exhibit_10-4.htm


     

     

     

     

     

     

     

     

    
      


      Exhibit 10.4

      


    

    


     

    Ralcorp
Holdings, Inc.

     

    Second
Amendment

     

    Dated
as of July 9, 2008

     

    to

    


    Note
Purchase Agreements dated as of May 22, 2003

     

    and

     

    $150,000,000
Floating Rate Senior Notes, Series A,

    due May
22, 2010

    


    $145,000,000
4.24% Senior Notes, Series B,

    due
December 22, 2010

    


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

    due
December 22, 2013

    


    $75,000,000
4.76% Senior Notes, Series D,

    due
December 22, 2013

    


    $100,000,000
5.57% Senior Notes, Series E,

    due
December 21, 2015

    


    $75,000,000
5.43% Senior Notes, Series F,

    due
December 21, 2012

    


    $50,000,000
Floating Rate Senior Notes, Series G,

    due
February 22, 2011

    


    $50,000,000
Floating Rate Senior Notes, Series H,

    due
February 22, 2011

    


    $75,000,000
5.56% Senior Notes, Series I, Tranche A

    due
January 18, 2019

    


    $25,000,000
5.58% Senior Notes, Series I, Tranche B

    due
January 18, 2019

    


    $100,000,000
5.93% Senior Notes, Series J

    due May
11, 2022

    
      


       

       

       

      
 

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

     

     

     

     

     

     

     

     

    


    Table
of Contents

     

    (Not a
part of this Second Amendment)

     

    
      	
               
      Section

            	
              Heading                                                                                                                                          
      Page

            


    

     

    
      	
               
      Section 1.

            	
              Amendments
      To Note Purchase
      Agreements..........................................................................2

            


    

     

     

    
      	
               
      Section 2.

            	
              Conditions
      Precedent.....................................................................................................................3

            


    

     

     

    
      	
               
      Section 3.

            	
              Representations
      and
      Warranties..............................................................................................4

            


    

     

     

    
      	
               
      Section 4.

            	
              Miscellaneous..................................................................................................................................5

            


    

     

     

    


    Schedule
I       
—           Name of Holders
and Principal Amount of Notes

     

    
      Exhibit
A         
—           Form of Opinion of
Special Counsel for the Company



    
    

    


     

     

     

     

     

    
 

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


     

     

     

     

    Dated as
of

    July 9,
2008

    To each
of the holders

    listed in
Schedule I to

    this
Second Amendment

     

    Ladies
and Gentlemen:

    Reference
is made to (i) the separate Note Purchase Agreements, each dated as of May
22, 2003 (the “Original Note
Purchase Agreements”), by and between Ralcorp Holdings, Inc., a Missouri
corporation (the “Company”), and each of the
purchasers of the $150,000,000 aggregate principal amount of Floating Rate
Senior Notes, Series A, due May 22, 2010 (the “Series A Notes”) of the
Company issued pursuant thereto; (ii) the First Supplement to Note Purchase
Agreements, dated as of December 22, 2003 (the “First Supplement”), between
the Company and the purchasers of the $145,000,000 aggregate principal amount of
4.24% Senior Notes, Series B, due December 22, 2010 (the “Series B Notes”) of the
Company issued pursuant thereto; (iii) the Second Supplement to Note Purchase
Agreements, dated as of December 22, 2003 (the “Second Supplement”), between
the Company and the purchasers of the $50,000,000 aggregate principal amount of
5.43% Senior Notes, Series C, due December 22, 2013 (the “Series C Notes”) of the
Company issued pursuant thereto; (iv) the Third Supplement to Note Purchase
Agreements dated, as of December 22, 2003 (the “Third Supplement”), between
the Company and the purchasers of the $75,000,000 aggregate principal amount of
4.76% Senior Notes, Series D, due December 22, 2013 (the “Series D Notes”) of the
Company issued pursuant thereto; (v) the Fourth Supplement to Note Purchase
Agreements, dated as of December 21, 2005 (the “Fourth Supplement”), between
the Company and the purchasers of the $100,000,000 aggregate principal amount of
5.57% Senior Notes, Series E, due December 21, 2015 (the “Series E Notes”) of the
Company issued pursuant thereto; (vi) the Fifth Supplement to Note Purchase
Agreements, dated as of December 21, 2005 (the “Fifth Supplement”), between
the Company and the purchasers of the $75,000,000 aggregate principal amount of
5.43% Senior Notes, Series F, due December 21, 2012 (the “Series F Notes”); (vii)
the Sixth Supplement to Note Purchase Agreements dated as of February 22, 2006
(the “Sixth
Supplement”), between the Company and the purchasers of the $50,000,000
aggregate principal amount of Floating Rate Senior Notes, Series G, due February 22, 2011 (the “Series G Notes”); (viii) the
Seventh Supplement to Note Purchase Agreements, dated as of February 22, 2006
(the “Seventh
Supplement”), between the Company and the purchasers of the $50,000,000
aggregate principal amount of Floating Rate Senior Notes, Series H, due February
22, 2011 (the “Series H
Notes”); (ix) the Eighth Supplement to Note Purchase Agreements, dated as
of January 18, 2007 (the “Eighth Supplement”), between
the Company and the purchasers of the $75,000,000 aggregate principal amount
5.56% Senior Notes, Series I, Tranche A, due January 18, 2019 and
the $25,000,000 aggregate principal amount 5.58% Senior Notes, Series I,
Tranche B, due January 18, 2019 (the “Series I Notes”); (x)
the Ninth Supplement to the Note Purchase Agreements, dated as of May 11, 2007
(the “Ninth
Supplement”), between the Company and the purchasers of the $100,000,000
5.93% Senior Notes, Series J, due May 11, 2022 (the “Series J Notes” and together
with the Series A Notes, the Series B Notes, the Series C Notes, the
Series D Notes, Series E Notes, Series F Notes, Series G Notes, Series
H Notes and the Series I Notes, the “Notes”) of 

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    the
Company issued pursuant thereto; and (vii) the First Amendment to the Original
Note Purchase Agreements and the Notes, dated as of December 22, 2005 (the
“First
Amendment”).  The Original Note Purchase Agreements, as
supplemented by the First through Ninth Supplements and the First Amendment, are
referred to herein collectively as the “Note Purchase
Agreements.”  Capitalized terms used in this Second Amendment (this
“Second Amendment”)
without definition shall have the meanings given such terms in the Note Purchase
Agreements.

     

    For good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company requests the amendment of certain provisions of the
Notes and 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 Second Amendment shall be effective,
but only in the respects hereinafter set forth:

     

    
      	
               
      Section 1.

            	
              Amendments
      To Note Purchase Agreements.

            


    

     

    Section 1.1. 
Section 8.3(g) of the Note Purchase Agreements is hereby amended as of
the date set forth in Section 2(c) hereof by inserting “(a)” after the word “if”
in the first sentence, replacing the period at the end of the definition of
“Change in Control” with “, or” and by inserting “(b)  a “change in
control” (as defined therein) occurs under any of the Company’s other
outstanding indebtedness” as the last line of the definition of “Change in
Control”.

     

    Section 1.2. 
Section 9.7(a) of the Note Purchase Agreements is hereby amended as of
the date hereof by inserting “or a Guaranty or direct liability with respect to
any or all present or future Debt of the Company” after the word “Agreement” in
said Section 9.7(a).

     

    Section 1.3. 
Section 10.5 of the Note Purchase Agreements is hereby amended as of the
date hereof by inserting “any Lien on the” in place of “any of the” in the third
line of the preamble to such Section 10.5.

     

    Section 1.4.  The
definition of “Priority Debt” set forth on Schedule B to the Note Purchase
Agreements is hereby amended as of the date hereof by deleting the phrase
“whether as direct obligors or guarantors under the Bank
Agreement”.

     

    Section 1.5.  The
definition of “Subsidiary Guarantor” set forth on Schedule B to the Note
Purchase Agreements is hereby amended as of the date hereof by adding to the end
thereof “or as a guarantor or direct obligor in respect of any other Debt of the
Company; provided, however, that if such Subsidiary is organized in a
jurisdiction other than the United States or Canada, then solely for purposes of
determining “Priority Debt”, such Subsidiary shall not be deemed a Subsidiary
Guarantor unless the Company provides to each holder of Notes a written opinion
of independent counsel addressed to the holders of Notes to the effect that the
Subsidiary Guarantee of such Subsidiary Guarantor has been duly authorized,
executed and delivered by such Subsidiary Guarantor and constitutes a legal,
valid and binding obligation enforceable against such Subsidiary Guarantor in
accordance with its terms, subject to usual and customary exceptions and
assumptions reasonably satisfactory to the Required Holders at the time such
Subsidiary becomes obligated as a guarantor or direct obligor in respect of any
other Debt of the Company”.

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    Section 1.6.  A new
definition of “Second Amendment” is hereby added in alphabetical order to
Schedule B to the Note Purchase Agreement as of the date hereof as
follows:

     

    “Second Amendment” means that
certain Second Amendment, dated as of July 9, 2008, to Note Purchase Agreements,
dated as of May 22, 2003, entered into between the Company and the holders of
the Notes signatory thereto.

     

    
      	
               
      Section 2.

            	
              Conditions
      Precedent.

            


    

     

    This
Second Amendment shall not become effective until, and shall become effective
on, the Business Day when each of the following conditions shall have been
satisfied:

     

    (a) 
The consummation of the acquisition of the Post cereals business by the Company
and the assumption of indebtedness related thereto, all as described in that
Preliminary Offering Memorandum dated June 27, 2008 (the “Preliminary Offering
Memorandum”), shall have been completed concurrently with this Second
Amendment.

     

    (b) 
Each holder shall have received this Second Amendment, duly executed by the
Company.

     

    (c) 
The Required Holders shall have consented to this Second Amendment as evidenced
by their execution thereof, provided that Section 1.1 shall not become effective
until all holders shall have consented hereto.

     

    (d) 
The representations and warranties of the Company set forth in Section 3 hereof
shall be true and correct as of the date of the execution and delivery of this
Second Amendment.

     

    (e) 
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.

     

    (f) 
All corporate and other proceedings in connection with the transactions
contemplated by this Second Amendment and all documents and instruments incident
to such transactions shall be satisfactory 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.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    (g) 
Each holder shall have received such certificates of officers of the Company as
it may reasonably request with respect to this Second Amendment and the
transactions contemplated hereby.

     

    (h) 
Each holder shall have received opinions in form and substance satisfactory to
them, dated the date of this Second Amendment, from C.G. Huber, Jr., General
Counsel for the Obligors, covering the matters set forth in Exhibit A, and
covering such other matters incident to the transactions contemplated hereby as
the holders or their counsel may reasonably request.

     

    (i) 
The Company shall have paid the fees and disbursements of the holders’ special
counsel, Chapman and Cutler LLP, incurred in connection with the negotiation,
preparation, execution and delivery of this Second 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 Second Amendment.

     

    (j) 
Each Subsidiary Guarantor shall have consented to the terms of this Second
Amendment by signing in the appropriate space on the signature page
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 Second
Amendment:

     

    (a) 
Each Obligor is duly incorporated, validly existing and in good standing under
the laws of its jurisdiction of incorporation.

     

    (b) 
This Second Amendment, the Note Purchase Agreements, as amended hereby, and the
Replacement Notes and the transactions contemplated hereby are within the
corporate power of such Obligor, have been duly authorized by all necessary
corporate action on the part of such Obligor, and this Second Amendment and (in
the case of the Company only) the Note Purchase Agreements, as amended hereby,
and the Replacement Notes have been duly executed and delivered by such Obligor
and constitute legal, valid and binding obligations of such Obligor enforceable
in accordance with their respective terms.

     

    (c) 
Immediately prior to and after giving effect to this Second Amendment, there are
no Defaults or Events of Default under the Note Purchase Agreements, as amended
hereby.

     

    (d) 
The execution, delivery and performance of this Second Amendment and (in the
case of the Company only) the Note Purchase Agreements, as amended hereby, and
the Replacement Notes by such Obligor does not and will not result in a
violation of or default under (i) the articles of incorporation or bylaws
of such Obligor, (ii) any 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
(D) any statute, regulation, rule or other law applicable to such
Obligor.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

    (e) 
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 Second Amendment and (in the
case of the Company only) the Note Purchase Agreements, as amended hereby, or
the Replacement Notes.

     

    (f) 
No Obligor has paid or agreed to pay any fees or other consideration, or given
any additional security or collateral, or shortened the maturity or average life
of any indebtedness or permanently reduced any borrowing capacity, in each case,
in connection with the obtaining of any consents or approvals of any Person in
connection with the transactions contemplated hereby.

     

                  
(g)  All Obligors signatory to the Note Purchase Agreement and each
Subsidiary Guarantee are a signatory to this Second Amendment.

     

                   
(h)  Other than this Second Amendment, the First through Ninth Supplements,
and the First Amendment, there are no other amendments, modifications,
supplements or waivers to the Note Purchase Agreement or any other Financing
Agreement.

     

                     
(i)  Each Subsidiary which is an obligor or guarantor in respect of the
Bank Agreement or a guarantor in respect of any other Debt of the Company,
including the Senior Notes contemplated by the Preliminary Offering Memorandum,
is a Subsidiary Guarantor in respect of the Notes.

     

    
      	
               
      Section 4.

            	
              Miscellaneous.

            


    

     

    Section 4.1. 
Except as amended herein, all terms and provisions of the Note Purchase
Agreements, the Replacement Notes 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 Second 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, as amended
hereby.  All references in the Note Purchase Agreements and in any and
all instruments or documents provided for therein or delivered or to be
delivered thereunder or in connection therewith to any “Note” or “Notes” shall be deemed
references to the applicable Replacement Note and Replacement
Notes.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

     

    Section 4.4.  This
Second Amendment shall be governed by and construed in accordance with the
internal laws of the State of New York.

     

    Section 4.5.  This
Second 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 Second
Amendment.

     

    Section 4.6.  This
Second 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 Second Amendment.  Delivery of an
executed counterpart of this Second Amendment by facsimile shall be as effective
as delivery of a manually executed counterpart of this Second
Amendment.

     

     

     

     

    [Signature Page
Follows]

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
           


        

        
           


          
            

          

        

        
           


          
             

            


          

        

      

    

     

     

     

     

     

    
 

    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/ S. Monette

            


    

    
      	
               
      

            	
              Name:      S.
      Monette

            


    

    
      	
               
      

            	
              Title:  
      Corporate Vice President and
Treasurer

            


    

    


    


    


    


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

    


    


    
      	
               
      

            	
              Bremner,
      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. (by itself and as successor by merger to
      The Torbitt & Castleman Company,
LLC)

            


    

    
      	
               
      

            	
              Value
      Added Bakery Holding Company

            


    

    
      	
               
      

            	
              Ralcorp
      Frozen Bakery Products, Inc. (successor by merger to Bakery Chef,
      L.L.C.)

            


    

    
      	
               
      

            	
              Community
      Shops, Inc.

            


    

    
      	
               
      

            	
              The
      Bun Basket, Inc.

            


    

    
      	
               
      

            	
              Lofthouse
      Bakery Products, Inc.

            


    

    
      	
               
      

            	
              Medallion
      Foods, Inc.

            


    

    


    


     

    
      	
               
      

            	
              By:      /s/
      S. Monette

            


    

    
      	
               
      

            	
              Name:     
      S. Monette

            


    

    
      	
               
      

            	
              Title:       
      Treasurer

            


    

    


     

     

     

     

     

     

     

    
 

    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


          
             

            


          

        

      

    

     

     

     

     

    
 

     

    This
foregoing Second 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.

    


    


    
      	
               
      

            	
              The
      Northwestern Mutual Life Insurance
Company

            


    

    


    


    
      	
               
      

            	
              By    
      /s/ David A. Barras

            


    

    
      	
               
      

            	
              Name:   
      David A. Barras

            


    

    
      	
               
      

            	
              Its
      Authorized Representative

            


    

    


    


    
      	
               
      

            	
              The
      Northwestern Mutual Life Insurance
Company

            


    

    
      	
               
      

            	
              For
      its Group Annuity Separate Account

            


    

    


    


    
      	
               
      

            	
              By    
      /s/ David A. Barras

            


    

    
      	
               
      

            	
              Name:    
      David A. Barras

            


    

    
      	
               
      

            	
              Its
      Authorized Representative

            


    

     

     

     

     

     

     

     

    
 

    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


          
            Ralcorp
Holdings,
Inc.                                                                                                                                                                            Second Amendment

            


          

        

      

    

    


    


    
      	
               
      

            	
              Metropolitan
      Life Insurance Company

            
	 	 
	 	METLIFE
      INVESTORS USA INSURANCE COMPANY
	 	By: 
      Metropolitan Life Insurance Company, its
	 	       
      Investment Manager
	 	 
	 	METROPOLITAN
      TOWER LIFE INSURANCE COMPANY
	 	By: 
      Metropolitan Life Insurance Company, its
	 	       
      Investment Manager
	 	 
	 	METLIFE
      INSURANCE COMPANY OF CONNECTICUT
	 	By: 
      Metropolitan Life Insurance Company, Its
	 	       
      Investment Manager


    

    


    


    


    
      	
               
      

            	
              By    
      /s/ Judith A. Gulotta

            


    

    
      	
               
      

            	
              Name:    Judith
      A. Gulotta

            


    

    
      	
               
      

            	
              Title:      Managing
      Director

            


    

    


     

     

     

     

     

     

     

    


    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


          
            Ralcorp
Holdings,
Inc.                                                                                                                                                                              Second Amendment

            


          

        

      

    

    


    


    
      	
               
      

            	
              The
      Prudential Insurance Company of
America

            


    

    


    


    
      	
               
      

            	
              By    
      /s/ Brian N. Thomas

            


    

    
      	
               
      

            	
              Name:    
      Brian N. Thomas

            


    

    
      	
               
      

            	
              Title:      
      Vice President

            


    

    


    


    Gateway
Recovery Trust

    


    By:Prudential Investment Management,
Inc.,

    as Asset Manager

    


    


    By:   /s/ Brian N.
Thomas

    Vice President

    


    


    Gibraltar
Life Insurance Co., Ltd.

    


    By:Prudential Investment Management
(Japan),

    Inc., as Investment
Manager

    


    By:Prudential Investment Management,
Inc.,

    as Sub-Adviser

    


    


    By:     /s/ Brian
N.
Thomas               


    Vice President

    


    


    Mutual
of Omaha Insurance Company

    


    By:Prudential Private Placement
Investors,

    L.P. (as Investment
Advisor)

    


    By:Prudential Private Placement
Investors, Inc.

    (as its General Partner)

    


    By:    /s/ Brian N.
Thomas

    
      	
               
      

            	
              Vice
      President

            


    

     

    
 

    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


          
            Ralcorp
Holdings,
Inc.                                                                                                                                                                               Second Amendment

            


          

        

      

    

    


    


    
      	
               
      

            	
              Prudential
      Retirement Insurance and

            


    

    
      	
               
      

            	
              Annuity
      Company

            


    

    


    
      	
               
      

            	
              By:Prudential
      Investment Management, Inc.,

            


    

    
      	
               
      

            	
              as
      investment manager

            


    

    


    


    
      	
               
      

            	
              By:  
      /s/ Brian N. Thomas

            


    

    
      	
               
      

            	
                        
      Vice President

            


    

    


    


    
      	
               
      

            	
              Security
      Benefit Life Insurance

            


    

    
      	
               
      

            	
                Company,
      Inc.

            


    

    


    
      	
               
      

            	
              By:Prudential
      Private Placement Investors,

            


    

    
      	
               
      

            	
              L.P.
      (as Investment Advisor)

            


    

    


    
      	
               
      

            	
              By:Prudential
      Private Placement Investors, Inc.

            


    

    
      	
               
      

            	
              (as
      its General Partner)

            


    

    


    


    
      	
               
      

            	
              By:   
      /s/ Brian N. Thomas

            


    

    
      	
               
      

            	
                           
      Vice President

            


    

    


    


    
      	
               
      

            	
              Farmers
      New World Life Insurance

            


    

    
      	
               
      

            	
                Company

            


    

    


    
      	
               
      

            	
              By:Prudential
      Private Placement Investors,

            


    

    
      	
               
      

            	
              L.P.
      (as Investment Advisor)

            


    

    


    
      	
               
      

            	
              By:Prudential
      Private Placement Investors, Inc.

            


    

    
      	
               
      

            	
              (as
      its General Partner)

            


    

    


    


    
      	
               
      

            	
              By:    
      /s/ Brian N. Thomas

            


    

    
      	
               
      

            	
              Vice
      President

            


    

     

     

     

    
 

    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


          
            Ralcorp
Holdings,
Inc.                                                                                                                                                                               Second Amendment

            


          

        

      

    

     

     

     

    
 

    


    
      	
               
      

            	
              ING
      Life Insurance and Annuity Company

            


    

    
      	
               
      

            	
              ReliaStar
      Life Insurance Company

            


    

    


    
      	
               
      

            	
              By:ING
      Investment Management LLC, as Agent

            


    

    


    


    


    By      
   /s/  James V. Wittich

    
      	
               
      

            	
              Name: 
      James V. Wittich

            


    

    
      	
               
      

            	
              Title:   
      Senior Vice President

            


    

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


          
            Ralcorp
Holdings,
Inc.                                                                                                                                                                               Second Amendment

            


          

        

      

    

     

     

     

    
 

    


    


    
      	
               
      

            	
              Allstate
      Life Insurance Company

            


    

    


    


    
      	
               
      

            	
              By

            


    

    
      	
               
      

            	
              Name:

            


    

    


    


    
      	
               
      

            	
              By

            


    

    
      	
               
      

            	
              Name:

            


    

    


    Authorized Signatories

    


    


    


    
      	
               
      

            	
              Allstate
      Insurance Company

            


    

    


    


    
      	
               
      

            	
              By

            


    

    
      	
               
      

            	
              Name:

            


    

    


    


    
      	
               
      

            	
              By

            


    

    
      	
               
      

            	
              Name:

            


    

    


    Authorized Signatories

     

     

     

     

     

    
 

    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


          
            Ralcorp
Holdings,
Inc.                                                                                                                                                                               Second Amendment

            


          

        

      

    

    


     

     

     

     

    
 

    
      	
               
      

            	
              AXA
      Equitable Life Insurance Company

            


    

     

    


    
      	
               
      

            	
              By   
      /s/ Amy Judd

            


    

    
      	
               
      

            	
              Name:  
      Amy Judd

            


    

    
      	
               
      

            	
              Title:   
       Investment Officer

            


    

    


     

    
      
 

      
        	
                 
      

              	
                MONY
      Life Insurance Company

              


      

       

      


      
        	
                 
      

              	
                By   
      /s/ Amy Judd

              


      

      
        	
                 
      

              	
                Name:  
      Amy Judd

              


      

      
        	
                 
      

              	
                Title:   
       Investment Officer

              


      

      
 

      
 

      
        
          	
                   
      

                	
                  MONY
      Life Insurance Company of America

                


        

         

        


        
          	
                   
      

                	
                  By   
      /s/ Amy Judd

                


        

        
          	
                   
      

                	
                  Name:  
      Amy Judd

                


        

        
          	
                   
      

                	
                  Title:   
       Investment Officer

                


        

        


      

    

    


     

    


    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


          
            Ralcorp
Holdings,
Inc.                                                                                                                                                                               Second Amendment

            


          

        

      

    

    


     

     

    


    
      	
               
      

            	
              Massachusetts
      Mutual Life Insurance Company

            


    

    


    
      	
               
      

            	
              By:  Babson
      Capital Management LLC,

            


    

    
      	
               
      

            	
              as
      Investment Adviser

            


    

    


    


    By         
/s/ Elisabeth A. Perenick

    
      	
               
      

            	
              Name: 
      Elisabeth A. Perenick

            


    

    
      	
               
      

            	
              Title:   
      Managing Director

            


    

    


    


    


    
      	
               
      

            	
              C.M.
      Life Insurance Company

            


    

    


    
      	
               
      

            	
              By:  Babson
      Capital Management LLC,

            


    

    
      	
               
      

            	
                as
      Investment Sub-Adviser

            


    

    


    


    By        
/s/ Elisabeth A. Perenick

    
      	
               
      

            	
              Name:
      Elisabeth A. Perenick

            


    

    
      	
               
      

            	
              Title:  
      Managing Director

            


    

    
 

    


    


    
      	
               
      

            	
              MassMutual
      Asia Limited

            


    

    


    
      	
               
      

            	
              By:  Babson
      Capital Management LLC,

            


    

    
      	
               
      

            	
                   as
      Investment Adviser

            


    

    


    


    By       
/s/  Elisabeth A. Perenick

    
      	
               
      

            	
              Name: Elisabeth
      A. Perenick

            


    

    
      	
               
      

            	
              Title:  
      Managing Director

            


    

    


     

     

    
 

    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


          
            Ralcorp
Holdings,
Inc.                                                                                                                                                                               Second Amendment

            


          

        

      

    

    


     

     

     

    
 

     

    
      	
               
      

            	
              Teachers
      Insurance and Annuity Association of
America

            


    

    


    


    


    
      	
               
      

            	
              By     
      /s/ Brian Roelke

            


    

    
      	
               
      

            	
              Name:     
      Brian Roelke

            


    

    
      	
               
      

            	
              Title:       
      Director

            


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    


    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


          
            Ralcorp
Holdings,
Inc.                                                                                                                                                                               Second Amendment

            


          

        

      

    

     

     

     

    
 

     

    
      	
               
      

            	
              Thrivent
      Financial for Lutherans

            


    

    


    


    
      	
               
      

            	
              By        
      /s/ Patricia Eitrheim

            


    

    
      	
               
      

            	
              Name:        
      Patricia Eitrheim

            


    

    
      	
               
      

            	
              Title:           Director

            


    

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


          
            Ralcorp
Holdings,
Inc.                                                                                                                                                                               Second Amendment

            


          

        

      

    

    


     

     

    


     

    
      	
               
      

            	
              American
      General Assurance Company

            


    

     

    
      	
               
      

            	
              The
      United States Life Insurance Company in the City of New
    York

            


    

     

    
      	
               
      

            	
              The
      Variable Annuity Life Insurance
Company

            


    

     

    


    
      	
               
      

            	
              By:   AIG
      Global Investment Corp.,
investment adviser

            


    

    


    


    
      	
               
      

            	
              By:     /s/
      Peter DeFazio

            


    

    
      	
               
      

            	
              Name:     
      Peter DeFazio

            


    

    
      	
               
      

            	
              Title:       
      Managing Director

            


    

    


     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


          
            Ralcorp
Holdings,
Inc.                                                                                                                                                                               Second Amendment

            


          

        

      

    

    


    


     

    
      	
               
      

            	
              Nationwide
      Life and Annuity Insurance Company

            


    

    


    


    
      	
               
      

            	
              By   
      /s/ Mary Beth Cadle

            


    

    
      	
               
      

            	
              Name:   
      Mary Beth Cadle

            


    

    
      	
               
      

            	
              Title:     
      Authorized Signatory

            


    

     

    
 

    


    
      	
               
      

            	
              Nationwide
      Mutual Insurance Company

            


    

    


    


    
      	
               
      

            	
              By    
      /s/ Mary Beth Cadle

            


    

    
      	
               
      

            	
              Name: 
         Mary Beth Cadle

            


    

    
      	
               
      

            	
              Title:      
      Authorized Signatory

            


    

     

    
 

    


    
      	
               
      

            	
              Nationwide
      Life Insurance Company

            


    

    


    
      


      
        	
                 
      

              	
                By    
      /s/ Mary Beth Cadle

              


      

      
        	
                 
      

              	
                Name: 
         Mary Beth Cadle

              


      

      
        	
                 
      

              	
                Title:      
      Authorized Signatory

              


      

       

    

    
    

    
    

    
    

     

     

    
      	
               
      

            	
              Nationwide
      Life Insurance Company of America

            


    

    


    
      


      
        	
                 
      

              	
                By    
      /s/ Mary Beth Cadle

              


      

      
        	
                 
      

              	
                Name: 
         Mary Beth Cadle

              


      

      
        	
                 
      

              	
                Title:      
      Authorized Signatory

              


      

      

 

    

    
      	
               
      

            	
              Nationwide
      Life and Annuity Company of America

            


    

    


    
      


      
        	
                 
      

              	
                By    
      /s/ Mary Beth Cadle

              


      

      
        	
                 
      

              	
                Name: 
         Mary Beth Cadle

              


      

      
        	
                 
      

              	
                Title:      
      Authorized Signatory

              


      

      



    

    
    

    
    

    
    

    


    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


          
            Ralcorp
Holdings,
Inc.                                                                                                                                                                               Second Amendment

            


          

        

      

    

    


     

    
 

    


    
      	
               
      

            	
              Connecticut
      General Life Insurance Company

            


    

    


    
      	
               
      

            	
              By:Cigna
      Investments, Inc. (authorized
agent)

            


    

    


    


                                                                                                                  By      
/s/ Deborah B. Wiacek

    
      	
               
      

            	
              Name:     
      Deborah B. Wiacek

            


    

    
      	
               
      

            	
              Title:       
      Senior Managing Director

            


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


          
            Ralcorp
Holdings,
Inc.                                                                                                                                                                               Second Amendment

            


          

        

      

    

    


     

     

     

     

    
      	
               
      

            	
              The
      Lincoln National Life Insurance Company, successor by

              merger to Jefferson Pilot Financial Insurance
      Company

               

              By:  Delaware Investment Advisers, a
      series of Delaware Management

              Business Trust, Attorney In
    Fact

            


    

    
 

    
      	
               
      

            	
              By    
      /s/ Alexander Alston

            


    

    
      	
               
      

            	
              Name:   
      Alexander Alston

            


    

    
      	
               
      

            	
              Title:      Vice
      President

            


    

    


    


    


    
      	
               
      

            	
              Lincoln
      Life & Annuity Company of New York, successor by

              merger
      to Jefferson Pilot LifeAmerica Insurance Company

               

              By:  Delaware Investment Advisers, a
      series of Delaware Management

              Business Trust, Attorney In
    Fact

            


    

     

    


    
      	
               
      

            	
              By   
      /s/ Alexander Alston

            


    

    
      	
               
      

            	
              Name:  
      Alexander Alston

            


    

    
      	
               
      

            	
              Title:    
      Vice President

            


    

    


    


    


    
      	
               
      

            	
              The
      Lincoln National Life Insurance Company, successor by

              merger
      to Jefferson-Pilot Life Insurance Company

               

              By:  Delaware Investment Advisers, a
      series of Delaware Management

              Business Trust, Attorney In
    Fact

            


    

     

    


    
      	
               
      

            	
              By   
      /s/ Alexander Alston

            


    

    
      	
               
      

            	
              Name:  
      Alexander Alston

            


    

    
      	
               
      

            	
              Title:    
      Vice President

            


    

     

    
 

    


    
      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


          
            Ralcorp
Holdings,
Inc.                                                                                                                                                                               Second Amendment

            


          

        

      

    

     

     

    
 

    


    
      	
               
      

            	
              Phoenix
      Life Insurance Company

            


    

    


    


    
      	
               
      

            	
              By   
      /s/ K A McGah

            


    

    
      	
               
      

            	
              Name:  
      Kathleen A. McGah

            


    

    
      	
               
      

            	
              Title:    
      Vice President

            


    

    


    


    
      	
               
      

            	
              PHL
      Variable Insurance Company

            


    

    


    


    
      	
               
      

            	
              By    
      /s/ K A McGah

            


    

    
      	
               
      

            	
              Name:   
      Kathleen A. McGah

            


    

    
      	
               
      

            	
              Title:      Vice
      President

            


    

     

     

     

     

     

     

     

    
      


      
        
          
            
               

            

             


          

          
             


            
              

            

          

          
             


            
              Ralcorp
Holdings,
Inc.                                                                                                                                                                               Second Amendment

              


            

          

        

      

       

    

     

     

     

    
 

    
      	
               
      

            	
              GENWORTH
      LIFE INSURANCE COMPANY OF NEW YORK (as 

              successor
      by merger to American Mayflower Life 

              Insurance
      Company of New York)

            


    

    


    


    
      	
               
      

            	
              By  
      /s/ Annette M. Teders

            


    

    
      	
               
      

            	
              Name:  
      Annette M. Teders

            


    

    
      	
               
      

            	
              Title:    
      Investment Officer

            


    

    


    


    
      	
               
      

            	
              GENWORKTH
      LIFE AND ANNUITY INSURANCE COMPANY (as

              successor
      by merger to First Colony Life Insurance
  Company)

            


    

    


    


    
      	
               
      

            	
              By  
      /s/ Annette M. Teders

            


    

    
      	
               
      

            	
              Name:  
      Annette M. Teders

            


    

    
      	
               
      

            	
              Title:    
      Investment Officer

            


    

    


    


    
      	
               
      

            	
              GENWORTH
      LIFE AND ANNUITY INSURANCE COMPANY (as

              successor
      by merger to Federal Home Life Insurance
  Company)

            


    

    


    


    
      	
               
      

            	
              By  
      /s/ Annette M. Teders

            


    

    
      	
               
      

            	
              Name:  
      Annette M. Teders

            


    

    
      	
               
      

            	
              Title:    
      Investment Officer

            


    

    


     

    


    
      	
               
      

            	
              Jamestown
      Life Insurance Company

            


    

    


    


    
      	
               
      

            	
              By   
      /s/ Annette M. Teders

            


    

    
      	
               
      

            	
              Name:   
      Annette M. Teders

            


    

    Title:   
Investment Officer

     

     

    
      
        


        
          
            
              
                 

              

               


            

            
               


              
                

              

            

            
               


              
                Ralcorp
Holdings,
Inc.                                                                                                                                                                               Second Amendment

                


              

            

          

        

         

      

    

     

    
 

    
      	
               
      

            	
              Genworth
      life and annuity insurance company

            


    

    


    


    
      	
               
      

            	
              By  
      /s/ Annette M. Teders

            


    

    
      	
               
      

            	
              Name: 
      Annette M. Teders

            

                                                                                                              Title:    Investment
Officer

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      


      
        
          
            
               

            

             


          

          
             


            
              

            

          

          
             


            
              Ralcorp
Holdings,
Inc.                                                                                                                                                                               Second Amendment

              


            

          

        

      

       

    

     

     

     

    


    


    
      	
               
      

            	
              CoBank,
      ACB

            


    

    


    


    
      	
               
      

            	
              By   
      /s/ S. Richard Dill

            


    

    
      	
               
      

            	
              Name:  
      S. Richard Dill

            

                                                                                                             
Title:      Vice President