1
AMENDMENT NO. 1 TO THE
STOCK PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 (this "Amendment") is made as of September 10,
1998 by and among Milnot Holding Corporation, a Delaware corporation
("Buyer"), RH Financial Corporation, a Nevada corporation ("Seller"), and
Ralcorp Holdings, Inc., a Missouri corporation ("Guarantor").
WHEREAS, Buyer, Seller and Guarantor entered into that certain Stock
Purchase Agreement, dated as of July 29, 1998 (the "Original Agreement").
WHEREAS, Buyer, Seller and Guarantor have agreed to amend the
Original Agreement.
NOW, THEREFORE, the parties to this Amendment hereby agree as
follows:
1. The Original Agreement is hereby amended by replacing Section
2.5(f), in its entirety, with the following:
(f) Payment of Adjustment - As soon as practicable, but no later than
---------------------
thirty (30) days after the Closing for the period from July 1, 1998 through
and including July 31, 1998, and no later than forty-five (45) days after the
Closing for the time period from August 1, 1998 through and including the
Closing, Guarantor and Buyer shall jointly determine, as of 11:59 p.m. on July
31, 1998 and as of 11:59 p.m. on the Closing Date (respectively), on an
unaudited basis, the balance of the Company's Cash Ledger Account without
giving effect to the adjustment in Section 12.5. To the extent that the
balance of the Company's Cash Ledger Account so determined as of each such
date exceeds or is less than zero ($0), then in the case of an excess
Guarantor shall remit promptly the amount of such excess to Buyer and in the
case of a deficiency Buyer shall remit promptly the amount of such deficiency
to Guarantor. Any payments to be made under this Section 2.5(f) shall bear
interest at 12% per annum commencing at the end of the respective period
provided above.
2. This Amendment may be executed in counterparts each of which
may contain the signature of only one party but each such counterpart will be
deemed an original and all such counterparts together will constitute one and
the same Amendment.
3. Except as hereinabove specifically provided, the Original
Agreement shall remain in full force and effect in accordance with the terms
and provisions thereof. In the event of any conflict between the terms and
provisions of this Amendment and the terms and provisions of the Original
Agreement, the terms and provisions of this Amendment shall govern.
* * * * *
IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT
as of the date first written above.
MILNOT HOLDING CORPORATION
By: /s/ Xxxxx Xxxxxx
----------------
Name: Xxxxx Xxxxxx
Title: President
RH FINANCIAL CORPORATION
By: /s/ J. R. Xxxxxxxxxx
--------------------
Name: J. R. Xxxxxxxxxx
Title: Chief Executive Officer
RALCORP HOLDINGS, INC. (As Guarantor)
By: /s/ J. R. Xxxxxxxxxx
--------------------
Name: J. R. Xxxxxxxxxx
Title: Chief Executive Officer