receivables Corporation

          State of Incorporation — Nevada

          Shareholder — Ralcorp Holdings, Inc. — 100%

Maggie Acquisition Corporation

          State of Incorporation — Nevada

          Shareholder — Ralcorp Holdings, Inc. — 100%

Lovin Oven, LLC

          State of Formation — California

          Member — Maggie Acquisition Corporation — 100%

Bloomfield Bakers, A California Limited Partnership

          State of Incorporation — California

          General Partner — Maggie Acquisition Corporation — 90%

          Limited Partner — Aiko Acquisition Corporation — 10%

Aiko Acquisition Corporation

          State of Incorporation — Nevada

          Shareholder — Ralcorp Holdings, Inc. — 100%

Post Foods, LLC

          State of Formation — Delaware

          Member — Ralcorp Holdings, Inc. — 100%

Mattnick Insurance Company

          State of Formation — Missouri

          Member — Ralcorp Holdings, Inc. — 100%

Harvest Manor Farms, LLC

          State of Formation — Delaware

          Member — Flavor House Products, Inc. — 100%

ANNEX A

a. Time of Sale Information

1. Term sheet containing the terms of the securities, substantially in the form of Annex B.

ANNEX B

EX-4.6

Exhibit 4.6

RALCORP HOLDINGS, INC.,

THE GUARANTORS PARTY HERETO

AND

DEUTSCHE BANK TRUST COMPANY AMERICAS,

AS TRUSTEE

SECOND SUPPLEMENTAL INDENTURE

DATED AS OF

JULY [   ], 2010

$[          ]

[     ]% NOTES DUE 2020

TABLE OF CONTENTS

		Page
ARTICLE 1
SCOPE OF SUPPLEMENTAL INDENTURE; GENERAL
Section 1.01.	Scope of Supplemental Indenture; General		1
ARTICLE 2
CERTAIN DEFINITIONS
Section 2.01.	Certain Definitions		4
Section 2.02.	Certain Definitions Applicable to the 2020 Notes		5
ARTICLE 3
COVENANTS
Section 3.01.	Offer to Redeem upon Change of Control Triggering Event		10
Section 3.02.	Restrictions on Secured Debt		11
Section 3.03.	Limitations on Sale and Lease-Back		13
Section 3.04.	Applicability of Covenants Contained in the Base Indenture		13
ARTICLE 4
REMEDIES
Section 4.01.	Events of Default		14
ARTICLE 5
GUARANTEES
Section 5.01.	Unconditional Guarantees		14
ARTICLE 6
THE NOTES
Section 6.01.	Form of the 2020 Notes		14
Section 6.02.	Depository		15
ARTICLE 7
REDEMPTION
Section 7.01.	Optional Redemption		15
Section 7.02.	Applicability of Sections of the Base Indenture		15
Section 7.03.	Special Mandatory Redemption		15
i

		Page
ARTICLE 8
DEFEASANCE
Section 8.01.	Defeasance		16
ARTICLE 9
MISCELLANEOUS
Section 9.01.	GOVERNING LAW		16
Section 9.02	Recitals		16

SCHEDULE:
1.	Guarantors
EXHIBIT:
A.	Form of Note

ii

     SECOND SUPPLEMENTAL INDENTURE dated as of July  , 2010 (“Second Supplemental Indenture”) to the Indenture dated as of August 14, 2009 (the “Base Indenture” and as supplemented by the first supplemental indenture and this Second Supplemental Indenture and as supplemented from time to time, the “Indenture”), is by and among RALCORP HOLDINGS, INC., a Missouri corporation (the “Company”), each of the Guarantors a party hereto and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (as defined in the Indenture, the “Trustee”).

     Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of Notes (as defined herein):

     WHEREAS, the Company and the Trustee have duly authorized the execution and delivery of the Base Indenture to provide for the issuance from time to time of the Company’s debentures, notes, bonds or other evidences of indebtedness (as defined in the Indenture, the “Debt Securities”), to be issued in one or more series, as in the Indenture provided;

     WHEREAS, the Company and the Trustee have duly authorized the execution and delivery of the First Supplemental Indenture to provide for the issuance by the Company of the 6.625% notes due 2039 (the “2039 Notes”);

     WHEREAS, the Company has determined that it will issue additional Debt Securities which will be of the same series as the 2039 Notes to be issued pursuant to an offering registered with the Securities and Exchange Commission;

     WHEREAS, in order for the additional 2039 Notes to be considered of the same series as the existing 2039 Notes and to bear the same CUSIP number, it is required that the additional 2039 Notes be sold with accrued interest from the last interest payment date of the existing 2039 Notes;

     WHEREAS, in order to provide for the issuance of the additional 2039 Notes, the Company has proposed that the definition of “Additional Notes” in Article XIX of the Base Indenture be amended as provided herein;

     WHEREAS, on June 20, 2010, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with American Italian Pasta Company, a Delaware corporation (“AIPC”), under which the Company will acquire, through a subsidiary, all of the outstanding shares of common stock of AIPC and has commenced a tender offer to acquire all of the outstanding shares of Class A convertible common stock of AIPC (the “Acquisition”); following the Acquisition, the Company intends to cause a subsidiary of the Company to be merged with and into AIPC (the “Merger”);

     WHEREAS, if the Acquisition is consummated, the net proceeds of the sale of the Notes will be used to pay a portion of the purchase price of the shares of AIPC to be acquired in the Acquisition;

1

     WHEREAS, the Company and the Guarantors desire and have requested the Trustee to join them in the execution and delivery of this Second Supplemental Indenture in order to establish and provide for the issuance by the Company of a series of Debt Securities designated as its      % Notes due 2020 (the “2020 Notes” and, together with the 2039 Notes, the “Notes”), guaranteed by the Guarantors (as defined herein), on the terms set forth herein;

     WHEREAS, the Company now wishes to issue 2020 Notes in an initial aggregate principal amount of $ ;

     WHEREAS, Section 11.1 of the Base Indenture provides that a supplemental indenture may be entered into without the consent of the Holders of any Debt Securities by the Company, the Guarantors and the Trustee for such purpose, among other things, of (i) establishing the form or terms of Debt Securities or Guarantees, if any, of any series as permitted by Sections 2.01 and 3.01 of the Base Indenture or (ii) making any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of the Holders of Debt Securities of any series;

     WHEREAS, the conditions set forth in the Indenture for the execution and delivery of this Second Supplemental Indenture have been complied with; and

     WHEREAS, all things necessary to make this Second Supplemental Indenture a valid agreement of the Company, the Guarantors and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Base Indenture have been done;

     NOW, THEREFORE:

     In consideration of the premises and the purchase and acceptance of the Notes by the Holders thereof, the Company and the Guarantors mutually covenant and agree with the Trustee, for the equal and ratable benefit of the Holders of the Notes, that the Base Indenture is supplemented and amended, to the extent expressed herein, as follows:

ARTICLE 1
SCOPE OF SUPPLEMENTAL INDENTURE; GENERAL

     Section 1.01. Scope of Supplemental Indenture; General. (a) This Second Supplemental Indenture supplements, and to the extent inconsistent therewith, replaces the provisions of the Base Indenture, to which provisions reference is hereby made.

     Pursuant to this Second Supplemental Indenture, there is hereby created and designated a series of Debt Securities under the Indenture entitled “ % Notes due 2020.” The 2020 Notes shall be in the form of Exhibit A hereto, the terms of which are incorporated herein by reference. The 2020 Notes shall be guaranteed by the Guarantors as provided in such form and the Indenture.

     The Company may issue additional notes subsequent to the Issue Date (such notes, the “Additional 2020 Notes”) of the same series as the 2020 Notes. In the event

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that the Company shall issue and the Trustee shall authenticate any Additional 2020 Notes issued under this Second Supplemental Indenture subsequent to the Issue Date, the Company shall use its best efforts to obtain the same “CUSIP” number for such Additional 2020 Notes as is printed on the 2020 Notes outstanding at such time; provided, however, that if any series of 2020 Notes issued under this Second Supplemental Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel in a form reasonably satisfactory to the Trustee, to be a different class of security than the 2020 Notes outstanding at such time for federal income tax purposes, the Company may obtain a “CUSIP” number for such 2020 Notes that is different than the “CUSIP” number printed on the 2020 Notes then outstanding. Notwithstanding the foregoing, all 2020 Notes issued under this Second Supplemental Indenture shall vote and consent together on all matters as one class, including without limitation on waivers and amendments, and no Holder of the 2020 Notes will have the right to vote or consent as a separate class from other Holders on any matter except matters which affect such Holder only.

     (b) The information applicable to the 2020 Notes required pursuant to Section 3.1 of the Indenture is as follows:

     (1) the title of the 2020 Notes is “ % Senior Notes due 2020”;

     (2) the initial aggregate principal amount of the 2020 Notes is $ , which may be increased in the future as set out below;

     (3) the 2020 Notes will be issued to the Underwriters at a price of      % of the principal amount, resulting in total net proceeds to the Company of $ ; the price to the public will be      % of the principal amount; and 100% of the principal amount will be payable upon declaration of acceleration or maturity;

     (4) principal will be payable as set forth in the form of 2020 Note;

     (5) the rate of interest and interest payment and record dates are as set forth in the form of 2020 Note;

     (6) not applicable;

     (7) the 2020 Notes will be subject to mandatory offer to repurchase as set forth in Article 3 below and may be subject to a special mandatory redemption as set forth in Section 7.03 below;

     (8) the 2020 Notes will be subject to optional redemption as set forth in Article 7 below;

     (9) the 2020 Notes will be issuable in a minimum denomination of $2,000 and integral multiples of $1,000 in excess thereof;

     (10) not applicable;

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     (11) the provisions set forth in the Indenture relating to defeasance and discharge will be applicable;

     (12) not applicable;

     (13) not applicable;

     (14) the rate of interest otherwise applicable to the 2020 Notes will be the Overdue Rate;

     (15) not applicable;

     (16) as set forth elsewhere herein;

     (17) the 2020 Notes shall be issuable as Global Securities and the provisions of Section 3.4(b) of the Indenture shall apply to the 2020 Notes;

     (18) not applicable;

     (19) not applicable;

     (20) the 2020 Notes will not be convertible;

     (21) not applicable;

     (22) each of the Guarantors (as defined herein) will guarantee the 2020 Notes;

     (23) not applicable;

     (24) the 2020 Notes will be secured on the terms set forth in Section 3.02(c) below and the terms of Article XVIII of the Indenture will apply to the 2020 Notes;

     (25) not applicable;

     (26) not applicable;

     (27) not applicable; and

     (28) as set forth elsewhere herein.

ARTICLE 2
CERTAIN DEFINITIONS

     Section 2.01. Certain Definitions. Section 1.1 of the Base Indenture is hereby amended by adding the following definitions in their proper alphabetical order which, in the event of a conflict with the definition of terms in the Indenture, shall govern.

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Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Base Indenture.

     “Additional Notes” means, with respect to any series of Debt Securities, any Debt Securities issued under the Indenture in addition to and of the same series as any Initial Notes, having the same terms in all respects as such Initial Notes, except that interest shall accrue on the Additional Notes from the preceding interest payment date.

     “Initial Notes” means, in respect of any series of Debt Securities, the Debt Securities of such series that were initially issued hereunder.

     Section 2.02. Certain Definitions Applicable to the 2020 Notes. For all purposes of this Second Supplemental Indenture and the 2020 Notes, Section 1.1 of the Base Indenture is hereby amended by adding the following definitions in their proper alphabetical order which, in the event of a conflict with the definition of terms in the Indenture, shall govern. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Base Indenture.

     “2020 Notes“ shall have the meaning ascribed to it in the preamble of the Second Supplemental Indenture.

     “2039 Notes” shall have the meaning ascribed to it in the preamble of the Second Supplemental Indenture.

     “Attributable Debt” means the present value (discounted at the actual percentage rate inherent in such arrangement as determined in good faith by the Company, 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 the Company shall be binding and conclusive, and the Trustee shall have no duty with respect to any determination made under this covenant.

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

     (a) 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 the Company and the Company’s 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 the Company or one of the Company’s Subsidiaries;

     (b) 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

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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 the Company’s outstanding Voting Stock, measured by voting power rather than number of shares;

     (c) the Company consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Company’s 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;

     (d) the first day on which the majority of the members of the Board of Directors cease to be Continuing Directors; or

     (e) the approval of a plan relating to the liquidation or dissolution of the Company by the Company’s 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 the Company becomes 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 the Company’s Voting Stock immediately prior to that transaction or (b) the shares of the Company’s 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 2020 Notes is lowered by two of the three Rating Agencies and the 2020 Notes are rated below an Investment Grade Rating by two of the three Rating Agencies, in each case, on any date during the period (the “Trigger Period”) commencing 60 days prior to the first public announcement by the Company 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 one of the Rating Agencies (including any replacement rating agency) has ceased to provide a rating for the 2020 Notes at the commencement of any Trigger Period, a Change of Control Triggering Event will mean the rating on the 2020 Notes is lowered by one of the remaining Rating Agency and the 2020 Notes are rated below Investment Grade by such agency on any date during the Trigger Period. If any two of the three Rating Agencies (including any replacement rating agency) have ceased to provide a rating for the 2020 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

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connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

     “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 2020 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 2020 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.

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

     “Continuing Director” means, as of any date of determination, any member of the Board of Directors who:

     (1) was a member of the 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 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.

Without limiting the generality of the foregoing, “Continuing Director” shall include one or more directors or nominees who are part of a dissident slate of directors in connection with a proxy contest, which director or nominee is approved by the Company’s Board of Directors as a Continuing Director, even if such Board of Directors opposed or opposes the directors for purposes of such proxy contest.

     “Credit Facilities” means (i) the Company’s $400 million revolving credit agreement dated as of July 18, 2008, (ii) the Company’s $1.00 billion 364-day credit agreement dated as of July  , 2010 and (iii) the Company’s $500 million credit agreement dated as of July  , 2010, in each case, as amended, modified, supplemented, replaced, renewed or refinanced from time to time.

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     “DTC” has the meaning ascribed to such term in Section 6.02 of the Second Supplemental Indenture.

     “Event of Default” means any event specified as such in Section 5.1 of the Indenture or Section 4.01 of the Second Supplemental Indenture.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “First Supplemental Indenture” means the First Supplemental Indenture, dated as of August 14, 2009, among the Company, the Guarantors and the Trustee, pursuant to which the Company’s 6.625% Notes due 2039 have been issued.

     “Fitch” means Fitch Ratings, a member of the Fitch Group, which is a majority-owned subsidiary of Fimalac, S.A., or its successors.

     “Global Note” has the meaning ascribed to such term in Section 6.01 of the Second Supplemental Indenture.

     “Global Note Holder” has the meaning ascribed to such term in Section 6.02 of the Second Supplemental Indenture.

     “Guarantors” means all of the Company’s existing and future Subsidiaries that are Guarantors as required pursuant to Article 5 of the Second Supplemental Indenture until any such entity’s Guarantee is released.

     “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); a rating of BBB- or better by Fitch (or its equivalent under any successor rating category of Fitch); or, if applicable, the equivalent investment grade rating by any replacement Rating Agency.

     “Issue Date” means July  , 2010.

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

     “Notes” has the meaning ascribed to it in the preamble of the Second Supplemental Indenture.

     “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 the Company or any Restricted Subsidiary of the Company 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:

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          (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),

          (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 the Company 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.

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

     “Rating Agency” means each of Moody’s, S&P and Fitch; provided, however, that if any of Moody’s, S&P or Fitch ceases to provide rating services to issuers or investors, the Company may appoint a replacement for such Rating Agency.

     “Reference Treasury Dealer” means Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc. and a Primary Treasury Dealer (defined herein) selected by Wells Fargo Securities, LLC (or their respective affiliates which are Primary Treasury Dealers), and their 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”), the Company will substitute therefor another Primary Treasury Dealer; and any other Primary Treasury Dealer(s) selected by the Company.

     “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.

     “Restricted Subsidiary” means (a) a Subsidiary of the Company (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 Guarantor.

     “Second Supplemental Indenture” means the Second Supplemental Indenture, dated as of July  , 2010, among the Company, the Guarantors and the Trustee, pursuant to which the Company’s      % Notes due 2020 have been issued.

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

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     “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.

     “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.

ARTICLE 3
COVENANTS

     The following covenants shall apply in addition to the covenants set forth in the Indenture:

     Section 3.01. Offer to Redeem upon Change of Control Triggering Event.

     (a) Upon the occurrence of a Change of Control Triggering Event, unless the Company has exercised its right to redeem the 2020 Notes pursuant to Section 7.01, each Holder of the 2020 Notes shall have the right to require the Company to purchase all or a portion of such Holder’s 2020 Notes pursuant to the offer described in this Section 3.01 (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the rights of Holders of the 2020 Notes on the relevant record date to receive interest due on the relevant Interest Payment Date.

     (b) Unless the Company has exercised its right to redeem the 2020 Notes, within 30 days following the date upon which the Change of Control Triggering Event occurred or, at the Company’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Company shall be required to send, by first class mail, a notice to each Holder of 2020 Notes, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall 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, shall 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 the 2020 Notes electing to have 2020 Notes purchased pursuant to a Change of Control Offer shall be required to surrender their 2020 Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the 2020 Note completed, to the Paying Agent at the address specified in the notice, or transfer their 2020 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.

     (c) The Company 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

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with the requirements for such an offer made by the Company and such third party purchases all 2020 Notes properly tendered and not withdrawn under its offer.

     Section 3.02. Restrictions on Secured Debt.

     (a) If the Company or any Restricted Subsidiary 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 of the Company or any Restricted Subsidiary, or on any shares of Capital Stock of or Debt of any Restricted Subsidiary (mortgages, pledges and liens being hereinafter called “Mortgages”), the Company shall secure or cause such Restricted Subsidiary to secure the 2020 Notes (and any other Debt Securities issued under the Indenture to the extent the terms thereof so provide) equally and ratably with (or, at the Company’s 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.

     (b) The restrictions set forth in paragraph (a) in this Section 3.02 will not apply to, and there will be excluded from secured Debt in any computation under such restrictions, Debt secured by:

     (i) 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;

     (ii) Mortgages in favor of the Company or any Restricted Subsidiary;

     (iii) 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;

     (iv) 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

11

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;

     (v) 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);

     (vi) 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));

     (vii) Mortgages in connection with legal proceedings with respect to any of the Company’s property, including any attachment or judgment lien;

     (viii) 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 the Company is contesting in good faith, or liens released by deposit or escrow;

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

     (x) 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

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

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     (c) In addition to the provisions of paragraphs (a) and (b) of this Section, the Company and the Guarantors shall equally and ratably secure the 2020 Notes to the extent the Company secures its 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 (c) 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 (c) shall cease to apply and only the provisions in paragraphs (a) and (b) of this Section shall apply.

     Section 3.03. Limitations on Sale and Lease-Back

     (a) The Company shall not, nor shall it permit any Restricted Subsidiary to, enter into any arrangement with any person providing for the leasing by the Company or any Restricted Subsidiary of any Principal Property of the Company 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 the Company and a Restricted Subsidiary or between Restricted Subsidiaries), which Principal Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such person (herein referred to as a “Sale and Lease-Back Transaction”), unless

     (i) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of Section 3.02, 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 2020 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 Section 3.02;

     (ii) within a period of twelve months before and twelve months after the consummation of the sale and lease-back arrangement, the Company or any Restricted Subsidiaries expends on the property an amount equal to: (i) the net proceeds of the sale of the real property leased pursuant to the arrangement and the Company designates this amount as a credit against the arrangement; or (ii) part of the net proceeds of the sale of the real property leased pursuant to the arrangement and the Company designates this amount as a credit against the arrangement and applies an amount equal to the remainder due as described below; or

     (iii) the Company 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 the Company or any Restricted Subsidiary (other than Debt owned by the Company or any Restricted Subsidiary and other than Debt of the Company or any Guarantor which is subordinated to the 2020 Notes) which by its terms matures at or is

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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.

     Section 3.04. Applicability of Covenants Contained in the Base Indenture. Each of the agreements and covenants of the Company contained in Article XII of the Base Indenture shall apply to the 2020 Notes.

ARTICLE 4
REMEDIES

     Section 4.01. Events of Default. In addition to the events set forth in Section 5.1 of the Base Indenture, (a) clause (2) of such Section 5.1 shall be amended by adding the words “or the failure to redeem any of the 2020 Notes if and when required pursuant to any mandatory redemption provision” immediately after the word “Maturity” and (b) clauses (5) and (6) of such section 5.1 shall also apply to any such events with respect to any Guarantor or any Restricted Subsidiary. References to such clauses in Section 5.2 of the Indenture shall, however, only refer to such clauses in the Base Indenture.

ARTICLE 5
GUARANTEES

     Section 5.01. Unconditional Guarantees. (a) All of the Company’s existing and future Subsidiaries that are guarantors of the Credit Facilities or other indebtedness for borrowed money will be required to unconditionally guarantee all obligations in respect of the 2020 Notes for so long as they remain guarantors under the Credit Facilities or such other indebtedness.

     (b) Each of the Guarantors required to guarantee all obligations in respect of the 2020 Notes will execute a Guarantee in the form of Exhibit A to the Indenture to evidence such Guarantee in accordance with the provisions of Article Seventeen of the Base Indenture.

     (c) For purposes of the 2020 Notes, Section 17.6(b) of the Indenture will not be applicable, and Section 17.6(a) shall be amended by adding “and all other indebtedness for borrowed money” immediately after “Credit Agreement.”

ARTICLE 6
THE 2020 NOTES

     Section 6.01. Form of the 2020 Notes. The 2020 Notes will be issued as Global Securities in the form of Exhibit A hereto and shall be issued in the form of Global Securities.

     Section 6.02. Depository. The Depository for the Global Note will initially be The Depository Trust Company (“DTC”) and the Global Note will be deposited with, or

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on behalf of, the Trustee as custodian for DTC and registered in the name of DTC or a nominee of DTC (such nominee being referred to herein as the “Global Note Holder”).

ARTICLE 7
REDEMPTION

     Section 7.01. Optional Redemption. The 2020 Notes will be redeemable, at the option of the Company, at any time in whole or from time to time in part. The Redemption Price for the 2020 Notes to be redeemed on any Redemption Date shall be equal to the greater of the following amounts:

     (a) 100% of the principal amount of the 2020 Notes being redeemed on the Redemption Date; or

     (b) the sum of the present values of the remaining scheduled payments of principal and interest on the 2020 Notes being redeemed on that Redemption Date (not including any portion of any payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis at the Treasury Rate, as determined by the Reference Treasury Dealer, plus [ ] basis points;

     plus, in each case, accrued and unpaid interest on the 2020 Notes to the Redemption Date. Notwithstanding the foregoing, installments of interest on the 2020 Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date shall 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 2020 Notes and the Indenture. The Redemption Price will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

     Section 7.02. Applicability of Sections of the Base Indenture. The provisions of Article XIII of the Base Indenture in respect of the 2020 Notes shall apply to any optional redemption of the 2020 Notes except when such provisions conflict with the foregoing.

     Section 7.03. Special Mandatory Redemption. The 2020 Notes will be subject to a special mandatory redemption in the event the Merger Agreement is terminated or the Merger is not consummated at or before 11:59 p.m. (New York City time) on October 15, 2010 (a “Redemption Event”). In that event, the 2020 Notes will be redeemed at a special mandatory redemption price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of the Special Redemption Date (as defined below) (the “Special Mandatory Redemption Price”).

     Upon the occurrence of a Redemption Event, the Company shall give written notice to the Trustee, not later than 2 p.m. on the immediately following Business Day, that the 2020 Notes shall be redeemed as provided herein. Not later than the fifth Business Day following receipt of such notice, the Company, or the Trustee on behalf of the Company, will mail notice of the foregoing redemption to the registered Holders of

15

the 2020 Notes, specifying the redemption date, which shall be the fifth Business Day following mailing of such notice (the “Special Redemption Date”) and the 2020 Notes shall be redeemed without any action from the Holders of the 2020 Notes. The Special Mandatory Redemption Price shall be paid in accordance with the rules of the Depository for the 2020 Notes on the Special Mandatory Redemption Date; provided, however, that the Company shall deposit with the Trustee an amount sufficient to pay the Special Mandatory Redemption Price by 10:00 a.m., New York City time, on the Special Redemption Date.

ARTICLE 8
DEFEASANCE

     Section 8.01. If the Company shall effect a defeasance of the 2020 Notes pursuant to Section 15.2(b) of the Indenture, the Company shall cease to under any obligation to comply with the covenants set forth in Article 3 hereof.

ARTICLE 9
MISCELLANEOUS

     Section 9.01. GOVERNING LAW. THIS SECOND SUPPLEMENTAL INDENTURE AND THE 2020 NOTES WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OF CONFLICTS OF LAW.

     Section 9.02. Recitals. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness

16

SIGNATURES

     IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the date first above written.

RALCORP HOLDINGS, INC.
By:
Name:	S. Monette
Title:	Corporate Vice President and Treasurer
On behalf of each entity named in Schedule 1 hereto, as Guarantors
By:
Name:	S. Monette
Title:	Treasurer
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By:
Name:
Title:
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By:
Name:
Title:

[Second Supplemental Indenture signature page]

17

SCHEDULE 1

Guarantors

POST FOODS, LLC
BREMNER FOOD GROUP, INC.
FLAVOR HOUSE PRODUCTS, INC.
NUTCRACKER BRANDS, INC.
RH FINANCIAL CORPORATION
RIPON FOODS, INC.
SUGAR KAKE COOKIE, INC.
HERITAGE WAFERS, LLC
THE CARRIAGE HOUSE COMPANIES, INC.
RALCORP FROZEN BAKERY PRODUCTS, INC.
COMMUNITY SHOPS, INC.
THE BUN BASKET, INC.
LOFTHOUSE BAKERY PRODUCTS, INC.
MEDALLION FOODS, INC.
PARCO FOODS, L.L.C.
COTTAGE BAKERY, INC.
BLOOMFIELD BAKERS, A CALIFORNIA LIMITED PARTNERSHIP
LOVIN OVEN, LLC
HARVEST MANOR FARMS, LLC

EXHIBIT A

[FACE OF NOTE]

^{[INSERT REQUIRED LEGENDS]}

Ralcorp Holdings, Inc.

[     ]% Note due 2020

[CUSIP] [CINS]                          

No. $                                             

     Ralcorp Holdings, Inc., a Missouri corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to                                         , or its registered assigns, the principal sum of                      DOLLARS ($     ) on August 15, 2020.

     Interest Rate:           % per annum.

     Interest Payment Dates: February 15 and August 15, commencing February 15, 2011.

     Regular Record Dates: February 1 and August 1.

     Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.

A-2

     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by one of its duly authorized officers.

Ralcorp Holdings, Inc.
By:
	Name:
	Title:

A-3

(Form of Trustee’s Certificate of Authentication)

     This is one of the [ ]% Notes due 2020 described in the Indenture referred to in this Note.

Date:	Deutsche Bank Trust Company Americas, as Trustee
	By:
		Authorized Signatory
		Title:

A-4

[REVERSE SIDE OF NOTE]

Ralcorp Holdings, Inc.

[     ]% Note due 2020

1. Principal and Interest.

     The Company promises to pay the principal of this Note on August 15, 2020.

     The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of [ ]% per annum.

     Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the February 1 or August 1 immediately preceding the interest payment date) on each interest payment date, commencing February 15, 2011.

     Interest on this Note will accrue from the most recent date to which interest has been paid on this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date].¹ Interest will be computed in the basis of a 360-day year of twelve 30-day months.

     The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at the rate per annum applicable to this Note. Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Company for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

2. Indenture, Note Guaranty; Security.

     This is one of the Notes issued as a series of Debt Securities under an Indenture dated as of August 14, 2009 (as amended by the First Supplemental Indenture dated as of August 14, 2009, as further amended by the Second Supplemental Indenture dated as of July [ ], 2010 and as further amended from time to time, the “Indenture”), between the Company and Deutsche Bank Trust Company Americas, as Trustee. Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. 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. The

¹ For Additional Notes, should be the preceding interest payment date.

A-5

Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture will control.

     The Notes are general obligations of the Company. The Indenture limits the original aggregate principal amount of the Notes to $[          ], but Additional Notes may be issued pursuant to the Indenture, and the originally issued Notes and all such Additional Notes will vote together for all purposes as a single class. This Note is secured equally and ratably with certain other indebtedness of the Company and the Guarantors as set forth in the Indenture and is guaranteed as set forth in the Indenture.

3. Redemption and Repurchase; Discharge Prior to Redemption or Maturity.

     This Note is subject to optional redemption and may be the subject of a special mandatory redemption or Change of Control Offer, as further described in the Indenture. There is no sinking fund applicable to this Note.

     If the Company deposits with the Trustee money or U.S. Government Obligations sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Notes to redemption or maturity, the Company may in certain circumstances be discharged from the Indenture and the Notes or may be discharged from certain of its obligations under certain provisions of the Indenture.

4. Registered Form; Denominations; Transfer; Exchange.

     The Notes are in registered form without coupons in denominations of $2,000 principal amount and any multiple of $1,000 in excess thereof. A Holder may register the transfer or exchange of Notes in accordance with the Indenture. The Trustee may require a Holder to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Pursuant to the Indenture, there are certain periods during which the Trustee will not be required to issue, register the transfer of or exchange any Note or certain portions of a Note.

5. Defaults and Remedies.

     If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes may declare all the Notes to be due and payable. If a bankruptcy or insolvency default with respect to the Company, a Guarantor or a Restricted Subsidiary occurs and is continuing, the Notes automatically become due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the Notes then outstanding may direct the Trustee in its exercise of remedies.

A-6

6. Amendment and Waiver.

     Subject to certain exceptions, the Indenture and the Notes may be amended, or default may be waived, with the consent of the Holders of a majority in principal amount of the outstanding Notes. Without notice to or the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency.

7. Authentication.

     This Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of authentication on the other side of this Note.

8. Governing Law.

     This Note shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to its conflicts of laws principles.

9. Abbreviations.

     Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act).

     The Company will furnish a copy of the Indenture to any Holder upon written request and without charge.

A-7

[FORM OF TRANSFER NOTICE]

     FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

Please print or typewrite name and address including zip code of assignee

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

attorney to transfer said Note on the books of the Company with full power of substitution in the premises.

A-8

EX-5.1

Exhibit 5.1

July 19, 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-3 (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 “Offering”) of $450,000,000 in aggregate principal amount of its senior notes due 2020 (the “2020 Notes”) and its 6.625% senior notes due 2039 (the “2039 Notes” and, together with the 2020 Notes, the “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 “First Supplemental Indenture”), as further supplemented by a second supplemental indenture (the “Second Supplemental Indenture” and, together with the First Supplemental Indenture and 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 Base Indenture and the First Supplemental Indenture;
(3)	the form of Second Supplemental Indenture;
(4)	the form of 2039 Notes attached as Exhibit A to the First Supplemental Indenture and the form of 2020 Notes attached as Exhibit A to the Second Supplemental Indenture;
(5)	the form of Guarantee, attached as Exhibit A to the Base Indenture, which shall separately evidence the guarantee of each of the

Ralcorp Holdings, Inc.
July 19, 2010
Page 2

Subsidiary Guarantors of the 2020 Notes and the 2039 Notes, respectively (each a “Guarantee” and, collectively, the “Guarantees”);

(6)	the articles or certificate of incorporation, articles of organization, certificate of formation or certificate of limited partnership and bylaws, operating agreement or limited partnership 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 Secretary of such company (the “Organizational Documents”);
(7)	a certificate of legal existence and good standing for each of the Company and the Guarantors as of a recent date;
(8)	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; and
(9)	the form of Underwriting Agreement among the Company and the representatives of the underwriters named therein (collectively, the “Representatives”) to be filed as an exhibit to the Registration Statement as Exhibit 1.1 (the “Underwriting Agreement”).

The documents references as items (1) through (5) 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

Ralcorp Holdings, Inc.
July 19, 2010
Page 3

Arkansas, Michigan, Nevada or Wisconsin 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 performance by it of its obligations thereunder do not result in any violation by it of the provisions of its organizational documents. We understand that you are receiving opinion letters as to the validity and binding nature of the Transaction Documents under Arkansas, Michigan, Nevada and Wisconsin from (a) Friday, Eldredge & Clark LLP, (b) Miller Johnson, (c) Greenberg Traurig, LLP and (d) Godfrey & Kahn S.C., respectively, of even date herewith and which are being filed as Exhibits 5.2, 5.3, 5.4 and 5.5 to the Registration Statement.

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 Second Supplemental Indenture, the Notes and the Guarantees (in the forms examined by us) have been duly executed by the Company, the Trustee and the Guarantors, as applicable, and authenticated and delivered by the Trustee in accordance with the provisions of the Indenture and issued to the Underwriters in exchange for payment therefor in accordance with the Underwriting Agreement, (a) the Notes will constitute valid and binding obligations of the Company and (b) the Guarantees provided for in the Indenture will constitute a valid and binding obligation of the respective Guarantors that are parties 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 opinions herein reflect only the application of applicable California, Georgia, Illinois, Missouri and New York State law (excluding the securities and blue sky laws of such States, as to which we express no opinion), the federal laws of the United States, and, to the extent required by the foregoing opinions, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act, including the statutory provisions and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting such laws. 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,

Ralcorp Holdings, Inc.
July 19, 2010
Page 4

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 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 Offering. In giving such consent, we do not thereby concede that we are

Ralcorp Holdings, Inc.
July 19, 2010
Page 5

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-5.2

Exhibit 5.2

July 19, 2010

Ralcorp Holdings, Inc.

800 Market Street, Suite 2900

St. Louis, Missouri 63101

Ladies and Gentlemen:

We have acted as special counsel to Medallion Foods, Inc., an Arkansas corporation (the “Guarantor”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) to be filed by Ralcorp Holdings, Inc., a Missouri corporation (the “Company”) and by the subsidiary guarantors (including the Guarantor) listed on Schedule I hereto (the “Subsidiary 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 “Offering”) of $450,000,000 in aggregate principal amount of its senior notes due 2020 (the “2020 Notes”) and its 6.625% senior notes due 2039 (the “2039 Notes” and, together with the 2020 Notes, the “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 “First Supplemental Indenture”) and as further supplemented by a second supplemental indenture (the “Second Supplemental Indenture” and, together with the First Supplemental Indenture and the Base Indenture, the “Indenture”), among the Company, the Subsidiary 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.

We have not been involved in the preparation of the Registration Statement, nor were we involved in the negotiation, preparation or execution of the Indenture, the Guarantees (as defined below), or any of the related agreements executed or delivered in connection therewith. We have been retained solely for the purpose of rendering certain opinions pursuant to Arkansas law.

In connection herewith, we have examined:

(1) the Registration Statement (including all exhibits thereto);

(2) an executed copy of the Base Indenture and the First Supplemental Indenture;

(3) the form of Second Supplemental Indenture;

(4) the form of the 2039 Notes attached as Exhibit A to the First Supplemental Indenture and the form of the 2020 Notes attached as Exhibit A to the Second Supplemental Indenture;

(5) the form of Guarantee, attached as Exhibit A to the Base Indenture, which shall separately evidence the guarantee of each of the Subsidiary Guarantors of the 2020 Notes and the 2039 Notes, respectively (each a “Guarantee” and, collectively, the “Guarantees”);

(6) the Articles of Incorporation and bylaws of the Guarantor, as in effect on the date hereof and as certified by the Secretary or Assistant Secretary of the Guarantor (the “Organizational Documents”);

(7) a Certificate of Good Standing for the Guarantor as of July 19, 2010;

(8) certificates of the Secretary or Assistant Secretary of the Guarantor certifying as to resolutions relating to the transactions referred to herein and the incumbency of officers; and

(9) the form of Underwriting Agreement among the Company, and the representatives of the underwriters named therein (collectively, the “Representatives”), to be filed as an exhibit to the Registration Statement as Exhibit 1.1 (the “Underwriting Agreement”).

The documents referenced 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 Guarantor, certificates of public officials and officers of the Guarantor, 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 such other documents, records, agreements, certificates and instruments, we have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity, accuracy and completeness of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies, and the accuracy of the statements and representation contained therein. 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 Guarantor.

In connection herewith, we have assumed that, other than with respect to the Guarantor, 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.

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 Second Supplemental Indenture, the Notes and the Guarantees (in the forms examined by us) have been duly executed by the Company, the Trustee and the Guarantor, as applicable, and authenticated and delivered

by the Trustee in accordance with the provisions of the Indenture and issued to the Underwriters, in exchange for payment therefor in accordance with the terms of the Underwriting Agreement, the Guarantees provided for in the Indenture by the Guarantor will constitute a valid and binding obligation of the Guarantor.

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 Arkansas law and the federal laws of the United States (excluding, in each case, the securities and blue sky laws, as to which we express no opinion). 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, and we express no opinion regarding the effect of, (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 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 (1) the enforceability of 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, (F) modify or waive the rights to notice,

legal defenses, statutes of limitations or other benefits that cannot be waived under applicable law or (G) grant a power of attorney to any party, (2) the enforceability of any provision of the Indenture relating to choice of law, or (3) any issue of usury.

(e) We express no opinion as to (1) whether a subsidiary may guarantee or otherwise be liable for indebtedness incurred by its parent (the “Guaranteed Indebtedness”) except to the extent that such subsidiary may be determined to have benefited from the incurrence of the indebtedness by its parent or (2) whether any such benefit may be measured other than by the extent to which the proceeds of the Guaranteed Indebtedness are, directly or indirectly, made available to such subsidiary for its corporate or other analogous purposes. We have assumed that the Guarantor, both before and after execution of any Transaction Document, (1) is not insolvent, (2) does not and has not incurred debts beyond its ability to pay as they become due, and (3) does not have an unreasonably small amount of capital, in each case as determined under applicable bankruptcy, fraudulent transfer and similar laws.

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 Offering. 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/ Friday, Eldrege & Clark, LLP
Friday, Eldrege & Clark, 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-5.3

Exhibit 5.3

780 North Water Street
Milwaukee, WI 53202-3590
tel 414-273-3500
fax 414-273-5198
www.gklaw.com

July 20, 2010

Ralcorp Holdings, Inc.
800 Market Street, Suite 2900
St. Louis, Missouri 63101

Ladies and Gentlemen:

     We have acted as special counsel to Heritage Wafers, LLC, a Wisconsin limited liability company (“Heritage Wafers”), and Ripon Foods, Inc., a Wisconsin corporation (“Ripon Foods” and, together with Heritage Wafers, the “Wisconsin Guarantors”) in connection with the Registration Statement on Form S-3 (the “Registration Statement”), to be filed by Ralcorp Holdings, Inc., a Missouri corporation (the “Company”), and by the subsidiary guarantors (including the Wisconsin Guarantors) listed on Schedule I hereto (the “Subsidiary 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 “Offering”) of $450,000,000 in aggregate principal amount of its senior notes due 2020 (the “2020 Notes”) and its 6.625% senior notes due 2039 (the “2039 Notes” and, together with the 2020 Notes, the “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 “First Supplemental Indenture”), and as further supplemented by a second supplemental indenture (the “Second Supplemental Indenture” and, together with the First Supplemental Indenture and the Base Indenture, the “Indenture”), among the Company, the Subsidiary 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.

     We have not been involved in the preparation of the Registration Statement, nor were we involved in the negotiation, preparation or execution of the Indenture, the Guarantees (as defined below), or any of the related agreements executed or delivered in connection therewith. We have been retained solely for the purpose of rendering certain opinions pursuant to Wisconsin law.

     In connection herewith, we have examined:

     (1) the Registration Statement (including all exhibits thereto);

     (2) an executed copy of the Base Indenture and the First Supplemental Indenture;

     (3) the form of Second Supplemental Indenture;

     (4) the form of 2039 Notes attached as Exhibit A to the First Supplemental Indenture and the form of 2020 Notes attached as Exhibit A to the Second Supplemental Indenture;

Offices in Milwaukee, Madison, Waukesha, Green Bay & Appleton, WI; and Washington, DC
Godfrey & Kahn is a member of Terralex^®, a worldwide network of independent law firms.

Ralcorp Holdings, Inc.
July 20, 2010
Page 2

     (5) the form of Guarantee, attached as Exhibit A to the Base Indenture which shall separately evidence the guarantees of each of the Subsidiary Guarantors of the 2020 Notes and the 2039 Notes, respectively (each a “Guarantee” and, collectively, the “Guarantees”);

     (6) the Articles of Organization, as amended, and the Member’s Agreement of Heritage Wafers and the Articles of Incorporation and By-Laws of Ripon Foods, as in effect on the date hereof and as certified by the Secretary or Assistant Secretary of the respective Wisconsin Guarantor (the “Organizational Documents”);

     (7) a certificate of good standing for each of the Wisconsin Guarantors as of a recent date;

     (8) a certificate of the Secretary or Assistant Secretary of each of the Wisconsin Guarantors certifying as to resolutions relating to the transactions referred to herein and the incumbency of officers; and

     (9) the form of Underwriting Agreement among the Company, and the representatives of the underwriters named therein (collectively, the “Representatives”), to be filed as an exhibit to the Registration Statement as Exhibit 1.1 (the “Underwriting Agreement”).

     The documents referenced as items (1) through (9) 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 Wisconsin Guarantors, certificates of public officials, 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 each of the Wisconsin Guarantors.

     In connection herewith, we have assumed that, other than with respect to the Wisconsin 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.

Ralcorp Holdings, Inc.
July 20, 2010
Page 3

     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 Second Supplemental Indenture, the Notes and the Guarantees (in the forms examined by us) have been duly executed by the Company, the Trustee and the Wisconsin Guarantors, as applicable, and authenticated and delivered by the Trustee in accordance with the provisions of the Indenture and issued to the Underwriters in exchange for payment therefor in accordance with the provisions of the Underwriting Agreement, the Guarantees provided for in the Indenture by each of the Wisconsin Guarantors will constitute a valid and binding obligation of the respective Wisconsin Guarantor.

     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 Wisconsin law (excluding the securities and blue sky laws of such State, 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

Ralcorp Holdings, Inc.
July 20, 2010
Page 4

misconduct or unlawful conduct; (iv) may, where less 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 Offering. 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/ Godfrey & Kahn, S.C.

GODFREY & KAHN, S.C.

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-5.4

Exhibit 5.4

July 20, 2010

Ralcorp Holdings, Inc.
800 Market Street, Suite 2900
St. Louis, Missouri 63101

Ladies and Gentlemen:

          We have acted as special counsel to The Bun Basket, Inc., a Michigan corporation (the “Guarantor”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) to be filed by Ralcorp Holdings, Inc., a Missouri corporation (the “Company”), and by the subsidiary guarantors (including the Guarantor) listed on Schedule I hereto (the “Subsidiary 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 “Offering”) of $450,000,000 in aggregate principal amount of its Senior Notes due 2020 (the “2020 Notes”) and its Senior Notes due 2039 (the “2039 Notes” and, together with the 2020 Notes, the “Notes”), pursuant to that certain Indenture dated as of August 14, 2009 (the “Base Indenture”), as supplemented by a supplemental indenture dated as of August 14, 2009 (the “First Supplemental Indenture”) and as further supplemented by a second supplemental indenture (the “Second Supplemental Indenture” and, together with the First Supplemental Indenture and the Base Indenture, the “Indenture”), among the Company, the Subsidiary 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.

          We have not been involved in the preparation of the Registration Statement, nor were we involved in the negotiation, preparation or execution of any of the other Transaction Documents (as defined below), or any of the related agreements executed or delivered in connection therewith. We have been retained solely for the purpose of rendering certain opinions pursuant to Michigan law.

Miller Johnson

July 20, 2010
Page 2

          In connection herewith, we have examined:

          1. the Registration Statement in the form filed with the Commission on July 20, 2010;

          2. a conformed copy of the Base Indenture attached as Exhibit 4.1 to the Company’s Form 8-K filed August 17, 2009;

          3. an execution copy of the First Supplemental Indenture;

          4. the form of Second Supplemental Indenture provided to us;

          5. the form of the 2039 Notes attached as Exhibit A to the First Supplemental Indenture;

          6. the form of 2020 Notes attached as Exhibit A to the Second Supplemental Indenture;

          7. the form of Guarantee attached as Exhibit A to the Base Indenture which shall be used to separately evidence the guarantee of the Subsidiary Guarantors of the 2020 Notes and the 2039 Notes, respectively (each a “Guarantee” and, collectively, the “Guarantees”);

          8. the Amended and Restated Articles of Incorporation of the Guarantor as certified by the Secretary of State of the State of Michigan as of July 19, 2010 (the “Articles”);

          9. the Bylaws of the Guarantor, as in effect on the date hereof and as certified by the Secretary of the Guarantor;

          10. a Certificate of Good Standing from the Michigan Department of Labor and Economic Growth dated July 19, 2010 with respect to the Guarantor;

          11. certain certificates of the Secretary and Assistant Secretary of the Company and the Guarantor dated August 14, 2009, January 14, 2010, March 25, 2010, April 6, 2010 and July 19, 2010 (collectively, the “Secretary Certificates”);

          12. certain resolutions adopted by the Board of Directors of the Guarantor relating to the transactions referred to herein, as certified by the Secretary of the Guarantor; and

          13. the form of Underwriting Agreement among the Company, and the representatives of the underwriters named therein (collectively, the “Representatives”), to be filed as an exhibit to the Registration Statement as Exhibit 1.1 (the “Underwriting Agreement”).

Miller Johnson

July 20, 2010
Page 3

          The documents referenced as items 1 through 7 above are collectively referred to as the “Transaction Documents.”

          For purposes of this opinion letter, we have not reviewed any documents other than the foregoing. In particular, we have not reviewed any document that is referred to in or incorporated by reference into the Indenture (other than the forms of the Notes and the form of Guarantee). We have assumed that there exists no provision in any document that we have not reviewed that bears upon or is inconsistent with the opinion stated herein. We have also assumed, with your permission, that (i) the certifications set forth in the Secretary Certificates are true and correct as of the date hereof and (ii) the resolutions and by-laws referenced in the Secretary Certificates, and the Articles referred to above, have not been amended, altered, repealed or superseded. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

          In our examination of 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. As to matters of fact material to our opinion, we have relied, without independent investigation, upon the representations contained in the Transaction Documents and on statements of governmental officials and upon representations made in or pursuant to certificates and statements of appropriate representatives of the Guarantor.

          In connection herewith, we have assumed that, other than with respect to the Guarantor, all of the Transaction Documents (other than the forms thereof) 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.

          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 as finally amended (including all post-effective amendments) has become effective under the Act, (ii) the Indenture has become duly qualified under the Trust Indenture Act of 1939, as amended, (iii) the Second Supplemental Indenture, the Notes and the Guarantees (in the forms examined by us) have been duly executed by the Company, the Trustee and the Guarantor, as applicable, and (iv) the Notes have been duly authenticated and delivered by the Trustee in accordance with the provisions of the Indenture and issued to the Underwriters in exchange for payment therefor in accordance with terms of the

Miller Johnson

July 20, 2010
Page 4

Underwriting Agreement, the Guarantees provided for in the Indenture by the Guarantor will constitute a valid and binding obligation of the Guarantor.

          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 Michigan law (excluding the securities and blue sky laws of such State) that we, based on our experience, recognize as applicable to the Guarantor in a transaction of the type contemplated by the Indenture. We express no opinion as to the effect of the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. We note that the Guarantee and the Indenture are to be governed by and are to be construed and enforced in accordance with the substantive laws of the State of New York. However, in rendering the opinions expressed herein, we have assumed, with your permission, that the substantive laws of the State of Michigan would apply.

          b. 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.

          c. Our opinion contained herein is subject to the effect of any (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), (iii) implied covenant of good faith and fair dealing, and (iv) securities laws and public policy underlying such laws with respect to rights to indemnification and contribution.

          d. 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

Miller Johnson

July 20, 2010
Page 5

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 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.

          e. 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.

          f. 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.

          g. We express no opinion as to (i) the authorizations, approvals or consents that may be necessary under federal or state securities and “blue sky” laws (including without limitation, Michigan securities and “blue sky” laws) in connection with the transactions contemplated by the Transaction Documents or (ii) the qualification of the Indenture under federal or state securities laws, including without limitation the Trust Indenture Act of 1939, as amended.

          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 Offering. In giving such consent,

Miller Johnson

July 20, 2010
Page 6

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,

Miller Johnson

By  /s/ Maxwell N. Barnes

          Maxwell N. Barnes

MNB/jao

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-5.5

Exhibit 5.5

July 20, 2010

Ralcorp Holdings, Inc.
800 Market Street, Suite 2900
St. Louis, Missouri 63101

Ladies and Gentlemen:

     We have acted as special counsel to Bremner Food Group, Inc., Lofthouse Bakery Products, Inc. and RH Financial Corporation, each a Nevada corporation (the “Guarantors”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) to be filed by Ralcorp Holdings, Inc., a Missouri corporation (the “Company”) and by the subsidiary guarantors (including the Guarantors) listed on Schedule I hereto (the “Subsidiary 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 “Offering”) of $450,000,000 in aggregate principal amount of its senior notes due 2020 (the “2020 Notes”) and its 6.625% senior notes due 2039 (the “2039 Notes” and, together with the 2020 Notes, the “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 “First Supplemental Indenture”) and as further supplemented by a second supplemental indenture (the “Second Supplemental Indenture” and, together with the First Supplemental Indenture and the Base Indenture, the “Indenture”), among the Company, the Subsidiary 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.

     We have not been involved in the preparation of the Registration Statement, nor were we involved in the negotiation, preparation or execution of the Indenture, the Guarantees (as defined below), or any of the related agreements executed or delivered in connection therewith. We have been retained solely for the purpose of rendering certain opinions pursuant to Nevada law.

     In connection herewith, we have examined:

     (1) the Registration Statement (including all exhibits thereto);

     (2) an executed copy of the Base Indenture and the First Supplemental Indenture;

     (3) the form of Second Supplemental Indenture;

     (4) the form of 2039 Notes attached as Exhibit A to the First Supplemental Indenture and the form of 2020 Notes attached as Exhibit A to the Second Supplemental Indenture;

ALBANY AMSTERDAM ATLANTA AUSTIN BERLIN* BOSTON BRUSSELS* CHICAGO DALLAS DELAWARE DENVER FORT LAUDERDALE HOUSTON LAS VEGAS LONDON* LOS ANGELES MIAMI MILAN* NEW JERSEY NEW YORK ORANGE COUNTY ORLANDO PALM BEACH COUNTY PHILADELPHIA PHOENIX ROME* SACRAMENTO SHANGHAI SILICON VALLEY TALLAHASSEE TAMPA TOKYO* TYSONS CORNER WASHINGTON, D.C. WHITE PLAINS ZURICH     *STRATEGIC ALLIANCE

Ralcorp Holdings, Inc.
July 20, 2010
Page 2

     (5) the form of Guarantee, attached as Exhibit A to the Base Indenture which shall separately evidence the guarantee of each of the Subsidiary Guarantors of the 2020 Notes and the 2039 Notes, respectively (each a “Guarantee” and, collectively, the “Guarantees”);

     (6) the Articles of Incorporation and bylaws of each of the Guarantors, as in effect on the date hereof and as certified by the Secretary or Assistant Secretary of such Guarantor (the “Organizational Documents”);

     (7) Certificates of Good Standing for the Guarantors as of July 19, 2010;

     (8) certificates of the Secretary or Assistant Secretary of the Guarantors certifying as to resolutions relating to the transactions referred to herein and the incumbency of officers; and

     (9) the form of Underwriting Agreement among the Company, and the representatives of the underwriters named therein (collectively, the “Representatives”), to be filed as an exhibit to the Registration Statement as Exhibit 1.1 (the “Underwriting Agreement”).

     The documents referenced 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 Guarantors, certificates of public officials and officers of 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 such other documents, records, agreements, certificates and instruments, we have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity, accuracy and completeness of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies, and the accuracy of the statements and representation contained therein. 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 Guarantors.

     In connection herewith, we have assumed that, other than with respect to 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.

Greenberg Traurig, LLP

Ralcorp Holdings, Inc.
July 20, 2010
Page 3

     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 Second Supplemental Indenture, the Notes and the Guarantees (in the forms examined by us) have been duly executed by the Company, the Trustee and the Guarantors, as applicable, and authenticated and delivered by the Trustee in accordance with the provisions of the Indenture and issued to the Underwriters, in exchange for payment therefor in accordance with the terms of the Underwriting Agreement, the Guarantees provided for in the Indenture by the Guarantors will constitute a valid and binding obligation of the Guarantors.

     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 Nevada law and the federal laws of the United States (excluding, in each case, the securities and blue sky laws, as to which we express no opinion). 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, and we express no opinion regarding the effect of, (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 than all of the

Greenberg Traurig, LLP

Ralcorp Holdings, Inc.
July 20, 2010
Page 4

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 (1) the enforceability of 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, (F) modify or waive the rights to notice, legal defenses, statutes of limitations or other benefits that cannot be waived under applicable law or (G) grant a power of attorney to any party, (2) the enforceability of any provision of the Indenture relating to choice of law, or (3) any issue of usury.

     (e) We express no opinion as to (1) whether a subsidiary may guarantee or otherwise be liable for indebtedness incurred by its parent (the “Guaranteed Indebtedness”) except to the extent that such subsidiary may be determined to have benefited from the incurrence of the indebtedness by its parent or (2) whether any such benefit may be measured other than by the extent to which the proceeds of the Guaranteed Indebtedness are, directly or indirectly, made available to such subsidiary for its corporate or other analogous purposes. We have assumed that each of the Guarantors, both before and after execution of any Transaction Document, (1) is not insolvent, (2) does not and has not incurred debts beyond its ability to pay as they become due, and (3) does not have an unreasonably small amount of capital, in each case as determined under applicable bankruptcy, fraudulent transfer and similar laws.

     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 Offering. 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/ Greenberg Traurig, LLP

Greenberg Traurig, LLP

Greenberg Traurig, 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-8.1

Exhibit 8.1

July 21, 2010

Ralcorp Holdings, Inc.
800 Market Street, Suite 2900
St. Louis, Missouri 63101

Re: Ralcorp Holdings, Inc.
Registration Statement on Form S-3

To the Board of Directors:

     We have acted as special counsel to Ralcorp Holdings, Inc., a Missouri corporation (“Ralcorp”), in connection with the proposed issuance of up to $450,000,000 aggregate principal amount of senior notes due 2020 (the “2020 Notes”) and 6.625% Senior Notes due 2039 (“the “2039 Notes” and together with the 2020 Notes, the “Notes”). This opinion is being delivered in connection with the Registration Statement on Form S-3 (the “S-3 Registration Statement”) filed by Ralcorp and by the subsidiary guarantors listed on Schedule I hereto (the “Guarantors”), with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Act”) and the preliminary prospectus dated July 21, 2010 included therein (the “Preliminary Prospectus”). The Notes are being issued 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 “First Supplemental Indenture”), as further supplemented by a second supplemental indenture (the “Second Supplemental Indenture” and, together with the First Supplemental Indenture and the Base Indenture, the “Indenture”), among Ralcorp, the Guarantors, and Deutsche Bank Trust Company Americas, as trustee. Unless otherwise indicated, each defined term has the meaning ascribed to it in the S-3 Registration Statement.

     In connection with this opinion, we have examined and are familiar with originals and copies, certified or otherwise identified to our satisfaction, of the (i) the Registration Statement, (ii) the Preliminary Prospectus, (iii) the Base Indenture, (iv) the First Supplemental Indenture, (v) the Second Supplemental Indenture, and (vi) such other documents as we have deemed necessary or appropriate in order to enable us to render this opinion.

Ralcorp Holdings, Inc.
July 21, 2010
Page 2

     In rendering our opinion, we have assumed, with your permission, that (i) the final executed version of the Second Supplemental Indenture will be identical in all material respects to the version most recently supplied to us and that such final version will be valid and enforceable in accordance with its terms, (ii) the information set forth in the Registration Statement, the Preliminary Prospectus, and the Indenture is true, complete and correct, and (iii) the legal capacity of each natural person, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as copies or drafts. We have assumed without independent verification that the factual information set forth in the Preliminary Prospectus relating to the Notes and the offering of the Notes is accurate and complete in all material respects, and our opinion is conditioned expressly on, among other things, the accuracy as of the date hereof, and the continuing accuracy, of all of such factual information through and as of the date of issuance of the Notes. Any material changes in the facts referred to, set forth or assumed herein or in the Preliminary Prospectus may affect the conclusions stated herein.

     In addition, in rendering our opinion, we have considered the applicable provisions of (a) the Internal Revenue Code of 1986 as in effect on the date hereof (the “Code”), (b) the applicable Treasury Regulations as in effect on the date hereof (the “Regulations”), (c) current administrative interpretations by the Internal Revenue Service (the “Service”) of the Regulations and the Code, (d) existing judicial decisions, (e) such other authorities as we have considered relevant, and (f) our interpretation of the foregoing authorities, all of which such preceding authorities are subject to change or modification at any time (possibly with retroactive effect).

     Based solely upon the foregoing, and subject to the assumptions, qualifications and limitations stated herein and the assumptions, qualifications and limitations set forth in the S-3 Registration Statement, we are of the opinion that the discussions set forth in the S-3 Registration Statement under the subheading “Material United States Federal Income and Estate Tax Considerations” to the extent that such discussions relate to matters of United States federal income and estate tax law, are accurate in all material respects.

     We express our opinion herein only to those matters specifically set forth above and no opinion should be inferred as to the tax consequences, whether federal, state, local or foreign, of any transactions related to the S-3 Registration Statement, or contemplated by the S-3 Registration Statement. We do not express any opinion herein concerning any law other than the federal income tax law of the United States. This opinion represents judgments concerning complex and uncertain issues, and is not binding upon the Service or any other taxing authority. No assurance can be given that our opinion will not be challenged by the Service or any other taxing authority, or that any such challenge will not be successful.

     The foregoing opinion reflects our best professional judgment as to the correct U.S. federal tax consequences of the transaction to which this opinion relates. Our opinion is expressly conditioned on, among other things, the accuracy of all such facts, information, statements and representations as of the date hereof. Any material change in the law, authorities, or facts referred to, set forth, relied upon or assumed herein, or in the S-3 Registration Statement could affect the

Ralcorp Holdings, Inc.
July 21, 2010
Page 3

conclusions stated herein. This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any changes (including changes that have retroactive effect) (a) in applicable law or (b) that would cause any statement, representation or assumption herein to no longer be true or correct.

     This opinion has been prepared for Ralcorp in connection with certain transactions set forth in the S-3 Registration Statement. We hereby consent to the filing of this opinion as Exhibit 8.1 to the S-3 Registration Statement, and to the references to our firm name therein. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations thereunder.

Sincerely,

/s/ Bryan Cave LLP

Ralcorp Holdings, Inc.
July 21, 2010
Page 4

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.

Ralcorp Holdings, Inc.
July 21, 2010
Page 5

Bcc: Philip B. Wright (Executing Partner)
Frank Crisafi (Partner Review)

EX-12.1

Exhibit 12.1

Ralcorp Holdings, Inc.

Computation of Ratio of Earnings to Fixed Charges

(In millions except ratios)

																Six Months Ended
	Year Ended September 30,															March 31,
	2005			2006			2007			2008			2009			2010
Earnings before Income Taxes and Equity Earnings	$	103.5		$	91.2		$	30.5		$	240.5		$	437.5		$	179.4
Plus (Less):
Fixed Charges		21.3			33.2			49.4			60.6			107.2			57.0
Amortization of Capitalized Interest*		0.8			0.8			0.7			0.6			1.0			2.2
Capitalized Interest		(0.8	)		(0.8	)		(0.7	)		(0.6	)		(1.0	)		(2.2	)
Earnings Available to Cover Fixed Charges	$	124.8		$	124.4		$	79.9		$	301.1		$	544.7		$	236.4
Fixed Charges:
Interest Expense, Net of Capitalized Interest	$	16.5		$	28.1		$	42.3		$	54.6		$	99.0		$	50.4
Capitalized Interest		0.8			0.8			0.7			0.6			1.0			2.2
Capitalized Expenses Related to Indebtedness		0.2			0.6			0.2			0.4			1.0			0.9
Interest Portion of Rental Expense**		3.8			3.7			6.2			5.0			6.3			3.4
Total Fixed Charges	$	21.3		$	33.2		$	49.4		$	60.6		$	107.2		$	57.0
Ratio of Earnings to Fixed Charges		5.9x			3.7x			1.6x			5x			5.1x			4.1x

*	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-3 of our report dated November 30, 2009, except with respect to our opinion on the consolidated financial statements insofar as it relates to the condensed consolidating financial information discussed in Note 21, which is as of February 5, 2010, and insofar as it relates to the segment information as discussed in Note 19, which is as of April 7, 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 April 7, 2010. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Pricewaterhouse Coopers LLP

St. Louis, Missouri
July 21, 2010

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated November 23, 2009, with respect to the consolidated financial statements as of and for the year ended October 2, 2009 of American Italian Pasta Company, appearing in the Current Report on Form 8-K filed on July 21, 2010, which are incorporated by reference in this Registration Statement. We hereby consent to the incorporation by reference in the Registration Statement of the aforementioned report, and to the use of our name as it appears under the caption “Experts”.

/s/ GRANT THORNTON LLP

Kansas City, MO
July 21, 2010

EX-25.1

Exhibit 25.1

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	(I.R.S. Employer
organization if not a U.S. national bank)	Identification no.)
60 WALL STREET
NEW YORK, NEW YORK	10005
(Address of principal	(Zip Code)
executive offices)

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	(IRS Employer Identification No.)
of incorporation or organization)

	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

	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
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
St. Louis, Missouri	63101
(Address of principal executive offices)	(Zip Code)

Debt Securities
(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 March 31, 2010. 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 19th day of July, 2010.

DEUTSCHE BANK TRUST COMPANY AMERICAS
By:	/s/ CAROL NG
	CAROL NG
	VICE PRESIDENT

Exhibit 7

FFIEC 031
Page RC-1
14

DEUTSCHE BANK TRUST COMPANY AMERICAS

Legal Title of Bank
NEW YORK
City
NY	10005
State	Zip Code
FDIC Certificate Number: 00623

Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for March 31, 2010

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		369,000	l.a
b. Interest-bearing balances (2)				0071		17,325,000	l.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		1,858,000	2.b
3. Federal funds sold and securities purchased under agreements to resell:			RCON
a. Federal funds sold in domestic offices				B987		115,000	3.a
			RCFD
b. Securities purchased under agreements to resell (3)				B989		6,000	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	13,486,000					4.b
c. LESS: Allowance for loan and lease losses	3123	168,000					4.c
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)				B529		13,318,000	4.d
5. Trading assets (from Schedule RC-D)				3545		6,466,000	5
6. Premises and fixed assets (including capitalized leases)				2145		43,000	6
7. Other real estate owned (from Schedule RC-M)				2150		17,000	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	l0.a
b. Other intangible assets (from Schedule RC-M)				0426		55,000	l0.b
11. Other assets (from Schedule RC-F)				2160		5,575,000	11
12. Total assets (sum of items 1 through 11)				2170		45,147,000	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	15

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		15,769,000	13.a
(1) Noninterest-bearing (1)		6631	10,228,000					13.a.1
(2) Interest-bearing		6636	5,541,000					13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs				RCFN
(from Schedule RC-E, part II)					2200		8,242,000	13.b
(1) Noninterest-bearing		6631	3,074,000					13.b.1
(2) Interest-bearing		6636	5,168,000					13.b.2
14. Federal funds purchased and securities sold under agreements to repurchase:				RCON
a. Federal funds purchased in domestic offices (2)					B993		7,899,000	14.a
				RCFD
b. Securities sold under agreements to repurchase (3)					B995		0	14.b
15. Trading liabilities (from Schedule RC-D)					3548		159,000	15
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)					3190		1,811,000	16
17. and 18. Not applicable
19. Subordinated notes and debentures (4)					3200		0	19
20. Other liabilities (from Schedule RC-G)					2930		2,017,000	20
21. Total liabilities (sum of items 13 through 20)					2948		35,897,000	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		583,000	25
26. a. Retained earnings					3632		4,619,000	26.a
b. Accumulated other comprehensive income (5)					B530		17,000	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		8,846,000	27.a
b. Noncontrolling (minority) interests in consolidated subsidiaries					3000		404,000	27.b
28. Total equity capital (sum of items 27.a and 27.b)					G105		9,250,000	28
29. Total liabilities and equity capital (sum of items 21 and 28)					3300		45,147,000	29

Memoranda

To be reported with the March Report of Condition.

	RCFD		Number
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 auditors as of any date during 2009		6724	2	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 or 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	12/31	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.