FIRST AMENDMENT AND CONSENT

            FIRST AMENDMENT AND CONSENT (this "Amendment"), dated as of
September 20, 2000, among AMERICAN ITALIAN PASTA COMPANY (the "Company"), the
Banks from time to time party hereto, DEUTSCHE BANK SECURITIES INC., as Arranger
(in such capacity, the "Arranger") and BANKERS TRUST COMPANY, as Agent (in such
capacity, the "Agent"). All capitalized terms used herein and not otherwise
defined shall have the respective meanings provided such terms in the Credit
Agreement referred to below.

                             W I T N E S S E T H:
                             - - - - - - - - - -


            WHEREAS, the Company, the Banks, the Arranger and the Agent are
parties to a Credit Agreement, dated as of October 30, 1992, amended and
restated as of July 1, 1994, further amended and restated as of February 26,
1996, further amended and restated as of April 11, 1997, further amended and
restated as of October 17, 1997 and further amended and restated as of April 26,
2000 (as in effect on the date hereof, the "Credit Agreement");

            WHEREAS, the Company wishes to acquire certain assets used in the
manufacture, marketing and sale of the Mueller's brand of pasta and to assume
certain related liabilities, in each case pursuant to, and in accordance with
the terms of, an Asset Purchase Agreement, dated as of October 4, 2000, between
the Company and Bestfoods (as amended, modified, or supplemented to the date
hereof, the "Mueller's Brand Asset Purchase Agreement") (with such acquisition
and assumption on the basis set forth above being herein called the "Mueller's
Brand Acquisition"); and

            WHEREAS, subject to the terms and conditions of this Amendment, the
parties hereto wish to amend, and the Banks wish to grant certain consents to,
the Credit Agreement, in each case as herein provided;

            NOW, THEREFORE, it is agreed:

I.    Amendments and Consents to Credit Agreement.

            1. Section 7 of the Credit Agreement is hereby amended by inserting
the following new Section 7.26 immediately following Section 7.25:

            "7.26 Consummation of the Mueller's Brand Acquisition. At the time
      of consummation thereof, each element of the Mueller's Brand Acquisition
      shall have been consummated in accordance with the terms of the Mueller's
      Brand Asset Purchase Agreement (and without giving effect to any
      amendments, modifications or waivers of any terms or conditions thereof
      unless consented to by the Required Banks) and all applicable laws. At the
      time of consummation thereof, all material consents and approvals of, and
      filings and registrations with, and all other actions in respect of, all
      governmental agencies, authorities or instrumentalities required in order
      to make or
<PAGE>

      consummate the Mueller's Brand Acquisition in accordance with
      all applicable laws and all material third party approvals required in
      connection with the Mueller's Brand Acquisition have been obtained, given,
      filed or taken and are or will be in full force and effect (or effective
      judicial relief with respect thereto has been obtained). All applicable
      waiting periods with respect thereto have or, prior to the time when
      required, will have, expired without, in all such cases, any action being
      taken by any competent authority, which restrains, prevents, or imposes
      material adverse conditions upon the consummation of any element of the
      Mueller's Brand Acquisition. Additionally, there does not exist any
      judgment, order or injunction prohibiting or imposing material adverse
      conditions upon the consummation of any element of the Mueller's Brand
      Acquisition, the occurrence of any Credit Event, or the performance by the
      Borrower or any of its Subsidiaries of their respective obligations under
      all applicable laws. At the time of the consummation of the Mueller's
      Brand Acquisition and immediately after giving effect thereto, no Default
      or Event of Default exists.".

            2. Section 9.02 of the Credit Agreement is hereby amended by (i)
deleting the text "and" appearing at the end of clause (vii) of said Section,
(ii) deleting the period appearing at the end of clause (viii) of said Section
and inserting the text "; and" in lieu thereof and (iii) inserting the following
new clause (ix) immediately following clause (viii) of said Section:

                 "(ix) the Mueller's Brand Acquisition shall be permitted, so
      long as (v) same is consummated on or prior to February 1, 2001, (w) the
      sole consideration paid to effect the Mueller's Brand Acquisition consists
      of (1) 686,666 unregistered shares of Class A Common Stock (the "MBA
      Shares"), (2) aggregate net cash consideration of $16,725,718 (as adjusted
      as set forth in Sections 3.2 and 4.2(l) of the Mueller's Brand Asset
      Purchase Agreement), (3) the contingent Earn-Out Payment (as defined in
      the Mueller's Brand Asset Purchase Agreement), (4) the assumption by the
      Borrower of the Assumed Liabilities under, and as defined in, the
      Mueller's Brand Asset Purchase Agreement and (5) the release and indemnity
      by the Company of certain claims against Bestfoods under the Mueller's
      Brand Asset Purchase Agreement as set forth in Article XIII to the
      Mueller's Brand Asset Purchase Agreement, (x) after giving effect to the
      issuance of the MBA Shares, no Change of Control shall have occurred, (y)
      the Mueller's Brand Acquisition shall have been consummated in accordance
      with the requirements of Section 7.26 and (z) there shall have been
      delivered to the Agent true and correct copies of the Mueller's Brand
      Asset Purchase Agreement and all documents entered into in connection with
      the Mueller's Brand Acquisition, certified as such by an officer of the
      Company, all of which shall be reasonably satisfactory in form and
      substance to the Agent.".

                  3. Notwithstanding anything to the contrary contained in
Section 9.03 of the Credit Agreement, the Borrower may acquire MBA Shares from
Bestfoods as payment for amounts required to be paid to the Borrower pursuant to
Article X of the Mueller's Brand Asset Purchase Agreement, so long as (i) such
acquisition is made in accordance with the requirements of Section 10.8 thereof,
and (ii) the only "consideration" for such acquisition of MBA Shares is

                                       2
<PAGE>

the Borrower's forgiveness of Bestfood's obligation to make a cash payment
pursuant to said Article X (with such foregiveness to be in a like amount as the
value of such MBA Shares so acquired (assuming a valuation of $30 per share)).

            4. Section 9.11(iii) of the Credit Agreement is hereby amended by
inserting the text ", provided that notwithstanding the foregoing, the Company
may enter into the Mueller's Brand Asset Purchase Agreement (which, inter alia,
obligates the Company to make certain "make-whole" payments to Bestfoods on the
terms provided therein in the event Bestfoods does not receive $30 per share
pursuant to its sale of the MBA Shares), so long as the Mueller's Brand
Acquisition shall have been consummated in accordance with the requirements of
Section 9.02(ix) on or prior to February 1, 2001" immediately prior to the text
", (iv) amend," appearing in said Section.

            5. Notwithstanding anything to the contrary contained in Section
9.11(vi) of the Credit Agreement, the Company may terminate the CPC Contract
concurrently with the consummation of the Mueller's Brand Acquisition in
accordance with the requirements of Section 9.02(ix) of the Credit Agreement.

            6. Section 11.01 of the Credit Agreement is hereby further amended
by inserting in the appropriate alphabetical order the following new
definitions:

            "First Amendment" shall mean the First Amendment to this Agreement,
      dated as of September 20, 2000.

            "MBA Shares" shall have the meaning provided in Section 9.02.

            "Mueller's Brand Acquisition" shall have the meaning provided in the
      First Amendment.

            "Mueller's Brand Asset Purchase Agreement" shall have the meaning
      provided in the First Amendment.

II.   Miscellaneous Provisions.

            1. In order to induce the Banks to enter into this Amendment, the
Company hereby represents and warrants that:

            (a) no Default or Event of Default exists as of the First Amendment
      Effective Date (as defined below), both immediately before and immediately
      after giving effect to this Amendment;

            (b) all of the representations and warranties contained in the
      Credit Agreement or the other Credit Documents are true and correct in all
      material respects on the First Amendment Effective Date both immediately
      before and after giving effect to this Amendment, with the same effect as
      though such representations and warranties had been made on and as of the
      First Amendment Effective Date (it being understood that any


                                       3
<PAGE>

      representation or warranty made as of a specific date shall be true and
      correct in all material respects as of such specific date); and

            (c) at the time of the consummation of the Mueller's Brand
      Acquisition (and immediately after giving effect thereto), the
      consummation of same shall not (i) contravene any provision of any
      applicable law, statute, rule or regulation or any applicable order, writ,
      injunction or decree of any court or governmental instrumentality, (ii)
      conflict or be inconsistent with or result in any breach of the terms,
      covenants, conditions or provisions of, or constitute a default under, or
      result in the creation or imposition of (or the obligation to create or
      impose) any Lien (except pursuant to the Credit Documents) upon any of the
      material properties or assets of the Company or any of its Subsidiaries
      pursuant to the terms of any indenture, mortgage, deed of trust, credit
      agreement or loan agreement, or any other material agreement, contract or
      instrument to which the Company or any of its Subsidiaries is a party or
      by which it or any of its material property or assets is bound or to which
      it may be subject or (iii) violate any provision of the certificate of
      incorporation, by-laws, certificate of limited partnership, limited
      partnership agreement or any equivalent organizational document of the
      Borrower or any of its Subsidiaries.

            2. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.

            3. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Company and the Agent.

            4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

            5. This Amendment shall become effective on the date (the "First
Amendment Effective Date") when each of the Company, the Agent and the Banks
constituting the Required Banks shall have signed a counterpart hereof (whether
the same or different counterparts) and shall have delivered (including by way
of facsimile transmission) the same to the Agent at its Notice Office.

            6. From and after the First Amendment Effective Date, all references
in the Credit Agreement and each of the other Credit Documents to the Credit
Agreement shall be deemed to be references to the Credit Agreement as modified
hereby.

                                    * * *



                                       4
<PAGE>



            IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.

                                         AMERICAN ITALIAN PASTA COMPANY


                                         By:
                                             Name:
                                             Title:


                                         BANKERS TRUST COMPANY, Individually
                                            and as Agent

                                         By
                                            Name:
                                            Title:

                                         DEUTSCHE BANK SECURITIES, INC.,
                                            as Arranger

                                         By
                                            Name:
                                            Title:

                                         BANK OF SCOTLAND



                                         By
                                            Name:
                                            Title:

                                         BANK ONE, WISCONSIN



                                         By
                                            Name:
                                            Title:


<PAGE>

                                         THE PRUDENTIAL INSURANCE COMPANY OF
                                            AMERICA

                                         By
                                            Name:
                                            Title:

                                         COMMERCE BANK, N.A.



                                         By
                                            Name:
                                            Title:

                                         BANK POLSKA KASA OPIEKI S.A.



                                         By
                                            Name:
                                            Title:

                                         UMB BANK, N.A.



                                         By
                                            Name:
                                            Title:

                                         CREDIT AGRICOLE INDOSUEZ



                                         By
                                            Name:
                                            Title:



<PAGE>



                                         WACHOVIA BANK, N.A.



                                         By
                                            Name:
                                            Title:

                                        BANCA NAZIONALE DEL LAVORO S.p.A.-
                                            New York Branch



                                         By
                                            Name:
                                            Title:

                                        BANK OF AMERICA, N.A.
                                            successor by merger to
                                            NATIONSBANK, N.A.



                                         By
                                            Name:
                                            Title:

                                         FIRSTAR BANK, N.A.
                                            successor by merger to
                                            MERCANTILE BANK



                                         By
                                            Name:
                                            Title:


                                         BANCO ESPIRITO SANTO, S.A.



                                         By
                                            Name:
                                            Title: