0001068800-05-000762 Sample Contracts

Contract
Stock Appreciation Rights Agreement • December 14th, 2005 • Ralcorp Holdings Inc /Mo • Grain mill products • Missouri
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AMENDMENT NO. 5 TO RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • December 14th, 2005 • Ralcorp Holdings Inc /Mo • Grain mill products • Illinois

THIS AMENDMENT NO. 5 TO RECEIVABLES PURCHASE AGREEMENT, dated as of October 20, 2005 (this “Amendment”), is by and among Ralcorp Holdings, Inc., a Missouri corporation, as Master Servicer (the “Master Servicer”), Ralcorp Receivables Corporation, a Nevada corporation (together with the Master Servicer, the “Seller Parties”), Falcon Asset Securitization Corporation, a Delaware corporation (“Conduit”) and JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA (Main Office Chicago), individually and as agent (in such capacity, the “Agent”), and pertains to the Receivables Purchase Agreement dated as of September 25, 2001 by and among the parties hereto, as heretofore amended (the “Existing Agreement”). Unless defined elsewhere herein, capitalized terms used in this Amendment shall have the meanings assigned to such terms in the Existing Agreement.

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