exhibit.htm


    


    Execution
Version

    
       

    

     

    Ralcorp
Holdings, Inc.

     

     

     

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

     

    $50,000,000
7.60% Senior Notes, Series 2009B, due May 28, 2021

     

     

     

     

     

    ______________

     

    Note
Purchase Agreement

     

    _____________

     

     

     

    Dated May
28, 2009

     

     

     

     

     

    
       

    

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Table
of Contents

     

    (Not a
part of the Agreement)

     

    

      
        
          	
                  SECTION

                	
                  HEADING

                	
                  PAGE

                
	 
      	 
      	 
      
	
                  SECTION
      1.     AUTHORIZATION OF 2009
NOTES

                	
                  1

                
	 
      	 
      
	
                  SECTION
      2.     SALE AND PURCHASE OF NOTES

                	
                  2

                
	 
      	 
      
	
                  Section
      2.1.

                	
                  Sale
      and Purchase of 2009 Notes

                	
                  2

                
	
                  Section
      2.2.

                	
                  Additional
      Series of Notes

                	
                  2

                
	 
      	 
      	 
      
	
                  SECTION
      3.     CLOSING

                	
                  3

                
	 
      	 
      	 
      
	
                  SECTION
      4.     CONDITIONS TO CLOSING

                	
                  3

                
	 
      	 
      	 
      
	
                  Section
      4.1.

                	
                  Representations
      and Warranties

                	
                  4

                
	
                  Section
      4.2.

                	
                  Performance;
      No Default.

                	
                  4

                
	
                  Section
      4.3.

                	
                  Compliance
      Certificates

                	
                  4

                
	
                  Section
      4.4.

                	
                  Opinions
      of Counsel

                	
                  4

                
	
                  Section
      4.5.

                	
                  Purchase
      Permitted By Applicable Law, etc

                	
                  4

                
	
                  Section
      4.6.

                	
                  Sale
      of Other Notes

                	
                  4

                
	
                  Section
      4.7.

                	
                  Payment
      of Special Counsel Fees.

                	
                  5

                
	
                  Section
      4.8.

                	
                  Private
      Placement Number

                	
                  5

                
	
                  Section
      4.9.

                	
                  Changes
      in Corporate Structure

                	
                  5

                
	
                  Section
      4.10.

                	
                  Funding
      Instructions

                	
                  5

                
	
                  Section
      4.11.

                	
                  Subsidiary
      Guarantee

                	
                  5

                
	
                  Section
      4.12.

                	
                  Pledge
      Agreement

                	
                  5

                
	
                  Section
      4.13.

                	
                  Proceedings
      and Documents

                	
                  5

                
	
                  Section
      4.14.

                	
                  Additional
      Conditions to Issuance of Additional Notes

                	
                  5

                
	 
      	 
      	 
      
	
                  SECTION
      5.     REPRESENTATIONS AND WARRANTIES OF THE
      COMPANY

                	
                  6

                
	 
      	 
      	 
      
	
                  Section
      5.1.

                	
                  Organization;
      Power and Authority

                	
                  6

                
	
                  Section
      5.2.

                	
                  Authorization,
      Etc

                	
                  6

                
	
                  Section
      5.3.

                	
                  Disclosure

                	
                  6

                
	
                  Section
      5.4.

                	
                  Organization
      and Ownership of Shares of Subsidiaries; Affiliates

                	
                  7

                
	
                  Section
      5.5.

                	
                  Financial
      Statements

                	
                  8

                
	
                  Section
      5.6.

                	
                  Compliance
      with Laws, Other Instruments, Etc

                	
                  8

                
	
                  Section
      5.7.

                	
                  Governmental
      Authorizations, Etc

                	
                  8

                
	
                  Section
      5.8.

                	
                  Litigation;
      Observance of Agreements, Statutes and Orders

                	
                  8

                
	
                  Section
      5.9.

                	
                  Taxes

                	
                  8

                
	
                  Section
      5.10.

                	
                  Title
      to Property; Leases

                	
                  9

                
	
                  Section
      5.11.

                	
                  Licenses,
      Permits, Etc

                	
                  9

                
	
                  Section
      5.12.

                	
                  Compliance
      with ERISA

                	
                  9

                


        

      


      
        
           


        

        
          i

          
            

          

        

        
           


        

      


       

      
        	
                Section
      5.13.

              	
                Private
      Offering by the Company

              	
                10

              
	
                Section
      5.14.

              	
                Use
      of Proceeds; Margin Regulations

              	
                10

              
	
                Section
      5.15.

              	
                Existing
      Debt; Future Liens

              	
                11

              
	
                Section
      5.16.

              	
                Foreign
      Assets Control Regulations, Etc

              	
                11

              
	
                Section
      5.17.

              	
                Status
      under Certain Statutes

              	
                11

              
	
                Section
      5.18.

              	
                Environmental
      Matters

              	
                12

              
	
                Section
      5.19.

              	
                Ranking
      of Notes

              	
                12

              
	
                Section
      5.20.

              	
                Subsidiary
      Guarantee

              	
                12

              
	
                Section
      5.21.

              	
                Pledge
      Agreement

              	
                13

              
	 
      	 
      	 
      
	
                SECTION
      6.     REPRESENTATIONS OF THE
      PURCHASER

              	
                13

              
	 
      	 
      	 
      
	
                Section
      6.1.

              	
                Purchase
      for Investment

              	
                13

              
	
                Section
      6.2.

              	
                Source
      of Funds

              	
                13

              
	 
      	 
      	 
      
	
                SECTION
      7.     INFORMATION AS TO COMPANY

              	
                15

              
	 
      	 
      	 
      
	
                Section
      7.1.

              	
                Financial
      and Business Information

              	
                15

              
	
                Section
      7.2.

              	
                Officer’s
      Certificate

              	
                18

              
	
                Section
      7.3.

              	
                Inspection

              	
                18

              
	 
      	 
      	 
      
	
                SECTION
      8.     PREPAYMENT OF THE NOTES

              	
                19

              
	 
      	 
      	 
      
	
                Section
      8.1.

              	
                Required
      Prepayments

              	
                19

              
	
                Section
      8.2.

              	
                Optional
      Prepayments with Make-Whole Amount

              	
                19

              
	
                Section
      8.3.

              	
                Change
      in Control

              	
                19

              
	
                Section
      8.4.

              	
                Allocation
      of Partial Prepayments

              	
                21

              
	
                Section
      8.5.

              	
                Maturity;
      Surrender, Etc

              	
                21

              
	
                Section
      8.6.

              	
                Purchase
      of Notes

              	
                21

              
	
                Section
      8.7.

              	
                Make-Whole
      Amount

              	
                22

              
	 
      	 
      	 
      
	
                SECTION
      9.     AFFIRMATIVE COVENANTS

              	
                23

              
	 
      	 
      	 
      
	
                Section
      9.1.

              	
                Compliance
      with Law

              	
                23

              
	
                Section
      9.2.

              	
                Insurance

              	
                23

              
	
                Section
      9.3.

              	
                Maintenance
      of Properties

              	
                24

              
	
                Section
      9.4.

              	
                Payment
      of Taxes and Claims

              	
                24

              
	
                Section
      9.5.

              	
                Corporate
      Existence, Etc

              	
                24

              
	
                Section
      9.6.

              	
                Notes
      to Rank Pari Passu

              	
                24

              
	
                Section
      9.7.

              	
                Subsidiary
      Guarantee; Release

              	
                25

              
	
                Section
      9.8.

              	
                Additional
      Interest

              	
                25

              
	 
      	 
      	 
      
	
                SECTION
      10.     NEGATIVE COVENANTS

              	
                25

              
	 
      	 
      	 
      
	
                Section
      10.1.

              	
                Transactions
      with Affiliates

              	
                25

              
	
                Section
      10.2.

              	
                Merger
      and Consolidation

              	
                26

              
	
                Section
      10.3.

              	
                Minimum
      Consolidated Adjusted Net Worth

              	
                27

              
	
                Section
      10.4.

              	
                Additional
      Limitations on Total Debt and Priority Debt

              	
                27

              


      


      
        
           


        

        
          ii

          
            

          

        

        
           


        

      


       

      
        	
                Section
      10.5.

              	
                Liens

              	
                27

              
	
                Section
      10.6.

              	
                Sale
      of Assets

              	
                29

              
	
                Section
      10.7.

              	
                Nature
      of Business

              	
                30

              
	
                Section
      10.8..

              	
                Terrorism
      Sanctions Regulations

              	
                30

              
	 
      	 
      	 
      
	
                SECTION
      11.     EVENTS OF DEFAULT

              	
                30

              
	 
      	 
      	 
      
	
                SECTION
      12.     REMEDIES ON DEFAULT, ETC

              	
                33

              
	 
      	 
      	 
      
	
                Section
      12.1.

              	
                Acceleration

              	
                33

              
	
                Section
      12.2.

              	
                Other
      Remedies

              	
                33

              
	
                Section
      12.3.

              	
                Rescission

              	
                33

              
	
                Section
      12.4.

              	
                No
      Waivers or Election of Remedies, Expenses, Etc

              	
                34

              
	 
      	 
      	 
      
	
                SECTION
      13.     REGISTRATION; EXCHANGE; SUBSTITUTION OF
      NOTES

              	
                34

              
	 
      	 
      	 
      
	
                Section
      13.1.

              	
                Registration
      of Notes

              	
                34

              
	
                Section
      13.2.

              	
                Transfer
      and Exchange of Notes

              	
                34

              
	
                Section
      13.3.

              	
                Replacement
      of Notes

              	
                35

              
	 
      	 
      	 
      
	
                SECTION
      14.     PAYMENTS ON NOTES

              	
                35

              
	 
      	 
      	 
      
	
                Section
      14.1.

              	
                Place
      of Payment

              	
                35

              
	
                Section
      14.2.

              	
                Home
      Office Payment

              	
                35

              
	 
      	 
      	 
      
	
                SECTION
      15.     EXPENSES, ETC

              	
                36

              
	 
      	 
      	 
      
	
                Section
      15.1.

              	
                Transaction
      Expenses

              	
                36

              
	
                Section
      15.2.

              	
                Survival

              	
                36

              
	 
      	 
      	 
      
	
                SECTION
      16.     SURVIVAL OF REPRESENTATIONS AND
      WARRANTIES; ENTIRE AGREEMENT

              	
                36

              
	 
      	 
      	 
      
	
                SECTION
      17.     AMENDMENT AND WAIVER

              	
                36

              
	 
      	 
      	 
      
	
                Section
      17.1.

              	
                Requirements

              	
                36

              
	
                Section
      17.2.

              	
                Solicitation
      of Holders of Notes

              	
                37

              
	
                Section
      17.3.

              	
                Binding
      Effect, Etc

              	
                37

              
	
                Section
      17.4.

              	
                Notes
      Held by Company, Etc

              	
                38

              
	 
      	 
      	 
      
	
                SECTION
      18.     NOTICES

              	
                38

              
	 
      	 
      	 
      
	
                SECTION
      19.     REPRODUCTION OF DOCUMENTS

              	
                38

              
	 
      	 
      	 
      
	
                SECTION
      20.     CONFIDENTIAL INFORMATION

              	
                39

              


      


      
        
           


        

        
          iii

          
            

          

        

        
           


        

      


       

      
        	
                SECTION
      21.     SUBSTITUTION OF PURCHASER

              	
                39

              
	 
      	 
      	 
      
	
                SECTION
      22.     MISCELLANEOUS

              	
                40

              
	 
      	 
      	 
      
	
                Section
      22.1.

              	
                Successors
      and Assigns

              	
                40

              
	
                Section
      22.2.

              	
                Payments
      Due on Non-Business Days

              	
                40

              
	
                Section
      22.3.

              	
                Severability

              	
                40

              
	
                Section
      22.4.

              	
                Construction

              	
                40

              
	
                Section
      22.5.

              	
                Counterparts

              	
                40

              
	
                Section
      22.6.

              	
                Governing
      Law

              	
                40

              
	
                Section
      22.7.

              	
                Jurisdiction
      and Process; Waiver of Jury Trial

              	
                41

              
	 
      	 
      	 
      
	
                Signature

              	
                42

              


      

       

      
        	
                Schedule A

              	
                —

              	
                Information
      Relating to Purchasers

              
	
                Schedule B

              	
                —

              	
                Defined
      Terms

              
	
                Schedule 5.3

              	
                —

              	
                Disclosure
      Materials

              
	
                Schedule 5.4

              	
                —

              	
                Subsidiaries
      of the Company and Ownership of Subsidiary Stock

              
	
                Schedule 5.5

              	
                —

              	
                Financial
      Statements

              
	
                Schedule 5.15

              	
                —

              	
                Existing
      Debt

              
	 
      	 
      	 
      
	
                Schedule 10.5(i)

              	
                —

              	
                Description
      of Forward Sale Agreement and Pledge Agreement Re: Vail Resorts,
      Inc.

              
	
                Exhibit 1-A

              	
                —

              	
                Form
      of 7.45% Senior Note, Series 2009A, due May 28, 2019

              
	
                Exhibit 1-B

              	
                —

              	
                Form
      of 7.60% Senior Note, Series 2009B, due May 28, 2021

              
	 
      	 
      	 
      
	
                Exhibit 4.4(a)

              	
                —

              	
                Form
      of Opinion of Charles G. Huber, General Counsel of the

              
	 
      	 
      	
                Obligors

              
	
                Exhibit 4.4(b)

              	
                —

              	
                Form
      of Opinion of Special Counsel to the Purchasers

              
	
                Exhibit 4.11

              	
                —

              	
                Form
      of Subsidiary Guarantee

              
	
                Exhibit S

              	
                —

              	
                Form
      of Supplement to Note Purchase
Agreement

              


      



    
      
        
           


        

        
          iv

          
            

          

        

        
           


        

      

    

    


    Ralcorp
Holdings, Inc.

    800
Market Street

    Suite
2900

    St.
Louis, MO  63101

     

     

    7.45% Senior
Notes, Series 2009A, due May 28, 2019

     

    7.60% Senior
Notes, Series 2009B, due May 28, 2021

     

    May 28,
2009

     

     

    To
each of the Purchasers listed in

      the
attached Schedule A:

     

    Ladies
and Gentlemen:

     

    Ralcorp
Holdings, Inc., a Missouri corporation (the “Company”),
agrees with you (“Purchaser”)
as follows:

     

    
      	
              Section 1.

            	
              Authorization
      of 2009 Notes.

            


    

     

    The
Company will authorize the issue and sale of (i) $50,000,000 aggregate
principal amount of its 7.45% Senior Notes, Series 2009A, due May 28, 2019 (the
“Series 2009A
Notes”) and (ii) $50,000,000 aggregate principal amount of its 7.60%
Senior Notes, Series 2009B, due May 28, 2021 (the “Series 2009B
Notes”, and together with the Series 2009A Notes, the “2009
Notes”).  The 2009 Notes together with each series of
Additional Notes which may from time to time be issued pursuant to the
provisions of Section 2.2 are collectively referred to as the “Notes”
(such term shall also include any such notes issued in substitution therefor
pursuant to Section 13 of this Agreement or the Other Agreements (as
hereinafter defined)).  The Series 2009A Notes and Series 2009B Notes
shall be substantially in the forms set out in Exhibits 1-A and 1-B,
respectively, with such changes therefrom, if any, as may be approved by you and
the Company.  Certain capitalized terms used in this Agreement are
defined in Schedule B; references to a “Schedule”
or an “Exhibit”
are, unless otherwise specified, to a Schedule or an Exhibit attached to this
Agreement.

     

    The
obligations of the Company hereunder and under the Notes shall be
unconditionally guaranteed under and pursuant to the terms and provisions of the
Subsidiary Guarantee, reference to which Subsidiary Guarantee is hereby
made.  The obligations of the Company hereunder and under the Notes
shall be secured pursuant to the terms and provisions of the Pledge Agreement,
reference to which Pledge Agreement is hereby made, but only to the extent that
the Company’s other Secured Debt Agreements continue to be secured under the
Pledge Agreement in accordance with Section 10.5 hereof.

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

    
      	
              Section 2. 
      

            	
              Sale
      and Purchase of Notes.

            


    

     

               
Section 2.1.     Sale and Purchase
of 2009 Notes.  Subject to the terms and conditions of this
Agreement, the Company will issue and sell to you and you will purchase from the
Company, at the Closing provided for in Section 3, 2009 Notes in the
principal amount and of the series specified opposite your name in
Schedule A at the purchase price of 100% of the principal amount
thereof.  Contemporaneously with entering into this Agreement, the
Company is entering into separate Note Purchase Agreements (the “Other
Agreements”) identical with this Agreement with each of the other
purchasers named in Schedule A (the “Other
Purchasers”), providing for the sale at such Closing to each of the Other
Purchasers of 2009 Notes in the principal amount and of the series specified
opposite its name in Schedule A.  Your obligation hereunder, and
the obligations of the Other Purchasers under the Other Agreements, are several
and not joint obligations, and you shall have no obligation under any Other
Agreement and no liability to any Person for the performance or nonperformance
by any Other Purchaser thereunder.  The Series 2009A Notes, the Series
2009B Notes and each other series of Notes issued hereunder are each herein
sometimes referred to as Notes of a “series.”

     

               
Section 2.2.     Additional Series
of Notes. The Company may, from time to time, in its sole discretion, but
subject to the terms hereof, issue and sell one or more additional series of its
promissory notes under the provisions of this Agreement pursuant to a supplement
(a “Supplement”)
substantially in the form of Exhibit S.  Each
additional series of Notes (the “Additional
Notes”) issued pursuant to a Supplement shall be subject to the following
terms and conditions:

     

                   
(i)    each series of Additional Notes, when so issued,
shall be differentiated from all previous series by sequential date and
alphabetical designation inscribed thereon;

     

                   
(ii)   Additional Notes of the same series may consist of more than
one different and separate tranches and may differ with respect to outstanding
principal amounts, maturity dates, interest rates and premiums, if any, and
price and terms of redemption or payment prior to maturity, but all such
different and separate tranches of the same series shall vote as a single class
and constitute one series;

     

                   
(iii)   each series of Additional Notes shall be dated the date of
issue, bear interest at such rate or rates, mature on such date or dates, be
subject to such mandatory and optional prepayment on the dates and at the
premiums, if any, have such additional or different conditions precedent to
closing, such representations and warranties and such additional covenants and
events of default (including covenants and/or events of default which are
similar in structure to existing covenants and/or events of default and are more
restrictive) as shall be specified in the Supplement under which such Additional
Notes are issued and upon execution of any such Supplement, this Agreement shall
be amended to incorporate such additional covenants and such additional events
of default without further action on the part of the holders of the Notes
outstanding under this Agreement, provided,
that any such additional covenants and such additional events of default shall
not diminish or reduce any existing covenants of events of default, but shall
inure to the 

     

    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

     

     

    benefit
of all holders of Notes so long as any Additional Notes issued pursuant to such
Supplement remain outstanding;

     

                   
(iv)   each series of Additional Notes issued under this Agreement
shall be in substantially the form of Exhibit 1 to Exhibit S hereto
with such variations, omissions and insertions as are necessary or permitted
hereunder;

     

                   
(v)   the minimum aggregate principal amount of any series of
Notes issued under a Supplement shall be $5,000,000 and the minimum denomination
shall be $100,000;

     

                   
(vi)   all Additional Notes shall mature more than one year after the
issuance thereof, shall constitute Debt of the Company and shall rank pari
passu  with all other outstanding Notes; and

     

                   
(vii)  no Additional Notes shall be issued hereunder if immediately
prior to the time of issuance thereof or immediately after giving effect to the
issuance and the application of the proceeds thereof, any Default or Event of
Default shall exist.

     

    
      	
              Section 3. 
      

            	
              Closing.

            


    

     

    The sale
and purchase of the 2009 Notes to be purchased by you and the Other Purchasers
shall occur at the offices of Chapman and Cutler LLP, 111 West Monroe Street,
Chicago, Illinois 60603, at 10:00 a.m., Chicago time, at a closing (the “Closing”)
on May 28, 2009 or on such other Business Day thereafter on or prior to June 2,
2009 as may be agreed upon by the Company and you and the Other
Purchasers.  At the Closing the Company will deliver to you the 2009
Notes of the series to be purchased by you in the form of a single 2009 Note of
such series (or such greater number of 2009 Notes of such series in
denominations of at least $250,000 as you may request) dated the date of the
Closing and registered in your name (or in the name of your nominee), against
delivery by you to the Company or its order of immediately available funds in
the amount of the purchase price therefor by wire transfer of immediately
available funds for the account of the Company to account number 1096726 at
JPMorgan Chase Bank, N.A., in New York, New York, ABA #021000021.  If
at the Closing the Company shall fail to tender such 2009 Notes to you as
provided above in this Section 3, or any of the conditions specified in
Section 4 shall not have been fulfilled to your reasonable satisfaction,
you shall, at your election, be relieved of all further obligations under this
Agreement, without thereby waiving any rights you may have by reason of such
failure or such nonfulfillment.

     

    
      	
              Section 4. 
      

            	
              Conditions
      to Closing.

            


    

     

    Your
obligation to purchase and pay for the 2009 Notes to be sold to you at the
Closing is subject to the fulfillment to your satisfaction, prior to or at the
Closing, of the following conditions (except that the conditions in
Section 4.14 shall be applicable only to the issuance of each series of
Additional Notes):

     

    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

     

               
Section 4.1.     Representations and
Warranties.  The representations and warranties of the Obligors
in the Financing Agreements shall be correct when made and at the time of the
Closing.

     

               
Section 4.2.    Performance; No
Default.  Each Obligor shall have performed and complied with
all agreements and conditions contained in each Financing Agreement required to
be performed or complied with by it prior to or at the Closing and after giving
effect to the issue and sale of the 2009 Notes (and the application of the
proceeds thereof as contemplated by Section 5.14) no Default or Event of
Default shall have occurred and be continuing.   Neither the
Company nor any Subsidiary shall have entered into any transaction since the
date of the Memorandum that would have been prohibited by Section 10 hereof
had such Section applied since such date.

     

               
Section 4.3.      Compliance
Certificates.

     

               
(a)           Officer’s
Certificate.  Each Obligor shall have delivered to you an
Officer’s Certificate, dated the date of the Closing, certifying that the
conditions specified in Sections 4.1, 4.2 and 4.9 have been
fulfilled.

     

               
(b)           Secretary’s
Certificate.  Each Obligor shall have delivered to you a
certificate certifying as to the resolutions attached thereto and other
corporate proceedings relating to the authorization, execution and delivery of
the Financing Agreements to which it is a party.

     

               
Section 4.4.     Opinions of
Counsel.  You shall have received opinions in form and
substance reasonably satisfactory to you, dated the date of the Closing
(a) from Charles G. Huber, Vice President and General Counsel, counsel for
the Obligors, covering the matters set forth in Exhibit 4.4(a) and covering
such other matters incident to the transactions contemplated hereby as you or
your counsel may reasonably request (and the Company hereby instructs its
counsel to deliver such opinion to you) and (b) from Chapman and Cutler
LLP, your special counsel in connection with such transactions, substantially in
the form set forth in Exhibit 4.4(b) and covering such other matters
incident to such transactions as you may reasonably
request.

     

                Section 4.5.    
Purchase Permitted
by Applicable Law, Etc.  On the date of the Closing your
purchase of 2009 Notes shall (i) be permitted by the laws and regulations
of each jurisdiction to which you are subject, without recourse to provisions
(such as section 1405(a)(8) of the New York Insurance Law) permitting
limited investments by insurance companies without restriction as to the
character of the particular investment, (ii) not violate any applicable law
or regulation (including, without limitation, Regulation T, U or X of the Board
of Governors of the Federal Reserve System) and (iii) not subject you to
any tax, penalty or liability under or pursuant to any applicable law or
regulation, which law or regulation was not in effect on the date
hereof.  If requested by you, you shall have received an Officer’s
Certificate certifying as to such matters of fact as you may reasonably specify
to enable you to determine whether such purchase is so
permitted.

     

    
                 
Section 4.6.     Sale of Other
Notes.  Contemporaneously with the Closing, the Company shall
sell to the Other Purchasers, and the Other Purchasers shall purchase the 2009
Notes to be purchased by them at the Closing as specified in
Schedule A.

    

     

    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

     

                Section 4.7.    
Payment of Special
Counsel Fees.; Without
limiting the provisions of Section 15.1, the Company shall have paid on or
before the Closing the fees, charges and disbursements of your special counsel
referred to in Section 4.4 to the extent reflected in a statement of such
counsel rendered to the Company at least one Business Day prior to the
Closing.

     

               
Section 4.8.     Private Placement
Number.  A Private Placement Number issued by Standard &
Poor’s CUSIP Service Bureau (in cooperation with the Securities Valuation Office
of the National Association of Insurance Commissioners) shall have been obtained
for each series of the 2009 Notes.

     

               
Section 4.9.     Changes in
Corporate Structure.  No Obligor shall have changed its
jurisdiction of incorporation or been a party to any merger or consolidation and
shall not have succeeded to all or any substantial part of the liabilities of
any other entity, at any time following the date of the most recent financial
statements referred to in Schedule 5.5.

     

               
Section 4.10.   Funding
Instructions.  At least three Business Days prior to the date
of the Closing, you shall have received written instructions executed by a
Responsible Officer directing the manner of the payment of the purchase price
for the 2009 Notes and setting forth (i) the name and address of the
transferee bank, (ii) such transferee bank’s ABA number, (iii) the
account name and number into which the purchase price for the 2009 Notes is to
be deposited, and (iv) the name and telephone number of the account
representative responsible for verifying receipt of such
funds.

     

                Section 4.11.   Subsidiary
Guarantee. Each of the Subsidiary Guarantors shall have executed and
delivered the Subsidiary Guarantee substantially in the form of
Exhibit 4.11 hereto.

     

              
Section 4.12.   Pledge
Agreement.  The Company shall have complied with all terms and
conditions set forth in the definition of “Permitted Debt Agreement” as defined
in the Pledge Agreement and shall have executed and delivered to the Pledgee (as
defined in the Pledge Agreement) and the Purchaser and Other Purchasers an
Officers Certificate certifying that such terms and conditions have been
satisfied.  The Company shall have delivered to the Pledgee all
counterpart signature pages to the Pledge Agreement executed and delivered by
the Purchasers and the Other Purchasers.

     

               
Section 4.13.   Proceedings and
Documents.  All corporate and other proceedings in connection
with the transactions contemplated by the Financing Agreements and all documents
and instruments incident to such transactions shall be satisfactory to you and
your special counsel, and you and your special counsel shall have received all
such counterpart originals or certified or other copies of such documents as you
or they may reasonably request.

     

    
                 
Section 4.14.   Additional
Conditions to Issuance of Additional Notes. The obligations of the
Additional Purchasers to purchase any Additional Notes shall also be subject to
the following conditions precedent, in addition to the conditions specified in
the Supplement pursuant to which such Additional Notes may be
issued:

    

     

    
      
        
           


        

        
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(a)            Compliance
Certificate.  A duly authorized Senior Financial Officer of the
Company shall execute and deliver to each Additional Purchaser and each holder
of Notes an Officer’s Certificate dated the date of issue of such series of
Additional Notes stating that such officer has reviewed the provisions of this
Agreement (including any Supplements hereto) and setting forth the information
and computations (in sufficient detail) required in order to establish whether
the Company is in compliance with the requirements of Section 10 on such
date.

     

              
(b)           Execution and
Delivery of Supplement.  The Company and each such Additional
Purchaser shall execute and deliver a Supplement substantially in the form of
Exhibit S hereto, subject to any prepayment conditions, additional
covenants and closing conditions as contemplated therein.

     

               
(c)            Representations of
Additional Purchasers.  Each Additional Purchaser shall have
confirmed in the Supplement that the representations set forth in Section 6
are true with respect to such Additional Purchaser on and as of the date of
issue of the Additional Notes.

     

    
      	
              Section 5. 
      

            	
              Representations
      and Warranties of the Company.

            


    

     

     The
Company represents and warrants to you that:

     

               
Section 5.1.     Organization; Power
and Authority.  The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Missouri,
and is duly qualified as a foreign corporation and is in good standing in each
jurisdiction in which such qualification is required by law, other than those
jurisdictions as to which the failure to be so qualified or in good standing
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.  The Company has the corporate power and
authority to own or hold under lease the properties it purports to own or hold
under lease, to transact the business it transacts and proposes to transact, to
execute and deliver this Agreement, the Other Agreements and the 2009 Notes and
to perform the provisions hereof and thereof.

     

               
Section 5.2.     Authorization,
Etc.  This Agreement, the Other Agreements, the 2009 Notes and
the Pledge Agreement have been duly authorized by all necessary corporate action
on the part of the Company, and this Agreement, the Other Agreements and the
Pledge Agreement constitutes, and upon execution and delivery thereof each 2009
Note will constitute, a legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as such
enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors’ rights generally
and (ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

    
       

                 
Section 5.3.     Disclosure.  The
Company, through its agent, SPP Capital Partners, LLC, has  delivered
to you and each Other Purchaser a copy of the Private Placement Memorandum
including all exhibits and attachments thereto, dated April 2009 (the “Memorandum”),
relating to the transactions contemplated hereby.  The Memorandum
fairly describes, in all material

    

     

    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

     

    respects,
the general nature of the business and principal properties of the Company and
its Subsidiaries.  This Agreement, the Memorandum, the documents,
certificates or other writings delivered to you by or on behalf of the Company
in connection with the transactions contemplated hereby and described on
Schedule 5.3 and the financial statements listed in Schedule 5.5 (this
Agreement, the Memorandum, the documents, certificates and other writings
described on Schedule 5.13 and the financial statements listed in
Schedule 5.5, together, the “Disclosure
Documents”), taken as a whole, do not contain any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein not misleading in light of the circumstances under which they
were made.  Except as disclosed in the Disclosure Documents, since
September 30, 2008, there has been no
change  in  the  financial condition, operations,
business or properties of the Company or any Subsidiary except changes that
individually or in the aggregate could not reasonably be expected to have a
Material Adverse Effect.  There is no fact known to the Company that
could reasonably be expected to have a Material Adverse Effect that has not been
set forth in the Disclosure Documents.

     

                Section 5.4.     
Organization and
Ownership of Shares of Subsidiaries;
Affiliates.

     

               
(a)           
Schedule 5.4 contains (except as noted therein) complete and correct lists
(i) of the Company’s Subsidiaries, showing, as to each Subsidiary, the
correct name thereof, the jurisdiction of its organization, and the percentage
of shares of each class of its capital stock or similar equity interests
outstanding owned by the Company and each other Subsidiary, (ii) of the
Company’s Affiliates, other than Subsidiaries, and (iii) of the Company’s
directors and senior officers.

     

                (b)          
All of the outstanding shares of capital stock or similar equity interests of
each Subsidiary shown in Schedule 5.4 as being owned by the Company and its
Subsidiaries have been validly issued, are fully paid and nonassessable and are
owned by the Company or another Subsidiary free and clear of any Lien (except as
otherwise disclosed in Schedule 5.4).

     

               
(c)            Each
Subsidiary identified in Schedule 5.4 is a corporation or other legal
entity duly organized, validly existing and in good standing under the laws of
its jurisdiction of organization, and is duly qualified as a foreign corporation
or other legal entity and is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as to which the
failure to be so qualified or in good standing could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse
Effect.  Each such Subsidiary has the corporate or other power and
authority to own or hold under lease the properties it purports to own or hold
under lease and to transact the business it transacts and proposes to
transact.

     

    
                 
(d)           No Subsidiary is
a party to, or otherwise subject to any legal restriction or any agreement
(other than this Agreement, the Other Agreements, the agreements listed on
Schedule 5.4 and customary limitations imposed by corporate law statutes)
restricting the ability of such Subsidiary to pay dividends out of profits or
make any other similar distributions of profits to the Company or any of its
Subsidiaries that owns outstanding shares of capital stock or similar equity
interests of such Subsidiary.

    

     

    
      
        
           


        

        
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                Section 5.5.    
Financial
Statements.  The Company has delivered to each Purchaser copies
of the financial statements of the Company and its Subsidiaries listed on
Schedule 5.5. All of said financial statements (including in each case the
related schedules and notes) fairly present in all material respects the
consolidated financial position of the Company and its Subsidiaries as of the
respective dates specified in such Schedule and the consolidated results of
their operations and cash flows for the respective periods so specified and have
been prepared in accordance with GAAP consistently applied throughout the
periods involved except as set forth in the notes thereto (subject, in the case
of any interim financial statements, to normal year-end
adjustments).

     

               
Section 5.6.     Compliance with
Laws, Other Instruments, Etc.  The execution, delivery and
performance by the Company of this Agreement, the Other Agreements, the 2009
Notes and the Pledge Agreement will not (i) contravene, result in any
breach of, or constitute a default under, or result in the creation of any Lien
in respect of any property of the Company or any Subsidiary (except for the Lien
of the Pledge Agreement) under, any indenture, mortgage, deed of trust, loan,
purchase or credit agreement, lease, corporate charter or by-laws, or any other
agreement or instrument to which the Company or any Subsidiary is bound or by
which the Company or any Subsidiary or any of their respective properties may be
bound or affected, (ii) conflict with or result in a breach of any of the
terms, conditions or provisions of any order, judgment, decree, or ruling of any
court, arbitrator or Governmental Authority applicable to the Company or any
Subsidiary or (iii) violate any provision of any statute or other rule or
regulation of any Governmental Authority applicable to the Company or any
Subsidiary.

     

              
Section 5.7.    Governmental
Authorizations, Etc.  Assuming the accuracy of (i) the
offeree letter of SPP Capital Partners, LLC and (ii) the representations of
the Purchasers in Section 6, no consent, approval or authorization of, or
registration, filing or declaration with, any Governmental Authority is required
in connection with the execution, delivery or performance by the Company of this
Agreement or the 2009 Notes.

     

               
Section 5.8.    
Litigation;
Observance of Agreements, Statutes and Orders.  (a) Except
as set forth in Schedule 5.8, there are no actions, suits or proceedings
pending or, to the knowledge of the Company, threatened against or affecting the
Company or any Subsidiary or any property of the Company or any Subsidiary in
any court or before any arbitrator of any kind or before or by any Governmental
Authority that, individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect.

     

                (b)           
Neither the Company nor any Subsidiary is in default under any term of any
agreement or instrument to which it is a party or by which it is bound, or any
order, judgment, decree or ruling of any court, arbitrator or Governmental
Authority or is in violation of any 

      applicable
law, ordinance, rule or regulation (including without limitation Environmental
Laws or the USA Patriot Act) of any Governmental Authority, which default or
violation, individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect.

       

                 
Section 5.9.     Taxes.  The
Company and its Subsidiaries have filed all tax returns that are required to
have been filed in any jurisdiction, and have paid all taxes shown to be due and
payable on such returns and all other taxes and assessments levied upon them or
their properties, assets, income or franchises, to the extent such taxes and
assessments have become due and 

    

     

    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

     

    payable
and before they have become delinquent, except for any taxes and assessments
(i) the amount of which is not individually or in the aggregate Material or
(ii) the amount, applicability or validity of which is currently being
contested in good faith by appropriate proceedings and with respect to which the
Company or a Subsidiary, as the case may be, has established adequate reserves
in accordance with GAAP.  The Company knows of no basis for any other
tax or assessment that could reasonably be expected to have a Material Adverse
Effect.  The charges, accruals and reserves on the books of the
Company and its Subsidiaries in respect of federal, state or other taxes for all
fiscal periods are adequate.  The U.S. federal income tax liabilities
of the Company and its Subsidiaries have been finally determined by the Internal
Revenue Service and paid for all fiscal years up to and including the fiscal
year ended September 30, 2006.

     

               
Section 5.10.   Title to Property;
Leases.  The Company and its Subsidiaries have good and
sufficient title to their respective properties that individually or in the
aggregate are Material, including all such properties reflected in the most
recent audited balance sheet referred to in Section 5.5 or purported to
have been acquired by the Company or any Subsidiary after said date (except as
sold or otherwise disposed of in the ordinary course of business), in each case
free and clear of Liens prohibited by this Agreement.  All leases that
individually or in the aggregate are Material are valid and subsisting and are
in full force and effect in all material respects.

     

               
Section 5.11.   Licenses, Permits,
Etc.  (a) The Company and its Subsidiaries own or possess
all licenses, permits, franchises, authorizations, patents, copyrights, service
marks, trademarks and trade names, or rights thereto, that individually or in
the aggregate are Material, without known conflict with the rights of
others.

     

               
(b)          To the best knowledge
of the Company, no product of the Company infringes in any material respect any
license, permit, franchise, authorization, patent, copyright, service mark,
trademark, trade name or other right owned by any other Person.

     

               
(c)            To the
best knowledge of the Company, there is no Material violation by any Person of
any right of the Company or any of its Subsidiaries with respect to any patent,
copyright, service mark, trademark, trade name or other right owned or used by
the Company or any of its Subsidiaries.

     

               
Section 5.12.   Compliance with
ERISA.  (a) The Company and each ERISA Affiliate have
operated and administered each Plan in compliance with all applicable laws
except for such instances of noncompliance as have not resulted in and could not
reasonably be expected to result in a Material Adverse
Effect.  Neither the Company nor any ERISA Affiliate has incurred any
liability
pursuant to Title I or IV of ERISA or the penalty or excise tax provisions
of the Code relating to employee benefit plans (as defined in Section 3 of
ERISA), and no event, transaction or condition has occurred or exists that could
reasonably be expected to result in the incurrence of any such liability by the
Company or any ERISA Affiliate, or in the imposition of any Lien on any of the
rights, properties or assets of the Company or any ERISA Affiliate, in either
case pursuant to Title I or IV of ERISA or to such penalty or excise tax
provisions or to Section 401(a)(29) or 412 of the Code, other than such
liabilities or Liens as would not be individually or in the aggregate
Material.

     

    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

     

               
(b)            The
present value of the aggregate benefit liabilities under each of the Plans
(other than Multiemployer Plans), determined as of the end of such Plan’s most
recently ended plan year on the basis of the actuarial assumptions specified for
funding purposes in such Plan’s most recent actuarial valuation report, did not
exceed the aggregate current value of the assets of such Plan allocable to such
benefit liabilities by more than $20,000,000 in the case of any single Plan and
by more than $30,000,000 in the aggregate for all
Plans.  The  term “benefit  liabilities” has the
meaning specified in section 4001 of ERISA and the terms “current value”
and “present value” have the meaning specified in section 3 of
ERISA.

     

               
(c)            The
Company and its ERISA Affiliates have not incurred withdrawal liabilities (and
are not subject to contingent withdrawal liabilities) under section 4201 or
4204 of ERISA in respect of Multiemployer Plans that individually or in the
aggregate are Material.

     

               
(d)            The
expected post-retirement benefit obligation (determined as of the last day of
the Company’s most recently ended fiscal year in accordance with Financial
Accounting Standards Board Statement No. 106, without regard to liabilities
attributable to continuation coverage mandated by section 4980B of the
Code) of the Company and its Subsidiaries was $83,971,000 as of September 30,
2008, the last valuation date.

     

               
(e)            The
execution and delivery of this Agreement and the issuance and sale of the 2009
Notes hereunder will not involve any transaction that is subject to the
prohibitions of section 406 of ERISA or in connection with which a tax
could be imposed pursuant to section 4975(c)(1)(A)-(D) of the
Code.  The representation by the Company in the first sentence of this
Section 5.12(e) is made in reliance upon and subject to (i) the
accuracy of your representation in Section 6.2 as to the sources of the
funds used to pay the purchase price of the 2009 Notes to be purchased by you
and (ii) the assumption, made solely for the purpose of making such
representation, that Department of Labor Interpretive Bulletin 75-2 with respect
to prohibited transactions remains valid in the circumstances of the
transactions contemplated herein.

     

               
Section 5.13.   Private Offering by
the Company.  Neither the Company nor anyone acting on its
behalf has offered the 2009 Notes or any similar securities for sale to, or
solicited any offer to buy any of the same from, or otherwise approached or
negotiated in respect thereof with, any Person other than you, the Other
Purchasers and not more than twenty-seven (27) other Institutional
Investors, each of which has been offered the 2009 Notes at a private sale for
investment.  Neither the Company nor anyone acting on its behalf has
taken, or will take, any action
that would subject the issuance or sale of the 2009 Notes to the registration
requirements of Section 5 of the Securities Act.

    
       

                 
Section 5.14.   Use of Proceeds;
Margin Regulations.  The Company will apply the proceeds of the
sale of the 2009 Notes to refinance existing Debt outstanding under the Bank
Agreement and for general corporate purposes.  No part of the proceeds
from the sale of the 2009 Notes hereunder will be used, directly or indirectly,
for the purpose of buying or carrying any margin stock within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System
(12 CFR 221), or for the purpose of buying or carrying or trading in
any securities under such circumstances as to involve the Company in a violation
of Regulation X of 

    

     

    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

     

    said
Board (12 CFR 224) or to involve any broker or dealer in a violation
of Regulation T of said Board (12 CFR 220).  Margin stock does
not constitute more than 1.00% of the value of the consolidated assets of the
Company and its Subsidiaries and the Company does not have any present intention
that margin stock will constitute more than 1.00% of the value of such
assets.  As used in this Section, the terms “margin stock” and
“purpose of buying or carrying” shall have the meanings assigned to them in said
Regulation U.

     

               
Section 5.15.   Existing Debt;
Future Liens.  (a) Except as described therein,
Schedule 5.15 sets forth a complete and correct list of all outstanding
Debt of the Company and its Subsidiaries as of May 22, 2009 (including a
description of the obligors and obligees, principal amount outstanding and any
collateral thereof and any Guaranty thereof), since which date there has been no
Material change in the amounts, interest rates, sinking funds, installment
payments or maturities of the Debt of the Company or its
Subsidiaries.  Neither the Company nor any Subsidiary is in default
and no waiver of default is currently in effect, in the payment of any principal
or interest on any Debt of the Company or such Subsidiary and no event or
condition exists with respect to any Debt of the Company or any Subsidiary that
would permit (or that with notice or the lapse of time, or both, would permit)
one or more Persons to cause such Debt to become due and payable before its
stated maturity or before its regularly scheduled dates of
payment.

     

               
(b)            Except as
disclosed in Schedule 5.15, neither the Company nor any Subsidiary has
agreed or consented to cause or permit in the future (upon the happening of a
contingency or otherwise) any of its property, whether now owned or hereafter
acquired, to be subject to a Lien not permitted by
Section 10.5.

     

               
Section 5.16.   Foreign Assets
Control Regulations, Etc.  Neither the sale of the 2009 Notes
by the Company hereunder nor its use of the proceeds thereof will violate the
Trading with the Enemy Act, as amended, or any of the foreign assets control
regulations of the United States Treasury Department (31 CFR, Subtitle B,
Chapter V, as amended) or any enabling legislation or executive order relating
thereto.  Without limiting the foregoing, neither the Company nor any
of its Subsidiaries (a) is or will become a Person described or designated
in the Specially Designated Nationals and Blocked Persons List of the Office of
Foreign Assets Control or in section 1 of the Anti-Terrorism Order or
(b) engages or will engage in any dealings or transactions, or be otherwise
associated, with any such Person.  

     

    
      The
Company and its Subsidiaries are in compliance, in all material respects, with
the USA Patriot Act.  No part of the proceeds from the sale of the
2009 Notes hereunder will be used, directly or indirectly, for any payment to
any governmental official or employee, political party, official of a political
party, candidate for political office or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper
advantage, in violation of the United States Foreign Corrupt Practices Act of
1977, as amended.

       

                 
Section 5.17.   Status under
Certain Statutes.  Neither the Company nor any Subsidiary is
subject to regulation under the Investment Company Act of 1940, as amended, the
Public Utility Holding Company Act of 2005, as amended, the ICC Termination Act
of 1995, as amended, or the Federal Power Act, as
amended.

    

     

    
      
        
           


        

        
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Section 5.18.   Environmental
Matters.  Neither the Company nor any Subsidiary has knowledge
of any claim or has received any notice of any claim, and no proceeding has been
instituted raising any claim against the Company or any of its Subsidiaries or
any of their respective real properties now or formerly owned, leased or
operated by any of them or other assets, alleging any damage to the environment
or violation of any Environmental Laws, except, in each case, such as could not
reasonably be expected to result in a Material Adverse Effect.  Except
as otherwise disclosed to you in writing:

     

               
(a)            neither
the Company nor any Subsidiary has knowledge of any facts which would give rise
to any claim, public or private, of violation of Environmental Laws or damage to
the environment emanating from, occurring on or in any way related to real
properties now or formerly owned, leased or operated by any of them or to other
assets or their use, except, in each case, such as could not reasonably be
expected to result in a Material Adverse Effect;

     

               
(b)            neither
the Company nor any of its Subsidiaries has stored any Hazardous Materials on
real properties now or formerly owned, leased or operated by any of them and has
not disposed of any Hazardous Materials in a manner contrary to any
Environmental Laws in each case in any manner that could reasonably be expected
to result in a Material Adverse Effect; and

     

               
(c)            all
buildings on all real properties now owned, leased or operated by the Company or
any of its Subsidiaries are in compliance with applicable Environmental Laws,
except where failure to comply could not reasonably be expected to result in a
Material Adverse Effect.

     

               
Section 5.19.   Ranking of
Notes.  The Company’s obligations under this Agreement and the
2009 Notes will, upon issuance of the 2009 Notes, rank at least pari passu
with all of its other outstanding senior unsecured
Debt.

     

     In
addition to the foregoing and not in limitation thereof, the Company’s
obligations under this Agreement and the 2009 Notes are secured by the security
interest in the Collateral (as defined in the Pledge Agreement) granted under
the Pledge Agreement and ranks at least pari passu, without preference or priority, with
all of its obligations under the other Secured Debt Agreements secured by the
Collateral. 

       

                 
Section 5.20.   Subsidiary
Guarantee.  Each Subsidiary Guarantor has
executed and delivered the Subsidiary Guarantee and the Subsidiary Guarantee
constitutes the legal, valid and binding obligation of each Subsidiary Guarantor
enforceable against each Subsidiary Guarantor in accordance with its terms,
except as such enforceability may be limited by (i) applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors’ rights generally and (ii) general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law).  Each Subsidiary of the Company which is
obligated whether by guarantee or as a direct obligor, in respect of the Bank
Agreement or any other Secured Debt Agreement is a Subsidiary Guarantor
hereunder.

    

     

    
      
        
           


        

        
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Section 5.21.   Pledge
Agreement.  The Company has satisfied all the terms and
conditions in the definition of “Permitted Debt Agreement” set forth in the
Pledge Agreement and has delivered to the Pledgee executed counterpart signature
pages thereto of each of the Purchaser and the Other Purchasers and,
accordingly, this Agreement and the Notes constitute “Permitted Debt
Agreements,” the Purchaser and the Other Purchasers are “Permitted Creditors”
and the obligations of the Company under this Agreement and the 2009 Notes
constitute “Permitted Debt Obligations” (each as defined in the Pledge
Agreement), in each case, under the Pledge Agreement.

     

    
      	
              Section 6. 
      

            	
              Representations
      of the Purchaser.

            


    

     

               
Section 6.1.     Purchase for
Investment.  You represent that you are purchasing the 2009
Notes for your own account or for one or more separate accounts maintained by
you or for the account of one or more pension or trust funds and not with a view
to the distribution thereof, provided
that the disposition of your or their property shall at all times be within your
or their control.  You understand that the 2009 Notes have not been
registered under the Securities Act and may be resold only if registered
pursuant to the provisions of the Securities Act or if an exemption from
registration is available, except under circumstances where neither such
registration nor such an exemption is required by law, and that the Company is
not required to register the 2009 Notes.

     

               
Section 6.2.     Source of
Funds.  You represent that at least one of the following
statements is an accurate representation as to each source of funds (a “Source”) to
be used by you to pay the purchase price of the 2009 Notes to be purchased by
you hereunder:

     

               
(a)           the Source
is an “insurance company general account” (as the term is defined in the United
States Department of Labor’s Prohibited Transaction Exemption (“PTE”)
95-60) in respect of which the reserves and liabilities (as defined by the
annual statement for life insurance companies approved by the National
Association of Insurance Commissioners (the “NAIC Annual
Statement”)) for the general account contract(s) held by or on behalf of
any employee benefit plan together with the amount of the reserves and
liabilities for the general account contract(s) held by or on behalf of any
other employee benefit
plans maintained by the same employer (or Affiliate thereof as defined in PTE
95-60) or by the same employee organization in the general account do not exceed
10% of the total reserves and liabilities of the general account (exclusive of
separate account liabilities) plus surplus as set forth in the NAIC Annual
Statement filed with your state of domicile; or 

     

               
(b)           the Source
is a separate account that is maintained solely in connection with your fixed
contractual obligations under which the amounts payable, or credited, to any
employee benefit plan (or is related trust) that has any interest in such
separate account (or to any participant or beneficiary of such plan (including
an annuitant)) are not affected in any manner by the investment performance of
the separate account; or

     

                (c)           the
Source is either (i) an insurance company pooled separate account, within
the meaning of PTE 90-1 or (ii) a bank collective investment fund,
within the 

    
       

    

    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

     

    meaning
of PTE 91-38 and, except as you have disclosed to the Company in writing
pursuant to this clause (c), no employee benefit plan or group of plans
maintained by the same employer or employee organization beneficially owns more
than 10% of all assets allocated to such pooled separate account or collective
investment fund; or

     

               
(d)            the Source
constitutes assets of an “investment fund” (within the meaning of Part V of
PTE 84-14 (the “QPAM
Exemption”)) managed by a “qualified professional asset manager” or
“QPAM” (within the meaning of Part V of the QPAM Exemption), no employee
benefit plan’s assets that are included in such investment fund, when combined
with the assets of all other employee benefit plans established or maintained by
the same employer or by an affiliate (within the meaning of section V(c)(1)
of the QPAM Exemption) of such employer or by the same employee organization and
managed by such QPAM, exceed 20% of the total client assets managed by such
QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are
satisfied, as of the last day of its most recent calendar quarter, the QPAM does
not own a 10% or more interest in the Company and no Person controlling or
controlled by the QPAM (applying the definition of “control” in
section V(e) of the QPAM Exemption) owns a 20% or more interest in the
Company (or less than 20% but greater than 10%, if such Person exercises control
over the management or policies of the Company by reason of its ownership
interest) and (i) the identity of such QPAM and (ii) the names of all
employee benefit plans whose assets are included in such investment fund have
been disclosed to the Company in writing pursuant to this clause (d);
or

     

               
(e)            the Source
constitutes assets of a “plan(s)” (within the meaning of Section IV of PTE
96-23 (the “INHAM
Exemption”)) managed by an “in-house asset manager” or “INHAM” (within
the meaning of Part IV of the INHAM Exemption), the conditions of Part I(a), (g)
and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person
controlling or controlled by the INHAM (applying the definition of “control” in
Section IV(d) of the INHAM Exemption) owns a 5% or more interest in the Company
and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit
plan(s) whose assets constitute the Source have been disclosed to the Company in
writing pursuant to this clause (e); or

     

                (f)            
the Source is a governmental plan; or

     

                (g)           
the Source is one or more employee benefit plans, or a separate account or trust
fund comprised of one or more employee benefit plans, each of which has been
identified to the Company in writing pursuant to this clause (g);
or

     

                (h)           
the Source does not include assets of any employee benefit plan, other than a
plan exempt from the coverage of ERISA; or

     

                (i)            
the Source does not include assets of (i) an employee benefit plan which is
subject to Title I of ERISA, (ii) a “plan” (as defined in Section 4975 of the
Code) which is subject to Section 4975 of the Code or (iii) an entity whose
underlying assets include 

     

    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

     

    plan
assets by reason of any such employee benefit plan's or plan's investment in
such entity.

     

    As used
in this Section 6.2, the terms “employee benefit plan,” “governmental plan,” and
“separate account” shall have the respective meanings assigned to such terms in
section 3 of ERISA.

     

    
      	
              Section 7. 
      

            	
              Information
      as to Company.

            


    

     

                
Section 7.1.     Financial and
Business Information.  The Company shall deliver to each holder
of Notes that is an Institutional Investor:

     

               
(a)            Quarterly
Statements —within 60 days after the end of each quarterly fiscal period
in each fiscal year of the Company (other than the last quarterly fiscal period
of each such fiscal year), duplicate copies of,

     

        (i)    
a consolidated balance sheet of the Company and its Subsidiaries as at the end
of such quarter, and

     

                               
(ii)    consolidated statements of income, changes in
shareholders’ equity and cash flows of the Company and its Subsidiaries for
such

               
quarter and (in the case of the second and third quarters) for the portion of
the fiscal year ending with such quarter,

     

    setting
forth in each case in comparative form the figures for the corresponding periods
in the previous fiscal year, all in reasonable detail, prepared in accordance
with GAAP applicable to quarterly financial statements generally, and certified
by a Senior Financial Officer as fairly presenting, in all material respects,
the financial position of the companies being reported on and their results of
operations and cash flows, subject to changes resulting from year-end
adjustments, provided
that delivery within the time period
specified above of copies of the Company’s Quarterly Report on Form 10-Q
prepared in compliance with the requirements therefor and filed with the
Securities and Exchange Commission shall be deemed to satisfy the requirements
of this Section 7.1(a); 

    
       

      (b)           
Annual
Statements —within 105 days after the end of each fiscal year of the
Company, duplicate copies of,

       

                     
(i)     a consolidated balance sheet of the Company and its
Subsidiaries, as at the end of such year, and

       

                     
(ii)    consolidated statements of income, changes in
shareholders’ equity and cash flows of the Company and its Subsidiaries, for
such year,forth in each case in comparative form the figures for the previous
fiscal year, all in reasonable detail, prepared in accordance with GAAP, and
accompanied:

       

    

    setting forth in each case in comparative
form the figures for the previous fiscal year, all in reasonable detail,
prepared in accordance with GAAP, and accompanied:

     

    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

     

    (A)          
by an opinion thereon of independent certified public accountants of recognized
national standing, which opinion shall state that such financial statements
present fairly, in all material respects, the financial position of the
companies being reported upon and their results of operations and cash flows and
have been prepared in conformity with GAAP, and that the examination of such
accountants in connection with such financial statements has been made in
accordance with generally accepted auditing standards, and that such audit
provides a reasonable basis for such opinion in the circumstances,
and

     

    (B)          
a certificate of such accountants stating that they have reviewed this Agreement
and stating further whether, in making their audit, they have become aware of
any condition or event that then constitutes a Default or an Event of Default,
and, if they are aware that any such condition or event then exists, specifying
the nature and period of the existence thereof (it being understood that such
accountants shall not be liable, directly or indirectly, for any failure to
obtain knowledge of any Default or Event of Default unless such accountants
should have obtained knowledge thereof in making an audit in accordance with
generally accepted auditing standards or did not make such an
audit),

     

    provided
that the delivery within the time period specified above of the Company’s Annual
Report on Form 10-K for such fiscal year (together with the Company’s annual
report to shareholders, if any, prepared pursuant to Rule 14a-3 under the
Exchange Act) prepared in accordance with the requirements therefor and filed
with the Securities and Exchange Commission, together with the accountant’s
certificate described in clause (B) above, shall be deemed to satisfy the
requirements of this Section 7.1(b);

     

                (c)           
SEC and Other
Reports — promptly upon their becoming available, one copy of
(i) each financial statement, report, notice or proxy statement sent by the
Company or any Subsidiary to public securities holders generally, and
(ii) each regular or periodic
report, each registration statement (without exhibits except as expressly
requested by such holder), and each prospectus and all amendments thereto filed
by the Company or any Subsidiary with the Securities and Exchange Commission and
of all press releases and other statements made available generally by the
Company or any Subsidiary to the public concerning developments that are
Material; provided,
however, that the Company shall be deemed to have made such delivery of
such reports and other information in this Section 7.1(c) if it shall have
timely made such reports and other information available (x) on “EDGAR” (the
electronic
disclosure system for the receipt, storage, retrieval and dissemination
of public documents filed with the SEC) or (y) on its home page on the worldwide
web (at the date of this Agreement located at: http//www.ralcorp.com) and, in
each case, shall have given each holder prior notice of such availability (which
such notice may be made by electronic mail to any holder of Notes who has
provided the Company one or more email addresses as set forth in its Schedule
A);

     

               
(d)          
Notice of
Default or Event of Default — promptly, and in any event within five days
after a Responsible Officer becoming aware of the existence of any Default or



    
      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

     

    
      Event of
Default or that any Person has given any notice or taken any action with respect
to a claimed default hereunder or that any Person has given any notice or taken
any action with respect to a claimed default of the type referred to in
Section 11(f), a written notice specifying the nature and period of
existence thereof and what action the Company is taking or proposes to take with
respect thereto;

       

                 
(e)            ERISA
Matters — promptly, and in any event within five days after a Responsible
Officer becoming aware of any of the following, a written notice setting forth
the nature thereof and the action, if any, that the Company or an ERISA
Affiliate proposes to take with respect thereto:

    

    
                           
(i)     with respect to any Plan, any reportable event,
as defined in section 4043(c) of ERISA and the regulations thereunder, for
which

            
   notice thereof
has not been waived pursuant to such regulations as in effect on the date
hereof; or

     

                               
(ii)     the taking by the PBGC of steps to institute, or
the threatening by the PBGC of the institution of, proceedings under
section 4042 of 

               
ERISA for the termination of, or the appointment of a trustee to administer, any
Plan, or the receipt by the Company or any ERISA Affiliate of a
notice

               
from a Multiemployer Plan that such action has been taken by the PBGC with
respect to such Multiemployer Plan; or

     

                               
(iii)    any event, transaction or condition that could result in
the incurrence of any liability by the Company or any ERISA Affiliate pursuant
to

               
Title I or IV of ERISA or the penalty or excise tax provisions of the Code
relating to employee benefit plans, or in the imposition of any Lien on any of
the

                rights,
properties or assets of the Company or any ERISA Affiliate pursuant to Title I
or IV of ERISA or such penalty or excise tax provisions, if such


               
liability or Lien, taken
together with any other such liabilities or Liens then existing, could
reasonably be expected to have a Material Adverse
Effect;

     

               
(f)            
Notices from Governmental Authority — promptly, and in any event within 30 days
of receipt thereof, copies of any notice to the Company or any Subsidiary from
any federal or state Governmental Authority relating to any order, ruling,
statute or other law or regulation that could reasonably be expected to
have a Material Adverse Effect;

     

               
(g)           
Supplements  — promptly and in any event within 10 Business Days after
the execution and delivery of any Supplement, a copy thereof; and

     

               
(h)            Requested
Information — with reasonable promptness, such other data and information
relating to the business, operations, affairs, financial condition, assets
or properties of the Company or any of its Subsidiaries or relating to the
ability of the Company to perform its obligations hereunder and under the
Notes as from time to time may be reasonably requested by any such holder of
Notes.

     

    
      
        
           


        

        
          17

          
            

          

        

        
           


        

      

    

     

               
Section 7.2.     Officer’s
Certificate.  Each set of financial statements delivered to a
holder of Notes pursuant to Section 7.1(a) or Section 7.1(b) hereof
shall be accompanied by a certificate of a Senior Financial Officer setting
forth:

     

              
(a)           Covenant
Compliance — the information (including detailed calculations) required
in order to establish whether the Company was in compliance with the
requirements of Sections 10.3 through 10.6 hereof, inclusive, and any other
financial covenant added pursuant to any Supplement, during the quarterly or
annual period covered by the statements then being furnished (including with
respect to each such Section, where applicable, the calculations of the maximum
or minimum amount, ratio or percentage, as the case may be, permissible under
the terms of such Sections, and the calculation of the amount, ratio or
percentage then in existence); and

    
                 


    

               
(b)           Event of
Default — a statement that such officer has reviewed the relevant terms
hereof and has made, or caused to be made, under his or her supervision, a
review of the transactions and conditions of the Company and its Subsidiaries
from the beginning of the quarterly or annual period covered by the statements
then being furnished to the date of the certificate and that such review shall
not have disclosed the existence during such period of any condition or event
that constitutes a Default or an Event of Default or, if any such condition or
event existed or exists (including, without limitation, any such event or
condition resulting from the failure of the Company or any Subsidiary to comply
with any Environmental Law), specifying the nature and period of existence
thereof and what action the Company shall have taken or proposes to take with
respect thereto.

     

               
Section 7.3.      Inspection.  The
Company shall permit the representatives of each holder of Notes that is an
Institutional Investor:

     

               
(a)            No Default
— if no Default or Event of Default then exists, at the expense of such holder
and upon reasonable prior notice to the Company, to visit the principal
executive office of the Company, to discuss the affairs, finances and accounts
of the Company and its Subsidiaries with the Company’s officers, and (with the
consent of the Company, which consent will not be unreasonably withheld) its
independent public accountants, and (with the consent of the Company, which
consent will not be unreasonably withheld) to visit the other offices and
properties of the Company and each Subsidiary, all at such reasonable times and
as often as may be reasonably requested in writing; and 

       

                 
(b)            Default —
if a Default or Event of Default then exists, at the expense of the Company to
visit and inspect any of the offices or properties of the Company or any
Subsidiary, to examine all their respective books of account, records, reports
and other papers, to make copies and extracts therefrom, and to discuss their
respective affairs, finances and accounts with their respective officers and
independent public accountants (and by this provision the Company authorizes
said accountants to discuss the affairs, finances and accounts of the Company
and its Subsidiaries), all at such times and as often as may be
requested.

    

     

    
      
        
           


        

        
          18

          
            

          

        

        
           


        

      

    

     

    
      	
              Section 8. 

            	
              Prepayment
      of the Notes.

            


    

     

               
Section 8.1.    Required
Prepayments.  Except as otherwise provided in this
Section 8 and in Section 12.1, the 2009 Notes are not subject to
mandatory prepayments of principal. The entire outstanding principal amount of
the Series 2009A Notes, together with all accrued and unpaid interest thereon,
shall be due and payable on May 28, 2019.  The entire outstanding
principal amount of the Series 2009B Notes, together with all accrued and unpaid
interest thereon, shall be due and payable on May 28,
2021.

     

               
Section 8.2.     Optional
Prepayments with Make-Whole Amount.  The Company may, at its
option, upon notice as provided below, prepay at any time all, or from time to
time any part of, the 2009 Notes, in an amount not less than ten percent (10%)
of the aggregate principal amount of the 2009 Notes then outstanding in the case
of a partial prepayment, at 100% of the principal amount so prepaid, and the
Make-Whole Amount determined for the prepayment date with respect to such
principal amount.  The Company will give each holder of 2009 Notes
written notice of each optional prepayment under this Section 8.2 not less
than 30 days and not more than 60 days prior to the date fixed for such
prepayment.  Each such notice shall specify such date (which shall be
a Business Day), the aggregate principal amount of the 2009 Notes to be prepaid
on such date, the principal amount of each 2009 Note held by such holder to be
prepaid (determined in accordance with Section 8.4), and the interest to be
paid on the prepayment date with respect to such principal amount being prepaid,
and shall be accompanied by a certificate of a Senior Financial Officer as to
the estimated Make-Whole Amount due in connection with such prepayment
(calculated as if the date of such notice were the date of the prepayment),
setting forth the
details of such computation.  Two Business Days prior to such
prepayment, the Company shall deliver to each holder of 2009 Notes a certificate
of a Senior Financial Officer specifying the calculation of such Make-Whole
Amount as of the specified prepayment date.

     

    
                 
Section 8.3.      Change in
Control.

       

                 
(a)           Notice of Change in
Control or Control Event.  The Company will, within five (5)
Business Days after any Responsible Officer has knowledge of the occurrence of
any Change in Control or Control Event, give written notice of such Change in
Control or Control Event to each holder of 2009 Notes unless
notice in respect of such Change in Control (or the Change in Control
contemplated by such Control Event) shall have been given pursuant to Section
8.3(b).  If a Change in Control has occurred, such notice shall
contain and constitute an offer to prepay the 2009 Notes as described in Section
8.3(c) hereof and shall be accompanied by the certificate described in Section
8.3(f).

       

                  (b)          
Conditions to
Company Action.  The Company will not take any action that
consummates or finalizes a Change in Control unless at least fifteen (15) days
prior to such action it shall have given to each holder of 2009 Notes written
notice containing and constituting an offer to prepay 2009 Notes as described in
Section 8.3(c), accompanied by the certificate described in
Section 8.3(f).

       

                 
(c)            Offer to Prepay
2009 Notes.  The offer to prepay 2009 Notes contemplated by
paragraphs (a) and (b) of this Section 8.3 shall be an offer to prepay, in
accordance with and 

    

     

    
      
        
           


        

        
          19

          
            

          

        

        
           


        

      

    

     

    subject
to this Section 8.3, all, but not less than all, the 2009 Notes held by
each holder (in this case only, “holder” in respect of any 2009 Note registered
in the name of a nominee for a disclosed beneficial owner shall mean such
beneficial owner) on a date specified in such offer (the “Proposed
Prepayment Date”) which shall be the next Interest Payment Date which is
at least 15 days after the date of the notice of prepayment.

     

               
(d)           Acceptance.  A
holder of 2009 Notes may accept the offer to prepay made pursuant to this
Section 8.3 by causing a notice of such acceptance to be delivered to the
Company at least five (5) Business Days prior to the Proposed Prepayment
Date.  A failure by a holder of 2009 Notes to respond to an offer to
prepay made pursuant to this Section 8.3 shall be deemed to constitute a
rejection of such offer by such holder.

     

                (e)          
Prepayment.  Prepayment
of the 2009 Notes to be prepaid pursuant to this Section 8.3 shall be at
100% of the principal amount of the 2009 Notes together with accrued and unpaid
interest thereon and without any Make-Whole Amount.  The prepayment
shall be made on the Proposed Prepayment Date.

     

               
(f)            Officer’s
Certificate.  Each offer to prepay the 2009 Notes pursuant to
this Section 8.3 shall be accompanied by a certificate, executed by the Senior
Financial Officer of the Company and dated the date of such offer,
specifying:  (i) the Proposed Prepayment Date; (ii) that such offer is
made pursuant to this Section 8.3; (iii) the principal amount of each 2009 Note
offered to be prepaid; (iv) the interest that would be due on each 2009 Note
offered to be prepaid, accrued
to the Proposed Prepayment Date; (v) that the conditions of Section 8.3(a) or
(b) have been fulfilled; and (vi) in reasonable detail, the nature and date or
proposed date of the Change in Control.

     

               
(g)           Certain
Definitions. “Change in
Control” shall be deemed to have occurred if (a) any person (as such
term is used in Section 13(d) and Section 14(d)(2) of the Exchange Act
as in effect on the date of the Closing) or related persons constituting a group
(as such term is used in Rule 13d-5 under the Exchange Act), other than a
group including, and under the general supervision of, one or more members of
the Excluded Group: 

       

                     
(i)     become the “beneficial owners” (as such term is used
in Rule 13d-3 under the Exchange Act as in effect on the date of the
Closing), directly or indirectly, of more than 50% of the total voting power of
all classes then outstanding of the voting stock or membership or other equity
interests of the Company, or

       

                      (ii)   
acquire after the date of the Closing (x) the power to elect, appoint or cause
the election or appointment of at least a majority of the members of the board
of directors of the Company, through beneficial ownership of the capital stock
of the Company or otherwise, or (y) all or substantially all of the properties
and assets of the Company; or

       

                 
(b)            a “change
of control” (as defined therein) occurs under any of the Company’s other
outstanding indebtedness

    

     

    
      
        
           


        

        
          20

          
            

          

        

        
           


        

      

    

     

    “Control
Event” means:

     

                   
(i)      the execution by the Company or an Affiliate
of any agreement or letter of intent with respect to any proposed transaction or
event or series of transactions or events which, individually or in the
aggregate, may reasonably be expected to result in a Change in
Control,

     

                    (ii)     the
execution of any written agreement which, when fully performed by the parties
thereto, would result in a Change in Control, or

     

                   
(iii)    the making of any written offer by any person (as such
term is used in Section 13(d) and Section 14(d)(2) of the Exchange Act
as in effect on the date of the Closing) or related persons constituting a group
(as such term is used in Rule 13d-5 under the Exchange Act as in effect on the
date of the Closing) to the holders of the outstanding equity of the Company,
which offer, if accepted by the requisite number of holders, would result in a
Change in Control.

     

    “Excluded
Group” means and includes the Chairman of the Company (as of the date of
Closing) ad the individuals described in Item 4A of Part I of the 2008
Annual Report of the Company.

     

    
                 
(h)           All calculations
contemplated in this Section 8.3 involving the capital stock or other
equity interest of any Person shall be made with the assumption that all
convertible securities of such Person then outstanding and all convertible
securities issuable upon the exercise of any warrants, options and other rights
outstanding at such time were converted at such time and that all options,
warrants and similar rights to acquire shares of capital stock or other equity
interest of such Person were exercised at such time.

       

                 
Section 8.4.     Allocation of
Partial Prepayments.  In the case of each partial prepayment of
the 2009 Notes pursuant to Section 8.2, the principal amount of the 2009
Notes to be prepaid shall be allocated among all of the 2009 Notes at the time
outstanding in proportion, as nearly as practicable, to the respective unpaid
principal amounts thereof not theretofore called for
prepayment.

       

                 
Section 8.5.      Maturity;
Surrender, Etc.  In the case of each prepayment of 2009 Notes
pursuant to this Section 8, the principal amount of each 2009 Note to be
prepaid shall mature and become due and payable on the date fixed for such
prepayment (which shall be a Business Day), together with interest on such
principal amount accrued to such date and the applicable Make-Whole Amount, if
any.  From and after such date, unless the Company shall fail to pay
such principal amount when so due and payable, together with the interest and
Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall
cease to accrue.  Any 2009 Note paid or prepaid in full shall be
surrendered to the Company and cancelled and shall not be reissued, and no 2009
Note shall be issued in lieu of any prepaid principal amount of any 2009
Note.  

       

                 
Section 8.6.     Purchase of
Notes.  The Company will not and will not permit any Affiliate
to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of
the outstanding 

    

     

    
      
        
           


        

        
          21

          
            

          

        

        
           


        

      

    

     

    2009
Notes except upon the payment or prepayment of the 2009 Notes in accordance with
the terms of this Agreement and the 2009 Notes.  The Company will
promptly cancel all 2009 Notes acquired by it or any Affiliate pursuant to any
payment, prepayment or purchase of 2009 Notes pursuant to any provision of this
Agreement and no 2009 Notes may be issued in substitution or exchange for any
such 2009 Notes.

     

                
Section 8.7.     Make-Whole
Amount.

     

    “Make-Whole
Amount” means, with respect to each 2009 Note, an amount equal to the
excess, if any, of the Discounted Value of the Remaining Scheduled Payments with
respect to the Called Principal of such 2009 Note over the amount of such Called
Principal, provided
that the Make-Whole Amount may in no event be less than zero.  For the
purposes of determining the Make-Whole Amount with respect to each 2009 Note,
the following terms have the following meanings:

     

    “Called
Principal” means, with respect to any 2009 Note, the principal of such
2009 Note that is to be prepaid pursuant to Section 8.2 or has become or is
declared to be immediately due and payable pursuant to Section 12.1, as the
context requires.

     

    
      “Discounted
Value” means, with respect to the Called Principal of any 2009 Note, the
amount obtained by discounting all Remaining Scheduled Payments with respect to
such Called Principal from their respective scheduled due dates to the
Settlement Date with respect to such Called Principal, in accordance with
accepted financial practice and at a discount factor (applied on the same
periodic basis as that on which interest on the 2009 Notes is payable) equal to
the Reinvestment Yield with respect to such Called
Principal.

       

      “Reinvestment
Yield” means, with respect to the Called Principal of any 2009 Note,
0.50% over the yield to maturity implied by (i) the yields reported as of
10:00 A.M. (New York City time) on the second Business Day preceding the
Settlement Date with respect to such Called Principal, on the display designated
as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg
Financial Markets for the most recently issued actively traded on the run U.S.
Treasury Securities having a maturity equal to the Remaining Average Life of
such Called Principal as of such Settlement Date, or (ii) if such yields
are not reported as of such time or the yields reported as of such time are not
ascertainable (including by way of interpolation), the Treasury Constant
Maturity Series Yields reported, for the latest day for which such yields have
been so reported as of the second Business Day preceding the Settlement Date
with respect to such Called Principal, in Federal Reserve Statistical Release
H.15 (or any comparable successor publication) for U.S. Treasury Securities
having a constant maturity equal to the Remaining Average Life of such Called
Principal as of such Settlement Date.  In the case of each
determination under clause (i) or clause (ii), as the case may be, of the
preceding paragraph, such implied yield will be determined, if necessary, by
(a) converting U.S. Treasury bill quotations to bond equivalent yields in
accordance with accepted financial practice and (b) interpolating linearly
between (1) the applicable U.S. Treasury Security with the maturity closest
to and greater than such Remaining Average Life and (2) the applicable U.S.
Treasury Security with the maturity closest to and less than such Remaining
Average Life.  The Reinvestment Yield shall be


    

     

    
      
        
           


        

        
          22

          
            

          

        

        
           


        

      

    

     

    rounded
to the number of decimal places as appears in the interest rate of the
applicable 2009 Note.

     

    “Remaining Average
Life” means, with respect to any Called Principal, the number of years
(calculated to the nearest one-twelfth year) obtained by dividing (i) such
Called Principal into (ii) the sum of the products obtained by multiplying
(a) the principal component of each Remaining Scheduled Payment with
respect to such Called Principal by (b) the number of years (calculated to
the nearest one-twelfth year) that will elapse between the Settlement Date with
respect to such Called Principal and the scheduled due date of such Remaining
Scheduled Payment.

     

    “Remaining
Scheduled Payments” means, with respect to the Called Principal of any
2009 Note, all payments of such Called Principal and interest thereon that would
be due after the Settlement Date with respect to such Called Principal if no
payment of such Called Principal were made prior to its scheduled due date,
provided
that if such Settlement Date is not a date on which interest payments are due to
be made under the terms of the 2009 Notes, then the amount of the next
succeeding scheduled interest payment will be reduced by the amount of interest
accrued to such Settlement Date and required to be paid on such Settlement Date
pursuant to Section 8.2 or Section 12.1.

     

    Settlement
Date” means, with respect to the Called Principal of any 2009 Note, the
date on which such Called Principal is to be prepaid pursuant to
Section 8.2 or has become or is declared to be immediately due and payable
pursuant to Section 12.1, as the context requires. 

       

      
        	
                Section 9. 
      

              	
                Affirmative
      Covenants.

              


      

       

      The
Company covenants that so long as any of the Notes are outstanding:

       

                 
Section 9.1.     Compliance with
Law.  The Company will, and will cause each of its Subsidiaries
to, comply with all laws, ordinances or governmental rules or regulations to
which each of them is subject, including, without limitation, Environmental
Laws, and will obtain and maintain in effect all licenses, certificates,
permits, franchises and other governmental authorizations necessary to the
ownership of their respective properties or to the conduct of their respective
businesses, in each case to the extent necessary to ensure that non-compliance
with such laws, ordinances or governmental rules or regulations or failures to
obtain or maintain in effect such licenses, certificates, permits, franchises
and other governmental authorizations could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse
Effect.

       

                 
Section 9.2.     Insurance.  The
Company will, and will cause each of its Subsidiaries to, maintain, with
financially sound and reputable insurers, insurance with respect to their
respective properties and businesses against such casualties and contingencies,
of such types, on such terms and in such amounts (including deductibles,
co-insurance and self-insurance, if adequate reserves are maintained with
respect thereto) as is customary in the case of entities of established
reputations engaged in the same or a similar business and similarly
situated.

    

     

    
      
        
           


        

        
          23

          
            

          

        

        
           


        

      

    

     

                Section 9.3.     
Maintenance of
Properties.  The Company will, and will cause each of its
Subsidiaries to, maintain and keep, or cause to be maintained and kept, their
respective properties in good repair, working order and condition (other than
ordinary wear and tear), so that the business carried on in connection therewith
may be properly conducted at all times, provided
that this Section shall not prevent the Company or any Subsidiary from
discontinuing the operation and the maintenance of any of its properties if such
discontinuance is desirable in the conduct of its business and the Company has
concluded that such discontinuance could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse
Effect.

     

               
Section 9.4.      Payment of Taxes
and Claims.  The Company will, and will cause each of its
Subsidiaries to, file all tax returns required to be filed in any jurisdiction
and to pay and discharge all taxes shown to be due and payable on such returns
and all other taxes, assessments, governmental charges, or levies imposed on
them or any of their properties, assets, income or franchises, to the extent
such taxes and assessments have become due and payable and before they have
become delinquent and all claims for which sums have become due and payable that
have or might become a Lien on properties or assets of the Company or any
Subsidiary, provided
that neither the Company nor any Subsidiary need pay any such tax or assessment
or claims if (i) the amount, applicability or validity thereof is contested
by the Company or such Subsidiary on a timely basis in good faith and in
appropriate proceedings, and the Company or a Subsidiary has established
adequate reserves therefor in accordance with GAAP on the books of the Company
or such Subsidiary or (ii) the nonpayment of all such taxes and assessments
in the aggregate could not reasonably be expected to have a Material Adverse
Effect.

     

    
                 
Section 9.5.      Corporate
Existence, Etc.  The Company will at all times preserve and
keep in full force and effect its corporate existence.  Subject to
Sections 10.2 and 10.6, the Company will at all times preserve and keep in
full force and effect the corporate existence of each of its Subsidiaries
(unless merged into the Company or a Subsidiary) and all rights and franchises
of the Company and its Subsidiaries unless, in the good faith judgment of
the Company, the termination of or failure to preserve and keep in full force
and effect such corporate existence, right or franchise could not, individually
or in the aggregate, have a Material Adverse Effect.

       

                 
Section 9.6.      Notes to Rank Pari
Passu.  The Notes shall at all times shall remain direct and
(subject to any applicable requirement of Section 10.5) unsecured
obligations of the Company ranking pari passu
with all other Notes from time to time issued and outstanding hereunder without
any preference among themselves and pari passu
with all other present and future unsecured Debt of the Company (subject to any
applicable requirement of Section 10.5) which is not expressed to be
subordinate or junior in rank to any other unsecured Debt of the
Company.

       

      In
addition to the foregoing and not in limitation thereof, so long as the
Company’s obligations under this Agreement and the Notes are secured by the
security interest in the Collateral (as defined in the Pledge Agreement) granted
under the Pledge Agreement, the Company’s obligations under this Agreement and
the Notes will rank at least pari passu,
without preference or priority, with all of its obligations under the other
Secured Debt Agreements secured by the Collateral.  Notwithstanding
the foregoing, it is understood that pursuant to the terms and conditions of the
Pledge Agreement and in accordance with Section 10.5 hereof, the


    

     

    
      
        
           


        

        
          24

          
            

          

        

        
           


        

      

    

     

    Collateral
may be released and the Pledge Agreement may be terminated so long as the other
Secured Debt Agreements are no longer secured
thereby.   

     

               
Section 9.7.     
Subsidiary
Guarantee; Release. (a) The
Company will ensure at all times that any Subsidiary that has outstanding a
Guaranty or direct liability with respect to the Bank Agreement or a Guaranty or
direct liability with respect to any or all other present or future Debt of the
Company is a Subsidiary Guarantor.

     

               
(b)            The
Company will cause each Subsidiary that is required to become a Subsidiary
Guarantor after the date of the Closing to execute and deliver the Subsidiary
Guarantee or the Subsidiary Guarantee Supplement, as applicable (within 30 days
of such Subsidiary being required to become a Subsidiary
Guarantor).

     

                (c)           
Notwithstanding anything in this Agreement, in the Subsidiary Guarantee or in
any Subsidiary Guarantee Supplement to the contrary, upon notice by the Company
to each holder of a Note (which notice shall contain a certification by the
Company as to the matters specified in clauses (i) and (ii) below), any
Subsidiary Guarantor specified in such notice shall cease to be a Subsidiary
Guarantor and shall be automatically released from its obligations under the
Subsidiary Guarantee (without the need for the execution or delivery of any
other document by 

      the
holders of Notes or any other Person) if, as at the date of such notice and
after giving effect to such release, (i) no Default or Event of Default shall
have occurred and be continuing, and (ii) such Subsidiary Guarantor shall not
have outstanding a Guaranty or direct liability with respect to any Debt of the
Company.

       

      
                   
Section 9.8.     Additional
Interest.  If the Leverage Ratio exceeds 3.5 to 1.0 as of the
end of any fiscal quarter of the Company (each, a “High Leverage
Quarter”), then, in addition to all other interest accruing thereon (and
all rights and remedies of the holders in the event the Leverage Ratio exceeds
4.00 to 1.00), additional interest in the amount of 0.50% shall accrue on each
series of Notes (including all outstanding 2009 Notes and Additional Notes),
commencing on the first day of the first fiscal quarter following each such High
Leverage Quarter and continuing until the Company has provided an Officer’s
Certificate pursuant to Section 7.2(a) demonstrating that, as of the end of the
fiscal quarter in respect of which such Officer’s Certificate is delivered, the
Leverage Ratio is not more than 3.5 to 1.0.  Following delivery of an
Officer’s Certificate demonstrating that the Leverage Ratio did not exceed 3.5
to 1.0, the additional 0.50% interest shall cease to accrue or be payable for
any fiscal quarter subsequent to the fiscal quarter in respect of which such
Officer’s Certificate was delivered.

         

        
          	
                  Section 10. 
      

                	
                  Negative
      Covenants.

                


        

         

        The
Company covenants that so long as any of the Notes are outstanding:

         

                   
Section 10.1.   Transactions with
Affiliates. The
Company will not, and will not permit any Subsidiary to, enter into directly or
indirectly any transaction or Material group of related transactions (including
without limitation the purchase, lease, sale or exchange of properties of any
kind or the rendering of any service) with any Affiliate (other than the Company
or another Subsidiary), except in the ordinary course and pursuant to the
reasonable requirements of the 

      

    

     

    
      
        
           


        

        
          25

          
            

          

        

        
           


        

      

    

     

    Company’s
or such Subsidiary’s business and upon fair and reasonable terms no less
favorable to the Company or such Subsidiary than would be obtainable in a
comparable arm’s-length transaction with a Person not an Affiliate.

     

               
Section 10.2.    Merger and
Consolidation. The
Company will not, and will not permit any of its Subsidiaries to, merge or
consolidate with or into any other Person or convey, transfer or lease all or
substantially all of its assets in a single transaction or series of
transactions to any Person except:

     

               
(a)            any
Subsidiary may merge or consolidate with or into the Company or convey all or
substantially all of its assets to the Company, provided
that the Company is the continuing or surviving corporation and
immediately prior to, and immediately after giving effect to, such transaction,
no Default or Event of Default would exist;

     

               
(b)            any
Subsidiary may merge or consolidate with or into another Subsidiary or convey
all or substantially all of its assets to such other Subsidiary, provided
that immediately prior to, and immediately after giving effect to, such
transaction, no Default or Event of Default would exist;

     

                (c)           
any Subsidiary (i) may merge or consolidate with or into any other
corporation, provided
that such Subsidiary is the surviving corporation and immediately prior
to, and immediately after giving effect to such transaction, no Default or Event
of Default would exist or (ii) may sell all or substantially all of its
assets to any other Person or merge with or into such other Person such that the
survivor is not a Subsidiary if, as the case may be, such sale or merger would
be permitted under Section 10.6 hereof and, in either case, immediately
prior to, and immediately after giving effect to such transaction, no Default or
Event of Default would exist;

     

                (d)           
the Company may merge or consolidate with any other Person if (i) the Company is
the surviving entity, (ii) such entity is a solvent corporation organized and
existing under the laws of the United States of America or any state thereof or
the District of Columbia and (iii) immediately after giving effect to such
transaction, no Default or Event of Default would exist; and

     

                (e)           
the Company may merge or consolidate with or into any other Person, or sell all
or substantially all of its assets (in a single transaction or series of
transactions) if

     

                   
(i)    
the surviving or acquiring entity (the “Successor
Corporation”) is a solvent corporation or limited liability company
organized and existing under the laws of the United States of America, any state
thereof or the District of Columbia;

     

                   
(ii)   
the Successor Corporation, if not the Company, shall have executed and delivered
to each holder of any Notes its assumption of the due and punctual performance
and observance of the obligations of the Company under the Financing Agreements,
including, without limitation, all covenants herein and 

     

    
      
        
           


        

        
          26

          
            

          

        

        
           


        

      

    

     

    therein
contained, pursuant to documents in form and substance satisfactory to the
Required Holders, and the Company shall have caused to be delivered to each
holder an opinion, in form and substance satisfactory to the Required Holders,
of independent counsel reasonably satisfactory to the Required Holders, to the
effect that all agreements or instruments effecting such assumption are
enforceable in accordance with their terms and comply with the terms hereof;
and

     

       
(iii)    immediately after giving effect to such transaction, no
Default or Event of Default would exist.

     

    No such
conveyance, transfer or lease of substantially all of the assets of the Company
shall have the effect of releasing the Company or any successor corporation or
limited liability company that shall theretofore have become such in the manner
prescribed in this Section 10.2 from its liability under the Financing
Agreements.

     

               
Section 10.3.    Minimum
Consolidated Adjusted Net Worth.  The Company will not, at any
time, permit Consolidated Adjusted Net Worth to be less than the remainder of
(i) $1,750,000,000 minus (ii) the Vail
Adjustment.

     

    
                 
Section 10.4.    Additional Limitations on Total Debt and
Priority Debt.

       

                 
(a)            Leverage
Ratio.  As of the end of each fiscal quarter of the Company,
the Company will not permit the Leverage Ratio to be greater than 3.50 to 1.00,
provided,
that for any period of not more than four successive fiscal quarters, the
Leverage Ratio may be greater than 3.50 to 1.00, but in no event greater than
4.00 to 1.00, if the Company timely pays the additional interest required
pursuant to the provisions of Section 9.8.

       

                  (b)           
Priority
Debt.  The
Company will not, at any time, permit Priority Debt to exceed 15% of
Consolidated Adjusted Net Worth.

       

                 
(c)           Interest Expense
Coverage Ratio.    As of the end of each period of
four fiscal quarters of the Company ending after the date hereof, the Company on
a consolidated basis with its Subsidiaries shall maintain an Interest Expense
Coverage Ratio of not less than 2.75 to 1.00.

       

                 
Section 10.5.    Liens. The
Company will not, and will not permit any Subsidiary to, cause or permit to
exist, or agree or consent to cause or permit to exist in the future (upon the
happening of a contingency or otherwise), any Lien on the properties of the
Company or any such Subsidiary, whether now owned or hereafter acquired, or upon
any income or profits therefrom, or assign or otherwise convey any right to
receive income or profits (unless it makes, or causes to be made, effective
provision whereby the Notes will be equally and ratably secured with any and all
other obligations thereby secured, such security to be pursuant to an agreement
reasonably satisfactory to the Required Holders and, in any such case, the Notes
shall have the benefit, to the fullest extent that, and with such priority as,
the holders of the Notes may be entitled under applicable law, of an equitable
Lien on such property), except:

    

     

    
      
        
           


        

        
          27

          
            

          

        

        
           


        

      

    

     

               
(a)            Liens for
taxes, assessments or other governmental charges or levies which are not yet due
and payable or the payment of which is not at the time required by
Section 9.4;

     

               
(b)            any
attachment or judgment Lien, unless the judgment it secures shall not, within 60
days after the entry thereof, have been discharged or execution thereof stayed
pending appeal, or shall not have been discharged within 60 days after the
expiration of any such stay or shall not be currently contested in good faith by
appropriate proceedings;

     

               
(c)            Liens
existing on the date of this Agree­ment and securing the Debt of the Company
or any Subsidiary referred to in Schedule 5.15 including, without
limitation, pursuant to the Pledge Agreement so long as the Notes are equally
and ratably secured (on a basis no less favorable than that provided by the
Company’s other outstanding Debt, being secured pursuant to equal and ratable
provisions) with any and all other obligations secured by the Pledge
Agreement;

     

               
(d)            Liens
(other than any Lien imposed by ERISA) incurred or deposits made in the ordinary
course of business (1) in connection with workers’ compensation, unemployment
insurance, other types of social security or retirement benefits and insurance
regulatory requirements or (2) to secure (or to obtain letters of credit that
secure) the performance of tenders, statutory obligations, surety bonds, appeal
bonds, bids, leases (other than Capital Leases), performance bonds, purchase,
construction or sales contracts and other similar obligations provided
that such Liens, in the aggregate, to not detract in a Material way from the
value of the assets of the Company or its Subsidiaries or impact in a Material
way the use thereof in the operation of their business and are not incurred in
connection with the borrowing of money;

     

                (e)            any
Lien created to secure all or any part of the purchase price, or to secure Debt
incurred or assumed to pay all or any part of the purchase price or cost of
construction, of property (or any improvement thereon) acquired or constructed
by the Company or a Subsidiary after the date of the Closing, including any Lien
existing on property of a Person immediately prior to its being consolidated
with or merged into the Company or a Subsidiary or its becoming a Subsidiary, or
any Lien existing on any property acquired by the Company or any Subsidiary at
the time such property is so acquired (whether or not the Debt secured thereby
shall have been assumed), provided
that 

    
       

                     
(i)     any such Lien shall extend solely to the item or
items of such property (and/or improvement thereon) so acquired or
con­struct­ed and, if required by the terms of the instru­ment
originally creating such Lien, other property (and/or improvement thereon) which
is an improvement to or is acquired for speci­fic use in connection with
such acquired or constructed property (and/or improvement thereon) or which is
real property being improved by such ac­quired or constructed property (or
improvement thereon),

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

                         

                     
(ii)    the principal amount of the Debt secured by any such
Lien shall at no time exceed an amount equal to 100% of the fair market value
(as  determined in good faith by the board of directors of such Company or
Subsidiary incurring such Lien) of such property (and/or improvement thereon) at
the time of such acquisition or construction, and (iii)any such Lien shall
be created contemporaneously with, or within the period beginning 180 days
before and ending 180 days after, the acquisition or construction of such
property;

       

    

    
                 
(f)             any
Lien renewing, extending or refunding any Lien permitted by paragraph (c)
of this Section 10.5, provided that (i) the principal amount of Debt
secured by such Lien im­mediately prior to such extension, renewal or
refunding is not increased or the maturity thereof reduced, (ii) such Lien
is not ex­tended to any other property, and (iii) immediately after
such extension, renewal or refunding no Default or Event of Default would exist;


       

      
                   
(g)            Liens
on property or assets of the Company or any Subsidiary securing Debt owing to
the Company or to a Wholly-Owned Subsidiary;

         

      

    

                (h)           
Liens on accounts receivable and related contract rights of the Company or any
Subsidiary in favor of purchasers or providers of financing under the Accounts
Receivable Financing Program;

     

               
(i)            
Liens on the shares of capital stock of Vail Resorts, Inc. owned by a Vail Owner
pursuant to the Pledge Agreement dated October 31, 2005 between RH
Financial Corporation and Bank of America, N.A., as further described on
Schedule 10.5(i), or any other similar pledge agreement that secure the
obligations of such Vail Owner in respect of its sale of such capital stock
pursuant to the Forward Sale Agreement or any other similar forward sale
agreement in respect of such capital stock, and which, in each case, the
obligations under the Forward Sale Agreement or such other forward sale
agreement, as the case may be, may be fully satisfied by delivery of, or
foreclosure on, the shares of such capital stock which have been pledged
pursuant to such Pledge Agreement or such other pledge agreement and which such
obligations are not guaranteed, directly or indirectly, by the Company or any
other Subsidiary; and

    
       

                 
(j)             Any
Lien (other than a Lien permitted under paragraph (a) through paragraph (i)
above) securing any Debt of the Company or any Subsidiary, which Debt is
permitted hereunder (including under Section 10.4).

       

                  Section 10.6.    Sale of
Assets.  Except as permitted under Section 10.2, the
Company will not, and will not permit any of its Subsidiaries to, make any Asset
Disposition unless:

       

                 
(a)            in the
good faith opinion of the Company or Subsidiary making the Asset Disposition,
the Asset Disposition is in exchange for consideration having a fair market
value at least equal to that of the property exchanged;

    

     

    
      
        
           


        

        
          29

          
            

          

        

        
           


        

      

    

     

               
(b)           
immediately after giving effect to the Asset Disposition, no Default or Event of
Default would exist; and

     

               
(c)            the sum of
(i) the Disposition Value of the property subject to such Asset
Disposition, plus (ii) the aggregate Disposition Value for all other
property that was the subject of an Asset Disposition during the period of 365
days immediately preceding such Asset Disposition would not exceed 15% of
Consolidated Total Assets determined as of the end of the most recently ended
calendar month preceding such Asset Disposition.

     

    To the extent that (i) any Transfer consists of
sales of accounts receivable in accordance with the Accounts Receivable
Financing Program or (ii) the Net Proceeds Amount consisting of cash for
any Transfer to a Person other than the Company or Subsidiary is applied to a
Debt Prepayment Application or applied or committed (and if committed, is in
fact applied within 12 months of the effective date of the commitment) to be
applied to a Property Reinvestment Application within one year after such
Transfer, then each such Transfer (or, if less than all such Net Proceeds Amount
is applied as contemplated hereinabove in subsection (ii), the
pro rata percentage thereof which corresponds to the Net Proceeds Amount so
applied), only for the purpose
of determining compliance with subsection (c) of this Section 10.6 as
of any date, shall be deemed not to be an Asset
Disposition.

     

    
                 
Section 10.7.   Nature of
Business. The
Company will not, and will not permit any of the Subsidiaries to, engage in any
business, if as a result, when taken as a whole, the general nature of the
businesses in which the Company and the Subsidiaries are engaged would be
substantially changed from the general nature of the business as is conducted on
the date of this Agreement or in other consumer products markets and the
manufacturing of ingredients therefor.

       

                
Section 10.8.   Terrorism Sanctions
Regulations.  The Company will not and will not permit any
Subsidiary to (a) become a Person described or designated in the Specially
Designated Nationals and Blocked Persons List of the Office of Foreign Assets
Control or in section 1 of the Anti-Terrorism Order or (b) engage in
any dealings or transactions with any such Person.

       

      
        	
                Section 11. 
      

              	
                Events
      of Default.

              


      

       

      An “Event of
Default” shall exist if any of the following conditions or events shall
occur and be continuing:

       

                 
(a)            the
Company defaults in the payment of any principal or Make-Whole Amount, if any,
on any Note when the same becomes due and payable, whether at maturity or at a
date fixed for prepayment or by declaration or otherwise; or

       

                 
(b)            the
Company defaults in the payment of any interest on any Note for more than five
Business Days after the same becomes due and payable; or

       

                 
(c)            the
Company defaults in the performance of or compliance with any term contained in
Section 10 or any covenant in a Supplement which provides that it shall
have the benefit of this paragraph (c); or

    

     

    
      
        
           


        

        
          30

          
            

          

        

        
           


        

      

    

     

               
(d)            any Obligor
defaults in the performance of or compliance with any term contained herein
(other than those referred to in paragraphs (a), (b) and (c) of this
Section 11) or in any other Financing Agreement and such default is not
remedied within 30 days after the earlier of (i) a Responsible Officer
obtaining actual knowledge of such default and (ii) the Company receiving
written notice of such default from any holder of a Note (any such written
notice to be identified as a “notice of
default” and to refer specifically to this paragraph (d) of
Section 11); or

     

               
(e)            any
representation or warranty made in writing by or on behalf of any Obligor or by
any officer of any Obligor in any Financing Agreement or in any writing
furnished in connection with the transactions contemplated hereby proves to have
been false or incorrect in any material respect on the date as of which made;
or

     

               
(f)            
(i) the Company or any Subsidiary is in default (as principal or as
guarantor or other surety) in the payment of any principal of or premium or
make-whole amount or
interest on any Debt that is outstanding in an aggregate principal amount of at
least $35,000,000 beyond any period of grace provided with respect thereto (a
“Monetary
Default”), or (ii) the Company or any Subsidiary is in default in
the performance of or compliance with any term of any evidence of any Debt in an
aggregate outstanding principal amount of at least $35,000,000 or of any
mortgage, indenture or other agreement relating thereto or any other condition
exists, and as a consequence of such default or condition such Debt has become,
or has been declared (or one or more Persons are entitled to declare such Debt
to be), due and payable before its stated maturity or before its regularly
scheduled dates of payment, or (iii) as a consequence of the occurrence or
continuation of any event or condition (other than the passage of time or the
right of the holder of Debt to convert such Debt into equity interests), (x) the
Company or any Subsidiary has become obligated to purchase or repay Debt before
its regular maturity or before its regularly scheduled dates of payment in an
aggregate outstanding principal amount of at least $35,000,000, or (y) as a
result of a Monetary Default, one or more Persons have the right to require the
Company or any Subsidiary so to purchase or repay such Debt; or


     

                (g)           
the Company or any Subsidiary (i) is generally not paying, or admits in
writing its inability to pay, its debts as they become due, (ii) files, or
consents by answer or otherwise to the filing against it of, a petition for
relief or reorganization or arrangement or any other petition in bankruptcy, for
liquidation or to take advantage of any bankruptcy, insolvency, reorganization,
moratorium or other similar law of any jurisdiction, (iii) makes an
assignment for the benefit of its creditors, (iv) consents to the
appointment of a custodian, receiver, trustee or other officer with similar
powers with respect to it or with respect to any substantial part of its
property, (v) is adjudicated as insolvent or to be liquidated, or
(vi) takes corporate action for the purpose of any of the foregoing;
or

     

                (h)           
a court or other Governmental Authority of competent jurisdiction enters an
order appointing, without consent by the Company or any of its Subsidiaries, a
custodian, receiver, trustee or other officer with similar powers with respect
to it or with 

     

    
      
        
           


        

        
          31

          
            

          

        

        
           


        

      

    

     

    respect
to any substantial part of its property, or constituting an order for relief or
approving a petition for relief or reorganization or any other petition in
bankruptcy or for liquidation or to take advantage of any bankruptcy or
insolvency law of any jurisdiction, or ordering the dissolution, winding-up or
liquidation of the Company or any of its Subsidiaries, or any such petition
shall be filed against the Company or any of its Subsidiaries and such petition
shall not be dismissed within 60 days; or

     

               
(i)             a
final judgment or judgments for the payment of money aggregating in excess of
$35,000,000 (excluding any such judgments to the extent a solvent insurer has
acknowledged liability therefor in writing) are rendered against one or more of
the Company and its Subsidiaries and which judgments are not, within 45 days
after entry thereof, bonded, discharged or stayed pending appeal, or are not
discharged within 45 days after the expiration of such stay; or

     

                (j)            
if (i) any Plan shall fail to satisfy the minimum funding standards of
ERISA or the Code for any plan year or part thereof or a waiver of such
standards or extension of any amortization period is sought or granted under
section 412 of the Code, (ii) a notice of intent to terminate any Plan
shall have been or is reasonably expected to be filed with the PBGC or the PBGC
shall have instituted proceedings under ERISA section 4042 to terminate or
appoint a trustee to administer any Plan or the PBGC shall have notified the
Company or any ERISA Affiliate that a Plan may become a subject of any such
proceedings, (iii) the aggregate “amount of unfunded benefit liabilities”
(within the meaning of section 4001(a)(18) of ERISA) under all Plans,
determined in accordance with Title IV of ERISA, shall exceed $10,000,000,
(iv) the Company or any ERISA Affiliate shall have incurred or is
reasonably expected to incur any liability pursuant to Title I or IV of ERISA or
the penalty or excise tax provisions of the Code relating to employee benefit
plans, (v) the Company or any ERISA Affiliate withdraws from any
Multiemployer Plan, or (vi) the Company or any Subsidiary establishes or
amends any employee welfare benefit plan that provides post-employment welfare
benefits in a manner that would increase the liability of the Company or any
Subsidiary thereunder; and any such event or events described in clauses (i)
through (vi) above, either individually or together with any other such event or
events, could reasonably be expected to have a Material Adverse Effect;
or

     

                (k)           
any Financing Agreement shall cease to be in full force and effect for any
reason whatsoever (except for releases of the Subsidiary Guarantee pursuant to
and in accordance with the provisions of Section 9.7), including, without
limitation, a determination by any Governmental Authority or court that such
Financing Agreement is invalid, void or unenforceable in any material respect or
any party thereto shall contest or deny the validity or enforceability of any of
its obligations under any such Financing Agreement.

     

    
      As used
in Section 11(j), the terms “employee benefit plan” and “employee welfare
benefit plan” shall have the respective meanings assigned to such terms in
Section 3 of ERISA.

    

     

    
      
        
           


        

        
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                Section 12.

              

            	
              Remedies
      on Default, Etc.

            


    

     

               
Section 12.1.   Acceleration.  (a) If
an Event of Default with respect to the Company described in paragraph (g) or
(h) of Section 11 (other than an Event of Default described in clause (i)
of paragraph (g) or described in clause (vi) of paragraph (g) by virtue of the
fact that such clause encompasses clause (i) of paragraph (g)) has occurred, all
the Notes then outstanding shall automatically become immediately due and
payable.

     

               
(b)            If any
other Event of Default has occurred and is continuing, the Required Holders may
at any time at its or their option, by notice or notices to the Company, declare
all the Notes then outstanding to be immediately due and payable.

     

               
(c)            If
any Event of Default described in paragraph (a) or (b) of Section 11 has
occurred and is continuing, any holder or holders of Notes at the time
outstanding affected by such Event 

      of
Default may at any time, at its or their option, by notice or notices to the
Company, declare all the Notes held by it or them to be immediately due and
payable.

       

      
        Upon any
Notes becoming due and payable under this Section 12.1, whether
automatically or by declaration, such Notes will forthwith mature and the entire
unpaid principal amount of such Notes, plus (x) all accrued and unpaid
interest thereon (including, but not limited to, interest accrued thereon at the
Default Rate) and (y) the Make-Whole Amount determined in respect of such
principal amount of the Notes (to the full extent permitted by applicable law),
shall all be immediately due and payable, in each and every case without
presentment, demand, protest or further notice, all of which are hereby
waived.  The Company acknowledges, and the parties hereto agree, that
each holder of a Note has the right to maintain its investment in the Notes free
from repayment by the Company (except as herein specifically provided for), and
that the provision for payment of a Make-Whole Amount, by the Company in the
event that the Notes are prepaid or are accelerated as a result of an Event of
Default, is intended to provide compensation for the deprivation of such right
under such circumstances.

         

                   
Section 12.2.   Other
Remedies.  If any Default or Event of Default has occurred and
is continuing, and irrespective of whether any Notes have become or have been
declared immediately due and payable under Section 12.1, the holder of any
Note at the time outstanding may proceed to protect and enforce the rights of
such holder by an action at law, suit in equity or other appropriate proceeding,
whether for the specific performance of any agreement contained herein or in any
Note, or for an injunction against a violation of any of the terms hereof or
thereof, or in aid of the exercise of any power granted hereby or thereby or by
law or otherwise.

         

                   
Section 12.3.   Rescission.  At
any time after any Notes have been declared due and payable pursuant to clause
(b) or (c) of Section 12.1, the Required Holders, by written notice to the
Company, may rescind and annul any such declaration and its consequences if
(a) the Company has paid all overdue interest on the Notes, all principal
of and Make-Whole Amount, if any, on any Notes that are due and payable and are
unpaid other than by reason of such declaration, and all interest on such
overdue principal and Make-Whole Amount, if any, and (to the extent permitted by
applicable law) any overdue interest in respect of the Notes, at the Default
Rate, (b) all Events of Default and Defaults, other than non-payment of
amounts that have become due 

      

    

     

    
      
        
           


        

        
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    solely by
reason of such declaration, have been cured or have been waived pursuant to
Section 17, and (c) no judgment or decree has been entered for the
payment of any monies due pursuant hereto or to the Notes.  No
rescission and annulment under this Section 12.3 will extend to or affect
any subsequent Event of Default or Default or impair any right consequent
thereon.

     

               
Section 12.4.   No Waivers or
Election of Remedies, Expenses, Etc.  No course of dealing and
no delay on the part of any holder of any Note in exercising any right, power or
remedy shall operate as a waiver thereof or otherwise prejudice such holder’s
rights, powers or remedies.  No right, power or remedy conferred by
this Agreement or by any Note upon any holder thereof shall be exclusive of any
other right, power or remedy referred to herein or therein or now or hereafter
available at law, in equity, by statute or otherwise.  Without
limiting the obligations of the Company under Section 15, the Company will
pay to the holder of each Note on demand such further amount as shall be
sufficient to cover all costs and expenses of such holder incurred in
any
enforcement or collection under this Section 12, including, without
limitation, reasonable attorneys’ fees, expenses and
disbursements.

    
       

      
        	
                Section
      13.  

              	
                Registration;
      Exchange; Substitution of Notes.

              


      

       

                 
Section 13.1.   Registration of
Notes.  The Company shall keep at its principal executive
office a register for the registration and registration of transfers of
Notes.  The name and address of each holder of one or more Notes, each
transfer thereof and  the name and address of each transferee of one
or more Notes shall be registered in such register.  Prior to due
presentment for registration of transfer, the Person in whose name any Note
shall be registered shall be deemed and treated as the owner and holder thereof
for all purposes hereof, and the Company shall not be affected by any notice or
knowledge to the contrary.  The Company shall give to any holder of a
Note that is an Institutional Investor promptly upon request therefor, a
complete and correct copy of the names and addresses of all registered holders
of Notes.

       

                 
Section 13.2.  Transfer and
Exchange of Notes.  Upon surrender of any Note at the principal
executive office of the Company for registration of transfer or exchange (and in
the case of a surrender for registration of transfer, duly endorsed or
accompanied by a written instrument of transfer duly executed by the registered
holder of such Note or his attorney duly authorized in writing and accompanied
by the address for notices of each transferee of such Note or part thereof), the
Company shall execute and deliver, at the Company’s expense (except as provided
below), one or more new Notes (as requested by the holder thereof) in exchange
therefor, in an aggregate principal amount equal to the unpaid principal amount
of the surrendered Note.  Each such new Note shall be payable to such
Person as such holder may request and shall be substantially in the form of
Exhibit 1.  Each such new Note shall be dated and bear interest
from the date to which interest shall have been paid on the surrendered Note or
dated the date of the surrendered Note if no interest shall have been paid
thereon.  The Company may require payment of a sum sufficient to cover
any stamp tax or governmental charge imposed in respect of any such transfer of
Notes.  Notes shall not be transferred in denominations of less than
$250,000, provided
that if necessary to enable the registration of transfer by a holder of its
entire holding of Notes, one Note may be in a denomination of less than
$250,000.  Any transferee, by its acceptance of a Note registered in
its name (or the name of its nominee), shall be deemed to have made the
representation set forth in
Section 6.2.  

    

     

    
      
        
           


        

        
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Section 13.3.   Replacement of
Notes.  Upon receipt by the Company of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of any Note (which evidence shall be, in the case of an Institutional
Investor, notice from such Institutional Investor of such ownership and such
loss, theft, destruction or mutilation), and

    
       

                 
(a)            in the
case of loss, theft or destruction, of indemnity reasonably satisfactory to it
(provided
that if the holder of such Note is, or is a nominee for, an original Purchaser
or an Institutional Investor, such Person’s own unsecured agreement of indemnity
shall be deemed to be satisfactory), or

       

    

               
(b)            in the
case of mutilation, upon surrender and cancellation thereof,the
Company at its own expense shall execute and deliver, in lieu thereof, a new
Note, dated and bearing interest from the date to which interest shall have been
paid on such lost, stolen, destroyed or mutilated Note or dated the date of such
lost, stolen, destroyed or mutilated Note if no interest shall have been paid
thereon.

    
 

    
      
        	
                Section 14.

              	
                Payments
      on Notes.

              


      

    

    
       

    

                Section 14.1.   Place of
Payment.  Subject to Section 14.2, payments of principal,
Make-Whole Amount, if any, and interest becoming due and payable on the Notes
shall be made in New York, New York at the principal office of JPMorgan Chase
Bank, N.A., in such jurisdiction.  The Company may at any time, by
notice to each holder of a Note, change the place of payment of the Notes so
long as such place of payment shall be either the principal office of the
Company in such jurisdiction or the principal office of a bank or trust company
in such jurisdiction.

     

               
Section 14.2.  
Home
Office Payment.  So long as you or your nominee shall be the
holder of any Note, and notwithstanding anything contained in Section 14.1
or such Note to the contrary, the Company will pay all sums becoming due on such
Note for principal, Make-Whole Amount, if any, and interest by the method and at
the address specified for such purpose below your name in Schedule A, or by
such other method or at such other address as you shall have from time to time
specified to the Company in writing for such purpose, without the presentation
or surrender of such Note or the making of any notation thereon, except that
upon written request of the Company made concurrently with or reasonably
promptly after payment or prepayment in full of any Note, you shall surrender
such Note for cancellation, reasonably promptly after any such request, to the
Company at its principal executive office or at the place of payment most
recently designated by the Company pursuant to
Section 14.1.  Prior to any sale or other disposition of any Note
held by you or your nominee you will, at your election, either endorse thereon
the amount of principal paid thereon and the last date to which interest has
been paid thereon or surrender such Note to the Company in exchange for a new
Note or Notes pursuant to Section 13.2.  The Company will afford
the benefits of this Section 14.2 to any Institutional Investor that is the
direct or indirect transferee of any Note purchased by you under this Agreement
and that has made the same agreement relating to such Note as you have made in
this Section 14.2.

     

    
      
        
           


        

        
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              Section
      15.  

            	
              Expenses,
      Etc.

            


    

     

               
Section 15.1.   Transaction
Expenses.  Whether or not the transactions contemplated hereby
are consummated, the Company will pay all costs and expenses (including
reasonable attorneys’ fees of a special counsel and, if reasonably required,
local or other counsel) incurred by you and each Other Purchaser or holder of a
Note in connection with such transactions and in connection with any amendments,
waivers or consents under or in respect of the Financing Agreements (whether or
not such amendment, waiver or consent becomes effective), including, without
limitation: (a) the costs and expenses incurred in enforcing or defending
(or determining whether or how to enforce or defend) any rights under the
Financing Agreements or in responding
to any subpoena or other legal process or informal investigative demand issued
in connection with the Financing Agreements, or by reason of being a holder of
any Note, (b) the costs and expenses, including financial advisors’ fees,
incurred in connection with the insolvency or bankruptcy of the Company or any
Subsidiary or in connection with any work-out or restructuring of the
transactions contemplated hereby and by the Other Financing Agreements and
(c) the cost and expenses incurred in connection with the initial filing of
this Agreement and all related documents and financial information and all
subsequent annual and interim filings of documents and financial information
related to this Agreement, with the Securities Valuation Office of the National
Association of Insurance Commissioners or any successor organization succeeding
to the authority thereof.  The Company will pay, and will save you and
each other holder of a Note harmless from, all claims in respect of any fees,
costs or expenses, if any, of brokers and finders (other than those retained by
you).

    
       

                  Section 15.2.  
Survival.  The
obligations of the Company under this Section 15 will survive the payment
or transfer of any Note, the enforcement, amendment or waiver of any provision
of this Agreement, the Other Financing Agreements, and the termination of this
Agreement and the Other Financing Agreements.

       

      
        	
                Section
      16.

              	
                Survival
      of Representations and Warranties; Entire
  Agreement.

              


      

       

      All
representations and warranties contained herein shall survive the execution and
delivery of this Agreement and the Notes, the purchase or transfer by you of any
Note or portion thereof or interest therein and the payment of any Note, and may
be relied upon by any subsequent holder of a Note, regardless of any
investigation made at any time by or on behalf of you or any other holder of a
Note.  All statements contained in any certificate or other instrument
delivered by or on behalf of the Company pursuant to this Agreement shall be
deemed representations and warranties of the Company under this
Agreement.  Subject to the preceding sentence, the Financing
Agreements embody the entire agreement and understanding between you and the
Company and supersede all prior agreements and understandings relating to the
subject matter hereof.

       

      
        	
                Section
      17.

              	
                Amendment
      and Waiver.

              


      

       

                 
Section 17.1.   Requirements.  (a) This
Agreement and the Notes may be amended, and the observance of any term hereof or
of the Notes may be waived (either retroactively or


    

     

    
      
        
           


        

        
          36

          
            

          

        

        
           


        

      

    

     

     

    prospectively),
with (and only with) the written consent of the Company and the Required
Holders, except that (a) no amendment or waiver of any of the provisions of
Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used
therein), will be effective as to you unless consented to by you in writing, and
(b) no such amendment or waiver may, without the written consent of the
holder of each Note at the time outstanding affected thereby, (i) subject
to the provisions of Section 12 relating to acceleration or rescission,
change the amount or time of any prepayment or payment of principal of, or
reduce the rate or change the time of payment or method of computation of
interest or of the Make-Whole Amount, if any, on, the Notes, (ii) change
the percentage of the principal amount of the Notes the holders of which are
required to
consent to any such amendment or waiver, or (iii) amend any of
Sections 8, 11(a), 11(b), 12, 17, 20 or the form of Supplement.

       

      
                   
(b)          Supplements.  Notwithstanding
anything to the contrary contained herein, the Company may enter into any
supplement providing for the issuance of one or more series of Additional Notes
consistent with Sections 2.2 and 4.14 hereof without obtaining the consent
of any holder of any other series of Notes.

         

                   
Section 17.2.    Solicitation of
Holders of Notes.

         

                   
(a)           Solicitation.  The
Company will provide each holder of the Notes (irrespective of the amount of
Notes then owned by it) with sufficient information, sufficiently far in advance
of the date a decision is required, to enable such holder to make an informed
and considered decision with respect to any proposed amendment, waiver or
consent in respect of any of the provisions hereof or of the
Notes.  The Company will deliver executed or true and correct copies
of each amendment, waiver or consent effected pursuant to the provisions of this
Section 17 to each holder of outstanding Notes promptly following the date
on which it is executed and delivered by, or receives the consent or approval
of, the requisite holders of Notes.

         

                   
(b)           Payment.  The
Company will not directly or indirectly pay or cause to be paid any
remuneration, whether by way of supplemental or additional interest, fee or
otherwise, or grant any security, to any holder of Notes as consideration for or
as an inducement to the entering into by any holder of Notes or any waiver or
amendment of any of the terms and provisions hereof unless such remuneration is
concurrently paid, or security is concurrently granted, on the same terms,
ratably to each holder of Notes then outstanding even if such holder did not
consent to such waiver or amendment.

         

                   
Section 17.3.   Binding Effect,
Etc.  Any amendment or waiver consented to as provided in this
Section 17 applies equally to all holders of Notes and is binding upon them
and upon each future holder of any Note and upon the Company without regard to
whether such Note has been marked to indicate such amendment or
waiver.  No such amendment or waiver will extend to or affect any
obligation, covenant, agreement, Default or Event of Default not expressly
amended or waived or impair any right consequent thereon.  No course
of dealing between the Company and the holder of any Note nor any delay in
exercising any rights hereunder or under any Note shall operate as a waiver of
any rights of any holder of such Note.  As used herein, the term “this
Agreement” and references thereto shall mean this Agreement as it may
from time to time be amended or
supplemented.

      

    

     

    
      
        
           


        

        
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Section 17.4.   Notes Held by
Company, Etc.  Solely for the purpose of determining whether
the holders of the requisite percentage of the aggregate principal amount of
Notes then outstanding approved or consented to any amendment, waiver or consent
to be given under this Agreement or the Notes, or have directed the taking of
any action provided herein or in the Notes to be taken upon the direction of the
holders of a specified percentage of the aggregate principal amount of Notes
then outstanding, Notes directly or indirectly owned by the Company or any of
its Affiliates shall be deemed not to be outstanding.

     

    
      
        	
                Section
      18.  

              	
                Notices.

              


      

       

      All
notices and communications provided for hereunder shall be in writing and sent
(a) by telecopy if the sender on the same day sends a confirming copy of
such notice by a recognized overnight delivery service (charges prepaid), or
(b) by registered or certified mail with return receipt requested (postage
prepaid), or (c) by a recognized overnight delivery service (with charges
prepaid).  Any such notice must be sent:

       

                     
(i)     if to you or your nominee, to you or it at the
address specified for such communications in Schedule A, or at such other
address as you or it shall have specified to the Company in
writing,

       

                     
(ii)     if to any other holder of any Note, to such holder
at such address as such other holder shall have specified to the Company in
writing, or

       

                     
(iii)   if to the Company, to the Company at its address set forth at
the beginning hereof to the attention of the Treasurer, or at such other address
as the Company shall have specified to the holder of each Note in
writing.

       

      Notices
under this Section 18 will be deemed given only when actually
received.

       

      
        	
                Section
      19.  

              	
                Reproduction
      of Documents.

              


      

       

      This
Agreement and all documents relating thereto, including, without limitation,
(a) consents, waivers and modifications that may hereafter be executed,
(b) documents received by you at the Closing (except the Notes themselves),
and (c) financial statements, certificates and other information previously
or hereafter furnished to you, may be reproduced by you by any photographic,
Photostat, microfilm, microcard, miniature photographic or other similar process
and you may destroy any original document so reproduced.  The Company
agrees and stipulates that, to the extent permitted by applicable law, any such
reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by you in the regular
course of business) and any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence.  This
Section 19 shall not prohibit the Company or any other holder of Notes from
contesting any such reproduction to the same extent that it could contest the
original, or from introducing evidence to demonstrate the inaccuracy of any such
reproduction.

    

     

    
      
        
           


        

        
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              Section 20.

            	
              Confidential
      Information.

            


    

     

    For the purposes of this Section 20, “Confidential
Information” means information delivered to you by or on behalf of the
Company or any Subsidiary in connection with the transactions contemplated by or
otherwise pursuant to this Agreement that is proprietary in nature and that was
clearly marked or labeled or otherwise adequately identified when received by you as
being confidential information of the Company or such Subsidiary, provided
that such term does not include information that (a) was publicly known or
otherwise known to you prior to the time of such disclosure,
(b) subsequently becomes publicly known through no act or omission by you
or any Person acting on your behalf, (c) otherwise becomes known to you
other than through disclosure by the Company or any Subsidiary or
(d) constitutes financial statements delivered to you under
Section 7.1 that are otherwise publicly available.  You will
maintain the confidentiality of such Confidential Information in accordance with
procedures adopted by you in good faith to protect confidential information of
third parties delivered to you, provided
that you may deliver or disclose Confidential Information to (i) your
directors, officers, employees, agents, attorneys and Affiliates (to the extent
such disclosure reasonably relates to the administration of the investment
represented by your Notes and provided that you use reasonable best efforts to
inform such directors, officers, employees, agents, attorneys and Affiliates of
this provision), (ii) your financial advisors and other professional
advisors who agree to hold confidential the Confidential Information
substantially in accordance with the terms of this Section 20,
(iii) any other holder of any Note, (iv) any Institutional Investor to
which you sell or offer to sell such Note or any part thereof or any
participation therein (if such Person has agreed in writing prior to its receipt
of such Confidential Information to be bound by the provisions of this
Section 20), (v) any Person from which you offer to purchase any
security of the Company (if such Person has agreed in writing prior to its
receipt of such Confidential Information to be bound by the provisions of this
Section 20), (vi) any federal or state regulatory authority having
jurisdiction over you, (vii) the National Association of Insurance
Commissioners or any similar organization, or any nationally recognized rating
agency that requires access to information about your investment portfolio or
(viii) any other Person to which such delivery or disclosure may be
necessary or appropriate (w) to effect compliance with any law, rule,
regulation or order applicable to you, (x) in response to any subpoena or
other legal process, (y) in connection with any litigation to which you are
a party or (z) if an Event of Default has occurred and is continuing, to
the extent you may reasonably determine such delivery and disclosure to be
necessary or appropriate in the enforcement or for the protection of the rights
and remedies under your Notes, this Agreement and the other Financing
Agreements.  Each holder of a Note, by its acceptance of a Note, will
be deemed to have agreed to be bound by and to be entitled to the benefits of
this Section 20 as though it were a party to this Agreement.  On
reasonable request by the Company in connection with the delivery to any holder
of a Note of information required to be delivered to such holder under this
Agreement or requested by such holder (other than a holder that is a party to
this Agreement or its nominee), such holder will enter into an agreement with
the Company embodying the provisions of this
Section 20.

     

    
      
        	
                Section 21.

              	
                Substitution
      of Purchaser.

              


      

       

      You shall
have the right to substitute any one of your Affiliates as the purchaser of the
Notes that you have agreed to purchase hereunder, by written notice to the
Company, which 

       

    

    
      
        
           


        

        
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    notice shall be signed by both you and such Affiliate,
shall contain such Affiliate’s agreement to be bound by this Agreement and shall
contain a confirmation by such Affiliate of the accuracy with respect to it of
the representations set forth in Section 6.  Upon receipt of such
notice, wherever the word “you” is used in this Agreement (other than in this
Section 21), such word shall be deemed to refer to such Affiliate in lieu
of you.  In the event that such Affiliate is so substituted
as a purchaser hereunder and such Affiliate thereafter transfers to you all of
the Notes then held by such Affiliate, upon receipt by the Company of notice of
such transfer, wherever the word “you” is used in this Agreement (other than in
this Section 21), such word shall no longer be deemed to refer to such
Affiliate, but shall refer to you, and you shall have all the rights of an
original holder of the Notes under this
Agreement.

     

    
      
        	
                Section 22.

              	
                Miscellaneous.

              


      

       

                 
Section 22.1.   Successors and
Assigns.  All covenants and other agreements contained in this
Agreement by or on behalf of any of the parties hereto bind and inure to the
benefit of their respective successors and assigns (including, without
limitation, any subsequent holder of a Note) whether so expressed or
not.

       

                 
Section 22.2.  Payments Due on
Non-Business Days.  Anything in this Agreement or the Notes to
the contrary notwithstanding, any payment of principal of or Make-Whole Amount,
if any, or interest on any Note that is due on a date other than a Business Day
shall be made on the next succeeding Business Day without including the
additional days elapsed in the computation of the interest payable on such next
succeeding Business Day.

       

                 
Section 22.3.  Severability.  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by law) not invalidate or
render unenforceable such provision in any other
jurisdiction.

       

                 
Section 22.4.   Construction.  Each
covenant contained herein shall be construed (absent express provision to the
contrary) as being independent of each other covenant contained herein, so that
compliance with any one covenant shall not (absent such an express contrary
provision) be deemed to excuse compliance with any other
covenant.  Where any provision herein refers to action to be taken by
any Person, or which such Person is prohibited from taking, such provision shall
be applicable whether such action is taken directly or indirectly by such
Person.

       

                 
Section 22.5.  Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
an original but all of which together shall constitute one
instrument.  Each counterpart may consist of a number of copies
hereof, each signed by less than all, but together signed by all, of the parties
hereto.

       

                 
Section 22.6.   Governing
Law.  This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the law of
the State of New York excluding
choice-of-law principles of the law of such State that would require the
application of the laws of a jurisdiction other than such
State.

    

     

    
      
        
           


        

        
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Section 22.7.   Jurisdiction and
Process; Waiver of Jury Trial.  (a) The Company
irrevocably submits to the non-exclusive jurisdiction of any New York State or
federal court sitting in the Borough of Manhattan, The City of New York, over
any suit, action or proceeding arising
out of or relating to this Agreement or the Notes.  To the fullest
extent permitted by applicable law, the Company irrevocably waives and agrees
not to assert, by way of motion, as a defense or otherwise, any claim that it is
not subject to the jurisdiction of any such court, any objection that it may now
or hereafter have to the laying of the venue of any such suit, action or
proceeding brought in any such court and any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient
forum.

     

    
                 
(b)            The
Company consents to process being served by or on behalf of any holder of Notes
in any suit, action or proceeding of the nature referred to in
Section 22.7(a) by mailing a copy thereof by registered or certified mail
(or any substantially similar form of mail), postage prepaid, return receipt
requested, to it at its address specified in Section 18 or at such other
address of which such holder shall then have been notified pursuant to said
Section.  The Company agrees that such service upon receipt
(i) shall be deemed in every respect effective service of process upon it
in any such suit, action or proceeding and (ii) shall, to the fullest
extent permitted by applicable law, be taken and held to be valid personal
service upon and personal delivery to it.  Notices hereunder shall be
conclusively presumed received as evidenced by a delivery receipt furnished by
the United States Postal Service or any reputable commercial delivery
service.

       

                 
(c)            Nothing in
this Section 22.7 shall affect the right of any holder of a Note to serve
process in any manner permitted by law, or limit any right that the holders of
any of the Notes may have to bring proceedings against the Company in the courts
of any appropriate jurisdiction or to enforce in any lawful manner a judgment
obtained in one jurisdiction in any other jurisdiction.

       

                 
(d)           The parties
hereto hereby waive trial by jury in any action brought on or with respect to
this Agreement, the Notes or any other document executed in connection herewith
or therewith.

    

    
 

    
      
        
           


        

        
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      If you
are in agreement with the foregoing, please sign the form of agreement on the
accompanying counterpart of this Agreement and return it to the Company,
whereupon the foregoing shall become a binding agreement between you and the
Company.

       

      
        	
                 
      

              	
                Very
      truly yours,

              


      

       

      
        	
                 
      

              	
                Ralcorp
      Holdings, Inc.

              


      

       

       

       

      
        	
                 
      

              	
                By     /s/
      S. Monette

              


      

      
        	
                 
      

              	
                 
      Name:  S. Monette

              


      

      
        	
                 
      

              	
                 
      Title:     Corporate Vice President and
      Treasurer

              


      

       

    

     

     

    
      
        
           


        

        
          42

          
            

          

        

        
           


        

      

    

     

     

    
      	
              
                The
      foregoing is hereby agreed  

              

            	
            


    

    
      	
              
                to
      as of the date thereof.  

              

            	
               

            


    

     

    
      	
               
      

            	
              Unum
      Life Insurance Company of America

            


    

    
      	
               
      

            	
              Colonial
      Life & Accident Insurance
Company

            


    

    
      	
               
      

            	
              Provident
      Life and Accident Insurance Company

            


    

     

    
      	
               
      

            	
              By  
      Provident Investment Management,
LLC

            


    

    
      	
               
      

            	
              Its: 
      Agent

            


    

     

     

    
      	
               
      

            	
              By     /s/
      Ben Vance 

            


    

    
      	
               
      

            	
              Name:   
      Ben Vance

            


    

    
      	
               
      

            	
              Title:      
      Managing Director

            


    

     

    
      	
               
      

            	
              Nationwide
      Life and Annuity Insurance Company

            


    

    
      	
               
      

            	
              Nationwide
      Life Insurance Company of America

            


    

     

     

    
      	
               
      

            	
              By    
      /s/ Thomas A. Gleason

            


    

    
      	
               
      

            	
              Name:   
      Thomas A. Gleason

            


    

    
      	
               
      

            	
              Title:      
      Authorized Signatory

            


    

     

     

    
      	
               
      

            	
              Bankers
      Life and Casualty Company

            


    

    
      	
               
      

            	
              Conseco
      Health Insurance Company

            


    

     

    
      	
               
      

            	
              By:    
      40|86 Advisors, Inc. acting as Investment
  Advisor

            


    

     

     

    
      
        	
                 
      

              	
                By    
      /s/ Timothy L. Powell

              


      

      
        	
                 
      

              	
                Name:   
      Timothy L. Powell

              


      

      
        	
                 
      

              	
                Title:      
      Vice President

              


      

    

     

     

     

    
      
        
           


        

        
          43

          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              Symetra
      Life Insurance Company, a Washington
corporation

            


    

     

    
      	
               
      

            	
              By:    
      Principal Global Investors, LLC, a Delaware limited liability company, its
      authorized signatory

            


    

     

     

    
      
        	
                 
      

              	
                By    
      /s/ Colin Pennycooke

              


      

      
        	
                 
      

              	
                Name:   
      Colin Pennycooke

              


      

      
        	
                 
      

              	
                Title:      
      Counsel

              


      

    

     

    
      
        	
                 
      

              	
                By    
      /s/ Christopher J. Henderson

              


      

      
        	
                 
      

              	
                Name:   
      Christopher J. Henderson

              


      

      
        	
                 
      

              	
                Title:      
      Vice President and Associate General
Counsel

              


      

    

     

     

    
      	
               
      

            	
              Vantislife
      Insurance Company, a Connecticut
company

            


    

     

    
      	
               
      

            	
              By:    
       Principal Global Investors,
LLC

            


    

    
      	
               
      

            	
                        
      a Delaware limited liability company, its authorized
    signatory

            


    

     

     

    
      
        
          	
                   
      

                	
                  By    
      /s/ Colin Pennycooke

                


        

        
          	
                   
      

                	
                  Name:   
      Colin Pennycooke

                


        

        
          	
                   
      

                	
                  Title:      
      Counsel

                


        

      

       

      
        
          	
                   
      

                	
                  By    
      /s/ Christopher J. Henderson

                


        

        
          	
                   
      

                	
                  Name:   
      Christopher J. Henderson

                


        

        
          	
                   
      

                	
                  Title:      
      Vice President and Associate General
Counsel

                


        

      

    

     

     

    
      	
               
      

            	
              State
      of Wisconsin Investment Board

            


    

     

     

    
      	
               
      

            	
              By    
      /s/ Christopher P. Prestigiacomo

            


    

    
      	
               
      

            	
              Name:   
      Christopher P.
  Prestigiacomo

            


    

    
      	
               
      

            	
              Title:      
      Portfolio
Manager

            


    

     

     

    
      
        
           


        

        
          44

          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              1st
      Farm Credit Services, PCA

            


    

     

     

    
      	
               
      

            	
              By    
      /s/ Dale A. Richardson

            


    

    
      	
               
      

            	
              Name:   
      Dale A. Richardson

            


    

    
      	
               
      

            	
              Title:      
      VP, Illinois Capital Markets Group

            


    

     

     

    
      	
               
      

            	
              Connecticut
      General Life Insurance Company

            


    

     

    
      	
               
      

            	
              By:    
      Cigna Investments, Inc. (authorized
agent)

            


    

     

     

    
      
        
          	
                   
      

                	
                  By    
      /s/ Deborah Wiacek

                


        

        
          	
                   
      

                	
                  Name:   
      Deborah Wiacek

                


        

        
          	
                   
      

                	
                  Title:      
      Senior Managing Director

                


        

      

       

      
         

      

    

    
      	
               
      

            	
              Assurity
      Life Insurance Company

            


    

     

     

    
      	
               
      

            	
              By    
      /s/ Victor Weber

            


    

    
      	
               
      

            	
              Name:   
      Victor Weber

            


    

    
      	
               
      

            	
              Title:      
      Senior Director - Investments

            


    

     

     

    
      	
               
      

            	
              United
      FCS, PCA, d/b/a FCS Commercial Finance
Group

            


    

     

     

    
      	
               
      

            	
              By    
      /s/ Daniel J. Best

            


    

    
      	
               
      

            	
              Name:   
      Daniel J. Best

            


    

    
      	
               
      

            	
              Title:      
      Asst, Vice President

            


    

     

     

    
      	
               
      

            	
              American
      Equity Investment Life Insurance
Company

            


    

     

     

    
      	
               
      

            	
              By    
      /s/ Rachel Stauffer

            


    

    
      	
               
      

            	
              Name:   
      Rachel Stauffer

            


    

    
      	
               
      

            	
              Title:      
      Vice President Investments

            


    

     

    


      
        
           


        

        
          45

          
            

          

        

        
           


        

      

    

    
      
         

        Defined
Terms

         

        As used
herein, the following terms have the respective meanings set forth below or set
forth in the Section hereof following such term:

         

        “Accounts
Receivable Financing Program” means a program of sales or securitization
of, or transfers of interests in, accounts receivable and related contract
rights by the Company or any Subsidiary on a limited recourse basis provided
that each such sale or transfer qualifies as a sale under GAAP and provided
further that the aggregate amount of financing or sales thereunder at any time
outstanding shall not exceed an amount equal to 7.5% of (a) Consolidated Total
Assets as of the most recent fiscal quarter for which financial statements have
been provided pursuant to Section 7.1 minus
(b) the aggregate amount of goodwill and other intangible assets of the Company
and its Subsidiaries as of such fiscal quarter end, in each case as reflected on
the Company’s consolidated financial statements.

         

        “Additional Notes”
is defined in Section 2.2.

         

        “Additional
Purchasers” means the purchasers of Additional
Notes.

         

        “Adjusted
Consolidated Interest Expense” means (i) Consolidated Interest Expense
plus (ii) consolidated interest, yield or discount accrued during such period on
the aggregate outstanding investment or claim held by purchasers, assignees or
other transferees of (or of interests in) receivables of the Company and its
consolidated Subsidiaries in connection with a revolving Accounts Receivable
Financing Program (regardless of the accounting treatment of such Accounts
Receivable Financing Program).

         

        “Adjusted
EBITDA” means, for any applicable computation period, the sum of
(a) EBIT for such period plus
(b) the Company’s and the Subsidiaries’ amortization and depreciation
deducted in determining Net Income for
such period,
provided however, that (i) Adjusted EBITDA shall include any
Purchase during the computation period on a pro forma basis for the entire
computation period and (ii) in the event that the Company sells or
otherwise disposes of all or any portion of the capital stock of Vail Resorts,
Inc. during such period, then Adjusted EBITDA shall be calculated by subtracting
(adding) all equity earnings (losses) attributable to such divested interest for
such period.

         

        “Adjusted LIBOR
Rate” shall mean, for any Interest Period, LIBOR plus 85
basis points.

         

        “Affiliate”
means, at any time, and with respect to any Person, (a) any other Person
that at such time directly or indirectly through one or more intermediaries
Controls, or is Controlled by, or is under common Control with, such first
Person, and (b) any Person beneficially owning or holding, directly or
indirectly, 10% or more of any class of voting or equity interests of the
Company or any Subsidiary or any Person of which the Company and its
Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly,
10% or more of any class of voting or equity interests.  As used in
this definition, “Control”
means the possession, directly or 


        
          
             


          

          
            B-1

            
              

            

          

          
             


          

        


        indirectly,
of the power to direct or cause the direction of the management and policies of
a Person, whether through the ownership of voting securities, by contract or
otherwise.  Unless the context otherwise clearly requires, any
reference to an “Affiliate”
is a reference to an Affiliate of the Company.

         

        “Anti-Terrorism
Order” means Executive Order No. 13224 of September 24, 2001,
Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten
to Commit or Support Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as
amended.

         

         “Asset
Disposition” means any Transfer except:

         

                        (a)    any
Transfer from a Subsidiary to the Company or to a Wholly-Owned Subsidiary so
long as immediately before and immediately after the consummation of any such
Transfer and after giving effect thereto, no Default or Event of Default would
exist; and

         

                      
(b)   any Transfer made in the ordinary course of business and
involving only property that is either (1) inventory held for rent or sale
or (2) equipment, fixtures, supplies or materials no longer required in the
operation of the business of the Company or any of its Subsidiaries or that is
obsolete; and

         

                       
(c)  any Transfer of the Company’s or any Subsidiary’s equity investment in
Vail Resorts, Inc. provided,
that at the time thereof and immediately after giving effect thereto, no Default
or Event of Default exists.

         

        “Bank
Agreement” means, collectively, (i) the $400,000,000 Credit Agreement,
dated as of July 18, 2008, among the Company, the lenders named therein and the
agents and arrangers named therein, and (ii) the $200,000,000 Credit Agreement,
dated as of August 4, 2008, among the Company, the lenders named therein and the
agents and arrangers named therein, in each case, as amended or modified from
time to time and as extended, renewed, replaced or refinanced from time to
time.

         

        “Business
Day” means any day other than a Saturday, a Sunday or a day on which
commercial banks in New York, New York are required or authorized to be
closed.

         

        “Capital
Lease” means, at any time, a lease with respect to which the lessee is
required concurrently to recognize the acquisition of an asset and the
incurrence of a liability in accordance with GAAP.

         

        “Closing” is
defined in Section 3.

         

        “Code” means
the Internal Revenue Code of 1986, as amended from time to time, and the rules
and regulations promulgated thereunder from time to
time.


        
          
             


          

          
            B-2

            
              

            

          

          
             


          

        

         

        “Company”
means Ralcorp Holdings, Inc., a Missouri corporation, or any successor that
becomes such in the manner prescribed in Section
10.2.

         

        “Confidential
Information” is defined in Section 20.

         

        “Consolidated
Adjusted Net Worth” means as of the date of any determination thereof,
the amount of consolidated stockholders equity of the Company and its
Subsidiaries, as determined in the most recent financial statement of the
Company previously provided to the holders pursuant to Section 7.1, plus (but
without duplication and only to the extent excluded or deducted from
stockholders’ equity) (i) any “LIFO Reserve” specifically described in the
most recent financial statement of the Company previously provided to the
holders pursuant to Section 7.1, (ii) deferred income tax liabilities as
determined in the most recent financial statement of the Company previously
provided to the holders pursuant to Section 7.1, (iii) any goodwill
incurred (whether capitalized on the Company’s balance sheet or written off as
incurred or goodwill written off through an impairment to the Company’s
goodwill), and (iv) Minority Interests of the Company and its Subsidiaries,
and minus the
Vail Adjustment to the extent included in the computation of consolidated
stockholders’ equity for such period.

         

        “Consolidated”
or “consolidated”,
when used in connection with any calculation, means a calculation to be
determined on a consolidated basis for the Company and its Subsidiaries in
accordance with GAAP.

         

        “Consolidated
Interest Expense” means, with respect to any period (without duplication)
of Consolidated interest expense of the Company and its Consolidated
Subsidiaries for such period before the effect of interest income, as reflected
on the Consolidated statements of income for the Company and its Subsidiaries
for such period.

         

        “Consolidated Total
Assets” means, as of the date of any determination thereof, total assets
of the Company and its Subsidiaries determined on a consolidated basis in
accordance with GAAP but excluding the Vail Adjustment if included in
determining such total assets.

         

         “Debt”
with respect to any Person means, at any time, without
duplication,

         

                       
(a)     its liabilities for borrowed money;

         

                       
(b)    its liabilities for the deferred purchase price of
property acquired by such Person (excluding accounts payable arising in the
ordinary course of business but including all liabilities created or arising
under any conditional sale or other title retention agreement with respect to
any such property);

         

                       
(c)    all liabilities appearing on its balance sheet in
accordance with GAAP in respect of Capital Leases;


        
          
             


          

          
            B-3

            
              

            

          

          
             


          

        

         

                       
(d)    all liabilities for borrowed money secured by any Lien
with respect to any property owned by such Person (whether or not it has assumed
or otherwise become liable for such liabilities); and

         

                       
(e)    any Guaranty of such Person or letter of credit of such
Person, with respect to liabilities of a type described in any of clauses (a)
through (d) hereof.

         

        Debt of
any Person shall include all obligations of such Person of the character
described in clauses (a) through (e) to the extent such Person remains legally
liable in respect thereof notwithstanding that any such obligation is deemed to
be extinguished under GAAP. “Debt” of
any Person shall not include (i) such obligations of the character
described in clauses (a) through (d) above, if owed or made by the Company
or any Subsidiary to the Company or any Wholly-Owned Subsidiary or (ii) any
unfunded obligations which may now or hereafter exist in respect of pension,
retirement or other similar plans of the Company or any Subsidiary or
(iii) the Ralston Obligations or (iv) the obligations of a Vail Owner
under the Forward Sale Agreement or any other similar forward sale agreement in
respect of such Vail Owner’s sale of shares of capital stock of Vail Resorts,
Inc., and which, in each case, such obligations may be satisfied by delivery of,
or foreclosure on, the shares of such capital stock and which such obligations
are not guaranteed, directly or indirectly, by the Company or any other
Subsidiary.

         

        “Debt Prepayment
Application” means, with respect to any Transfer of property constituting
an Asset Disposition, the application by the Company of cash in an amount equal
to the Net Proceeds Amount with respect to such Transfer to pay Senior Debt
(other than Senior Debt owing to the Company, any of its Subsidiaries or any
Affiliate) including a prepayment of the 2009 Notes pursuant to Section 8.2
in a principal amount at least equal to the Net Proceeds Amount multiplied by a
fraction whose numerator is equal to the aggregate principal amount of all Notes
then outstanding and whose denominator is equal to the aggregate unpaid amount
of all Senior Debt; provided,
that in the event such Senior Debt would otherwise permit the reborrowing of
such Debt by the Company, the commitment to relend such Debt shall be
permanently reduced by the amount of such Debt Prepayment
Application.

         

        “Default”
means an event or condition the occurrence or existence of which would, with the
lapse of time or the giving of notice or both, become an Event of
Default.

         

        “Default
Rate” means (i) with respect to the 2009 Notes that rate of interest that
is the greater of (a) 2.00% per annum above the rate of interest stated in
clause (a) of the first paragraph of the respective 2009 Notes or (b) 2.00%
over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. as its
“base” or “prime” rate and (ii) with respect to any other series of Notes, the
Default Rate as defined in the Supplement with respect to which such series of
Notes were issued.

         

        “Disposition
Value” means, at any time, with respect to any
property

         

                       
(a)    in the case of property that does not constitute
Subsidiary Stock, the book value thereof, valued at the time of such disposition
in good faith by the Company, and


        
          
             


          

          
            B-4

            
              

            

          

          
             


          

        

         

                       
(b)    in the case of property that constitutes Subsidiary Stock,
an amount equal to that percentage of book value of the assets of the Subsidiary
that issued such Subsidiary Stock as is equal to the percentage that the book
value of such Subsidiary Stock represents of the book value of all of the
outstanding capital stock or similar equity interests of such Subsidiary
(assuming, in making such calculations, that all Securities convertible into
such capital stock or similar equity interests are so converted and giving full
effect to all transactions that would occur or be required in connection with
such conversion) determined at the time of the disposition thereof, in good
faith by the Company.

         

        “EBIT” means,
for any applicable computation period, the Company and Subsidiaries’ Net Income
on a consolidated basis plus
(a) consolidated federal, state, local and foreign income and
franchises taxes paid or accrued during such period and (b) Consolidated
Interest Expense for such period minus (or
plus) equity earnings (or losses) during such period attributable to
equity investments by the Company and its Subsidiaries in the capital stock or
other equity interests in any Person which is not a Subsidiary (other than Vail
Resorts, Inc.).

         

        “Environmental
Laws” means any and all federal, state, local, and foreign statutes,
laws, regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including but not limited to
those related to Hazardous Materials.

         

        “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time
to time, and the rules and regulations promulgated thereunder from time to time
in effect.

         

        “ERISA
Affiliate” means any trade or business (whether or not incorporated) that
is treated as a single employer together with the Company under section 414
of the Code.

         

        “Event of
Default” is defined in Section 11.

         

        “Exchange
Act” means the Securities Exchange Act of 1934, as
amended.

         

        “Fair Market
Value” means, at any time and with respect to any property, the sale of
value of such property that would be realized in an arm’s-length sale at such
time between an informed and willing buyer and an informed and willing seller
(neither being under a compulsion to buy or sell).

         

        “Financing
Agreements” shall mean and include this Agreement, the Other Agreements,
the Notes, the Subsidiary Guarantee (including each Subsidiary Guarantee
Supplement) and the Pledge Agreement, in each case, as amended from time to time
in accordance with the terms and provisions thereof.

         

        “Forward Sale
Agreement” means the forward sale agreement dated October 31, 2005
between RH Financial Corporation and Bank of America,
N.A.


        
          
             


          

          
            B-5

            
              

            

          

          
             


          

        

         

        “GAAP” means
generally accepted accounting principles as in effect from time to time in the
United States of America.

         

        “Governmental
Authority” means

         

                       
(a)    the government of

                              

        
          (i)    
the United States of America or any state or other political subdivision
thereof, or

           

          (ii)   
any other jurisdiction in which the Company or any Subsidiary conducts all or
any part of its business, or which asserts jurisdiction over any properties of
the Company or any Subsidiary, or

        

         

                                      
(b)    any entity exercising executive, legislative, judicial,
regulatory or administrative functions of, or pertaining to, any such
government.

         

        “Guaranty”
means, with respect to any Person, any obligation (except the endorsement in the
ordinary course of business of negotiable instruments for deposit or collection)
of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend
or other obligation of any other Person in any manner, whether directly or
indirectly, including (without limitation) obligations incurred through an
agreement, contingent or otherwise, by such Person:

         

                       
(a)     to purchase such indebtedness or obligation or any
property constituting security therefor;

         

                       
(b)    to advance or supply funds (i) for the purchase or
payment of such indebtedness or obligation, or (ii) to maintain any working
capital or other balance sheet condition or any income statement condition of
any other Person or otherwise to advance or make available funds for the
purchase or payment of such indebtedness or obligation;

         

                        (c)   
to lease properties or to purchase properties or services primarily for the
purpose of assuring the owner of such indebtedness or obligation of the ability
of any other Person to make payment of the indebtedness or obligation;
or

         

                       
(d)    otherwise to assure the owner of such indebtedness or
obligation against loss in respect thereof.

         

        In any
computation of the indebtedness or other liabilities of the obligor under any
Guaranty, the indebtedness or other obligations that are the subject of such
Guaranty shall be assumed to be direct obligations of such obligor.

         

        “Hazardous
Material” means any and all pollutants, toxic or hazardous wastes or any
other substances that might pose a hazard to health or safety, the removal of
which may be required or the generation, manufacture, refining, production,
processing, treatment, storage, 


        
          
             


          

          
            B-6

            
              

            

          

          
             


          

        

         

        handling,
transportation, transfer, use, disposal, release, discharge, spillage, seepage,
or filtration of which is or shall be restricted, prohibited or penalized by any
applicable law (including, without limitation, asbestos, urea formaldehyde foam
insulation and polychlorinated biphenyls).

         

        “holder”
means, with respect to any Note, the Person in whose name such Note is
registered in the register maintained by the Company pursuant to
Section 13.1.

         

        “Institutional
Investor” means (a) any original purchaser of a Note, (b) any
holder of a Note holding more than $2,000,000 of the aggregate principal amount
of the Notes then outstanding, and (c) any bank, trust company, savings and
loan association or other financial institution, any pension plan, any
investment company, any insurance company, any broker or dealer, or any other
similar financial institution or entity, regardless of legal
form.

         

        “Interest Expense
Coverage Ratio” means, for any applicable computation period, the ratio
of EBIT to Adjusted Consolidated Interest Expense for such period as determined
in accordance with GAAP.

         

        “Leverage
Ratio” means, with respect to the Company on a consolidated basis with
its Subsidiaries, at the end of any fiscal quarter, the ratio of Total Debt at
the end of such fiscal quarter to Adjusted EBITDA for the four fiscal quarters
then ending.

         

        “Lien”
means, with respect to any Person, any mortgage, lien, pledge, charge, security
interest or other encumbrance, or any interest or title of any vendor, lessor,
lender or other secured party to or of such Person under any conditional sale or
other title retention agreement or Capital Lease, upon or with respect to any
property or asset of such Person (including in the case of stock, stockholder
agreements, voting trust agreements and all similar
arrangements).

         

        “Make-Whole
Amount” is defined in Section 8.7 with respect to the 2009 Notes and, in
connection with each other series of Notes, the make-whole, breakage, premium or
other amounts provided for in the Supplement in respect of such other series of
Notes.

         

        “Material”
means material in relation to the business, operations, affairs, financial
condition, assets, properties, or prospects of the Company and its Subsidiaries
taken as a whole.

         

        “Material Adverse
Effect” means a material adverse effect on (a) the business,
operations, financial condition, assets or properties of the Company and its
Subsidiaries taken as a whole, or (b) the ability of the Company to perform
its obligations under this Agreement and the Notes, or (c) the validity or
enforceability of this Agreement or the Notes.

         

        “Memorandum”
is defined in Section 5.3.

         

        “Minority
Interests” mean any shares of stock of any class of a Subsidiary (other
than directors’ qualifying shares as required by law) that are not owned by the
Company and/or one or more of its Subsidiaries.  Minority Interests
shall be valued by valuing Minority Interests


        
          
             


          

          
            B-7

            
              

            

          

          
             


          

        

         

        constituting
preferred stock at the voluntary or involuntary liquidating value of such
preferred stock, whichever is greater, and by valuing Minority Interests
constituting common stock at the book value of capital and surplus applicable
thereto adjusted, if necessary, to reflect any changes from the book value of
such common stock required by the foregoing method of valuing Minority Interests
in preferred stock.

         

        “Monetary
Default” is defined in Section 11.

         

        “Multiemployer
Plan” means any Plan that is a “multiemployer plan” (as such term is
defined in section 4001(a)(3) of ERISA).

         

        “Net Income”
means, for any computation period, with respect to the Company on a consolidated
basis with its Subsidiaries (other than any Subsidiary which is restricted from
declaring or paying dividends or otherwise advancing funds to its parent whether
by contract or otherwise), cumulative net income earned during such period as
determined in accordance with GAAP, but (ii) excluding any non-cash charges
or gains which are unusual, non-recurring or extraordinary and
(ii) including, to the extent not otherwise included in the determination
of Net Income, all cash dividends and cash distributions actually received by
the Company or any Subsidiary.

         

        “Net Proceeds
Amount” means, with respect to any Transfer of any property by any
Person, an amount equal to the difference
of

         

                       
(a)    the aggregate amount of the consideration (valued at the
Fair Market Value of such consideration at the time of the consummation of such
Transfer) allocated to such Person in respect of such Transfer, net of any
applicable taxes incurred in connection with such Transfer, minus

         

                       
(b)    all ordinary and reasonable out-of-pocket costs and
expenses actually incurred by such Person in connection with such
Transfer.

         

        “Notes” is
defined in Section 1.

         

        “Obligors”
means the Company and the Subsidiary
Guarantors.

         

        “Officer’s
Certificate” means a certificate of a Senior Financial Officer or of any
other officer of the Company whose responsibilities extend to the subject matter
of such certificate.

         

        “Other
Agreements” is defined in Section 2.1.

         

        “Other
Purchasers” is defined in Section 2.1.

         

        “PBGC” means
the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any
successor thereto.


        
          
             


          

          
            B-8

            
              

            

          

          
             


          

        

         

        “Person”
means an individual, partnership, corporation, limited liability company,
association, trust, unincorporated organization, or a government or agency or
political subdivision thereof.

         

        “Plan” means
an “employee benefit plan” (as defined in section 3(3) of ERISA) that is
or, within the preceding five years, has been established or maintained, or to
which contributions are or, within the preceding five years, have been made or
required to be made, by the Company or any ERISA Affiliate or with respect to
which the Company or any ERISA Affiliate may have any
liability.

         

        “Pledge
Agreement” means that certain Pledge Agreement dated as of July 18, 2008,
among the Company, certain Subsidiaries of the Company, JPMorgan Chase Bank,
N.A., as pledgee, and the Secured Creditors or their representatives identified
therein from time to time, as amended, restated, supplemented or otherwise
modified from time to time.

         

         “Priority
Debt” means the sum, without duplication, of (i) Debt of the Company
or any Subsidiary secured by Liens not otherwise permitted by clauses (a)
through (i) of Section 10.5 and, but without duplication,
(ii) all Debt of Subsidiaries (other than to the Company or another
Subsidiary) excluding Debt of Subsidiary Guarantors.

         

        “property”
or “properties”
means, unless otherwise specifically limited, real or personal property of any
kind, tangible or intangible, choate or inchoate.

         

        “Property
Reinvestment Application” means, with respect to any Transfer of property
constituting an Asset Disposition, the application of an amount equal to the Net
Proceeds Amount with respect to such Transfer to the acquisition by the Company
or any of its Subsidiaries of operating assets for the Company or any Subsidiary
to be used in the principal business of such Person.

         

        “Proposed
Prepayment Date” is defined in
Section 8.3.

         

        “Purchase”
shall mean and include any transaction or series of related transactions after
the date of Closing, by which the Company or any of its Subsidiaries
(a) acquires any ongoing business or all or substantially all of the assets
of any firm, corporation or division or line of business thereof, whether
through purchase of assets, merger or otherwise, or (b) directly or
indirectly acquires (in one transaction or as the most recent transaction in a
series of transactions) at least a majority (in number of votes) of the
securities of a corporation which have ordinary voting power for the election of
directors (other than securities having such power only by reason of the
happening of a contingency) or a majority (by percentage or voting power) of the
outstanding partnership interests of a partnership.

         

        “QPAM
Exemption” means a Prohibited Transaction Class Exemption 84-14 issued by
the United States Department of Labor.


        
          
             


          

          
            B-9

            
              

            

          

          
             


          

        

         

        “Ralston
Obligations” means the indemnification obligations of the Company
existing on the date of Closing in favor of General Mills Inc. with respect to
its indemnification of Ralston Purina Company, as more fully described in
Note 14 of the Company’s Annual Report on Form 10-K for the year ended
September 30, 2002 under “Other Contingencies.”

         

        “Required
Holders” means, at any time, the holders of at least 51% in principal
amount of the Notes at the time outstanding (exclusive of Notes then owned by
the Company or any of its Affiliates).

         

        “Responsible
Officer” means any Senior Financial Officer and any other officer of the
Company with responsibility for the administration of the relevant portion of
this Agreement.

         

        “Secured Debt
Agreements” shall have the meaning set forth in the Pledge
Agreement.

         

         “Securities
Act” means the Securities Act of 1933, as amended from time to
time.

         

        “Security”
has the same meaning as Section 2(1) of the Securities
Act.

         

        “Senior
Debt” shall mean and include (i) any Debt of the Company (other than
Debt owing to any Subsidiary or Affiliate) which is not expressed to be junior
or subordinate to any other Debt of the Company, and (ii) any Debt of a
Subsidiary (other than Debt owing to the Company, any other Subsidiary or any
Affiliate).

         

        “Senior Financial
Officer” means the chief financial officer, principal accounting officer,
treasurer or controller of the Company.

         

         “Series 2009A
Notes” is defined in Section 1.

         

         “Series 2009B
Notes” is defined in Section 1.

         

         “Subsidiary”
means, as to any Person, any corporation, association or other business entity
in which such Person or one or more of its Subsidiaries or such Person and one
or more of its Subsidiaries owns sufficient equity or voting interests to enable
it or them (as a group) ordinarily, in the absence of contingencies, to elect a
majority of the directors (or Persons performing similar functions) of such
entity, and any partnership or joint venture if more than a 50% interest in the
profits or capital thereof is owned by such Person or one or more of its
Subsidiaries or such Person and one or more of its Subsidiaries (unless such
partnership can and does ordinarily take major business actions without the
prior approval of such Person or one or more of its
Subsidiaries).  Unless the context otherwise clearly requires, any
reference to a “Subsidiary” is a reference to a Subsidiary of the
Company.

         

        “Subsidiary
Guarantee” shall mean the Subsidiary Guarantee dated as of May 28, 2009
substantially in the form of Exhibit 4.11 hereto together with any and all
amendments, modifications, supplements and accessions thereto or in respect
thereof.


        
          
             


          

          
            B-10

            
              

            

          

          
             


          

        

         

        “Subsidiary
Guarantor” shall mean and include each Subsidiary which is obligated
whether as guarantor or direct obligor, in respect of any obligations under the
Bank Agreement or as a guarantor or direct obligor in respect of any other Debt
of the Company; provided, however, that if such Subsidiary is organized in a
jurisdiction other than the United States or Canada, then solely for purposes of
determining ‘Priority Debt’, such Subsidiary shall not be deemed a Subsidiary
Guarantor unless the Company provides to each holder of Notes a written opinion
of independent counsel addressed to the holders of Notes to the effect that the
Subsidiary Guarantee of such Subsidiary Guarantor has been duly authorized,
executed and delivered by such Subsidiary Guarantor and constitutes a legal,
valid and binding obligation enforceable against such Subsidiary Guarantor in
accordance with its terms, subject to usual and customary exceptions and
assumptions reasonably satisfactory to the Required Holders at the time such
Subsidiary becomes obligated as a guarantor or direct obligor in respect of any
other Debt of the Company.

         

        “Subsidiary
Stock” means, with respect to any Person, the stock (or any options or
warrants to purchase stock or similar equity interests or other Securities
exchangeable for or convertible into stock or similar equity interests) of any
Subsidiary of such Person.

         

        “Supplement”
is defined in Section 2.2.

         

        “Total Debt”
shall mean, as of the date of any determination thereof, the aggregate unpaid
principal amount of all Debt of the Company and its Subsidiaries on a
consolidated basis.

         

        “Transfer”
means, with respect to any Person, any transaction in which such Person sells,
conveys, transfers (including by merger or consolidation) or leases (as lessor)
any of its property, including, without limitation, Subsidiary Stock but
excluding dividends to the extent paid in cash.  For purposes of
determining the application of the Net Proceeds Amount in respect of any
Transfer, the Company may designate any Transfer as one or more separate
Transfers each yielding a separate Net Proceeds Amount.  In any such
case, (a) the Disposition Value of any property subject to each such
separate Transfer and (b) the amount of Consolidated Total Assets
attributable to any property subject to each such separate Transfer shall be
determined by ratably allocating the aggregate Disposition Value of, and the
aggregate Consolidated Total Assets attributable to, all property subject to all
such separate Transfers to each such separate Transfer on a proportionate
basis.

         

        “2009 Notes”
is defined in Section 1.

         

         “USA Patriot
Act” means United States Public Law 107-56, Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the
rules and regulations promulgated thereunder from time to time in
effect.

         

        “Vail
Adjustment” shall mean, as of the date of any determination, the value
(but not less than zero) of the equity investment of the Company and its
Subsidiaries in Vail Resorts, Inc.


        
          
             


          

          
            B-11

            
              

            

          

          
             


          

        

         

        “Vail Owner”
means RH Financial Corporation, a Nevada corporation and a Wholly-Owned
Subsidiary, which owns shares of capital stock in Vail Resorts, Inc. and shall
also include the Company and/or any other Subsidiary upon a Transfer of such
capital stock by RH Financial Corporation to the Company or to such Subsidiary,
respectively. 

         

        “Wholly-Owned
Subsidiary” means, at any time, any Subsidiary one hundred percent (100%)
of all of the equity interests (except directors’ qualifying shares) and voting
interests of which are owned by any one or more of the Company and the Company’s
other Wholly-Owned Subsidiaries at such
time.



      
        
          
          

        

        
          B-12