Form 8-K

Section 1.

Amendments

Section 2.

Miscellaneous

0001193125-13-022314.txt : 20130124 0001193125-13-022314.hdr.sgml : 20130124 20130124164912 ACCESSION NUMBER: 0001193125-13-022314 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20130118 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130124 DATE AS OF CHANGE: 20130124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RALCORP HOLDINGS INC /MO CENTRAL INDEX KEY: 0001029506 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 431766315 STATE OF INCORPORATION: MO FISCAL YEAR END: 1001 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12619 FILM NUMBER: 13546040 BUSINESS ADDRESS: STREET 1: 800 MARKET STREET STREET 2: SUITE 2900 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3148777000 MAIL ADDRESS: STREET 1: 800 MARKET STREET STREET 2: SUITE 2900 CITY: ST LOUIS STATE: MO ZIP: 63101 FORMER COMPANY: FORMER CONFORMED NAME: NEW RALCORP HOLDINGS INC DATE OF NAME CHANGE: 19961223 8-K 1 d472664d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (date of earliest event reported): January 18, 2013

Ralcorp Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Missouri

1-12619

43-1766315

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

800 Market Street

St. Louis, Missouri 63101

(Address, including Zip Code, of Principal Executive Offices)

Registrant’s telephone number, including area code (314) 877-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4 under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

Supplemental Indenture

As previously reported in its Current Report on Form 8-K filed on August 8, 2008, Cable Holdco, Inc. entered into an indenture (the “Indenture”) dated August 4, 2008 with Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), under which Cable Holdco, Inc. issued (i) $577,500,000 aggregate principal amount of its 7.29% Senior Notes due 2018 (the “2018 Fixed Rate Notes”), (ii) $20,000,000 aggregate principal amount of its Floating Rate Notes (the “Floating Rate Notes”), (iii) $67,000,000 aggregate principal amount of its Senior Notes due 2020 (the “2020 Fixed Rate Notes,” and together with the 2018 Fixed Rate Notes and the Floating Rate Notes, the “Notes”). On the same date Ralcorp Mailman LLC and Ralcorp Holdings, Inc. (“Ralcorp” or the “Company”), each executed a supplemental indenture (the “First Supplemental Indenture” and “Second Supplemental Indenture”, respectively) to the Indenture pursuant to which Ralcorp ultimately assumed the obligations of Cable Holdco, Inc. under the Indenture and on January 17, 2012, Ralcorp and the Trustee entered into a Third Supplemental Indenture with respect to the Indenture (the “Third Supplemental Indenture”) pursuant to which, among other things, the parties amended certain covenants and consented to certain matters in connection with the separation of the Post cereals business. On January 18, 2013, Ralcorp and the Trustee entered into a Fourth Supplemental Indenture with respect to the Indenture (the “Fourth Supplemental Indenture”) which amends the interest expense coverage ratio covenant to provide that Ralcorp shall maintain an interest expense coverage ratio of not less than 2.75 to 1 on a consolidated basis as of the end of each period of four fiscal quarters of the Company, except that with respect to the four fiscal quarters ending December 31, 2012, such interest expense coverage ratio shall not be less than 2.5 to 1.

Note Purchase Agreement Amendments

Also on January 18, 2013, Ralcorp entered into a Fourth Amendment (the “Fourth Amendment to the 2003 Note Purchase Agreement”) with respect to Note Purchase Agreement dated as of May 22, 2003, as amended (the “2003 Note Purchase Agreement”), and a Second Amendment (the “Second Amendment to the 2009 Note Purchase Agreement”) with respect to Note Purchase Agreement dated as of May 28, 2009 (the “2009 Note Purchase Agreement”). The amendments to the 2003 Note Purchase Agreement and the 2009 Note Purchase Agreement amend the interest expense coverage ratio covenants contained therein so that they are substantially similar to the covenant set forth in the Fourth Supplemental Indenture.

Credit Agreement Amendment

On January 18, 2013, Ralcorp entered into Amendment No. 2 to Credit Agreement (the “Second Credit Agreement Amendment”) relating to Ralcorp’s Credit Agreement dated as of May 1, 2012 (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., individually and as administrative agent, and the lenders party thereto, to amend the interest expense coverage ratio covenant to provide that Ralcorp shall maintain an interest expense coverage ratio of not less than 2.75 to 1 as of the end of each fiscal quarter of the Company, except that with respect to the fiscal quarter ending December 31, 2012, such interest expense coverage ratio shall not be less than 2.5 to 1. The Second Credit Agreement Amendment also clarified that the amendment to the definition of “EBIT” included in that certain Amendment No. 1 to Credit Agreement and Waiver, dated November 27, 2012, by and among Ralcorp, JPMorgan Chase Bank, N.A. and the lenders party thereto, was never effected pursuant to such amendment and the definition of “EBIT” remains as set forth in the Credit Agreement.

The foregoing descriptions are qualified in their entirety by reference to the Indenture, as amended, the 2003 Note Purchase Agreement, as amended, the 2009 Note Purchase Agreement, as amended and the Credit Agreement, as amended, copies of which are included as Exhibits 4.1-4.5, and 10.1-10.11 hereto and are incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

Item 1.01 is incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

The Exhibits to this Current Report on Form 8-K are listed in the Exhibit Index to this report, which Index is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: January 24, 2013	Ralcorp Holdings, Inc. (Registrant)

	By:	/s/ Scott Monette
		Scott Monette
		Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description

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		Third Supplemental Indenture, dated January 17, 2012, by and between Ralcorp Holdings, Inc. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.4 to the Company’s Form 8-K filed January 18, 2012)

4.5		Fourth Supplemental Indenture, dated January 18, 2013, by and between Ralcorp Holdings, Inc. and Deutsche Bank Trust Company Americas

10.1		Note Purchase Agreements dated as of May 22, 2003 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the period ended June 30, 2003)

10.2		First Amendment dated as of December 22, 2005 to Note Purchase Agreements dated as of May 22, 2003 and Series A, B, C, D and E and F Senior Notes (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the period ended December 31, 2005)

10.3		Second Amendment dated as of July 9, 2008 to Note Purchase Agreements dated as of May 22, 2003 and Series A, B, C, D, E, F, G, H, I and J Senior Notes (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K on August 8, 2008)

10.4		Third Amendment and Consent dated as of January 17, 2012 to Note Purchase Agreements dated as of May 22, 2003 and Series C, D, E, F, I, and J Senior Notes (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed January 18, 2012)

10.5		Fourth Amendment and Consent dated as of January 18, 2013 to Note Purchase Agreements dated as of May 22, 2003 and Series C, D, E, F, I, and J Senior Notes

10.6		Note Purchase Agreement dated May 28, 2009 for $50,000,000 7.45% Senior Notes, Series 2009A, due May 28, 2019 and $50,000,000 7.60% Senior Notes, Series 2009B, due May 28, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed June 3, 2009)

10.7		First Amendment and Consent dated January 17, 2012 to Purchase Agreements dated as of May 28, 2009 and Series A and B Senior Notes (incorporated by reference to Exhibit 10.6 to the Company’s Form 8-K filed January 18, 2012)

10.8		Second Amendment and Consent dated January 18, 2013 to Purchase Agreements dated as of May 28, 2009 and Series A and B Senior Notes



10.9		Amended and Restated Credit Agreement dated as of May 1, 2012, among Ralcorp and the lenders referred to therein (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed May 4, 2012)

10.10		Amendment No. 1 to Credit Agreement and Waiver, dated November 27, 2012, by and among Ralcorp Holdings, Inc., JPMorgan Chase Bank, N.A. and the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed November 29, 2012)

10.11		Amendment No. 2 to Credit Agreement, dated January 18, 2013, by and among Ralcorp Holdings, Inc., JPMorgan Chase Bank, N.A. and the lenders party thereto

EX-4.5 2 d472664dex45.htm FOURTH SUPPLEMENTAL INDENTURE, DATED JANUARY 18, 2013 Fourth Supplemental Indenture, dated January 18, 2013

EXHIBIT 4.5

RALCORP HOLDINGS, INC.

FOURTH SUPPLEMENTAL INDENTURE

DATED AS OF JANUARY 18, 2013

With Respect To

Indenture dated as of August 4, 2008

and

$577,500,000 7.29% Notes,

due 2018

$20,000,000 Floating Rate Notes,

due 2018

$67,000,000 7.39% Notes,

due 2020

TABLE OF CONTENTS

(Not a part of this Supplemental Indenture)

THIS FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of January 18, 2013, by and between Ralcorp Holdings, Inc. (the “Company”), and Deutsche Bank Trust Company Americas (the “Trustee”).

RECITALS

WHEREAS, Cable Holdco, Inc., a Delaware corporation (“Splitco”), and the Trustee entered into an Indenture dated as of August 4, 2008 (the “Indenture”), pursuant to which Splitco issued $577,500,000 aggregate principal amount of its 7.29% Notes due 2018, $20,000,000 of its Floating Rate Notes due 2018 and $67,000,000 of its 7.39% Notes due 2020 (collectively, the “Securities”); and

WHEREAS, effective August 4, 2008, Splitco was merged with and into Ralcorp Mailman LLC (“Mailman”), with Mailman being the surviving corporation, whereupon the separate corporate existence of Splitco ceased and Mailman assumed the due and punctual payment of the principal of (and premium, if any) and the interest on all of the Securities in accordance with their terms, and the due and punctual performance and observance of all the covenants and conditions of the Indenture pursuant to the First Supplemental Indenture dated as of August 4, 2008; and

WHEREAS, effective August 4, 2008, Mailman was merged with and into the Company, with the Company being the surviving corporation, whereupon the separate corporate existence of Mailman ceased and the Company assumed the due and punctual payment of the principal of (and premium, if any) and the interest on all of the Securities in accordance with their terms, and the due and punctual performance and observance of all the covenants and conditions of the Indenture pursuant to the Second Supplemental Indenture dated as of August 4, 2008; and

WHEREAS, effective January 17, 2012, the Holders of not less than a majority in principal amount of the Outstanding Securities consented to the entry by Company into the Post Spin-Off Documents (as defined in the Third Supplemental Indenture referred to hereinafter), including related agreements and activities thereto, waived compliance with certain covenants of the Indenture and consented to certain amendments to the Indenture, which amendments were set forth in the Third Supplemental Indenture dated as of January 17, 2012; and

WHEREAS, the Company requests the consent to the amendment of the Interest Expense Coverage Ratio covenant in Section 1019 of the Indenture as hereinafter provided; and

WHEREAS, Section 902 of the Indenture authorizes the Company and the Trustee to enter into this Supplemental Indenture with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities for the purpose of changing in any manner any of the provisions of the Indenture other than those modifications identified in Section 902, which require the consent of the Holder of each Outstanding Security affected thereby; and

WHEREAS, the Company has obtained the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities and has delivered evidence of such consents to the Trustee; and

WHEREAS, pursuant to Section 902 of the Indenture, the Company desires to execute and deliver this Supplemental Indenture, has requested the Trustee join with it in the execution and delivery of this Supplemental Indenture, and in accordance with Section 903 of the Indenture, has received an Opinion of Counsel and an Officers’ Certificate to the Trustee stating that the execution of this Supplemental Indenture is authorized or permitted by the Indenture and that all conditions precedent to its execution and delivery by the Trustee have been complied with; and

WHEREAS, all things necessary concerning the creation, execution and delivery of this Supplemental Indenture have in all respects been authorized by the Company; and

WHEREAS, capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Indenture.

NOW, THEREFORE, in compliance with Article 9 of the Indenture, and in consideration of the covenants contained herein and intending to be legally bound hereby, the Company and the Trustee, for the benefit of the Holders of the Securities, agree as follows:

Section 1. Amendments.

Section 1.1. Section 1019 of the Indenture is hereby amended and restated in its entirety as follows:

“As of the end of each period of four fiscal quarters of the Company ending after the date hereof, the Company on a consolidated basis with its Subsidiaries shall maintain an Interest Expense Coverage Ratio of not less than 2.75 to 1.00, provided however, solely with respect to the period of four fiscal quarters of the Company ending on December 31, 2012, the Company on a consolidated basis with its Subsidiaries may maintain an Interest Expense Coverage Ratio of less than 2.75 to 1.00 (but in no event less than 2.50 to 1.00).”

Section 2. Miscellaneous.

Section 2.1. All terms and provisions of the Indenture, after giving effect to this Supplemental Indenture, and related agreements and instruments are hereby ratified, confirmed and approved in all respects.

Section 2.2. Each Subsidiary Guarantor, for itself as a guarantor under the Subsidiary Guarantee, consents to the terms of this Supplemental Indenture (including, specifically, but without limitation, Section 1 hereof) and reaffirms, ratifies and confirms (a) in all respects each and every obligation and covenant made by it in the Subsidiary Guarantee and (b) that the Subsidiary Guarantee remains the legal, valid and binding obligation of such Subsidiary Guarantor enforceable against such Subsidiary Guarantor in accordance with its terms.

Section 2.3. Each reference in the Indenture to “this Indenture,” “hereunder,” “hereof,” or words of similar import in instruments or documents provided for in the Indenture or delivered or to be delivered thereunder or in connection therewith, shall, except where the context otherwise requires, be deemed a reference to the Indenture, after giving effect to this Supplemental Indenture.

Section 2.4. This Supplemental Indenture shall be governed by and construed in accordance with the internal laws of the State of New York.

Section 2.5. This Supplemental Indenture and all covenants herein contained shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereunder. All representations, warranties and covenants made by the Company herein shall survive the closing and the delivery of this Supplemental Indenture.

Section 2.6. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute but one and the same Supplemental Indenture. Delivery of an executed counterpart of this Supplemental Indenture by facsimile shall be as effective as delivery of a manually executed counterpart of this Supplemental Indenture.

Section 2.7. The Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Company by action or otherwise, (iii) the due execution hereof by the Company or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized, as of the day and year first above written.


RALCORP HOLDINGS, INC.

By:		/s/ Scott Monette
Name:		Scott Monette
Title:		Corporate Vice President and
		Chief Financial Officer

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

By:		/s/ Carol Ng
Name:		Carol Ng
Title:		Vice President

By:		/s/ Nigel W. Luke
Name:		Nigel W. Luke
Title:		Vice President

Each of the undersigned, severally, hereby acknowledges, approves and agrees to the foregoing Supplemental Indenture and ratifies and confirms each of its obligations under the Subsidiary Guarantee.


BREMNER FOOD GROUP, INC.
NUTCRACKER BRANDS, INC.
LINETTE QUALITY CHOCOLATES, INC.
RH FINANCIAL CORPORATION
THE CARRIAGE HOUSE COMPANIES, INC.
RALCORP FROZEN BAKERY PRODUCTS, INC.
MEDALLION FOODS, INC.
COTTAGE BAKERY, INC.
LOVIN OVEN, LLC
AMERICAN ITALIAN PASTA COMPANY

By:		/s/ Scott Monette
Name:		Scott Monette
Title:		Corporate Vice President and
		Chief Financial Officer

EX-10.5 3 d472664dex105.htm FOURTH AMENDMENT AND CONSENT DATED AS OF JANUARY 18, 2013 Fourth Amendment and Consent dated as of January 18, 2013

EXHIBIT 10.5

EXECUTION VERSION

RALCORP HOLDINGS, INC.

FOURTH AMENDMENT

DATED AS OF JANUARY 18, 2013

With Respect To

Note Purchase Agreements dated as of May 22, 2003

and

$50,000,000 5.43% Senior Notes, Series C,

due December 22, 2013

$75,000,000 4.76% Senior Notes, Series D,

due December 22, 2013

$100,000,000 5.57% Senior Notes, Series E,

due December 21, 2015

$75,000,000 5.56% Senior Notes, Series I, Tranche A,

due January 18, 2019

$25,000,000 5.58% Senior Notes, Series I, Tranche B,

due January 18, 2019

$100,000,000 5.93% Senior Notes, Series J,

due May 11, 2022

TABLE OF CONTENTS

(Not a part of this Amendment)


		Page
Section 1.	Amendment		2

Section 2.	Conditions Precedent		2

Section 3.	Representations and Warranties		3

Section 4.	Miscellaneous		5


Schedule I		—		Name of Holders and Principal Amount of Notes

Dated as of

January 18, 2013

To each of the holders

listed in Schedule I to

this Fourth Amendment

Ladies and Gentlemen:

Reference is made to (i) the separate Note Purchase Agreements, each dated as of May 22, 2003 (the “Original Note Purchase Agreements”), by and between Ralcorp Holdings, Inc., a Missouri corporation (the “Company”), and each of the purchasers of the $150,000,000 aggregate principal amount of Floating Rate Senior Notes, Series A, due May 22, 2010 of the Company issued pursuant thereto; (ii) the First Supplement to Note Purchase Agreements, dated as of December 22, 2003 (the “First Supplement”), between the Company and the purchasers of the $145,000,000 aggregate principal amount of 4.24% Senior Notes, Series B, due December 22, 2010 of the Company issued pursuant thereto; (iii) the Second Supplement to Note Purchase Agreements, dated as of December 22, 2003 (the “Second Supplement”), between the Company and the purchasers of the $50,000,000 aggregate principal amount of 5.43% Senior Notes, Series C, due December 22, 2013 (the “Series C Notes”) of the Company issued pursuant thereto; (iv) the Third Supplement to Note Purchase Agreements dated, as of December 22, 2003 (the “Third Supplement”), between the Company and the purchasers of the $75,000,000 aggregate principal amount of 4.76% Senior Notes, Series D, due December 22, 2013 (the “Series D Notes”) of the Company issued pursuant thereto; (v) the Fourth Supplement to Note Purchase Agreements, dated as of December 21, 2005 (the “Fourth Supplement”), between the Company and the purchasers of the $100,000,000 aggregate principal amount of 5.57% Senior Notes, Series E, due December 21, 2015 (the “Series E Notes”) of the Company issued pursuant thereto; (vi) the Sixth Supplement to Note Purchase Agreements dated as of February 22, 2006 (the “Sixth Supplement”), between the Company and the purchasers of the $50,000,000 aggregate principal amount of Floating Rate Senior Notes, Series G, due February 22, 2011 of the Company issued pursuant thereto; (vii) the Seventh Supplement to Note Purchase Agreements, dated as of February 22, 2006 (the “Seventh Supplement”), between the Company and the purchasers of the $50,000,000 aggregate principal amount of Floating Rate Senior Notes, Series H, due February 22, 2011 of the Company issued pursuant thereto; (viii) the Eighth Supplement to Note Purchase Agreements, dated as of January 18, 2007 (the “Eighth Supplement”), between the Company and the purchasers of the $75,000,000 aggregate principal amount 5.56% Senior Notes, Series I, Tranche A, due January 18, 2019 and the $25,000,000 aggregate principal amount 5.58% Senior Notes, Series I, Tranche B, due January 18, 2019 (the “Series I Notes”) of the Company issued pursuant thereto; (ix) the Ninth Supplement to the Note Purchase Agreements, dated as of May 11, 2007 (the “Ninth Supplement”), between the Company and the purchasers of the $100,000,000 5.93% Senior Notes, Series J, due May 11, 2022 (the “Series J Notes” and together with the Series C Notes, the Series D Notes, Series E Notes and the Series I Notes, the “Notes”) of the Company issued pursuant thereto; (x) the First Amendment to the Original Note Purchase Agreements and the Notes, dated as of December 22, 2005 (the “First Amendment”); (xi) the Second Amendment to the Original Note Purchase Agreements and the Notes, dated as of July 9, 2008 (the “Second Amendment”); and (xii) the Third Amendment and Consent to the Original Note Purchase Agreements and the Notes, dated as of January 17, 2012 (the “Third

Amendment”). The Original Note Purchase Agreements, as supplemented by the First through Fourth Supplements and the Sixth through Ninth Supplements and amended by the First through Third Amendments, are referred to herein collectively as the “Note Purchase Agreements”. Capitalized terms used in this Fourth Amendment (this “Amendment”) without definition shall have the meanings given such terms in the Note Purchase Agreements, as amended hereby.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company requests your consent to the amendment of the Interest Expense Coverage Ratio covenant in Section 10.4(c) of the Note Purchase Agreements as hereinafter provided.

Upon your acceptance hereof in the manner hereinafter provided and upon satisfaction of all conditions to the effectiveness hereof and receipt by the Company of similar acceptances from the Required Holders, this Amendment shall be effective, but only in the respects hereinafter set forth:

Section 1. Amendment.

Section 10.4(c) of the Note Purchase Agreements shall be amended and restated as follows:

“(c) Interest Expense Coverage Ratio. As of the end of each period of four fiscal quarters of the Company ending after the date hereof, the Company on a consolidated basis with its Subsidiaries shall maintain an Interest Expense Coverage Ratio of not less than 2.75 to 1.00, provided however, solely with respect to the period of four fiscal quarters of the Company ending on December 31, 2012, the Company on a consolidated basis with its Subsidiaries may maintain an Interest Expense Coverage Ratio of less than 2.75 to 1.00 (but in no event less than 2.50 to 1.00).”

Section 2. Conditions Precedent.

This Amendment shall not become effective until, and shall become effective when each of the following conditions shall have been satisfied:

(a) This Amendment shall be duly executed by the Company and delivered to the holders.

(b) The Required Holders shall have consented to this Amendment as evidenced by their execution thereof.

(c) The representations and warranties of the Company set forth in Section 3 hereof shall be true and correct in all material respects as of the date of the execution and delivery of this Amendment.

(d) All corporate and other proceedings in connection with the transactions contemplated by this Amendment and all documents and instruments incident to such transactions shall be satisfactory in all material respects to you and your special counsel, and you and your special counsel shall have received all such counterpart originals or certified or other copies of such documents as you or they may reasonably request.

(e) Each holder shall have received such certificates of officers of the Company as it may reasonably request with respect to this Amendment.

(f) Any consents or approvals from any holder or holders of any outstanding security or indebtedness of the Company and any amendments of agreements pursuant to which any securities or indebtedness may have been issued which shall be necessary to permit the consummation of the transactions contemplated hereby shall have been obtained and all such consents or amendments shall be reasonably satisfactory in form and substance to the holders and their special counsel.

(g) The Company shall have paid a fee to each holder of the Notes in an amount equal to 0.05% of the outstanding principal amount of the Notes held by such holder.

(h) The Company shall have paid the reasonable fees and disbursements of the holders’ special counsel, Chapman and Cutler LLP (“Special Counsel”), incurred in connection with the negotiation, preparation, execution and delivery of this Amendment and the transactions contemplated hereby which fees and disbursements are reflected in the statement of such special counsel delivered to the Company at the time of the execution and delivery of this Amendment.

(i) Each Subsidiary Guarantor shall have consented to the terms of this Amendment by signing in the appropriate space on the signature page hereof.

(j) Concurrently with the execution and delivery of this Amendment, (i) the Company and the noteholders party thereto shall have entered into the Second Amendment to the separate Note Purchase Agreements, each dated as of May 28, 2009, (ii) the Company, the admnistrative agent and each of the lenders party thereto have entered into the Amendment No. 2 to the Credit Agreement, dated as of May 1, 2012 and (iii) the Company and Deutsche Bank Trust Company Americas, as Trustee, shall have entered into the Fourth Supplemental Indenture to the Indenture dated as of August 4, 2008 and fully executed copies of each of such amendments and supplemental indenture shall have been delivered to the holders of Notes, shall be in form and substance satisfactory to the holders of Notes and shall be in full force and effect as of the date hereof.

Section 3. Representations and Warranties.

Each Obligor, as to itself, hereby represents and warrants that as of the date hereof and as of the date of execution and delivery of this Amendment:

(a) Each Obligor is duly incorporated or formed, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation.

(b) This Amendment, the Note Purchase Agreements and the transactions contemplated hereby are within the organizational power of such Obligor, have been duly authorized by all necessary organizational action on the part of such Obligor, and this Amendment and (in the case of the Company only) the Note Purchase Agreements, after giving effect to this Amendment, have been duly executed and delivered by such Obligor and constitute legal, valid and binding obligations of such Obligor enforceable against such Obligor in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

(c) After giving effect to this Amendment, there are no Defaults or Events of Default under the Note Purchase Agreements, as amended hereby.

(d) After giving effect to this Amendment, each of the representations and warranties contained in the Note Purchase Agreements, as amended hereby, is true and correct in all material respects on and as of the date hereof as if made on the date hereof.

(e) The execution, delivery and performance of this Amendment and (in the case of the Company only) the Note Purchase Agreements, after giving effect to this Amendment, by such Obligor does not and will not result in a violation of or default under (i) the articles of incorporation, certificate of formation, bylaws, operating agreement or other similar charter document of such Obligor, (ii) any material agreement to which such Obligor is a party or by which it is bound or to which such Obligor or any of its properties is subject, (iii) any order, writ, injunction or decree binding on such Obligor, or (iv) any statute, regulation, rule or other law applicable to such Obligor, except for any such violation or default that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(f) No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by such Obligor of this Amendment and (in the case of the Company only) the Note Purchase Agreements, after giving effect to this Amendment, except (i) as have been obtained or made and (ii) for such Amendments, approvals, authorizations, registrations, filings or declarations as may be required under applicable securities laws or stock exchange rules.

(g) All Obligors signatory to the Note Purchase Agreements and each of the Subsidiary Guarantors are signatories to this Amendment.

(h) Other than this Amendment, there are no other amendments, modifications, supplements or waivers to the Note Purchase Agreements or any other Financing Agreement.

(i) Each Subsidiary which is an obligor or guarantor in respect of any Debt of the Company is a Subsidiary Guarantor in respect of the Notes.

Section 4. Miscellaneous.

Section 4.1. All terms and provisions of the Note Purchase Agreements, after giving effect to this Amendment, and related agreements and instruments are hereby ratified, confirmed and approved in all respects.

Section 4.2. Each Subsidiary Guarantor, for itself as a guarantor under the Subsidiary Guarantee, consents to the terms of this Amendment (including, specifically, but without limitation, Section 1 hereof) and reaffirms, ratifies and confirms (a) in all respects each and every obligation and covenant made by it in the Subsidiary Guarantee and (b) that the Subsidiary Guarantee remains the legal, valid and binding obligation of such Subsidiary Guarantor enforceable against such Subsidiary Guarantor in accordance with its terms.

Section 4.3. Each reference in the Note Purchase Agreements to “this Agreement,” “hereunder,” “hereof,” or words of similar import in instruments or documents provided for in the Note Purchase Agreements or delivered or to be delivered thereunder or in connection therewith, shall, except where the context otherwise requires, be deemed a reference to the Note Purchase Agreement, after giving effect to this Amendment.

Section 4.4. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York.

Section 4.5. This Amendment and all covenants herein contained shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereunder. All representations, warranties and covenants made by the Company herein shall survive the closing and the delivery of this Amendment.

Section 4.6. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute but one and the same Amendment. Delivery of an executed counterpart of this Amendment by facsimile shall be as effective as delivery of a manually executed counterpart of this Amendment. Delivery of documents required hereunder (including counterpart signature pages to this Amendment) by the Company may be made by delivery to Special Counsel as counsel to the holders.

[Signature Page Follows]

The execution hereof by the holders shall constitute a contract among the Company and the holders for the uses and purposes hereinabove set forth.


RALCORP HOLDINGS, INC.

By:		/s/ Scott Monette
Name:		Scott Monette
Title:		Corporate Vice President and CFO

Each of the undersigned, severally, hereby acknowledges, approves and agrees to the foregoing Amendment and ratifies and confirms each of its obligations under the Subsidiary Guarantee.


BREMNER FOOD GROUP, INC.
NUTCRACKER BRANDS, INC.
LINETTE QUALITY CHOCOLATES, INC.
RH FINANCIAL CORPORATION
THE CARRIAGE HOUSE COMPANIES, INC.
RALCORP FROZEN BAKERY PRODUCTS, INC.
MEDALLION FOODS, INC.
COTTAGE BAKERY, INC.
LOVIN OVEN, LLC
AMERICAN ITALIAN PASTA COMPANY

By:		/s/ Scott Monette
Name:		Scott Monette
Title:		Treasurer

This foregoing Amendment is hereby accepted and agreed to as of the date aforesaid. The execution by each holder listed below shall constitute its respective several and not joint confirmation that it is the owner and holder of the Notes set opposite its name on Schedule I hereto.


AMERICAN GENERAL LIFE INSURANCE
COMPANY, SURVIVOR BY MERGER TO
AMERICAN GENERAL ASSURANCE COMPANY

THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

	By:	AIG Asset Management (U.S.) LLC, investment adviser

		By	/s/ William H. Hasson
			Name:	William H. Hasson
			Title:	Managing Director


AXA EQUITABLE LIFE INSURANCE COMPANY (FORMERLY THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES)

By:	/s/ Amy Judd
	Name:	Amy Judd
	Title:	Investment Officer

MONY LIFE INSURANCE COMPANY OF AMERICA

By:	/s/ Amy Judd
	Name:	Amy Judd
	Title:	Investment Officer


ALLSTATE LIFE INSURANCE COMPANY

By:	/s/ Mark D. Pittman
	Name:	Mark D. Pittman

By:	/s/ Allen Dick
	Name:	Allen Dick

Authorized Signatories


MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

	By:	Babson Capital Management LLC as Investment Adviser

		By	/s/ John B. Wheeler
			Name:	John B. Wheeler
			Title:	Managing Director

C.M. LIFE INSURANCE COMPANY

	By:	Babson Capital Management LLC as Investment Adviser

		By	/s/ John B. Wheeler
			Name:	John B. Wheeler
			Title:	Managing Director

MASSMUTUAL ASIA LIMITED

	By:	Babson Capital Management LLC as Investment Adviser

		By	/s/ John B. Wheeler
			Name:	John B. Wheeler
			Title:	Managing Director


CONNECTICUT GENERAL LIFE INSURANCE COMPANY

	By:	Cigna Investments, Inc. (authorized agent)

		By	/s/ Deborah B. Wiacek
			Name:	Deborah B. Wiacek
			Title:	Senior Managing Director

CIGNA HEALTH AND LIFE INSURANCE COMPANY

	By:	Cigna Investments, Inc. (authorized agent)

		By	/s/ Deborah B. Wiacek
			Name:	Deborah B. Wiacek
			Title:	Senior Managing Director

LIFE INSURANCE COMPANY OF NORTH AMERICA

	By:	Cigna Investments, Inc. (authorized agent)

		By	/s/ Deborah B. Wiacek
			Name:	Deborah B. Wiacek
			Title:	Senior Managing Director


COBANK, ACB

By:	/s/ Hal Nelson
	Name:	Hal Nelson
	Title:	Vice President


FARM CREDIT SERVICES OF AMERICA, PCA

By:
		Name:
		Title:


GENWORTH LIFE AND ANNUITY INSURANCE COMPANY

By:	/s/ Stephen DeMotto
	Name:	Stephen DeMotto
	Title:	Investment Officer

GENWORTH LIFE INSURANCE COMPANY OF NEW YORK

By:	/s/ Stephen DeMotto
	Name:	Stephen DeMotto
	Title:	Investment Officer

JAMES TOWN LIFE INSURANCE COMPANY

By:	/s/ Stephen DeMotto
	Name:	Stephen DeMotto
	Title:	Investment Officer


ING LIFE INSURANCE AND ANNUITY COMPANY
RELIASTAR LIFE INSURANCE COMPANY

	By:	ING Investment Management LLC, as Agent

		By	/s/ Christopher P. Lyons
			Name:	Christopher P. Lyons
			Title:	Senior Vice President


METLIFE INSURANCE COMPANY OF CONNECTICUT

	By:	Metropolitan Life Insurance Company, as investment manager

METLIFE INVESTORS USA INSURANCE COMPANY

	By:	Metropolitan Life Insurance Company, as investment manager

METROPOLITAN TOWER LIFE INSURANCE COMPANY

	By:	Metropolitan Life Insurance Company, as investment manager

METROPOLITAN LIFE INSURANCE COMPANY

	By	/s/ Judith A. Gulotta
		Name:	Judith A. Gulotta
		Title:	Managing Director


NATIONWIDE LIFE AND ANNUITY COMPANY OF AMERICA
NATIONWIDE LIFE INSURANCE COMPANY
NATIONWIDE LIFE INSURANCE COMPANY OF AMERICA
NATIONWIDE MUTUAL INSURANCE COMPANY
OLENTANGY REINSURANCE LLC

By:	/s/ Mary Beth Cadle
	Name:	Mary Beth Cadle
	Title:	Authorized Signatory


AGFIRST FARM CREDIT BANK

By:	/s/ Steven J. O’Shea
	Name:	Steven J. O’Shea
	Title:	Vice President


THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

By:	/s/ Timothy S. Collins
	Name:	Timothy S. Collins
	Its Authorized Representative


PHOENIX LIFE INSURANCE COMPANY

By:	/s/ Paul M. Chute
	Name:	Paul M. Chute
	Title:	Senior Managing Director, Private Placements


PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY

	By:	Prudential Investment Management, Inc., as investment manager

		By	/s/ Timothy M. Laczkowski
			Name:	Timothy M. Laczkowski
			Title:	Vice President

GIBRALTAR LIFE INSURANCE CO., LTD.

	By:	Prudential Investment Management Japan Co., Ltd., as Investment Manager

	By:	Prudential Investment Management, Inc., as Sub-Adviser

		By	/s/ Timothy M. Laczkowski
			Name:	Timothy M. Laczkowski
			Title:	Vice President

MUTUAL OF OMAHA INSURANCE COMPANY

	By:	Prudential Private Placement Investors, L.P. (as Investment Advisor)

	By:	Prudential Private Placement Investors, Inc. (as its General Partner)

		By	/s/ Timothy M. Laczkowski
			Name:	Timothy M. Laczkowski
			Title:	Vice President


NORTHWEST FARM CREDIT SERVICES, PCA

By:	/s/ Casey Kinzer
	Name:	Casey Kinzer
	Title:	Vice President


GREENSTONE FARM CREDIT SERVICES ACA/FLCA

By:	/s/ Jeff Pavlik
	Name:	Jeff Pavlik
	Title:	Vice President


TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

By:	/s/ Ho Young Lee
	Name:	Ho Young Lee
	Title:	Managing Director

Schedule I

Name of Holders and Principal Amount of Notes

EX-10.8 4 d472664dex108.htm SECOND AMENDMENT AND CONSENT DATED JANUARY 18, 2013 Second Amendment and Consent dated January 18, 2013

EXHIBIT 10.8

EXECUTION VERSION

RALCORP HOLDINGS, INC.

SECOND AMENDMENT

DATED AS OF JANUARY 18, 2013

With Respect To

Note Purchase Agreements dated as of May 28, 2009

and

$50,000,000 7.45% Senior Notes, Series 2009A,

due May 28, 2019

$50,000,000 7.60% Senior Notes, Series 2009B,

due May 28, 2021

TABLE OF CONTENTS

(Not a part of this Amendment)


		Page

Section 1.	Amendment		1

Section 2.	Conditions Precedent		2

Section 3.	Representations and Warranties		3

Section 4.	Miscellaneous		4

Schedule I	— Name of Holders and Principal Amount of Notes

Dated as of

January 18, 2013

To each of the holders

listed in Schedule I to

this Second Amendment

Ladies and Gentlemen:

Reference is made to the separate Note Purchase Agreements, each dated as of May 28, 2009 (the “Original Note Purchase Agreements”), by and between Ralcorp Holdings, Inc., a Missouri corporation (the “Company”), and (a) each of the purchasers of the $50,000,000 aggregate principal amount of 7.45% Senior Notes, Series 2009A, due May 28, 2019 (the “Series 2009A Notes”) of the Company issued pursuant thereto; and (b) each of the purchasers of the $50,000,000 aggregate principal amount of 7.60% Senior Notes, Series 2009B, due May 28, 2021 (the “Series 2009B Notes” and together with the Series 2009A Notes, the “Notes”) of the Company issued pursuant thereto, as amended by the First Amendment and Consent to the Note Purchase Agreements, dated as of January 17, 2012 (the “First Amendment”), between the Company and the purchasers of the Notes. The Original Note Purchase Agreements, as amended by the First Amendment, are referred to herein collectively as, the “Note Purchase Agreements”). Capitalized terms used in this Second Amendment (this “Amendment”) without definition shall have the meanings given such terms in the Note Purchase Agreements, as amended hereby.

Section 1. AMENDMENT.

Section 10.4(c) of the Note Purchase Agreements shall be amended and restated as follows:

Section 2. CONDITIONS PRECEDENT.

This Amendment shall not become effective until, and shall become effective when each of the following conditions shall have been satisfied:

(a) This Amendment shall be duly executed by the Company and delivered to the holders.

(b) The Required Holders shall have consented to this Amendment as evidenced by their execution thereof.

(c) The representations and warranties of the Company set forth in Section 3 hereof shall be true and correct in all material respects as of the date of the execution and delivery of this Amendment.

(e) Each holder shall have received such certificates of officers of the Company as it may reasonably request with respect to this Amendment.

(g) The Company shall have paid a fee to each holder of the Notes in an amount equal to 0.05% of the outstanding principal amount of the Notes held by such holder.

(i) Each Subsidiary Guarantor shall have consented to the terms of this Amendment by signing in the appropriate space on the signature page hereof.

(j) Concurrently with the execution and delivery of this Amendment, (i) the Company and the noteholders party thereto shall have entered into the Fourth Amendment to the separate Note Purchase Agreements, each dated as of May 22, 2003,

(ii) the Company, the admnistrative agent and each of the lenders party thereto have entered into the Amendment No. 2 to the Credit Agreement, dated as of May 1, 2012 and (iii) the Company and Deutsche Bank Trust Company Americas, as Trustee, shall have entered into the Fourth Supplemental Indenture to the Indenture dated as of August 4, 2008 and fully executed copies of each of such amendments and supplemental indenture shall have been delivered to the holders of Notes, shall be in form and substance satisfactory to the holders of Notes and shall be in full force and effect as of the date hereof.

Section 3. REPRESENTATIONS AND WARRANTIES.

Each Obligor, as to itself, hereby represents and warrants that as of the date hereof and as of the date of execution and delivery of this Amendment:

(a) Each Obligor is duly incorporated or formed, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation.

(c) After giving effect to this Amendment, there are no Defaults or Events of Default under the Note Purchase Agreements, as amended hereby.

(g) All Obligors signatory to the Note Purchase Agreements and each of the Subsidiary Guarantors are signatories to this Amendment.

(h) Other than this Amendment, there are no other amendments, modifications, supplements or waivers to the Note Purchase Agreements or any other Financing Agreement.

(i) Each Subsidiary which is an obligor or guarantor in respect of any Debt of the Company is a Subsidiary Guarantor in respect of the Notes.

Section 4. MISCELLANEOUS.

Section 4.4. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York.

shall be as effective as delivery of a manually executed counterpart of this Amendment. Delivery of documents required hereunder (including counterpart signature pages to this Amendment) by the Company may be made by delivery to Special Counsel as counsel to the holders.

[Signature Page Follows]

The execution hereof by the holders shall constitute a contract among the Company and the holders for the uses and purposes hereinabove set forth.


RALCORP HOLDINGS, INC.

By:		/s/ Scott Monette

Name:		Scott Monette
Title:		Corporate Vice President and CFO

Each of the undersigned, severally, hereby acknowledges, approves and agrees to the foregoing Amendment and ratifies and confirms each of its obligations under the Subsidiary Guarantee.


BREMNER FOOD GROUP, INC.
NUTCRACKER BRANDS, INC.
LINETTE QUALITY CHOCOLATES, INC.
RH FINANCIAL CORPORATION
THE CARRIAGE HOUSE COMPANIES, INC.
RALCORP FROZEN BAKERY PRODUCTS, INC.
MEDALLION FOODS, INC.
COTTAGE BAKERY, INC.
LOVIN OVEN, LLC
AMERICAN ITALIAN PASTA COMPANY

By:		/s/ Scott Monette

Name:		Scott Monette
Title:		Treasurer


UNUM LIFE INSURANCE COMPANY OF AMERICA
		By Provident Investment Management, LLC
		Its: Agent

By:		/s/ Ben Vance

Name:		Ben Vance
Title:		Managing Director

COLONIAL LIFE & ACCIDENT INSURANCE COMPANY
		By Provident Investment Management, LLC
		Its: Agent

By:		/s/ Ben Vance

Name:		Ben Vance
Title:		Managing Director

PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY
		By Provident Investment Management, LLC
		Its: Agent

By:		/s/ Ben Vance

Name:		Ben Vance
Title:		Managing Director


NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
NATIONWIDE LIFE INSURANCE COMPANY OF AMERICA

By:		/s/ Mary Beth Cadle

Name:		Mary Beth Cadle
Title:		Authorized Signatory


BANKERS LIFE AND CASUALTY COMPANY
WASHINGTON NATIONAL INSURANCE COMPANY
	By:	40\|86 Advisors, Inc. acting as Investment Advisor

		By	/s/ Timothy L. Powell
			Name:	Timothy L. Powell
			Title:	Vice President


SYMETRA LIFE INSURANCE COMPANY, a Washington corporation

	By:	Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory

		By	/s/ Clint Woods

			Name: Clint Woods
			Title: Assistant General Counsel

		By	/s/ James C. Fifield

			Name: James C. Fifield
			Title: Assistant General Counsel


VANTIS LIFE INSURANCE COMPANY

	By:	Advantus Capital Management, Inc.

		By	/s/ Drew R. Smith
			Name: Drew R. Smith
			Title: Vice President


STATE OF WISCONSIN INVESTMENT BOARD

By:	/s/ Christopher P. Prestigiacomo
	Name:	Christopher P. Prestigiacomo
	Title:	Portfolio Manager


1ST FARM CREDIT SERVICES, PCA

By:		/s/ Corey J. Waldinger

Name:		Corey J. Waldinger
Title:		Vice President, Capital Markets Group


CONNECTICUT GENERAL LIFE INSURANCE COMPANY

	By:	Cigna Investments, Inc. (authorized agent)

		By	/s/ Deborah B. Wiacek
			Name: Deborah B. Wiacek
			Title: Senior Managing Director


ASSURITY LIFE INSURANCE COMPANY

By:		/s/ Victor Weber

		Name: Victor Weber
		Title: Senior Director—Investments


UNITED FCS, PCA, D/B/A FCS COMMERCIAL FINANCE GROUP

By:		/s/ Daniel J. Best

Name:		Daniel J. Best
Title:		Vice President


AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY

By:		/s/ Jeffrey A. Fossell

Name:		Jeffrey A. Fossell
Title:		Authorized Signatory

Schedule I

Name of Holders and Principal Amount of Notes

EX-10.11 5 d472664dex1011.htm AMENDMENT NO. 2 TO CREDIT AGREEMENT, DATED JANUARY 18, 2013 Amendment No. 2 to Credit Agreement, dated January 18, 2013

Exhibit 10.11

EXECUTION VERSION

AMENDMENT NO. 2 TO CREDIT AGREEMENT

This Amendment No. 2 to Credit Agreement (this “Amendment”) is entered into as of January 18, 2013 by and among Ralcorp Holdings, Inc., a Missouri corporation (the “Borrower”), JPMorgan Chase Bank, N.A., individually and as administrative agent (the “Administrative Agent”), and the other financial institutions signatory hereto.

RECITALS

A. The Borrower, the Administrative Agent and the financial institutions party thereto (the “Lenders”) are party to that certain Credit Agreement dated as of May 1, 2012, as amended (the “Credit Agreement”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the Credit Agreement.

B. The Borrower, the Administrative Agent and the undersigned Lenders wish to amend the Credit Agreement on the terms and conditions set forth below.

Now, therefore, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows:

1. Amendments to Credit Agreement. Upon the Effective Date (as defined below), the Credit Agreement shall be amended as follows:

(a) The definition of “EBIT”, notwithstanding any changes proposed but never effected pursuant to that certain Amendment No. 1 to Credit Agreement dated as of November 27, 2012 among the Borrower, the Administrative Agent, and the Lenders party thereto, shall continue to read as follows:

“EBIT” means, for any applicable computation period, the Borrower’s and Subsidiaries’ Net Income on a consolidated basis, plus (a) consolidated federal, state, local and foreign income and franchise taxes paid or accrued during such period and (b) Consolidated Interest Expense for such period, minus (or plus) equity earnings (or losses) during such period attributable to equity investments by the Borrower and its Subsidiaries in the capital stock or other equity interests in any Person which is not a Subsidiary.

(b) Section 6.17(b) is amended in its entirety to read as follows:

(b) Interest Expense Coverage Ratio. As of the end of each Fiscal Quarter, maintain an Interest Expense Coverage Ratio of not less than 2.75:1.00; provided however, solely with respect to the Fiscal Quarter ending on December 31, 2012, the Borrower may maintain an Interest Expense Coverage Ratio of less than 2.75 to 1.00 (but in no event less than 2.50 to 1.00).

2. Representations and Warranties of the Borrower. The Borrower represents and warrants that:

(a) The execution and delivery by the Borrower of this Amendment and the performance of its obligations hereunder have been duly authorized by proper corporate proceedings and this Amendment constitutes a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as the enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity;

(b) Each of the representations and warranties contained in the Credit Agreement (treating this Amendment as a Loan Document for purposes thereof) is true and correct in all material respects on and as of the date hereof as if made on the date hereof; and

3. Effectiveness.

(a) This Amendment shall become effective on the date (the “Effective Date”) of execution and delivery hereof by the Borrower, the Administrative Agent and the Required Lenders (without respect to whether it has been executed and delivered by all the Lenders); provided that Section 1 hereof shall not become effective until the date when the following additional conditions have also been satisfied:

(i) Each of the Guarantors shall have executed and delivered to the Administrative Agent a Reaffirmation of Guaranty in the form of Exhibit A hereto.

(ii) The Borrower shall have delivered to the Administrative Agent amendments to the Borrower’s private placement Indebtedness implementing adjustments thereto consistent with the adjustments contemplated by Section 1(b) hereof, in form and substance satisfactory to the Administrative Agent.

(iii) The Borrower shall have provided such other corporate and other certificates, opinions, documents, instruments and agreements as the Administrative Agent may reasonably request.

4. Reference to and Effect Upon the Credit Agreement.

(a) Except as specifically amended above, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any Loan Document, nor constitute a waiver of any provision of the Credit Agreement or any Loan Document. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby.

5. Costs and Expenses. The Borrower hereby affirms its obligation under Section 9.03 of the Credit Agreement to reimburse the Administrative Agent for all reasonable out-of-pocket expenses incurred by the Administrative Agent and its affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the preparation and administration of this Amendment.

6. Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York.

7. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

8. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed signature page of this Amendment by facsimile transmission or be electronic mail shall be effective as delivery of manually executed counterpart hereof.

[signature pages follow]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.


RALCORP HOLDINGS, INC.		JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent

By:	/s/ Scott Monette	By:	/s/ Brendan Korb
Name:	Scott Monette	Name:	Brendan Korb
Title:	Corporate Vice President and Chief Financial Officer	Title:	Vice President


SUNTRUST BANK

By:		/s/ Tesha Winslow
Name:		Tesha Winslow
Title:		Vice President