RALCORP HOLDINGS, INC. SEVENTH SUPPLEMENT TO NOTE PURCHASE AGREEMENTS Dated as of February 22, 2006
Exhibit
99.2
RALCORP
HOLDINGS, INC.
SEVENTH
SUPPLEMENT TO NOTE PURCHASE AGREEMENTS
Dated
as
of February 22, 2006
Re:
$50,000,000
Floating Rate Senior Notes, Series H,
Due
February 22,
2011
Ralcorp
Holdings, Inc.
000
Xxxxxx Xxxxxx
Xxxxx
0000
Xx.
Xxxxx, XX 00000
Dated
as
of
February
22, 2006
To
the
Series H Purchasers named in
Schedule A
hereto
Ladies
and Gentlemen:
This
Seventh Supplement to Note Purchase Agreements (the or this "Seventh
Supplement")
is
among Ralcorp Holdings, Inc., a Missouri corporation (the "Company"),
and
the institutional investors named on Schedule A attached hereto (the
"Series
H Purchasers").
Reference
is hereby made to the Note Purchase Agreements dated as of May 22, 2003 (as
amended by a First Amendment thereto dated as of December 22, 2005 and as may
be
further amended and supplemented from time to time, the "Note
Purchase Agreements"),
among
the Company and the purchasers listed on Schedule A thereto. All
capitalized terms not otherwise defined herein shall have the same meaning
as
specified in the Note Purchase Agreements. Reference is further made to
Section 4.13 of the Note Purchase Agreements which requires that, prior to
the delivery of any Additional Notes, the Company and each Additional Purchaser
shall execute and deliver a Supplement.
The
Company hereby agrees with the Series H Purchasers as follows:
1.
The
Company has authorized the issue and sale of $50,000,000 aggregate principal
amount of the Floating Rate Senior Notes, Series H, due February 22, 2011 (the
"Series
H Notes").
The
Series H Notes, together with the Series A Notes initially issued pursuant
to the Note Purchase Agreements, the $145,000,000 aggregate principal amount
of
4.24% Senior Notes, Series B, due December 22, 2010 (the "Series B
Notes")
issued
pursuant to the First Supplement to Note Purchase Agreements dated as of
December 22, 2003 (the "First
Supplement"),
the
$50,000,000 aggregate principal amount of 5.43% Senior Notes, Series C, due
December 22, 2013 (the "Series C
Notes")
issued
pursuant to the Second Supplement to Note Purchase Agreements dated as of
December 22, 2003 (the "Second
Supplement"),
the
$75,000,000 aggregate principal amount of 4.76% Senior Notes, Series D, due
December 22, 2013 (the "Series
D Notes")
issued
pursuant to the Third Supplement to Note Purchase Agreement dated as of December
22, 2003 (the "Third
Supplement"),
the
$100,000,000 aggregate principal amount of 5.57% Senior Notes, Series E, due
December 21, 2015 (the "Series
E Notes")
issued
pursuant to the Fourth Supplement to Note.
Purchase
Agreements dated as of December 21, 2005 (the "Fourth
Supplement"),
the
$75,000,000 aggregate principal amount of 5.43% Senior Notes, Series F, due
December 21, 2012 (the "Series
F Notes")
issued
pursuant to the Fifth Supplement to Note Purchase Agreements dated as of
December 21, 2005 (the "Fifth
Supplement"),
the
$50,000,000 aggregate principal amount of Floating Rate Senior Notes, Series
G,
due February 22, 2011 (the "Series
G Notes")
issued
pursuant to the Sixth Supplement to Note Purchase Agreements dated as of
February 22, 2006 (the "Sixth
Supplement"),
and
each series of Additional Notes which may from time to time hereafter be issued
pursuant to the provisions of Section 2.2 of the Note Purchase Agreements,
are collectively referred to as the "Notes"
(such
term shall also include any such notes issued in substitution therefor pursuant
to Section 13 of the Note Purchase Agreements). The Series H Notes shall be
substantially in the form set out in Exhibit 1 hereto with such changes
therefrom, if any, as may be approved by the Series H Purchasers and the
Company.
2.
Subject
to the terms and conditions hereof and as set forth in the Note Purchase
Agreements and on the basis of the representations and warranties hereinafter
set forth, the Company agrees to issue and sell to each Series H Purchaser,
and
each Series H Purchaser agrees to purchase from the Company, Series H Notes
in
the principal amount set forth opposite such Series H Purchaser’s name on
Schedule A hereto at a price of 100% of the principal amount thereof on the
closing date hereafter mentioned.
3.
The
sale
and purchase of the Series H Notes to be purchased by each Series H Purchaser
shall occur at the offices of Xxxxxxx and Xxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxx 00000, at 10:00 a.m.
Chicago
time, at a closing (the "Closing")
on
February 22, 2006 or on such other Business Day thereafter on or prior to
February 24, 2006 as may be agreed upon by the Company and the Series H
Purchasers. At the Closing the Company will deliver to each Series H Purchaser
the Series H Notes to be purchased by such Series H Purchaser in the form of
a
single Series H Note (or such greater number of Series H Notes in denominations
of at least $100,000 as such Series H Purchaser may request) dated the date
of
the Closing and registered in such Series H Purchaser’s name (or in the name of
such Series H Purchaser’s nominee), against delivery by such Series H Purchaser
to the Company or its order of immediately available funds in the amount of
the
purchase price therefor by wire transfer of immediately available funds for
the
account of the Company to account number 0000000 and account name Ralcorp
Holdings, Inc. at JPMorgan Chase Bank, N.A. in New York, New York,
ABA #000000000. If, at the Closing, the Company shall fail to tender such
Series H Notes to any Series H Purchaser as provided above in this
Section 3, or any of the conditions specified in Section 4 shall not
have been fulfilled to any Series H Purchaser’s satisfaction, such Series H
Purchaser shall, at such Series H Purchaser’s election, be relieved of all
further obligations under this Seventh Supplement, without thereby waiving
any
rights such Series H Purchaser may have by reason of such failure or such
nonfulfillment.
4.
The
obligation of each Series H Purchaser to purchase and pay for the Series H
Notes
to be sold to such Series H Purchaser at the Closing is subject to the
fulfillment to such Series H Purchaser’s satisfaction, prior to the Closing, of
the conditions set forth in Section 4 of the Note Purchase Agreements with
respect to the Series H Notes to be purchased at the Closing, and to the
following additional conditions:
2
(a)
Except
as
supplemented, amended or superceded by the representations and warranties set
forth in Exhibit A hereto, each of the representations and warranties of
the Company set forth in Section 5 of the Note Purchase Agreements shall be
correct as of the date of Closing and the Company shall have delivered to each
Series H Purchaser an Officer’s Certificate, dated the date of the Closing
certifying that such condition has been fulfilled.
(b)
Contemporaneously
with the Closing, (i) the Company shall sell to each Series H Purchaser,
and each Series H Purchaser shall purchase, the Series H Notes to be purchased
by such Series H Purchaser at the Closing as specified in Schedule A and
(ii) the Company shall sell to each purchaser and each purchaser shall
purchase the Series G Notes to be purchased by such purchaser at the
Closing and as specified in Schedule A to the Sixth Supplement.
5.
Maturity.
As
provided therein, the entire unpaid principal balance of the Series H Notes
shall be due and payable on the stated maturity date thereof.
6.
Optional
Prepayments .
The
Company may, at its option, upon notice as provided below, prepay on any Series
H Interest Payment Date all, or any part of, the Series H Notes, in an amount
not less than 10% of the aggregate principal amount of the Series H Notes then
outstanding in the case of a partial prepayment at a price equal to (i) in
the case of any such prepayment on or prior to February 22, 2007, 101% of the
principal amount so prepaid, together with interest accrued thereon to the
date
of such prepayment and (ii) in the case of any such prepayment on or after
February 23, 2007, 100% of the principal amount so prepaid, together with
interest accrued thereon to the date of such prepayment. The Company will give
each holder of Series H Notes written notice of each optional prepayment under
this Section 6 of this Seventh Supplement not less than 30 days and not
more than 60 days prior to the Series H Interest Payment Date fixed for such
prepayment. Each such notice shall specify such date, the aggregate principal
amount of the Series H Notes to be prepaid on such date, the principal amount
of
each Series H Note held by such holder to be prepaid (determined in accordance
with Section 7 of this Seventh Supplement), and the interest to be paid on
the prepayment date with respect to such principal amount being
prepaid.
7.
Allocation
of Partial Prepayments for Series H Notes.
In the
case of each partial prepayment of the Series H Notes pursuant to Section 6
of
this Seventh Supplement, the principal amount of the Series H Notes to be
prepaid shall be allocated among all of the Series H Notes at the time
outstanding in proportion, as nearly as practicable, to the respective unpaid
principal amounts thereof not theretofore called for prepayment.
8.
Maturity;
Surrender, etc. for Series H Notes.
In the
case of each prepayment of Series H Notes pursuant to Section 6 of this Seventh
Supplement and Section 8.3 of the Note Purchase Agreements, the principal
amount of each Series H Note to be prepaid shall mature and become due and
payable on the date fixed for such prepayment, together with interest on such
principal amount accrued to such date and the applicable premium, if any. From
and after such date, unless the Company shall fail to pay such principal amount
when so due and payable, together with the interest and premium, if any, as
aforesaid, interest on such principal amount shall cease to accrue. Any Series
H
Note paid or prepaid in full shall be surrendered to the Company and cancelled
and shall not be reissued, and no Series H Note shall be issued in lieu of
any
prepaid principal amount of any Series H Note.
3
9.
Purchase
of Series H Notes.
The
Company will not and will not permit any Affiliate to purchase, redeem, prepay
or otherwise acquire, directly or indirectly, any of the outstanding Series
H
Notes except upon the payment or prepayment of the Series H Notes in accordance
with the terms of this Seventh Supplement, Section 8.3 of the Note Purchase
Agreements and the Series H Notes. The Company will promptly cancel all Series
H
Notes acquired by it or any Affiliate pursuant to any payment, prepayment or
purchase of Series H Notes pursuant to any provision of this Agreement and
no
Series H Notes may be issued in substitution or exchange for any such Series
H
Notes.
10.
Interest
Rate With Respect to The Series H Notes.
The
Series H Notes shall bear interest from the date of issue at a floating rate
equal to the Series H Adjusted LIBOR Rate from time to time, payable quarterly
on the 22nd day of each February, May, August and November in each year
(commencing May 22, 2006) and at maturity (each such date being referred to
as a
"Series
H Interest Payment Date")
and to
bear interest on overdue principal (including any overdue required or optional
prepayment of principal) and premium, if any, and (to the extent legally
enforceable) on any overdue installment of interest at the Series H Default
Rate
until paid.
Interest
on the Notes shall be computed for the actual number of days elapsed on the
basis of a year consisting of 360 days.
The
Series H Adjusted LIBOR Rate shall be determined by the Company, and notice
thereof shall be given to the holders of the Series H Notes, together with
such
information as the Required Holders may reasonably request for verification
(including in all events, a facsimile transmission of the relevant screen and
calculations), on the second Business Day preceding each Series H Interest
Period. In the event that the Required Holders do not concur with such
determination by the Company, as evidenced by notice to the Company by the
Required Holders within ten (10) Business Days after receipt by such
holders of the notice delivered by the Company pursuant to the previous
sentence, the determination of Series H Adjusted LIBOR Rate shall be made by
the
Required Holders in accordance with the provisions of this Supplement and the
Note Purchase Agreements, which determination shall be conclusive and binding
absent manifest error.
For
purposes of this Seventh Supplement, the following terms have the following
meanings:
"Series
H Adjusted LIBOR Rate"
shall
mean, for any Series H Interest Period, Series H LIBOR plus
45 basis
points.
"Series
H Default Rate"
means
that rate of interest that is 2.00% per annum plus the Series H Adjusted LIBOR
Rate.
4
"Series
H Interest Payment Date"
shall
have the meaning set forth in this Section 10 of this Seventh Supplement,
provided
that if
a Series H Interest Payment Date shall fall on a day which is not a Business
Day, such Series H Interest Payment Date shall be deemed to be the first
Business Day following such Series H Interest Payment Date.
"Series
H Interest Period"
shall
mean each period commencing on the date of Closing and, thereafter, commencing
on a Series H Interest Payment Date and continuing up to, but not including,
the
next Series H Interest Payment Date.
"Series
H LIBOR"
shall
mean, for any Series H Interest Period, the rate per annum (rounded upwards,
if
necessary, to the next higher one hundred-thousandth of a percentage point)
for
deposits in U.S. Dollars for a 90-day period which appears on the Bloomberg
"BBAM Screen" published by the British Bankers Association or any successor
page
or source thereto, effective as of 11:00 a.m. (London, England time) two (2)
Business Days prior to the beginning of such Series H Interest
Period.
11.
Each
Series H Purchaser, as to itself, represents and warrants that the
representations and warranties set forth in Section 6 of the Note Purchase
Agreements are true and correct on the date hereof with respect to the purchase
of the Series H Notes by such Series H Purchaser, provided,
that in
lieu of the representation and warranty set forth in Section 6.2 of the
Note Purchase Agreements, each Series H Purchaser represents and warrants,
as to
itself, that the Source used by such Series H Purchaser to pay the purchase
price of the Series H Notes to be purchased by it hereunder does not include
assets of (i) an employee benefit plan which is subject to Title I of ERISA,
(ii) a "plan" (as defined in Section 4975 of the Code) which is subject to
Section 4975 of the Code or (iii) an entity whose underlying assets include
plan
assets by reason of any such employee benefit plan’s or plan’s investment in
such entity.
12.
The
Company and each Series H Purchaser agree to be bound by and comply with the
terms and provisions of the Note Purchase Agreements, as supplemented hereby,
as
fully and completely as if such Series H Purchaser were an original signatory
to
the Note Purchase Agreements.
13.
Additional
Series H Provisions.
Pursuant
to the provisions of Section 2.2(ii) and Section 2.2(iii) of the Note
Purchase Agreements:
(a)
In
the
event that the Series A Notes are not outstanding, the "Proposed Prepayment
Date" under Section 8.3(c) for any holder of Series H Notes shall be deemed
to be the first Business Day which is at least 15 days after the date of the
notice of prepayment contemplated by Sections 8.3(a) and 8.3(b),
provided,
however, with respect to the holders of the Series H Notes, if the Proposed
Prepayment Date is not on a Series H Interest Payment Date, then at the option
of any holder of a Series H Note who accepts the prepayment of its Series H
Notes in accordance with subparagraph (d) of Section 8.3 of the Note Purchase
Agreements, such holder may elect to have its Series H Notes prepaid pursuant
to
Section 8.3 of the Note Purchase Agreements on the Series H Interest Payment
Date immediately following the Proposed Prepayment Date, and for the purposes
of
a prepayment of any Series H Notes pursuant to Section 8.3 of the Note Purchase
Agreements, "Proposed Prepayment Date" shall also include such Series H Interest
Payment Date with respect to the holders who have so elected prepayment on
such
date.
5
(b)
The
holders of the Series H Notes (and no other holders) agree to waive payment
of
the amount otherwise required by clause (y) of the penultimate sentence of
the last paragraph of Section 12.1 of the Note Purchase Agreements (but no
other amount) and, in consideration therefor, and in lieu of the amount
otherwise payable under said clause (y), the Company agrees, upon any
Series H Notes becoming due and payable under Section 12.1, whether
automatically or by declaration, on or before February 22, 2007, to pay such
holders of the Series H Notes an amount equal to 1.00% of the aggregate
principal amount of the Series H Notes, together with all other amounts required
to be paid pursuant to Section 12.1.
(c)
The
holders of the Series H Notes (and no other holders) agree to waive payment
of
interest at the Default Rate on overdue interest, principal and premium, if
any,
otherwise required by clause (a) of the first sentence of Section 12.3
of the Note Purchase Agreements in connection with any rescission of
acceleration of the Series H Notes and, in consideration therefor and in lieu
of
the amount otherwise payable at the Default Rate, the Company agrees that as
a
condition precedent to any rescission of acceleration of the Series H Notes,
interest on any such overdue interest, principal and premium, if any, shall
be
paid at the Series H Default Rate.
(d)
The
holders of the Series H Notes (and no other holders) and the Company agree
that,
with respect to the definition of "Business Day" solely as it applies to the
determination of Series H LIBOR under this Seventh Supplement, the term "Series
H LIBOR" shall be substituted for the term "LIBOR" appearing
therein.
14.
Governing
Law.
This
Seventh Supplement shall be governed by and construed in accordance with the
laws of the State of New York, excluding choice-of-law principles of the law
of
such State that would require the application of the laws of a jurisdiction
other than such State.
[Signature
Page Follows]
6
The
execution hereof shall constitute a contract between the Company and the Series
H Purchasers for the uses and purposes hereinabove set forth, and this Seventh
Supplement may be executed in any number of counterparts, each executed
counterpart constituting an original but all together only one
agreement.
Ralcorp
Holdings, Inc.
By
/s/ X. Xxxxxxx
Name: X.
Xxxxxxx
Title:
Corporate Vice President & Treasurer
Accepted
as of the date first written above.
CoBank,
ACB
By
/s/ S. Xxxxxxx Xxxx
Name:
S. Xxxxxxx Xxxx
Title:
Vice President
Each
of
the undersigned ratifies and confirms as of the date hereof its obligations
under the Subsidiary Guarantee dated May 22, 2003, as amended, modified or
supplemented.
Xxxxxxx,
Inc.
Sugar
Kake Cookie Inc. (f/k/a Cascade Cookie Company, Inc.)
Flavor
House Products, Inc.
Nutcracker
Brands, Inc.
RH
Financial Corporation
Ripon
Foods, Inc.
Heritage
Wafers, LLC
The
Carriage House Companies, Inc. (by itself and as successor by merger to The
Xxxxxxx & Xxxxxxxxx Company, LLC)
Bakery
Chef, Inc. (f/k/a Value Added Bakery Holding Company, successor by merger to
Bakery Chef, L.L.C.)
Community
Shops, Inc.
The
Bun
Basket, Inc.
Lofthouse
Bakery Products, Inc.
Medallion
Foods, Inc.
By:
/s/ X. Xxxxxxx
Name:
X. Xxxxxxx
Title:
Treasurer