Ralcorp Holdings, Inc. and The Northwestern Mutual Life Insurance Company Teachers Insurance and Annuity Association of America Allstate Life Insurance Company Allstate Insurance Company The Equitable Life Assurance Society of the United States...

Exhibit 10.5

Ralcorp Holdings, Inc.

and

The Northwestern Mutual Life Insurance Company
Teachers Insurance and Annuity Association of America
Allstate Life Insurance Company
Allstate Insurance Company
The Equitable Life Assurance Society of the United States
Nationwide Life Insurance Company
Phoenix Life Insurance Company
MONY Life Insurance Company of America

Second Supplement to Note Purchase Agreements

Dated as of December 22, 2003

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

Due December 22, 2013

1614442.03.01 1584341

Ralcorp Holdings, Inc.

000 Xxxxxx Xxxxxx
Xxxxx 0000
Xx. Xxxxx, XX 00000

Dated as of 

December 22, 2003 

To the Series C Purchasers named in

Schedule A hereto

Ladies and Gentlemen:

This Second Supplement to Note Purchase Agreements (the or this “Second Supplement” ) is among Ralcorp Holdings, Inc., a Missouri corporation (the “Company” ) and the institutional investors named on Schedule A attached hereto (the “Series C Purchasers” ). 

Reference is hereby made to the Note Purchase Agreements dated as of May 22, 2003 (as amended and supplemented, 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 Second Supplement. 

The Company hereby agrees with the Series C Purchasers as follows: 

1. The Company has authorized the issue and sale of $50,000,000 aggregate principal amount of the 5.43% Series C Senior Notes due December 22, 2013 (the “Series C Notes” ). The Series C 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% Series B Senior Notes 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 $75,000,000 aggregate principal amount of 4.76% Series D Senior Notes due December 22, 2013 (the “Series D Notes” ) issued pursuant to the Third Supplement to Note Purchase Agreements dated as of December 22, 2003, (the “Third 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 C 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 C 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 C Purchaser, and each Series C Purchaser agrees to purchase from the Company, Series C Notes in the principal amount set forth opposite such Series C 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 C Notes to be purchased by each Series C 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 December 22, 2003 or on such other Business Day thereafter on or prior to December 30, 2003 as may be agreed upon by the Company and the Series C Purchasers. At the Closing the Company will deliver to each Series C Purchaser the Series C Notes to be purchased by such Series C Purchaser in the form of a single Series C Note (or such greater number of Series C Notes in denominations of at least $100,000 as such Series C Purchaser may request) dated the date of the Closing and registered in such Series C Purchaser’s name (or in the name of such Series C Purchaser’s nominee), against delivery by such Series C 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 Bank One, N.A. in Chicago, Illinois, ABA #000000000. If, at the Closing, the Company shall fail to tender such Series C Notes to any Series C 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 C Purchaser’s satisfaction, such Series C Purchaser shall, at such Series C Purchaser’s election, be relieved of all further obligations under this Second Supplement, without thereby waiving any rights such Series C Purchaser may have by reason of such failure or such nonfulfillment.

4. The obligation of each Series C Purchaser to purchase and pay for the Series C Notes to be sold to such Series C Purchaser at the Closing is subject to the fulfillment to such Series C 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 C Notes to be purchased at the Closing, and to the following additional conditions:

(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 C 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 C Purchaser, and each Series C Purchaser shall purchase, the Series C Notes to be purchased by such Series C Purchaser at the Closing as specified in Schedule A (ii) the Company shall sell to each purchaser and each purchaser shall purchase the Series B Notes at the Closing and as specified in Schedule A to the First Supplement and (iii) the Company shall sell to each purchaser and each purchaser shall purchase the Series D Notes at the Closing and as specified in Schedule A to the Third Supplement. 

5. No Required Prepayments . Subject to the provisions of Section 8.3 and Section 12 of the Note Purchase Agreements, the Series C Notes shall not be subject to required prepayment prior to the maturity thereof.

6. Optional Prepayments with Make-Whole Amount . The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Series C Notes, in an amount not less than 10% of the aggregate principal amount of the Series C Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Series C Notes written notice of each optional prepayment under this Section 6 of this Second Supplement not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of the Series C Notes to be prepaid on such date, the principal amount of each Series C Note held by such holder to be prepaid (determined in accordance with Section 7 of this Second Supplement), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Series C Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

7. Allocation of Partial Prepayments for Series C Notes . In the case of each partial prepayment of the Series C Notes pursuant to Section 6 of this Second Supplement, the principal amount of the Series C Notes to be prepaid shall be allocated among all of the Series C 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 C Notes . In the case of each prepayment of Series C Notes pursuant to Section 6 of this Second Supplement and Section 8.3 of the Note Purchase Agreements, the principal amount of each Series C 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 with respect to any prepayment under Section 6 of this Second Supplement the applicable Make-Whole Amount, 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 Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Series C Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Series C Note shall be issued in lieu of any prepaid principal amount of any Series C Note.

9. Purchase of Series C 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 C Notes except upon the payment or prepayment of the Series C Notes in accordance with the terms of this Second Supplement, Section 8.3 of the Note Purchase Agreements and the Series C Notes. The Company will promptly cancel all Series C Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Series C Notes pursuant to any provision of this Agreement and no Series C Notes may be issued in substitution or exchange for any such Series C Notes.

10. Make-Whole Amount for Series C Notes . The term “Make-Whole Amount” means, with respect to any Series C Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Series C Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

“Called Principal” means, with respect to any Series C Note, the principal of such Series C Note that is to be prepaid pursuant to Section 6 of this Second Supplement or has become or is declared to be immediately due and payable pursuant to Section 12.1 of the Note Purchase Agreements, as the context requires. 

“Discounted Value” means, with respect to the Called Principal of any Series C Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Series C Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal. 

“Reinvestment Yield” means, with respect to the Called Principal of any Series C Note, .50% over the yield to maturity implied by (i) the yields reported, as of 10:00 A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” on the Bloomberg Financial Markets (or such other display as may replace Page PX1 on Bloomberg Financial Markets) for actively traded U.S. Treasury securities having a maturity equal to the remaining term of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable, the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the remaining term of such Called Principal as of such Settlement Date. Such implied yield will be determined, if necessary, by (a) converting U.S. Treasury xxxx quotations to bond-equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the actively traded U.S. Treasury security with the maturity closest to and greater than the remaining term and (2) the actively traded U.S. Treasury security with the maturity closest to and less than the remaining term. 

“Remaining Average Life” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment. 

“Remaining Scheduled Payments” means, with respect to the Called Principal of any Series C Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Series C Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 6 of this Second Supplement or Section 12.1 of the Note Purchase Agreements. 

“Settlement Date” means, with respect to the Called Principal of any Series C Note, the date on which such Called Principal is to be prepaid pursuant to Section 6 of this Second Supplement or has become or is declared to be immediately due and payable pursuant to Section 12.1 of the Note Purchase Agreements, as the context requires. 

11. Each Series C 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 C Notes by such Series C Purchaser.

12. The Company and each Series C 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 C Purchaser were an original signatory to the Note Purchase Agreements.

13. Additional Series C 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 C 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). 

(b) The holders of the Series C 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 C Notes becoming due and payable under Section 12.1, whether automatically or by declaration, to pay such holders of the Series C Notes the Make-Whole Amount in respect of the Series C Notes, together with all other amounts required to be paid pursuant to Section 12.1. 

(c) The holders of the Series C 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 C 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 C Notes, interest on any such overdue interest, principal and premium, if any, shall be paid at the overdue rate applicable to the Series C Notes as more fully described at the end of the first paragraph of Exhibit 1 hereto. 

- -


Ralcorp Holdings, Inc. Second Supplement to Note Purchase Agreements

The execution hereof shall constitute a contract between the Company and the Series C Purchasers for the uses and purposes hereinabove set forth, and this Second 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 and
     Treasurer

- -


Ralcorp Holdings, Inc. Second Supplement to Note Purchase Agreements

Accepted as of December 22, 2003 

The Northwestern Mutual Life Insurance Company 

By  /s/ Xxxxxxx X. Xxxxxxx 

Name: Xxxxxxx X. Xxxxxxx 

Its Authorized Representative 

- -


Ralcorp Holdings, Inc. Second Supplement to Note Purchase Agreements

Accepted as of December 22, 2003 

Teachers Insurance and Annuity Association of America 

By  /s/ Xxxxxx X. XxXxxxx 

Name: Xxxxxx X. XxXxxxx 

Title:   Associate Director 

- -


Ralcorp Holdings, Inc. Second Supplement to Note Purchase Agreements

Accepted as of December 22, 2003 

Allstate Life Insurance Company 

By   /s/ Xxxxxx X. Xxxxxx 

Name:  Xxxxxx X. Xxxxxx 

By   /s/ Xxxxxx X. Xxxxxxx 

Name:  Xxxxxx X. Xxxxxxx 

Authorized Signatories 

- -


Ralcorp Holdings, Inc. Second Supplement to Note Purchase Agreements

Accepted as of December 22, 2003 

Allstate Insurance Company 

By    /s/ Xxxxxx X. Xxxxxx 

Name:   Xxxxxx X. Xxxxxx 

By    /s/ Xxxxxx X. Xxxxxxx 

Name:   Xxxxxx X. Xxxxxxx 

Authorized Signatories 

- -


Ralcorp Holdings, Inc. Second Supplement to Note Purchase Agreements

Accepted as of December 22, 2003 

The Equitable Life Assurance Society of the United States 

By   /s/ Xxxx Xxxxxxxxxxx 

Name:  Xxxx Xxxxxxxxxxx 

Title:     Investment Officer 

- -


Ralcorp Holdings, Inc. Second Supplement to Note Purchase Agreements

Accepted as of December 22, 2003 

Nationwide Life Insurance Company 

By   /s/ Xxxxxx X. Xxxxx 

Name:  Xxxxxx X. Xxxxx 

Title:    Authorized Signatory 

- -


Ralcorp Holdings, Inc. Second Supplement to Note Purchase Agreements

Accepted as of December 22, 2003 

Phoenix Life Insurance Company 

By    /s/ Xxxxxxxxxxx X. Xxxxxx 

Name:   Xxxxxxxxxxx X. Xxxxxx 

Title:      Senior Vice President 

             Corporate Portfolio Management 

- -


Ralcorp Holdings, Inc. Second Supplement to Note Purchase Agreements

Accepted as of December 22, 2003

MONY Life Insurance Company of America 

By: MONY Capital Management, Inc., as Authorized Agent 

By     /s/ Xxxxxxx X. Xxxxxxx 

Name:    Xxxxxxx X. Xxxxxxx 

Title:       President and Chief Executive Officer 

- -


Ralcorp Holdings, Inc. Second Supplement to Note Purchase Agreements

Each of the undersigned ratifies and confirms as of the date hereof its obligations under the Subsidiary Guarantee made as of May 22, 2003. 

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. 

The Xxxxxxx & Xxxxxxxxx Company, LLC 

By    /s/ X. Xxxxxxx 

Name:   X. Xxxxxxx 

Title:     Treasurer 




Ralcorp Holdings, Inc.Second Supplement to Note Purchase Agreements

Information Relating to Series C Purchasers

Principal Amount

Name and Address of Series C Notes

to be Purchased to be Purchased

The Northwestern Mutual Life

Insurance Company

000 Xxxx Xxxxxxxxx Xxxxxx

Xxxxxxxxx, Xxxxxxxxx 00000

Attention: Securities Department

Fax Number: (000) 000-0000

$17,000,000

Payments

All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as “Ralcorp Holdings, Inc., 5.43% Series C Senior Notes due December 22, 2013, PPN 751028 A# 8 , principal, premium or interest”) to:

Deutsche Bank Trust Company Americas 

00 Xxxx Xxxxxx 

Insurance Xxxx, 0xx Xxxxx 

Xxx Xxxx, Xxx Xxxx 00000 

ABA #0000-0000-0 

for the account of: The Northwestern Mutual Life Insurance Company 

Account Number 00-000-000 

Notices

All notices and communications to be addressed as first provided above, except notices with respect to payments and written confirmation of each such payment to be addressed, Attention: Investment Operations, Fax Number: (000) 000-0000.

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. Number: 00-0000000

A-

Principal Amount

Name and Address of Series C Notes

of Series C Purchaser to be Purchased

Teachers Insurance and Annuity

Association of America

000 Xxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Securities Division, Private Placements 

Telecopy No.: (000) 000-0000

$7,000,000

Payments

All payments on or in respect of the Notes shall be made in immediately available funds at the opening of business on the due date by electronic funds transfer, properly identified through the Automated Clearing House System to the following account, and all such payments shall be accompanied by the notices specified in paragraph (2) below:

Chase Manhattan Bank 

ABA #000-000-000 

New York, New York 

For deposit to the account of: Teachers Insurance and Annuity Association of America 

Account Number 000-0-000000 

For further credit to TIAA Account Number: G07040 

Reference: PPN#/Issuer Name/Maturity Date/Interest Rate/Principal and Interest Breakdown 

Notices

Contemporaneous with the above electronic funds transfer, advice setting forth (1) the full name, private placement number and interest rate and maturity date of the Notes; (2) allocation of payment between principal, interest, premium and any special payment; and (3) name and address of Bank (or Trustee) from which wire transfer was sent, shall be delivered, mailed or faxed to:

Teachers Insurance and Annuity Association of America 

000 Xxxxx Xxxxxx 

Xxx Xxxx, Xxx Xxxx 00000 

Attention: Securities Accounting Division 

Phone Number: (000) 000-0000 

Fax Number: (000) 000-0000 

with a copy to : 

Teachers Insurance and Annuity Association of America 

000 Xxxxx Xxxxxx 

Xxx Xxxx, Xxx Xxxx 00000 

Attention: X. XxXxxxx 

Telephone: (000) 000-0000 

Telecopy: (000) 000-0000 

All other notices and communications shall be delivered to the address as first provided above. 

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. Number: 00-0000000

A-

Principal Amount

Name and Address of Series C Notes

of Series C Purchaser to be Purchased

Allstate Life Insurance Company

0000 Xxxxxxx Xxxx, XXX X0X

Xxxxxxxxxx, Xxxxxxxx 00000-0000

Attention: Private Placements Department

Telephone Number: (000) 000-0000

Telecopier Number: (000) 000-0000

$5,000,000

Payments

All payments on or in respect of the Notes to be made by Fedwire transfer of immediately available funds, identifying the name of the Issuer, the Private Placement Number preceded by “DPP” and the payment as principal, interest or premium, in the exact format as follows:

BBK =       Xxxxxx Trust and Savings Bank 

ABA #000000000 

BNF =       Allstate Life Insurance Company 

Collection Account #000-000-0 

ORG =       Ralcorp Holdings, Inc. 

OBI =        DPP - 751028 A# 8 

Payment Due Date (MM/DD/YY) - P ______ (Enter “P” and the amount of principal being remitted, for example, P5000000.00) - I ______ (Enter “I” and the amount of interest being remitted, for example, I225000.00) 

Notices

All notices of scheduled payments and written confirmation of each such payment, to be addressed:

Allstate Insurance Company 

Investment Operations—Private Placements 

0000 Xxxxxxx Xxxx, XXX X0X 

Xxxxxxxxxx, Xxxxxxxx 00000-0000 

Telephone: (000) 000-0000 Private Placements 

                 (000) 000-0000 Bank Loans 

Telecopy:  (000) 000-0000 

All financial reports, compliance certificates and all other written communications, including notice of prepayments to be addressed as first provided above.

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. Number: 00-0000000

A-

Principal Amount

Name and Address of Series C Notes

of Series C Purchaser to be Purchased

Allstate Insurance Company

0000 Xxxxxxx Xxxx, XXX X0X

Xxxxxxxxxx, Xxxxxxxx 00000-0000

Attention: Private Placements Department

Telephone Number: (000) 000-0000

Telecopier Number: (000) 000-0000

$2,000,000

Payments

All payments on or in respect of the Notes to be made by Fedwire transfer of immediately available funds (identifying each payment with name of the Issuer (and the Credit, if any), the Private Placement Number preceded by “DPP” and the payment as principal, interest or premium) in the exact format as follows:

BBK =       Xxxxxx Trust and Savings Bank 

ABA #000000000 

BNF =       Allstate Insurance Company 

Collection Account #000-000-0 

ORG =       Ralcorp Holdings, Inc. 

OBI =        DPP - 751028 A# 8 — 

Payment Due Date (MM/DD/YY) — 

P ______ (enter “P” and the amount of principal being remitted, 

for example, P5000000.00) — 

I ______ (enter “I” and the amount of interest being remitted, 

for example, I225000.00) 

Notices

All notices of scheduled payments and written confirmation of each such payment, to be addressed:

Allstate Insurance Company 

Investment Operations—Private Placements 

0000 Xxxxxxx Xxxx, XXX X0X 

Xxxxxxxxxx, Xxxxxxxx 00000-0000 

Telephone: (000) 000-0000 Private Placements 

                 (000) 000-0000 Bank Loans 

Telecopy:  (000) 000-0000 

All financial reports, compliance certificates and all other written communications, including notice of prepayments to be addressed as first provided above.

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. Number: 00-0000000

A-

Principal Amount

Name and Address of Series C Notes

of Series C Purchaser to be Purchased

The Equitable Life Assurance Society

of the United States

c/o Alliance Capital Management Corporation

1345 Avenue of the Xxxxxxxx, 00xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxx Xxxxxxxxxxx, Senior Vice President of Alliance Capital Management Corporation and an Investment Officer of The Equitable Life Assurance Society of the United States

Telephone: (000) 000-0000

$6,000,000

Payments

XX Xxxxxx Xxxxx Manhattan Bank, N.A. 

1251 Avenue of the Americas 

Xxx Xxxx, Xxx Xxxx 00000 

ABA #021-000021 

Account of: The Equitable Life Assurance Society of the United States 

Account Number: 000-0-000000 

Notices

All notices of payment, on or in respect of the Notes, and written confirmation of each such payment to be addressed:

The Equitable Life Assurance Society of the United States 

c/o Alliance Capital Management Corporation 

0000 0 xx Xxxxxx, 00 xx Xxxxx 

Xxx Xxxx, Xxx Xxxx 00000 

Attention: Xxxxx Xxxxxxx 

Telephone: (000) 000-0000 

All notices and communications other than those in respect to payments to be addressed as first provided above.

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. Number: 00-0000000

A-

Principal Amount

Name and Address of Series C Notes

of Series C Purchaser to be Purchased

Nationwide Life Insurance Company

Xxx Xxxxxxxxxx Xxxxx (0-00-00)

Xxxxxxxx, Xxxx 00000-0000

Attention: Corporate Fixed-Income Securities

$5,000,000

Payments

All notices of payment on or in respect of the Notes and written confirmation of each such payment to:

Wiring Instructions: 

The Bank of New York 

ABA #000-000-000 

BNF: IOC566 

F/A/O Nationwide Life Insurance Company 

Attention: X&X Xxxxxxxxxx 

XXX # 000000 A# 8 

Security Description: 5.43% Series C Senior Notes due December 22, 2013 of Ralcorp Holdings, Inc. 

Notices

All notices of payment on or in respect of the Notes and written confirmation of each such payment to:

Nationwide Life Insurance Company 

x/x Xxx Xxxx xx Xxx Xxxx 

P. O. Xxx 00000 

Xxxxxx, Xxx Xxxxxx 00000 

Attention: P&I Department 

With a copy to: 

Nationwide Life Insurance Company 

Xxx Xxxxxxxxxx Xxxxx (0-00-00) 

Xxxxxxxx, Xxxx 00000-0000 

Attention: Investment Accounting 

All notices and communications other than those in respect to payments to be addressed as first provided above.

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. Number: 00-0000000

A-

Principal Amount

Name and Address of Series C Notes

of Series C Purchaser to be Purchased

Phoenix Life Insurance Company

Xxx Xxxxxxxx Xxx

Xxxxxxxx, Xxxxxxxxxxx 00000

$5,000,000

Payments

All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to:

XX Xxxxxx Xxxxx 

New York, New York 

ABA #021 000 021 

PHL Closed Block 

Account Number: 900 9000 200 

Account Name: Income Processing 

Reference: G05123 , Phoenix Life, PPN= 751028 A# 8 , OBI=Ralcorp Holdings, Inc., RATE=5.43%, DUE=December 22, 2013 (include Company name, principal and interest breakdown and premium, if any) 

Notices

All notices and communications, including notices with respect to payments and written confirmation of each such payment, to be addressed:

Phoenix Investment Partners 

Private Placement Group 

00 Xxxxxxxx Xxxxxx 

Xxxxxxxx, Xxxxxxxxxxx 00000 

Fax Number: (000) 000-0000 

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. Number: 00-0000000

A-

Principal Amount

Name and Address of Series C Notes

of Series C Purchaser to be Purchased

MONY Life Insurance Company of America

c/o MONY Life Insurance Company

0000 Xxxxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: MONY Capital Management, Inc.

Fax Number: (000) 000-0000

$3,000,000

Payments

XX Xxxxxx Chase Manhattan Bank 

ABA #000000000 

for credit to Private Income Processing Account No. 900 9000 200 

for further credit to account G52964; MONY Life of America, 

Attn: Xxxxx Xxxxx 

Notices

All notices of payment on or in respect of the Notes and written confirmation of each such payment to:

If by Registered Mail, Certified Mail or Federal Express: 

XX Xxxxxx Chase Manhattan Bank 

00000 X. Xxxxxx Xxxxxxx 

00xx Xxxxx 

Xxxxxx, Xxxxx 00000-0000 

If by fax to: 

XX Xxxxxx Xxxxx Manhattan Bank 

(000) 000-0000 

With a Second Copy to: 

MONY Life Insurance Company of America 

c/o MONY Life Insurance Company 

0000 Xxxxxxxx 

Xxx Xxxx, Xxx Xxxx 00000 

Attention: Securities Custody Division 

If by fax to: 

(000) 000-0000 

Attention: Securities Custody Division 

All notices and communications other than those in respect to payments to be addressed as first provided above.

Name of Nominee in which Notes are to be issued: J. ROMEO & Co.

MONY Life Insurance Company of America Taxpayer I.D. Number: 00-0000000

Schedule A (to Second Supplement)

Supplemental Representations

The Company represents and warrants to each Series C Purchaser that except as hereinafter set forth in this Exhibit A, each of the representations and warranties set forth in Section 5 of the Note Purchase Agreements is true and correct as of the date hereof with respect to the Series C Notes with the same force and effect as if each reference to “Series A Notes” set forth therein was modified to refer the “Series C Notes” and each reference to “this Agreement” therein was modified to refer to the Note Purchase Agreements as supplemented by this Second Supplement. The Section references hereinafter set forth correspond to the similar sections of the Note Purchase Agreements which are supplemented hereby:

Section 5.3. Disclosure . The Company, through its agent, SPP Capital Partners, LLC, have delivered to each Series C Purchaser a copy of a Confidential Direct Placement Memorandum dated May, 2003, together with the letter of SPP Capital Partners, LLC dated December 1, 2003 (the “Memorandum” ), relating to the transactions contemplated by the Second Supplement. The Note Purchase Agreements, the Memorandum, the documents, certificates or other writings (including, without limitation, the Annual Report on Form 10K of the Company for the Fiscal Year ended 2003) delivered to each Series C Purchaser by or on behalf of the Company in connection with the transactions contemplated by the Note Purchase Agreements and this Second Supplement and the financial statements listed in Schedule 5.5-Second to this Second Supplement, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. Since September 30, 2003, there has been no change in the financial condition, operations, business or properties of the Company or any Subsidiary except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Section 5.4. Organization and Ownership of Shares of Subsidiaries . (a) Schedule 5.4-Second to this Second Supplement contains (except as noted therein) complete and correct lists of the Subsidiaries, and showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary.

Section 5.13. Private Offering by the Company . Neither the Company nor anyone acting on its behalf has offered the Series C Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Series C Purchasers and not more than 41 other Institutional Investors, each of which has been offered the Series C Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act.

Section 5.14. Use of Proceeds; Margin Regulations . The Company will apply the proceeds of the sale of the Series C Notes to refinance existing Debt incurred in connection with the acquisition of Bakery Chef, Inc. and for general corporate purposes. No part of the proceeds from the sale of the Series C Notes pursuant to this Second Supplement will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 222), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Section 5.15. Existing Debt; Future Liens . (a) Schedule 5.15-Second to this Second Supplement sets forth a complete and correct list of all outstanding Debt of the Company and the Subsidiaries as of December 17, 2003, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Debt of the Company or the Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Debt of the Company or such Subsidiary and no event or condition exists with respect to any Debt of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Debt to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Exhibit A (to Second Supplement)

[Form of Series C Note]

Ralcorp Holdings, Inc.

5.43% Senior Note, Series C Due December 22, 2013

No. RC– [_____] [Date]
$[____________] PPN 751028 A# 8

For Value Received , the undersigned, Ralcorp Holdings, Inc. (herein called the “Company” ), a corporation organized and existing under the laws of the State of Missouri, hereby promises to pay to [________________], or registered assigns, the principal sum of [________________] Dollars on December 22, 2013, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of 5.43% per annum from the date hereof, payable semiannually, on the 22nd day of June and December in each year, commencing with the June or December next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Second Supplement referred to below), payable semiannually, as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i)  7.43% or (ii) 2% over the rate of interest publicly announced by Bank One, N.A. from time to time in New York, New York as its “base” or “prime” rate. 

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at Bank One, N.A. or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreements referred to below. 

The payment and performance of this Note is unconditionally guaranteed by the Guarantors pursuant to the Subsidiary Guarantee, as such terms are used in the Note Purchase Agreements (defined below). 

This Note is one of a series of Senior Notes (herein called the “Notes” ) issued pursuant to that certain Second Supplement dated as of December 22, 2003 (as from time to time amended and supplemented, the “Second Supplement” ), to Note Purchase Agreements, dated as of May 22, 2003, between the Company and the respective Series C Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreements (as defined in the Second Supplement) and (ii) to have made the representation set forth in Section 6.2 of the Note Purchase Agreements (as defined in the Second Supplement). 

This Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary. 

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Second Supplement, but not otherwise. 

If an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any Make-Whole Amount, if any) and with the effect provided in the Note Purchase Agreements. 

This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of law of such State that would require the application of the laws of a jurisdiction other than such State. 

Ralcorp Holdings, Inc. 

By ___________________________________ 

                             [Title] 

Exhibit 1 (to Second Supplement)

Organization and Ownership of Subsidiaries

SUBSIDIARIES OF RALCORP HOLDINGS, INC. 

SCHEDULE 5.4 - SECOND 

Company	State of Incorporation

Ralcorp Holdings, Inc.	Missouri

Xxxxxxx, Inc. ⁽¹⁾	Nevada

National Oats Company ⁽¹⁾	Nevada

PL Financial Corporation ⁽¹⁾	Nevada

Xxxxxxx Food Sales, Inc. ⁽¹⁾	Nevada

Ralcorp Receivables Corporation ⁽¹⁾	Nevada

RH Financial Corporation ⁽¹⁾	Nevada

Sugar Kake Cookie Inc. ⁽²⁾	Delaware

Flavor House Products, Inc. ⁽²⁾	Delaware

Nutcracker Brands, Inc. ⁽²⁾	Georgia

The Carriage House Companies, Inc. ⁽²⁾	Delaware

JEN Acquisition Corporation ⁽³⁾	Nevada

T & C Financial Incorporated ⁽³⁾	Nevada

The Xxxxxxx & Xxxxxxxxx Company, LLC ⁽⁴⁾	Delaware

Ripon Foods, Inc. ⁽²⁾	Wisconsin

Heritage Wafers, LLC ⁽⁵⁾	Wisconsin

Value Added Bakery Holding Company ⁽²⁾	Delaware

Bakery Chef, Inc. ⁽⁶⁾	Kentucky

Community Shops, Inc. ⁽⁷⁾	Illinois

The Bun Basket, Inc. ⁽⁷⁾	Michigan

(1) 100% owned by Ralcorp Holdings, Inc.

(2) 100% owned by RH Financial Corporation

(3) 100% owned by The Carriage House Companies, Inc.

(4) 95% owned by JEN Acquisition Corporation and 5% owned by T&C Financial Incorporated

(5) 100% owned by Ripon Foods, Inc.

(6) 100% owned by Value Added Bakery Holding Company

(7) 100% owned by Bakery Chef, Inc.

Schedule 5.4-Second (to Second Supplement)

Financial Statements

Annual Report on Form 10-K for the year ended September 30, 2003. 

Schedule 5.5-Second (to Second Supplement)

Debt

Debt as of 12/17/03:
Lender	Instrument	Maturity	Amount	Rate
Bank One	Master Note	12/18/03	10,000,000.00	1.9350%
Wachovia	Master Note	12/18/03	21,100,000.00	1.7500%
Bank One	Credit Facility	12/19/03	205,000,000.00	1.8750%
Purchasers, Series A	Private Placement	5/22/10	150,000,000.00	2.0200%
IRB Bondholders	Red Wing IRB	4/1/05	5,600,000.00	1.0100%
Creditor	Instrument	Expiration	Outstanding
Penske Truck Leasing Company	Capital Lease	August, 2005	6,677.16
Penske Truck Leasing Company	Capital Lease	July, 2005	25,183.56
GE Capital	Capital Lease	October, 2005	219,570.22
Total Debt as of 12/17/03:			391,951,430.94

Schedule 5.15-Second (to Second Supplement)

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