Second Amendment and Consent dated January 18, 2013



 EXHIBIT 10.8 

EXECUTION VERSION 
 RALCORP HOLDINGS, INC. 

SECOND AMENDMENT 
 DATED AS OF JANUARY 18, 2013 
 With Respect To 
 Note Purchase Agreements dated as of May 28, 2009

 and 

$50,000,000 7.45% Senior Notes, Series 2009A, 
 due May 28, 2019 
 $50,000,000 7.60% Senior Notes, Series 2009B, 

due May 28, 2021 







 TABLE OF CONTENTS

 (Not a part of this Amendment) 
  

							
	 	  	 	  	Page	 
			
	 Section 1.
	  	Amendment	  	 	1	  
			
	 Section 2.
	  	Conditions Precedent	  	 	2	  
			
	 Section 3.
	  	Representations and Warranties	  	 	3	  
			
	 Section 4.
	  	Miscellaneous	  	 	4	  
		
	 Schedule I
	  	— Name of Holders and Principal Amount of Notes	  








 Dated as of 
 January 18, 2013 
 To each of the holders 

listed in Schedule I to 
 this Second
Amendment 
 Ladies and Gentlemen: 
 Reference is made to the separate Note Purchase Agreements, each dated as of May 28, 2009 (the “Original Note Purchase Agreements”), by and between Ralcorp Holdings, Inc., a Missouri
corporation (the “Company”), and (a) each of the purchasers of the $50,000,000 aggregate principal amount of 7.45% Senior Notes, Series 2009A, due May 28, 2019 (the “Series 2009A Notes”) of the Company
issued pursuant thereto; and (b) each of the purchasers of the $50,000,000 aggregate principal amount of 7.60% Senior Notes, Series 2009B, due May 28, 2021 (the “Series 2009B Notes” and together with the Series 2009A
Notes, the “Notes”) of the Company issued pursuant thereto, as amended by the First Amendment and Consent to the Note Purchase Agreements, dated as of January 17, 2012 (the “First Amendment”), between the
Company and the purchasers of the Notes. The Original Note Purchase Agreements, as amended by the First Amendment, are referred to herein collectively as, the “Note Purchase Agreements”). Capitalized terms used in this Second
Amendment (this “Amendment”) without definition shall have the meanings given such terms in the Note Purchase Agreements, as amended hereby. 
 For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company requests your consent to the amendment of the Interest Expense Coverage Ratio covenant in
Section 10.4(c) of the Note Purchase Agreements as hereinafter provided. 
 Upon your acceptance hereof in the manner
hereinafter provided and upon satisfaction of all conditions to the effectiveness hereof and receipt by the Company of similar acceptances from the Required Holders, this Amendment shall be effective, but only in the respects hereinafter set forth:

 Section 1. AMENDMENT. 
 Section 10.4(c) of the Note Purchase Agreements shall be amended and restated as follows: 
 “(c) Interest Expense Coverage Ratio. As of the end of each period of four fiscal quarters of the Company ending after the date hereof, the Company on a consolidated basis with its
Subsidiaries shall maintain an Interest Expense Coverage Ratio of not less than 2.75 to 1.00, provided however, solely with respect to the period of four fiscal quarters of the Company ending on December 31, 2012, the Company on a
consolidated basis with its Subsidiaries may maintain an Interest Expense Coverage Ratio of less than 2.75 to 1.00 (but in no event less than 2.50 to 1.00).” 







 Section 2. CONDITIONS PRECEDENT. 

This Amendment shall not become effective until, and shall become effective when each of the following conditions shall have been
satisfied: 
 (a) This Amendment shall be duly executed by the Company and delivered to the holders. 

(b) The Required Holders shall have consented to this Amendment as evidenced by their execution thereof. 

(c) The representations and warranties of the Company set forth in Section 3 hereof shall be true and correct in all
material respects as of the date of the execution and delivery of this Amendment. 
 (d) All corporate and other
proceedings in connection with the transactions contemplated by this Amendment and all documents and instruments incident to such transactions shall be satisfactory in all material respects to you and your special counsel, and you and your special
counsel shall have received all such counterpart originals or certified or other copies of such documents as you or they may reasonably request. 
 (e) Each holder shall have received such certificates of officers of the Company as it may reasonably request with respect to this Amendment. 

(f) Any consents or approvals from any holder or holders of any outstanding security or indebtedness of the Company and
any amendments of agreements pursuant to which any securities or indebtedness may have been issued which shall be necessary to permit the consummation of the transactions contemplated hereby shall have been obtained and all such consents or
amendments shall be reasonably satisfactory in form and substance to the holders and their special counsel. 

(g) The Company shall have paid a fee to each holder of the Notes in an amount equal to 0.05% of the outstanding principal
amount of the Notes held by such holder. 
 (h) The Company shall have paid the reasonable fees and disbursements
of the holders’ special counsel, Chapman and Cutler LLP (“Special Counsel”), incurred in connection with the negotiation, preparation, execution and delivery of this Amendment and the transactions contemplated hereby which fees
and disbursements are reflected in the statement of such special counsel delivered to the Company at the time of the execution and delivery of this Amendment. 
 (i) Each Subsidiary Guarantor shall have consented to the terms of this Amendment by signing in the appropriate space on the signature page hereof. 

(j) Concurrently with the execution and delivery of this Amendment, (i) the Company and the noteholders party thereto
shall have entered into the Fourth Amendment to the separate Note Purchase Agreements, each dated as of May 22, 2003, 

  
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(ii) the Company, the admnistrative agent and each of the lenders party thereto have entered into the Amendment No. 2 to the Credit Agreement, dated as of May 1, 2012 and (iii) the
Company and Deutsche Bank Trust Company Americas, as Trustee, shall have entered into the Fourth Supplemental Indenture to the Indenture dated as of August 4, 2008 and fully executed copies of each of such amendments and supplemental indenture
shall have been delivered to the holders of Notes, shall be in form and substance satisfactory to the holders of Notes and shall be in full force and effect as of the date hereof. 
 Section 3. REPRESENTATIONS AND WARRANTIES. 
 Each Obligor, as to itself, hereby represents and warrants that as of the date hereof and as of the date of execution and delivery of this Amendment: 

(a) Each Obligor is duly incorporated or formed, validly existing and in good standing under the laws of its jurisdiction
of incorporation or formation. 
 (b) This Amendment, the Note Purchase Agreements and the transactions
contemplated hereby are within the organizational power of such Obligor, have been duly authorized by all necessary organizational action on the part of such Obligor, and this Amendment and (in the case of the Company only) the Note Purchase
Agreements, after giving effect to this Amendment, have been duly executed and delivered by such Obligor and constitute legal, valid and binding obligations of such Obligor enforceable against such Obligor in accordance with their respective terms,
except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability. 

(c) After giving effect to this Amendment, there are no Defaults or Events of Default under the Note Purchase Agreements,
as amended hereby. 
 (d) After giving effect to this Amendment, each of the representations and warranties
contained in the Note Purchase Agreements, as amended hereby, is true and correct in all material respects on and as of the date hereof as if made on the date hereof. 

(e) The execution, delivery and performance of this Amendment and (in the case of the Company only) the Note Purchase
Agreements, after giving effect to this Amendment, by such Obligor does not and will not result in a violation of or default under (i) the articles of incorporation, certificate of formation, bylaws, operating agreement or other similar charter
document of such Obligor, (ii) any material agreement to which such Obligor is a party or by which it is bound or to which such Obligor or any of its properties is subject, (iii) any order, writ, injunction or decree binding on such
Obligor, or (iv) any statute, regulation, rule or other law applicable to such Obligor, except for any such violation or default that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


  
 3 








 (f) No consent, approval or authorization of, or registration, filing or
declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by such Obligor of this Amendment and (in the case of the Company only) the Note Purchase Agreements, after giving effect to this
Amendment, except (i) as have been obtained or made and (ii) for such Amendments, approvals, authorizations, registrations, filings or declarations as may be required under applicable securities laws or stock exchange rules. 

(g) All Obligors signatory to the Note Purchase Agreements and each of the Subsidiary Guarantors are signatories to this
Amendment. 
 (h) Other than this Amendment, there are no other amendments, modifications, supplements or waivers
to the Note Purchase Agreements or any other Financing Agreement. 
 (i) Each Subsidiary which is an obligor or
guarantor in respect of any Debt of the Company is a Subsidiary Guarantor in respect of the Notes. 
 Section 4.
MISCELLANEOUS. 
 Section 4.1. All terms and provisions of the Note Purchase Agreements, after giving
effect to this Amendment, and related agreements and instruments are hereby ratified, confirmed and approved in all respects. 

Section 4.2. Each Subsidiary Guarantor, for itself as a guarantor under the Subsidiary Guarantee, consents to the terms of
this Amendment (including, specifically, but without limitation, Section 1 hereof) and reaffirms, ratifies and confirms (a) in all respects each and every obligation and covenant made by it in the Subsidiary Guarantee and (b) that the
Subsidiary Guarantee remains the legal, valid and binding obligation of such Subsidiary Guarantor enforceable against such Subsidiary Guarantor in accordance with its terms. 
 Section 4.3. Each reference in the Note Purchase Agreements to “this Agreement,” “hereunder,” “hereof,” or words of similar import in instruments or documents
provided for in the Note Purchase Agreements or delivered or to be delivered thereunder or in connection therewith, shall, except where the context otherwise requires, be deemed a reference to the Note Purchase Agreement, after giving effect to this
Amendment. 
 Section 4.4. This Amendment shall be governed by and construed in accordance with the internal laws of
the State of New York. 
 Section 4.5. This Amendment and all covenants herein contained shall be binding upon and
inure to the benefit of the respective successors and assigns of the parties hereunder. All representations, warranties and covenants made by the Company herein shall survive the closing and the delivery of this Amendment. 

Section 4.6. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original
and all of which, taken together, shall constitute but one and the same Amendment. Delivery of an executed counterpart of this Amendment by facsimile 

  
 4 








 
shall be as effective as delivery of a manually executed counterpart of this Amendment. Delivery of documents required hereunder (including counterpart signature pages to this Amendment) by the
Company may be made by delivery to Special Counsel as counsel to the holders. 
 [Signature Page Follows] 

  
 5 








 The execution hereof by the holders shall constitute a contract among the Company and the
holders for the uses and purposes hereinabove set forth. 
  

			
	RALCORP HOLDINGS, INC.
		
	By:	 	/s/ Scott Monette
		 	  

	Name:	 	Scott Monette
	Title:	 	Corporate Vice President and CFO


 Each of the undersigned, severally, hereby acknowledges, approves and agrees to the foregoing Amendment and
ratifies and confirms each of its obligations under the Subsidiary Guarantee. 
  

			
	BREMNER FOOD GROUP, INC.
	NUTCRACKER BRANDS, INC.
	LINETTE QUALITY CHOCOLATES, INC.
	RH FINANCIAL CORPORATION
	THE CARRIAGE HOUSE COMPANIES, INC.
	RALCORP FROZEN BAKERY PRODUCTS, INC.
	MEDALLION FOODS, INC.
	COTTAGE BAKERY, INC.
	LOVIN OVEN, LLC
	AMERICAN ITALIAN PASTA COMPANY
		
	By:	 	/s/ Scott Monette
		 	  

	Name:	 	Scott Monette
	Title:	 	Treasurer









 This foregoing Amendment is hereby accepted and agreed to as of the date aforesaid. The
execution by each holder listed below shall constitute its respective several and not joint confirmation that it is the owner and holder of the Notes set opposite its name on Schedule I hereto. 

 

			
	UNUM LIFE INSURANCE COMPANY OF AMERICA
		 	By Provident Investment Management, LLC
		 	Its: Agent
		
	By:	 	/s/ Ben Vance
		 	  

	Name:	 	Ben Vance
	Title:	 	Managing Director
	
	COLONIAL LIFE & ACCIDENT INSURANCE COMPANY
		 	By Provident Investment Management, LLC
		 	Its: Agent
		
	By:	 	/s/ Ben Vance
		 	  

	Name:	 	Ben Vance
	Title:	 	Managing Director
	
	PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY
		 	By Provident Investment Management, LLC
		 	Its: Agent
		
	By:	 	/s/ Ben Vance
		 	  

	Name:	 	Ben Vance
	Title:	 	Managing Director









 
			
	NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
	NATIONWIDE LIFE INSURANCE COMPANY OF AMERICA
		
	By:	 	/s/ Mary Beth Cadle
		 	  

	Name:	 	Mary Beth Cadle
	Title:	 	Authorized Signatory









 
									
	BANKERS LIFE AND CASUALTY COMPANY
	WASHINGTON NATIONAL INSURANCE COMPANY
		 	By:	 	40|86 Advisors, Inc. acting as Investment Advisor
				
		 		 	By	 	/s/ Timothy L. Powell
		 		 		 	Name:	 	Timothy L. Powell
		 		 		 	Title:	 	Vice President









 
							
	SYMETRA LIFE INSURANCE COMPANY, a Washington corporation
			
		 	By:	 	Principal Global Investors, LLC, a Delaware limited liability company, its authorized signatory
				
		 		 	By	 	/s/ Clint Woods
		 		 		 	  

		 		 		 	Name: Clint Woods
		 		 		 	Title: Assistant General Counsel
				
		 		 	By	 	/s/ James C. Fifield
		 		 		 	  

		 		 		 	Name: James C. Fifield
		 		 		 	Title: Assistant General Counsel









 
							
	VANTIS LIFE INSURANCE COMPANY
			
		 	By:	 	Advantus Capital Management, Inc.
				
		 		 	By	 	/s/ Drew R. Smith
		 		 		 	Name: Drew R. Smith
		 		 		 	Title: Vice President









 
					
	STATE OF WISCONSIN INVESTMENT BOARD
		
	By:	 	/s/ Christopher P. Prestigiacomo
		 	Name:	 	Christopher P. Prestigiacomo
		 	Title:	 	Portfolio Manager









 
			
	1ST FARM CREDIT SERVICES, PCA
		
	By:	 	/s/ Corey J. Waldinger
		 	  

	Name:	 	Corey J. Waldinger
	Title:	 	Vice President, Capital Markets Group









 
									
	CONNECTICUT GENERAL LIFE INSURANCE COMPANY
			
		 	By:	 	Cigna Investments, Inc. (authorized agent)
				
		 		 	By	 	/s/ Deborah B. Wiacek
		 		 		 	Name: Deborah B. Wiacek
		 		 		 	Title: Senior Managing Director









 
			
	ASSURITY LIFE INSURANCE COMPANY
		
	By:	 	/s/ Victor Weber
		 	  

		 	Name: Victor Weber
		 	Title:   Senior Director—Investments









 
			
	UNITED FCS, PCA, D/B/A FCS COMMERCIAL FINANCE
GROUP
		
	By:	 	/s/ Daniel J. Best
		 	  

	Name:	 	Daniel J. Best
	Title:	 	Vice President









 
			
	AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
		
	By:	 	/s/ Jeffrey A. Fossell
		 	  

	Name:	 	Jeffrey A. Fossell
	Title:	 	Authorized Signatory









 Schedule I 
 Name of Holders and Principal Amount of Notes