RALCORP HOLDINGS, INC. [•]% Notes due 2020 6.625% Notes due 2039 UNDERWRITING AGREEMENTUnderwriting Agreement • July 21st, 2010 • Bloomfield Bakers, a California Limited Partnership • Grain mill products • New York
Ralcorp Holdings, Inc., a Missouri corporation (the “Company”), proposes to issue and sell to the several initial underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”) pursuant to this Underwriting Agreement (this “Agreement”), for whom you are acting as representatives (the “Representatives”), $450,000,000 aggregate principal amount of the Company’s [•]% Notes due 2020 (the “2020 Notes”) and 6.625% Notes due 2039 (the “2039 Notes” and, together with the 2020 Notes, the “Notes”). The Notes will be guaranteed on a senior basis (the “Guarantees” and, together with the Notes, the “Securities”) by each of the guarantors a party to this Agreement (the “Guarantors”), and will in the future be guaranteed by each other future subsidiary of the Company in each case while such Guarantor or other future subsidiary of the Company is a guarantor under the Company’s credit agreement or other indebtedness. The 2039 Notes will
RALCORP HOLDINGS, INC., THE GUARANTORS PARTY HERETO AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE SECOND SUPPLEMENTAL INDENTURE DATED AS OF JULY [ ], 2010 [ ]% NOTES DUE 2020Second Supplemental Indenture • July 21st, 2010 • Bloomfield Bakers, a California Limited Partnership • Grain mill products • New York
SECOND SUPPLEMENTAL INDENTURE dated as of July , 2010 (“Second Supplemental Indenture”) to the Indenture dated as of August 14, 2009 (the “Base Indenture” and as supplemented by the first supplemental indenture and this Second Supplemental Indenture and as supplemented from time to time, the “Indenture”), is by and among RALCORP HOLDINGS, INC., a Missouri corporation (the “Company”), each of the Guarantors a party hereto and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (as defined in the Indenture, the “Trustee”).
