Exhibit 10.1


         


         


        RALCORP HOLDINGS, INC.


         


        $300,000,000 6.625% Senior Notes due 2039


         


        Purchase Agreement


        August 11, 2009


         


        J.P. Morgan Securities Inc.


        Banc of America Securities LLC


        As Representatives of the


        several Initial Purchasers listed


        in Schedule 1 hereto


         


        c/o


         


        J.P. Morgan Securities Inc.


        270 Park Avenue


        New York, New York 10017


         


        and 


         


        Banc of America Securities LLC


        One Bryant Park


        New York, New York 10036


         


        Ladies and Gentlemen:


         


        Ralcorp Holdings, Inc., a Missouri corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”) pursuant to this Purchase Agreement (this “Agreement”), for whom you are acting as representatives (the “Representatives”), $300,000,000 aggregate principal
        amount of the Company’s 6.625% Senior Notes due 2039 (the “Notes”). The Notes will be guaranteed on a senior basis (the “Guarantees” and, together with the Notes, the “Securities”) by each of the guarantors a party to this Agreement (the “Guarantors”), and will in the future be guaranteed by each other future subsidiary of the Company in each case while such Guarantor or other future subsidiary of the Company is a guarantor under the
        Company’s credit agreement or other indebtedness. The Securities will be issued pursuant to an Indenture, as supplemented by a Supplemental Indenture (together, the “Indenture”), to be dated the Closing Date (as defined below) between the Company, the Guarantors andDeutsche Bank Trust Company Americas, as trustee (the “Trustee”). 


        The Securities will be sold to the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption therefrom. The Company and the Guarantors have prepared a preliminary offering memorandum dated August 11, 2009 (the “Preliminary Offering Memorandum”) and will prepare an offering
        memorandum dated the date hereof (the “Offering Memorandum”) setting forth information concerning the Company and the Securities. Copies of the Preliminary Offering Memorandum have been, and copies of the Offering Memorandum will be, delivered by the Company to the Initial Purchasers pursuant to the terms of this Agreement. The Company hereby confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information (as defined below)
        and the Offering Memorandum in connection with the offering and resale of the Securities by the Initial Purchasers in the manner contemplated by this 


         


        
            


             


             


            

        


        
            

        


        Agreement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Preliminary Offering Memorandum. References herein to the Preliminary Offering Memorandum, the Time of Sale Information and the Offering Memorandum shall be deemed to refer to and include any document incorporated by reference therein.


        At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the following information shall have been prepared (collectively, the “Time of Sale Information”): the Preliminary Offering Memorandum, as supplemented and amended by the written communications listed on Annex A hereto.


        Holders of the Securities (including the Initial Purchasers and their direct and indirect transferees) will be entitled to the benefits of a Registration Rights Agreement, to be dated the Closing Date (as defined below) to conform in all material respect to the provisions described in the Preliminary Offering Memorandum under the heading “Description of the
        notes—Registration rights” (the “Registration Rights Agreement”), pursuant to which the Company and the Guarantors will agree to file one or more registration statements with the Securities and Exchange Commission (the “Commission”) providing for the registration under the Securities Act of the Securities or the Exchange Securities referred to (and as defined) in the Registration Rights Agreement.


        The Company and the Guarantors hereby confirm their agreement with the several Initial Purchasers concerning the purchase and resale of the Securities, as follows:


        1.          Purchase and Resale of the Securities. (a) The Company agrees to sell the Notes to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the
        conditions set forth herein, agrees, severally and not jointly, to purchase from the Company, that respective principal amount of the Notes set forth opposite such Initial Purchaser’s name in Schedule 1 hereto, at a price equal to 98.827% of the principal amount thereof plus accrued interest, if any, from August 14, 2009 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as
        provided herein.


        (b)        The Company understands that the Initial Purchasers intend to offer the Notes for resale on the terms set forth in the Time of Sale Information, subject to the conditions set forth herein. Each Initial Purchaser, severally and not jointly, represents and warrants to the Company and agrees with the Company that:


        (i)       it is a qualified institutional buyer (a “QIB”) within the meaning of Rule 144A under the Securities Act (“Rule 144A”) and an accredited investor within the meaning of Rule 501(a) under the Securities Act;


         


        (ii)      it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act (“Regulation D”) or in any manner involving a public
        offering within the meaning of Section 4(2) of the Securities Act; and


         


         


        
            


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        (iii)     it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of their initial offering by them except:


         


        (A)     within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware that such sale is being made in reliance on Rule 144A; and


         


        (B)     in accordance with the restrictions set forth in Annex C hereto.


         


        (c)      Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(g), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and
        compliance by the Initial Purchasers with their agreements, contained in paragraph (b) above (including Annex C hereto), and each Initial Purchaser hereby consents to such reliance.


         


        (d)     The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities purchased by it to or through any Initial Purchaser.


         


        (e)     Each of the Company and the Guarantors acknowledges and agrees that the Initial Purchasers are acting solely in the capacity of arm’s length contractual counterparties to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as
        financial advisors or fiduciaries to, or agents of, the Company, the Guarantors, or any other person. Additionally, neither of the Representatives nor any other Initial Purchaser is advising the Company, the Guarantors, or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent
        investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall not have any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by any Initial Purchaser of the Company, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Initial Purchaser and shall not be on behalf of the Company, the Guarantors, or any
        other person.


         


         


        
            


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        2.       Payment and Delivery. (a) Payment for and delivery of the Securities will be made at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York at 10:00 A.M., New York City time, onAugust 14, 2009, or at such other time or place on the same or such other date, not
        later than the fifth business day thereafter, as the Representatives, and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”.


         


        (b)     Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Initial Purchasers, of one or more global notes representing the Securities (collectively, the “Global
        Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.


         


        3.       Representations and Warranties of the Company and the Guarantors. The Company and the Guarantors jointly and severally represent and warrant to each Initial Purchaser that:


         


        (a)     Preliminary Offering Memorandum, Time of Sale Information and Offering Memorandum. The Preliminary Offering Memorandum, as of its date, did not, the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date, will not, and the Offering Memorandum, in the form first used by the Initial
        Purchasers to confirm sales of the Securities and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation or warranty with respect to any statements or omissions made in reliance upon
        and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information or the Offering Memorandum, it being understood and agreed that the only such information furnished by the Initial Purchasers consists of the information described as such in Section 7(b) hereto. 


         


        (b)     Additional Written Communications. The Company (including their agents and representatives, other than the Initial Purchasers in their capacity as such) have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any written
        communication that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or their agents and representatives (other than a communication referred to in 


         


         


        
            


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        clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) any electronic road show or other written communications, in each
        case used in accordance with Section 4(c). Each such Issuer Written Communication, when taken together with the Time of Sale Information, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or
        omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use in any Issuer Written Communication, it being understood and agreed that the only such information furnished by the Initial Purchasers consists of the information described as such in Section 7(b) hereto.


         


        (c)      Incorporated Documents. The documents incorporated by reference in each of the Time of Sale Information and the Offering Memorandum, when filed with the Commission, conformed or will conform, as the case may be, in all material respects to the requirements of the Exchange Act and did not or will not,
        as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.


         


        (d)     Financial Statements. The financial statements and the related notes thereto included or incorporated by reference in each of the Time of Sale Information and the Offering Memorandum present fairly in all material respects the financial position of the Company and its subsidiaries (including the financial
        statements and related notes of the Post cereals business contained in the Current Report on Form 8-K filed on August 8, 2008 incorporated by reference therein) as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby except as set forth in the
        notes thereto; the other financial information included or incorporated by reference in each of the Time of Sale Information and the Offering Memorandum has been derived from the accounting records of the Company and its subsidiaries and presents fairly in all material respects the information shown thereby; and the pro forma financial information and the related notes thereto included or incorporated by
        reference in each of the Time of Sale Information and the Offering Memorandum (including the pro forma financial information contained in the Current 


         


         


        
            


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        Report on Form 8-K filed on August 8, 2008 incorporated by reference therein) has been prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma
        financial information were believed to be reasonable when made and are set forth therein.


         


        (e)        No Material Adverse Change. Since the date of the most recent financial statements of the Company included or incorporated by reference in each of the Time of Sale Information and the Offering Memorandum (i) there has not been any material change in the capital stock or long-term debt of
        the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties, management, financial position, results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii) neither the Company nor any of its subsidiaries
        has entered into any transaction or agreement that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole; and (iii) neither the Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or
        dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except in each case as otherwise disclosed in the Time of Sale Information.


         


        (f)         Organization and Good Standing. The Company and each of its subsidiaries that constitutes a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X of the Commission and the Guarantors have been duly organized and are validly existing and in good
        standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified, in good standing
        or have such power or authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, management, financial position, results of operations or prospects of the Company and its subsidiaries taken as a whole or on the performance by the Company and the Guarantors of their obligations under the Securities and the Guarantees (a “Material Adverse Effect”). The Company does not own or control, directly or
        indirectly, any corporation, association or other entity other than the subsidiaries listed in Schedule 2 to this Agreement.


         


        (g)      Capitalization. The Company has an authorized capitalization as set forth in each of the Time of Sale Information and the Offering Memorandum under the heading “Capitalization” (except for subsequent issuances pursuant to agreements or employee benefit plans referred to in the Time of
        Sale Information and the Offering Memorandum or changes in cash or cash equivalents or borrowings in the ordinary course of business that are not material, individually or in the aggregate); and all the outstanding shares of capital stock or other equity interests of the Company’s subsidiaries have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance,
        security 


         


         


        
            


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        interest, restriction on voting or transfer or any other claim of any third party (except for the Pledge Agreement (as hereafter defined), subsequent issuances pursuant to agreements or employee benefit plans referred to in the Time of Sale Information and the Offering Memorandum) and, in the case of any foreign subsidiary, for directors’ qualifying shares and, in the case of liens, charges and other
        matters, for those that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect).


         


        (h)      Due Authorization. The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), the Exchange Securities, the Registration Rights Agreement and the Pledge Designation (as
        hereafter defined, and collectively, the “Transaction Documents”) and to perform their respective obligations hereunder and thereunder.


         


        (i)       The Indenture. The Indenture has been duly authorized by the Company and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors
        enforceable against the Company and each of the Guarantors in accordance with its 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 (collectively, the “Enforceability Exceptions”).


         


        (j)       The Notes and the Guarantees. The Notes have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally
        binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Guarantees have been duly authorized by each of the Guarantors and, when the Securities have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each of the Guarantors,
        enforceable against each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.


         


        (k)      The Exchange Securities. On the Closing Date, the Exchange Securities (including the related guarantees) will have been duly authorized by the Company and each of the Guarantors and, when duly executed, authenticated, issued and delivered as contemplated by the Registration Rights Agreement, will be
        duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company, as 


         


         


        
            


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        issuer, and each of the Guarantors, as guarantor, enforceable against the Company and each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.


         


        (l)       Purchase and Registration Rights Agreement. This Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors; and the Registration Rights Agreement has been duly authorized by the Company and each of the Guarantors and on the Closing Date will be duly
        executed and delivered by the Company and each of the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors enforceable against the Company and each of the Guarantors in accordance with its terms, subject to the Enforceability Exceptions, and except that rights to indemnity and contribution thereunder may be limited by applicable law and
        public policy.


         


        (m)    Descriptions of the Transaction Documents. Each Transaction Document conforms in all material respects to the description thereof contained in each of the Time of Sale Information and the Offering Memorandum.


         


        (n)     No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due
        performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject; or (iii) except as set forth in the Time of Sale Information and the Offering Memorandum, in violation of any law
        or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


         


        (o)      No Conflicts. The execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction Documents to which each is a party, the issuance of the Securities (including the Guarantees) and compliance by the Company and each of the Guarantors with the terms thereof and
        the consummation of the transactions contemplated by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, 


         


         


        
            


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        mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (except that the Pledged Assets (as hereafter defined) are and will be pledged under the Pledge Agreement (as hereafter
        defined)), (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any of its subsidiaries or (iii) result in the violation by the Company or any of its subsidiaries of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except in the case of clauses (i) and (iii) above, for any such conflict, breach, violation or default that would not,
        individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


         


        (p)     No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required of the Company or the Guarantors for the execution, delivery and performance by the Company and each of the Guarantors of
        each of the Transaction Documents to which each is a party, the issuance of the Securities (including the Guarantees) and compliance by the Company and each of the Guarantors with the terms thereof and the consummation of the transactions contemplated by the Transaction Documents, except for such consents, approvals, authorizations, orders and registrations or qualifications as may be set forth in the Time of Sale Information and the Offering Memorandum or required (i) under applicable
        state securities laws in connection with the purchase and resale of the Securities by the Initial Purchasers or (ii) with respect to the Exchange Securities (including the related guarantees) under the Securities Act, the Trust Indenture Act and applicable state securities laws as contemplated by the Registration Rights Agreement.


         


        (q)     Legal Proceedings. Except as described in each of the Time of Sale Information and the Offering Memorandum, there are no legal, governmental or regulatory actions, suits or proceedings pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its
        subsidiaries is the subject, or, to the knowledge of the Company, any investigations to which the Company or any of its subsidiaries is or may be party or to which any property of the Company or any of its subsidiaries is or may be the subject, that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; and no such investigations, actions, suits or proceedings are threatened in writing or known by any officer of the Company or any of its
        subsidiaries to be contemplated by any governmental or regulatory authority or by others to the knowledge of the Company and each of the Guarantors.


         


         


        
            


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        (r)      Independent Accountants. To the Company’s knowledge, PricewaterhouseCoopers LLP, who have certified certain financial statements of the Company and its subsidiaries are independent public accountants with respect to the Company and its subsidiaries within the applicable rules and regulations
        adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.


         


        (s)      Title to Real and Personal Property. The Company and its subsidiaries have good title in fee simple (in the case of owned real property) to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its
        subsidiaries, in each case, to the knowledge of the Company, free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that are set forth in, or contemplated by, the Time of Sale Information and the Offering Memorandum or would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.


         


        (t)       Title to Intellectual Property. The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade
        secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses (except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect); and to the Company’s knowledge, the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not
        received any notice of any claim of infringement of or conflict with any such rights of others that would reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.


         


        (u)     No Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, officers, stockholders or other affiliates of the Company or any of its subsidiaries, on the other, that would be required by the Securities
        Act to be described in a registration statement to be filed with the Commission and that is not so described in each of the Time of Sale Information and the Offering Memorandum. 


         


        (v)      Investment Company Act. Neither the Company nor any of the Guarantors is, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in each of the Time of Sale Information and the Offering Memorandum none of them will be, an
        “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment 


         


         


        
            


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        Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder.


         


        (w)     Taxes. The Company and its subsidiaries have paid all federal, state, local and foreign taxes and filed all tax returns required to be paid or filed through the date hereof except with respect to which the failure to pay or file, individually or in the aggregate, would not reasonably be expected to have a
        Material Adverse Effect; and except as otherwise disclosed in each of the Time of Sale Information and the Offering Memorandum, to the Company’s knowledge, there is no tax deficiency that has been, or would reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their respective properties or assets that would reasonably be expected to have a Material Adverse Effect.


         


        (x)      Licenses and Permits. Except as set forth in the Time of Sale Information and the Offering Memorandum, the Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state,
        local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in each of the Time of Sale Information and the Offering Memorandum, except where the failure to possess or make the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and except as described in each of the Time of Sale Information and the
        Offering Memorandum, neither the Company nor any of its subsidiaries has received notice of any revocation or modification of any such license, certificate, permit or authorization or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course, except where such event would not reasonably be expected to have a Material Adverse Effect.


         


        (y)      No Labor Disputes. No labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company and each of the Guarantors, is contemplated or threatened and neither the Company nor any Guarantor is aware of any existing or imminent labor
        disturbance by, or dispute with, the employees of any of the Company’s or any of its subsidiaries’ principal suppliers, contractors or customers, except as would not reasonably be expected to have a Material Adverse Effect.


         


        (z)      Compliance With Environmental Laws. Except as would not reasonably be expected to have a Material Adverse Effect or as set forth in the Time of Sale Information and the Offering Memorandum, (i) the Company and its subsidiaries (x) are and, to the knowledge of the Company and each of the Guarantors,
        at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, 


         


         


        
            


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        rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under
        applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities
        associated with Environmental Laws of or relating to the Company or its subsidiaries; and (iii) (x) there are no proceedings that are, to the Company’s knowledge, pending, threatened (in writing or known by an officer of the Company or any of its subsidiaries to be threatened) or contemplated against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably
        believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any violations of Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company
        and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws in the next fiscal year.


         


        (aa)   Compliance With ERISA. Except as disclosed in the Time of Sale Information and the Offering Memorandum and except as would not reasonably be expected to have a Material Adverse Effect: (i) each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
        (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not
        limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the Code, whether or not waived, has occurred
        or is reasonably expected to occur; (iv) the fair market value of the assets of each Plan 


         


         


        
            


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        exceeds the present value of all benefits accrued under such Plan as of the end of the Company’s most recent fiscal year (determined based on those assumptions used to fund such Plan); (v) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur; and (vi) neither the Company nor any member of the Controlled Group has incurred,
        nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the PBGC, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(a)(3) of ERISA).


         


        (bb)   Disclosure Controls. The Company and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that is designed to provide reasonable assurance that information required to be disclosed by the Company in reports that it files
        or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure. The Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required
        by Rule 13a-15 of the Exchange Act.


         


        (cc)    Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that comply in all material respects with the requirements of the Exchange Act and have been designed by, or under the supervision
        of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with
        management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is
        taken with respect to any differences. Except as disclosed in each of the Time of Sale Information and the Offering Memorandum, there are no material weaknesses or significant deficiencies in the Company’s internal controls.


         


         


        
            


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        (dd)    Insurance. Except as would not reasonably be expected to have a Material Adverse Effect or as disclosed in the Time of Sale Information and the Offering Memorandum, the Company and its subsidiaries are insured by insurers of recognized financial responsibility or are self-insured against such losses and risks
        and in such amounts as are reasonable and consistent with sound business practices.


         


        (ee)    No Unlawful Payments. Neither the Company nor any of its subsidiaries nor, with due inquiry, to the knowledge of the Company and each of the Guarantors, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate
        funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.


         


        (ff)      Compliance with Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money
        laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, with due
        inquiry, to the knowledge of the Company and each of the Guarantors, threatened.


         


        (gg)    Compliance with OFAC. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S.
        Department of the Treasury.


        (hh)    No Restrictions on Subsidiaries. Except where such restrictions would not reasonably be expected to have a Material Adverse Effect, no subsidiary is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the
        Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company.


         


         


        
            


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        (ii)      No Broker’s Fees. Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against any of them or any Initial Purchaser for a brokerage commission, finder’s fee
        or like payment in connection with the offering and sale of the Securities.


         


        (jj)      Rule 144A Eligibility. On the Closing Date, the Securities will not be of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in an automated inter-dealer quotation system.


         


        (kk)    No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) has, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with
        the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.


         


        (ll)      No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no representation is made) has (i) solicited offers for, or offered or sold, the Securities by means of
        any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.


         


        (mm) Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Initial Purchasers contained in Section 1(b) (including Annex C hereto) and their compliance with their agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the Initial
        Purchasers and the offer, resale and delivery of the Securities by the Initial Purchasers in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum, to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended.


         


        (nn)    No Stabilization. Neither the Company nor any of the Guarantors has taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.


         


         


        
            


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        (oo)   Margin Rules. Neither the issuance, sale and delivery of the Securities nor the Transactions as described in each of the Time of Sale Information and the Offering Memorandum will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of
        Governors.


         


        (pp)    Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained or incorporated by reference in any of the Time of Sale Information or the Offering Memorandum has been made or reaffirmed without a reasonable basis
        or has been disclosed other than in good faith.


         


        (qq)    Statistical and Market Data. Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and market-related data included or incorporated by reference in each of the Time of Sale Information and the Offering Memorandum is not based on or derived from sources that
        are reliable and accurate in all material respects.


         


        (rr)     Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including
        Section 402 related to loans and Sections 302 and 906 related to certifications where such failure would reasonably be expected to have a Material Adverse Effect.


         


        (ss)    Pledge Designation. Upon the designation (the “Pledge Designation”) of the Securities as a “Permitted Debt Agreement” (as defined under the Pledge Agreement (the “Pledge Agreement”) dated July 17, 2008 between the Pledgors (as defined therein) and JPMorgan Chase Bank, N.A.,
        as collateral agent (the “Collateral Agent”)), the Securities will be entitled to the benefits of the Pledge Agreement and the Pledge Agreement will create with respect to the Securities, when issued, valid and perfected security interests in the equity interests of foreign subsidiaries of the Company and the Guarantors now or hereafter pledged pursuant to the Pledge Agreement (the “Pledged Assets”), subject to no prior liens other than liens permitted under the
        Indenture; and each of the representations and warranties made by the Company and the Guarantors in the Pledge Agreement will be true and correct in all material respects as of the execution of the Pledge Designation.


         


        4.        Further Agreements of the Company and the Guarantors. The Company and each of the Guarantors jointly and severally covenant and agree with each Initial Purchaser that:


         


         


        
            


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        (a)     Delivery of Copies. The Company will deliver, without charge, to the Initial Purchasers until the earlier to occur of (i) the completion of the initial offering by the Initial Purchasers of the Securities and (ii) the date that is twelve months after the date hereof, as many copies of the Preliminary
        Offering Memorandum, any other Time of Sale Information, any Issuer Written Communication and the Offering Memorandum (including all amendments and supplements thereto) as the Representatives may reasonably request.


         


        (b)     Offering Memorandum, Amendments or Supplements. Prior to the completion of the initial offering by the Initial Purchasers of the Securities and before finalizing the Offering Memorandum or making or distributing any amendment or supplement to any of the Time of Sale Information or the Offering Memorandum
        or filing with the Commission any document that will be incorporated by reference therein, the Company will furnish to the Representatives and counsel for the Initial Purchasers a copy of the proposed Offering Memorandum or such amendment or supplement or document to be incorporated by reference therein for review, and will not distribute any such proposed Offering Memorandum, amendment or supplement or file any such document with the Commission to which the Representatives reasonably
        object.


         


        (c)      Additional Written Communications. Before making, preparing, using, authorizing, approving or referring to any Issuer Written Communication, the Company will furnish to the Representatives and counsel for the Initial Purchasers a copy of such written communication for review and will not make,
        prepare, use, authorize, approve or refer to any such written communication to which the Representatives reasonably object.


         


        (d)     Notice to Representatives. Prior to the completion of the initial offering by the Initial Purchasers of the Securities, the Company will advise the Representatives promptly, and confirm such advice in writing, in the event that it becomes aware (i) of the issuance by any governmental or regulatory
        authority of any order preventing or suspending the use of any of the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum or the initiation or threatening of any proceeding for that purpose; (ii) of the occurrence of any event at any time prior to the completion of the initial offering of the Securities as a result of which any of the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum as then amended or supplemented
        would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when such Time of Sale Information, Issuer Written Communication or the Offering Memorandum is delivered to a purchaser, not misleading; and (iii) of the receipt by the Company of any notice with respect to any 


         


         


        
            


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        suspension of the qualification of the Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of any of the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum or suspending any such
        qualification of the Securities and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.


         


        (e)     Time of Sale Information. If at any time prior to the completion of the initial offering by the Initial Purchasers of the Securities, (i) any event shall occur or condition shall exist as a result of which any of the Time of Sale Information as then amended or supplemented would include any untrue
        statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) it is necessary to amend or supplement any of the Time of Sale Information to comply with law, the Company will immediately notify the Initial Purchasers thereof and forthwith prepare and, subject to paragraph (b) above, furnish to the Initial Purchasers such amendments or supplements to
        any of the Time of Sale Information (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in any of the Time of Sale Information as so amended or supplemented will not, in light of the circumstances under which they were made, be misleading or so that any of the Time of Sale Information will comply with law. 


         


        (f)       Ongoing Compliance of the Offering Memorandum. If at any time prior to the completion of the initial offering by the Initial Purchasers of the Securities (i) any event shall occur or condition shall exist as a result of which the Offering Memorandum as then amended or supplemented would include
        any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Offering Memorandum is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Offering Memorandum to comply with law, the Company will immediately notify the Initial Purchasers thereof and forthwith prepare and, subject to paragraph (b) above, furnish to the Initial
        Purchasers such amendments or supplements to the Offering Memorandum (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in the Offering Memorandum as so amended or supplemented (including such document to be incorporated by reference therein) will not, in the light of the circumstances existing when the Offering Memorandum is delivered to a purchaser, be misleading or so that the Offering Memorandum will
        comply with law.


         


         


        
            


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        (g)     Blue Sky Compliance. The Company will use its reasonable best efforts, in cooperation with the Initial Purchasers, to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions in the United States as the Representatives shall reasonably request (and in such
        foreign jurisdictions as the Company and the Initial Purchasers shall mutually agree) and will continue such qualifications in effect so long as required for the offering and resale of the Securities; provided that neither the Company nor any of the Guarantors shall be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so
        qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.


         


        (h)     Clear Market. During the period from the date hereof through and including the date that is 15 days after the Closing Date, the Company and each of the Guarantors will not, without the prior written consent of the Representatives, offer, sell, contract to sell or otherwise dispose of any debt securities
        issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.


         


        (i)       Supplying Information. While the Securities remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Company and each of the Guarantors will, during any period in which the Company is not subject to and in compliance with
        Section 13 or 15(d) of the Exchange Act, furnish to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon the request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.


         


        (j)       DTC. The Company will assist the Initial Purchasers in arranging for the Securities to be eligible for clearance and settlement through The Depository Trust Company (“DTC”).


         


        (k)      No Resales by the Company. During the one year period after the Closing Date, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that have been acquired by any of them, except for Securities purchased
        by the Company or any of its affiliates and resold in a transaction registered under the Securities Act.


         


        (l)       No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), in a transaction that
        is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.


         


         


        
            


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        (m)    No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general
        solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.


         


        (n)      No Stabilization. Neither the Company nor any of the Guarantors will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.


         


        5.       Certain Agreements of the Initial Purchasers.    Each Initial Purchaser hereby represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of, any written communication that constitutes an offer to sell or the
        solicitation of an offer to buy the Securities other than (i) the Preliminary Offering Memorandum and the Offering Memorandum, (ii) a written communication that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Offering Memorandum or the Offering Memorandum, (iii) any written communication listed on Annex A or prepared pursuant to Section 4(c) above
        (including any electronic road show), (iv) any written communication prepared by such Initial Purchaser and approved by the Company in advance in writing or (v) any written communication relating to or that contains the terms of the Securities and/or other information that was included (including through incorporation by reference) in the Preliminary Offering Memorandum or the Offering Memorandum.


         


        6.       Conditions of Initial Purchasers’ Obligations. The obligation of each Initial Purchaser to purchase Securities on the Closing Date as provided herein is subject to the performance by the Company and each of the Guarantors of their respective covenants and other obligations hereunder and to
        the following additional conditions:


         


        (a)     Representations and Warranties. The representations and warranties of the Company and the Guarantors contained herein shall be true and correct on the date hereof and on and as of the Closing Date; and the statements of the Company, the Guarantors and their respective officers made in any certificates
        delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date.


         


        (b)     No Downgrade. Subsequent to the earlier of (A) the Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in 


         


         


        
            


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        the rating accorded the Securities or any other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization”, as such term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act; and (ii) no such organization shall have publicly announced that it has under surveillance
        or review, or has changed its outlook with respect to, its rating of the Securities or of any other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).


         


        (c)      No Material Adverse Change. No event or condition of a type described in Section 3(e) hereof shall have occurred or shall exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto) and the Offering Memorandum (excluding any
        amendment or supplement thereto) the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum.


         


        (d)     Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate of an executive officer of the Company and of each Guarantor who is reasonably satisfactory to the Representatives (i) confirming that such officer has carefully reviewed the Time of Sale
        Information and the Offering Memorandum and, to the knowledge of such officer, the representations set forth in Sections 3(a) and 3(b) hereof are true and correct in all material respects, (ii) confirming that the other representations and warranties of the Company and the Guarantors in this Agreement are true and correct in all material respects and that the Company and the Guarantors have complied with all agreements and satisfied all conditions on their part to be performed or
        satisfied hereunder at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (b) and (c) above.


         


        (e)     Comfort Letters. On the date of this Agreement and on the Closing Date, PricewaterhouseCoopers LLP shall have furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Initial Purchasers, in form and substance reasonably
        satisfactory to the Representatives to the effect set forth in Annex E-1 and E-2 hereto, covering the Company and its subsidiaries containing statements and information of the type customarily included in accountants’ “comfort letters” to initial purchasers with respect to the financial statements and certain financial information contained or incorporated by reference in each of the Time of Sale Information and the Offering Memorandum;
        provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.


         


         


        
            


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        (f)       Opinion and 10b-5 Statement of Counsel for the Company. Charles G. Huber, Jr., Corporate Vice President, General Counsel and Secretary of the Company, and Bryan Cave LLP, special counsel for the Company, shall have furnished to the Representatives, at the request of the Company, his/her and its
        written opinions or 10b-5 statement, as the case may be, dated the Closing Date and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex D-1 and Annex D-2, respectively, hereto.


         


        (g)     Opinion and 10b-5 Statement of Counsel for the Initial Purchasers. The Representatives shall have received on and as of the Closing Date an opinion and 10b-5 statement of Davis Polk & Wardwell LLP, counsel for the Initial Purchasers, with respect to such matters as the Representatives may reasonably
        request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.


         


        (h)       No Legal Impediment to Issuance. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the
        Securities or the issuance of the Guarantees; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or the issuance of the Guarantees.


         


        (i)       Good Standing. The Representatives shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company and the Guarantors in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representatives may
        reasonably request, in each case in writing or any standard form of telecommunication, from the appropriate governmental authorities of such jurisdictions.


         


        (j)       Registration Rights Agreement. The Initial Purchasers shall have received a counterpart of the Registration Rights Agreement that shall have been executed and delivered by a duly authorized officer of the Company and each of the Guarantors.


         


        (k)      DTC. The Securities shall be eligible for clearance and settlement through DTC, which approval and eligibility the Initial Purchasers shall use their best efforts to facilitate.


         


         


        
            


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        (l)       Indenture and Securities. On or prior to the Closing Date, the Indenture shall have been executed and the Securities shall have been duly executed, authenticated, and issued.


         


        (m)    Pledge Designation. The Initial Purchasers shall have received fully executed copies of the Pledge Designation (such Pledge Designation in a form reasonably acceptable to the Initial Purchasers and the Collateral Agent), the Securities shall be entitled to the benefits of the Pledge Agreement upon issuance, and
        the Pledge Agreement shall create with respect to the Securities, upon issuance, valid and perfected security interests in the Pledged Assets, subject to no prior liens other than liens permitted under the Indenture.


         


        (n)     Additional Documents. On or prior to the Closing Date, the Company and the Guarantors shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request.


         


        All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Initial Purchasers.


         


        
            	
                         

                    	
                        7.

                    	
                        Indemnification and Contribution. 

                    


        


         


        (a)     Indemnification of the Initial Purchasers by the Company and the Guarantors. The Company and each of the Guarantors jointly and severally agree to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers and each person, if any, who controls such Initial Purchaser within
        the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the
        Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any
        untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser or furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use therein, it being understood and agreed 


         


         


        
            


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        that the only such information furnished by the Initial Purchasers consists of the information described as such in Section 7(b) hereto.


         


        (b)     Indemnification of the Company and the Guarantors by the Initial Purchasers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors and officers and each person, if any, who controls the Company or any
        of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by
        such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following: paragraphs 3,7 (only with respect to the sentence therein describing the intention of the Initial Purchasers to make a market in the Securities) and
        9 under the heading “Plan of distribution.”


         


        (c)      Notice and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the
        “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by
        such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person
        shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 7 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In
        any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the 


         


         


        
            


            24


             


            

        


         


        
            

        


        Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the
        named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm
        (in addition to any local counsel) for all Indemnified Persons, and that all such reasonable fees and expenses shall be reimbursed as they are incurred. Any such separate firm for any Initial Purchaser, its affiliates, directors and officers and any control persons of such Initial Purchaser shall be designated in writing jointly by the Representatives and any such separate firm for the Company, the Guarantors, their respective directors and officers and any control persons of the
        Company and the Guarantors shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the written consent of the
        Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not
        include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.


         


        (d)     Contribution. If the indemnification provided for in paragraphs (a) or (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified
        Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (x) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors on the one hand and the Initial Purchasers on the other from the offering of the Securities or (y) if the allocation provided by clause (x) is not permitted by applicable law, in such proportion as is appropriate to
        reflect not only the relative benefits referred to in clause (x) but also 


         


         


        
            


            25


             


            

        


         


        
            

        


        the relative fault of the Company and the Guarantors on the one hand and the Initial Purchasers on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.


         


        The relative benefits received by the Company and the Guarantors on the one hand and the Initial Purchasers on the other shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses but after deducting discounts and commissions) received by the Company and the Guarantors from the sale of the Securities and the total discounts and commissions
        received by the Initial Purchasers in connection therewith, in each case as provided in this Agreement, bear to the aggregate offering price of the Securities. The relative fault of the Company and the Guarantors on the one hand and the Initial Purchasers on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by (i)
        the Company or the Guarantors or (ii) by the Initial Purchasers and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.


         


        (e)     Limitation on Liability. The Company, the Guarantors and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the
        Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any reasonable legal or other expenses incurred by such Indemnified Person in
        connection with any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall an Initial Purchaser be required to contribute any amount in excess of the amount by which the total discounts and commissions received by such Initial Purchaser with respect to the offering of the Securities exceeds the amount of any damages that such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged
        omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations to contribute pursuant to this Section 7 are several in proportion to their respective purchase obligations hereunder and not joint.


         


         


        
            


            26


             


            

        


         


        
            

        


        (f)        Non-Exclusive Remedies. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.


         


        8.       Termination. This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and delivery of this Agreement and on or prior to the Closing Date (i) trading generally shall have been suspended or materially limited on the New
        York Stock Exchange or the over-the-counter market; (ii) trading of any securities issued or guaranteed by the Company, or any of the Guarantors, shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities or (iv) there shall have occurred any outbreak or escalation of hostilities or any widespread change in financial markets or any calamity or
        crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum.


         


        9.       Defaulting Initial Purchaser. (a) If, on the Closing Date, any Initial Purchaser defaults on its obligation to purchase the Securities that it has agreed to purchase hereunder, the non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Securities by other
        persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Securities on such terms. If other persons become obligated or agree to
        purchase the Securities of a defaulting Initial Purchaser, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Time of Sale Information or the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to
        the Time of Sale Information or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 9, purchases Securities that a defaulting Initial Purchaser agreed but failed to purchase.


         


         


        
            


            27


             


            

        


         


        
            

        


        (b)      If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased does not exceed one-eleventh of the aggregate
        principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Securities that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Securities that such Initial Purchaser agreed to purchase hereunder) of the Securities of such
        defaulting Initial Purchaser or Initial Purchasers for which such arrangements have not been made.


         


        (c)      If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased exceeds one-eleventh of the aggregate principal
        amount of all the Securities, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or the Guarantors, except that the Company and the Guarantors will continue to be liable for the payment of expenses as set forth in Section 10 hereof and
        except that the provisions of Section 9 hereof shall not terminate and shall remain in effect.


         


        (d)      Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company, the Guarantors or any non-defaulting Initial Purchaser for damages caused by its default.


         


        10.     Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the
        performance of their respective obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and printing of the Preliminary Offering Memorandum, any other Time of Sale Information, any Issuer Written Communication and the Offering Memorandum (including any amendment or supplement thereto) and the
        distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s and the Guarantors’ counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of such jurisdictions as the Representatives may designate 


         


         


        
            


            28


             


            

        


         


        
            

        


        and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the Initial Purchasers); (vi) any fees charged by the rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application
        fees incurred in connection with the approval of the Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors.


         


        (b)     If (i) this Agreement is terminated pursuant to Section 8, (ii) the Company for any reason fails to tender the Securities for delivery to the Initial Purchasers or (iii) the Initial Purchasers decline to purchase the Securities for any reason permitted under this Agreement, the Company and each of the Guarantors jointly and severally agrees to reimburse
        the Initial Purchasers for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Initial Purchasers in connection with this Agreement and the offering contemplated hereby and the Company shall not in any event be liable to any of the Initial Purchasers for damages on account of loss of anticipated profits from the sale of the Securities..


         


        11.     Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and any controlling persons referred to herein, and the affiliates, officers and directors of each Initial Purchaser referred to in Section 7 hereof.
        Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Initial Purchaser shall be deemed to be a successor merely by reason of such purchase.


         


        12.      Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company, the Guarantors, and the Initial Purchasers contained in this Agreement or made by or on behalf of the Company, the Guarantors or the Initial Purchasers pursuant to this Agreement
        or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company, the Guarantors, or the Initial Purchasers.


         


        13.     Certain Defined Terms. For purposes of this Agreement, (a) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act; (b) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (c)
        the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; (d) the term “Exchange Act” means the Securities Exchange Act of 1934, as amended, and 


         


         


        
            


            29


             


            

        


         


        
            

        


        the rules and regulations of the Commission thereunder; and (e) the term “written communication” has the meaning set forth in Rule 405 under the Securities Act.


         


        14.      Miscellaneous. (a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Initial
        Purchasers shall be given to J.P. Morgan Securities Inc., 270 Park Avenue, New York, New York 10017 (fax: (212)-834-6081); Attention: High Grade Syndicate Desk -Eighth Floor and to Banc of America Securities LLC, One Bryant Park, New York, NY 10036 (fax: (212) 901-7881), Attention: High Grade Debt, Capital Markets Transaction, Management/Legal. Notices to the Company and the Guarantors shall be given to them at 800 Market Street, Suite 2900, St. Louis, MO 63101 (fax: (314) 877-7729,
        Attention: Scott Monette, Treasurer.


         


        (b)     Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.


         


        (c)      Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.


         


        (d)     Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.


         


        (e)      Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.


         


        If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.


         


         


        
            


            30


             


            

        


         


        
            

        


         


        
            	
                         

                    	
                        Very truly yours,

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        RALCORP HOLDINGS, INC.

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        By:

                    	
                        /s/ S. Monette

                    
	
                         

                    	
                         

                    	
                        Name:  S. Monette

                    
	
                    	
                    	Title:     Corporate Vice President

                                and Treasurer


        


         


         


        GUARANTORS:


        
            	
                        Post Foods, LLC

                    
	
                         

                    
	
                         

                    
	
                        By:

                    	
                        /s/ S. Monette

                    
	
                        Name:  S. Monette

                    
	
                        Title:     Treasurer

                    


        


         


        
            	
                        BREMNER FOOD GROUP, INC.

                    
	
                         

                    
	
                         

                    
	
                        By:

                    	
                        /s/ S. Monette

                    
	
                        Name:  S. Monette

                    
	
                        Title:     Treasurer

                    


        


         


        
            	
                        FLAVOR HOUSE PRODUCTS, INC.

                    
	
                         

                    
	
                         

                    
	
                        By:

                    	
                        /s/ S. Monette

                    
	
                        Name:  S. Monette

                    
	
                        Title:     Treasurer

                    


        


         



         


        [Signature page to Purchase Agreement]


         


        
            


             


             


            

        


        
            

        


         


        
            	
                        NUTCRACKER BRANDS, INC.

                    
	
                         

                    
	
                         

                    
	
                        By:

                    	
                        /s/ S. Monette

                    
	
                        Name:  S. Monette

                    
	
                        Title:     Treasurer

                    


        


         


        
            	
                        RH FINANCIAL CORPORATION

                    
	
                         

                    
	
                         

                    
	
                        By:

                    	
                        /s/ S. Monette

                    
	
                        Name:  S. Monette

                    
	
                        Title:     President and Treasurer

                    


        


         


        
            	
                        RIPON FOODS, INC.

                    
	
                         

                    
	
                         

                    
	
                        By:

                    	
                        /s/ S. Monette

                    
	
                        Name:   S. Monette

                    
	
                        Title:     Treasurer

                    


        


         


        
            	
                        SUGAR KAKE COOKIE, INC.

                    
	
                         

                    
	
                         

                    
	
                        By:

                    	
                        /s/ S. Monette

                    
	
                        Name:  S. Monette

                    
	
                        Title:     Treasurer

                    


        


         



         


        [Signature page to Purchase Agreement]


         


        
            


             


             


            

        


        
            

        


         


        
            	
                        HERITAGE WAFERS, LLC

                    
	
                         

                    
	
                         

                    
	
                        By:

                    	
                        /s/ S. Monette

                    
	
                        Name:  S. Monette

                    
	
                        Title:     Treasurer

                    


        


         


        
            	
                        THE CARRIAGE HOUSE COMPANIES, INC.

                    
	
                         

                    
	
                         

                    
	
                        By:

                    	
                        /s/ S. Monette

                    
	
                        Name:  S. Monette

                    
	
                        Title:     Treasurer

                    


        


         


        
            	
                        RALCORP FROZEN BAKERY 

                        PRODUCTS, INC.

                    
	
                         

                    
	
                         

                    
	
                        By:

                    	
                        /s/ S. Monette

                    
	
                        Name:  S. Monette

                    
	
                        Title:     Treasurer

                    


        


         


        
            	
                        COMMUNITY SHOPS, INC.

                    
	
                         

                    
	
                         

                    
	
                        By:

                    	
                        /s/ S. Monette

                    
	
                        Name:  S. Monette

                    
	
                        Title:     Treasurer

                    


        


         



         


        [Signature page to Purchase Agreement]


         


        
            


             


             


            

        


        
            

        


         


        
            	
                        THE BUN BASKET, INC.

                    
	
                         

                    
	
                         

                    
	
                        By:

                    	
                        /s/ S. Monette

                    
	
                        Name:  S. Monette 

                    
	
                        Title:     Treasurer

                    


        


         


        
            	
                        LOFTHOUSE BAKERY PRODUCTS, INC.

                    
	
                         

                    
	
                         

                    
	
                        By:

                    	
                        /s/ S. Monette

                    
	
                        Name:  S. Monette

                    
	
                        Title:     Treasurer

                    


        


         


        
            	
                        MEDALLION FOODS, INC

                    
	
                         

                    
	
                         

                    
	
                        By:

                    	
                        /s/ S. Monette

                    
	
                        Name:  S. Monette

                    
	
                        Title:     Treasurer

                    


        


         


        
            	
                        PARCO FOODS, L.L.C.

                    
	
                         

                    
	
                         

                    
	
                        By:

                    	
                        /s/ S. Monette

                    
	
                        Name:  S. Monette

                    
	
                        Title:     Treasurer

                    


        


         



         


        [Signature page to Purchase Agreement


        
            


             


             


            

        


        
            

        


             


        
            	
                        COTTAGE BAKERY, INC.

                    
	
                         

                    
	
                         

                    
	
                        By:

                    	
                        /s/ S. Monette

                    
	
                        Name:  S. Monette

                    
	
                        Title:     Treasurer

                    


        


         


        
            	
                        BLOOMFIELD BAKERS, A CALIFORNIA LIMITED PARTNERSHIP

                    
	
                         

                    
	
                         

                    
	
                        By:

                    	
                        /s/ S. Monette

                    
	
                        General Partner:  Maggie

                        Acquisition Corporation  

                    
	
                        Name:  S. Monette

                    
	         Title:     Treasurer, Maggie

                                          Acquisition Corporation


        


         


        
            	
                        LOVIN OVEN, LLC

                    
	
                        By:

                    	
                        /s/ S. Monette

                    
	
                        Name:  S. Monette

                    
	
                        Title:     Treasurer

                    


        


         



         


        [Signature page to Purchase Agreement


        
            


             


             


            

        


        
            

        


         


        
            	
                        HARVEST MANOR FARMS, LLC

                    
	
                         

                    
	
                         

                    
	
                        By:

                    	
                        /s/ S. Monette

                    
	
                        Name:  S. Monette

                    
	
                        Title:     Treasurer

                    


        



         


         


        [Signature page to Purchase Agreement


        
            


             


             


            

        


        
            

        


         


         


        Accepted: August 11, 2009


         


         


        
            	
                        J.P. Morgan Securities Inc.

                    
	
                         

                    
	
                         

                    
	
                        By:

                    	
                        /s/ Robert Bottamedi

                    
	
                        Name:  Robert Bottamedi

                    
	
                        Title:     Vice President

                    


        


         


        
            	
                        Banc of America Securities LLC

                        as Initial Purchaser

                    
	
                         

                    
	
                         

                    
	
                        By:

                    	
                        /s/ Laurie G. Campbell

                    
	
                        Authorized Signatory

                    


        


         


         


         


         


         


         


         


         


         


        [Signature page to Purchase Agreement]


        
            


             


             


            

        


        
            

        


        Schedule 1


        
            	
                        Initial Purchaser

                    	
                        Principal Amount Fixed Notes Due 2039

                    


        


         


        
            	
                        J.P. Morgan Securities Inc.

                    	
                        $112,500,000

                    
	
                        Banc of America Securities LLC

                    	
                        $112,500,000

                    
	
                        Deutsche Bank Securities Inc.

                    	
                        $  25,000,000

                    
	
                        SunTrust Robinson Humphrey, Inc.

                    	
                        $  25,000,000

                    
	
                        Wells Fargo Securities, LLC

                    	
                        $  25,000,000

                    
	
                         

                    	
                         

                    
	
                        Total

                    	
                        $300,000,000

                    


        


         


         


        
            


             


             


            

        


        
            

        


        Schedule 2


         


        Company Subsidiaries


        National Oats Company


        
            	
                         

                    	
                        State of Incorporation – Nevada

                    


        


        
            	
                         

                    	
                        Shareholder – Ralcorp Holdings, Inc. – 100%

                    


        


         


        PL Financial Incorporated


        
            	
                         

                    	
                        State of Incorporation – Nevada

                    


        


        
            	
                         

                    	
                        Shareholder – Ralcorp Holdings, Inc. – 100%

                    


        


         


        RH Financial Corporation


        
            	
                         

                    	
                        State of Incorporation – Nevada

                    


        


        
            	
                         

                    	
                        Shareholder – Ralcorp Holdings, Inc. – 100%

                    


        


         


        
            	
                         

                    	
                        Bremner Food Group, Inc.

                    


        


        
            	
                         

                    	
                        State of Incorporation – Nevada

                    


        


        
            	
                         

                    	
                        Shareholder – RH Financial Corporation – 100%

                    


        


         


        
            	
                         

                    	
                        Sugar Kake Cookie Inc.

                    


        


        
            	
                         

                    	
                        State of Incorporation – Delaware

                    


        


        
            	
                         

                    	
                        Shareholder – Bremner Food Group, Inc. – 100%

                    


        


         


        
            	
                         

                    	
                        Flavor House Products, Inc.

                    


        


        
            	
                         

                    	
                        State of Incorporation – Delaware

                    


        


        
            	
                         

                    	
                        Shareholder –– Bremner Food Group, Inc. – 100%

                    


        


         


         


        
            


             


             


            

        


         


        
            

        


        
            	
                         

                    	
                        Nutcracker Brands, Inc.

                    


        


        
            	
                         

                    	
                        State of Incorporation – Georgia

                    


        


        
            	
                         

                    	
                        Shareholder – Bremner Food Group, Inc. – 100%

                    


        


         


        
            	
                         

                    	
                        Ripon Foods, Inc.

                    


        


        
            	
                         

                    	
                        State of Incorporation – Wisconsin

                    


        


        
            	
                         

                    	
                        Shareholder – Bremner Food Group, Inc. – 100%

                    


        


         


        
            	
                         

                    	
                        Heritage Wafers, LLC

                    


        


        
            	
                         

                    	
                        State of Formation – Wisconsin

                    


        


        
            	
                         

                    	
                        Member – Ripon Foods, Inc. – 100%

                    


        


         


        The Carriage House Companies, Inc.


        
            	
                         

                    	
                        State of Incorporation – Delaware

                    


        


        
            	
                         

                    	
                        Shareholder – RH Financial Corporation – 100%

                    


        


         


        Ralcorp Frozen Bakery Products, Inc. (“Ralcorp Frozen”)


        
            	
                         

                    	
                        State of Incorporation – Delaware

                    


        


        
            	
                         

                    	
                        Shareholder – RH Financial Corporation – 100%

                    


        


         


        
            	
                         

                    	
                        RAH Canada Limited Partnership

                    


        


        
            	
                         

                    	
                        Place of Formation – Province of Alberta Canada

                    


        


        
            	
                         

                    	
                        General Partner: Ralcorp Frozen (0.01%)

                    


        


        
            	
                         

                    	
                        Limited Partner: RH Financial Corporation (99.99%)

                    


        


         


         


        
            


             


             


            

        


        
            

        


        
            	
                         

                    	
                        Community Shops, Inc.

                    


        


        
            	
                         

                    	
                        State of Incorporation – Illinois

                    


        


        
            	
                         

                    	
                        Shareholder – Ralcorp Frozen – 100%

                    


        


         


        
            	
                         

                    	
                        The Bun Basket, Inc.

                    


        


        
            	
                         

                    	
                        State of Incorporation – Michigan

                    


        


        
            	
                         

                    	
                        Shareholder – Ralcorp Frozen – 100%

                    


        


         


        
            	
                         

                    	
                        Lofthouse Bakery Products, Inc.

                    


        


        
            	
                         

                    	
                        State of Incorporation – Nevada

                    


        


        
            	
                         

                    	
                        Shareholder – RH Financial Corporation – 100%

                    


        


         


        
            	
                         

                    	
                        LH Acquisition LLC

                    


        


        
            	
                         

                    	
                        State of Formation – Utah

                    


        


        
            	
                         

                    	
                        Member – Lofthouse Bakery Products, Inc. – 100%

                    


        


         


        
            	
                         

                    	
                        Medallion Foods, Inc.

                    


        


        
            	
                         

                    	
                        State of Incorporation – Arkansas

                    


        


        
            	
                         

                    	
                        Shareholder – RH Financial Corporation – 100%

                    


        


         


        
            	
                         

                    	
                        Waffle Holdings Ltd.

                    


        


        
            	
                         

                    	
                        Place of Incorporation – British Columbia, Canada

                    


        


        
            	
                         

                    	
                        Shareholder – RH Financial Corporation – 100%

                    


        


         


         


        
            


             


             


            

        


        
            

        


        Western Waffles Corp.


        
            	
                         

                    	
                        Place of Incorporation – British Columbia, Canada

                    


        


        
            	
                         

                    	
                        Shareholder – Waffle Holdings Ltd. – 100%

                    


        


         


        
            	
                         

                    	
                        Parco Foods, L.L.C.

                    


        


        
            	
                         

                    	
                        State of Formation – Delaware

                    


        


        
            	
                         

                    	
                        Member – RH Financial Corporation – 100%

                    


        


         


        
            	
                         

                    	
                        Cottage Bakery, Inc.

                    


        


        
            	
                         

                    	
                        State of Incorporation – California

                    


        


        
            	
                         

                    	
                        Shareholder – RH Financial Corporation – 100%

                    


        


         


        
            	
                         

                    	
                        Post Foods Canada Corp.

                    


        


        
            	
                         

                    	
                        Place of Incorporation – British Columbia, Canada

                    


        


        
            	
                         

                    	
                        Shareholder – RH Financial Corporation

                    


        


         


        Ralston Food Sales, Inc.


        
            	
                         

                    	
                        State of Incorporation – Nevada

                    


        


        
            	
                         

                    	
                        Shareholder – Ralcorp Holdings, Inc. – 100%

                    


        


         


        
            	
                         

                    	
                        Ralcorp Receivables Corporation

                    


        


        
            	
                         

                    	
                        State of Incorporation – Nevada

                    


        


        
            	
                         

                    	
                        Shareholder – Ralcorp Holdings, Inc. – 100%

                    


        


         


         


        
            


             


             


            

        


        
            

        


        Maggie Acquisition Corporation


        
            	
                         

                    	
                        State of Incorporation – Nevada

                    


        


        
            	
                         

                    	
                        Shareholder – Ralcorp Holdings, Inc. – 100%

                    


        


         


        
            	
                         

                    	
                        Lovin Oven, LLC

                    


        


        
            	
                         

                    	
                        State of Formation – California

                    


        


        
            	
                         

                    	
                        Member – Maggie Acquisition Corporation – 100%

                    


        


         


        
            	
                         

                    	
                        Bloomfield Bakers, A California Limited Partnership

                    


        


        
            	
                         

                    	
                        State of Incorporation – California

                    


        


        
            	
                         

                    	
                        General Partner – Maggie Acquisition Corporation – 90%

                    


        


        
            	
                         

                    	
                        Limited Partner – Aiko Acquisition Corporation – 10%

                    


        


         


        
            	
                         

                    	
                        Aiko Acquisition Corporation

                    


        


        
            	
                         

                    	
                        State of Incorporation – Nevada

                    


        


        
            	
                         

                    	
                        Shareholder – Ralcorp Holdings, Inc. – 100%

                    


        


         


        Post Foods, LLC


        
            	
                         

                    	
                        State of Formation – Delaware

                    


        


        
            	
                         

                    	
                        Member – Ralcorp Holdings, Inc. – 100%

                    


        


         


        Harvest Manor Farms, LLC


        
            	
                         

                    	
                        State of Formation – Delaware

                    


        


        
            	
                         

                    	
                        Member – Flavor House Products, Inc. – 100%

                    


        


         


         


        
            


            


             


            

        


         


         


         


        


        
            

        


        ANNEX A


        
            	
                        a.

                    	
                        Time of Sale Information

                    


        


        1.        Term sheet containing the terms of the securities, substantially in the form of Annex B.


         


         


         


         


         


        
            


            A-1


             


            

        


        
            

        


        ANNEX B


         


         


        Ralcorp Holdings, Inc.


         


        PRICING TERM SHEET


         


         


        
            	
                        Issuer:

                    	
                        Ralcorp Holdings, Inc.

                    
	
                        Security:

                    	
                        $300 million 6.625% Senior Notes due 2039 

                    
	
                        Trade Date:

                    	
                        August 11, 2009

                    
	
                        Settlement Date:

                    	
                        August 14, 2009

                    
	
                        Maturity Date:

                    	
                        August 15, 2039 

                    
	
                        Coupon:

                    	
                        6.625% per annum

                    
	
                        Interest Payment Dates:

                    	
                        Paid semi-annually on February 15th and August 15th, commencing February 15, 2010

                    
	
                        Price to Public:

                    	
                        99.702%

                    
	
                        Benchmark Treasury:

                    	
                        3.500% due February 15, 2039

                    
	
                        Benchmark Treasury Yield:

                    	
                        4.448%

                    
	
                        Spread to Benchmark Treasury:

                    	
                        +220 basis points 

                    
	
                        Yield:

                    	
                        6.648%

                    
	
                        Make-whole Call: 

                    	
                        At any time at a discount rate of Treasury plus 35 basis points

                    
	
                        CUSIP:

                    	
                        144A: 751028AD3


                        Reg S: U7499MAD3

                    
	
                        Ratings*:

                    	
                        Baa3 (Moody’s Investor Service Inc.)


                        BBB- (Standard & Poor’s Ratings Services)

                    
	
                        Joint Book-Running Managers:

                    	
                        J.P. Morgan Securities Inc.


                        Banc of America Securities LLC


                        Deutsche Bank Securities Inc.


                        SunTrust Robinson Humphrey, Inc. 


                        Wells Fargo Securities, LLC

                    


        


         


        *Security ratings reflected the views of the rating agency only. An explanation of the significance of these ratings may be obtained from the rating agency. Such ratings are not a recommendation to buy, sell or hold securities, but rather an indication of perceived creditworthiness. Any rating can be revised upward or downward or withdrawn at any time by a rating agency if it decides that the
        circumstances warrant the change. Each rating should be evaluated independently of any other rating.


         


        
            


            B-1


             


            

        


        
            

        


        


        THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS, AND ARE BEING OFFERED HEREBY ONLY TO (1) QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), AND/OR (2) NON-U.S. PERSONS IN OFFSHORE TRANSACTIONS (EACH AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND, IN EACH
        CASE, IN COMPLIANCE WITH APPLICABLE STATE OF OTHER SECURITIES LAWS.


         


         


         


         


         


         


        
            


            B-2


             


            

        


        
            

        


        ANNEX C


         


        Restrictions on Offers and Sales Outside the United States


         


        In connection with offers and sales of Securities outside the United States:


         


        (a)     Each Initial Purchaser acknowledges and agrees that the Securities have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities
        Act.


         


        (b)     Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that:


         


        (i)       Such Initial Purchaser has offered and sold the Securities, and will offer and sell the Securities, (A) as part of their distribution at any time and (B) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing Date, only in accordance with Regulation S under the
        Securities Act (“Regulation S”) or Rule 144A or any other available exemption from registration under the Securities Act.


         


        (ii)      None of such Initial Purchaser or any of its affiliates or any other person acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities, and all such persons have complied and will comply with the offering restrictions requirement of Regulation S.


         


        (iii)     At or prior to the confirmation of sale of any Securities sold in reliance on Regulation S, such Initial Purchaser will have sent to each distributor, dealer or other person receiving a selling concession, fee or other remuneration that purchase Securities from it during the distribution compliance period a confirmation or notice to
        substantially the following effect:


         


        “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering of
        the Securities and the date of original issuance of the Securities, except in accordance with Regulation S or Rule 144A or any other available exemption from registration under the Securities Act. Terms used above have the meanings given to them by Regulation S.”


         


        (iv)     Such Initial Purchaser has not and will not enter into any contractual arrangement with any distributor with respect to the distribution of the 


         


         


        
            


            C-1


             


            

        


        
            

        


        Securities, except with its affiliates or with the prior written consent of the Company.


         


        Terms used in paragraph (a) and this paragraph (b) and not otherwise defined in this Agreement have the meanings given to them by Regulation S. 


         


        (c)      Each Initial Purchaser acknowledges that no action has been or will be taken by the Company that would permit a public offering of the Securities, or possession or distribution of any of the Time of Sale Information, the Offering Memorandum, any Issuer Written Communication or any other offering or publicity material relating to the Securities, in
        any country or jurisdiction where action for that purpose is required.


         


         


         


         


        
            


            C-2