0001193125-12-004799 Sample Contracts

AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • January 6th, 2012 • Ralcorp Holdings Inc /Mo • Grain mill products

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of December 31, 2011, is by and among RALCORP RECEIVABLES CORPORATION, a Nevada corporation (the “Seller”), RALCORP HOLDINGS, INC., a Missouri corporation, as master servicer (in such capacity, the “Master Servicer”), the “Conduits” party hereto, the “Committed Purchasers” party hereto, the “Funding Agents” party hereto and JPMORGAN CHASE BANK, N.A., a national banking association, as agent for the Purchasers (in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meaning given to such terms in the Receivables Purchase Agreement (defined below).

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AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT
Receivables Sale Agreement • January 6th, 2012 • Ralcorp Holdings Inc /Mo • Grain mill products • Illinois

AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT, dated as of December 31, 2011 (this “Amendment”) by and among Ralcorp Receivables Corporation, a Nevada corporation (the “Buyer”) and the “Originators” party hereto.

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