Unassociated Document


    
      

    


    Exhibit
      10.4

     

    


     

    AMENDMENT
      NO. 5 TO RECEIVABLES PURCHASE AGREEMENT

     

    THIS
      AMENDMENT NO. 5 TO RECEIVABLES PURCHASE AGREEMENT,
      dated as of October 20, 2005 (this “Amendment”),
      is by and among Ralcorp Holdings, Inc., a Missouri corporation, as Master
      Servicer (the “Master
      Servicer”), Ralcorp
      Receivables Corporation, a Nevada corporation (together with the Master
      Servicer, the “Seller
      Parties”),
      Falcon Asset Securitization Corporation, a Delaware corporation (“Conduit”)
      and JPMorgan Chase Bank, N.A., successor by merger to Bank One, NA (Main Office
      Chicago), individually and as agent (in such capacity, the “Agent”),
      and pertains to the Receivables Purchase Agreement dated as of September 25,
      2001 by and among the parties hereto, as heretofore amended (the “Existing
      Agreement”).
      Unless defined elsewhere herein, capitalized terms used in this Amendment shall
      have the meanings assigned to such terms in the Existing Agreement.

     

    PRELIMINARY
      STATEMENT

    


    The
      parties wish to amend the Existing Agreement as hereinafter set
      forth.

     

    NOW,
      THEREFORE,
      in consideration of the premises and the mutual covenants herein contained,
      and
      for other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the parties hereto agree as follows:

     

    1.   
      Amendment.
      The following definition in the Existing Agreement is hereby amended and
      restated in its entirety to read as follows:

     

    “Liquidity
      Termination Date”
      means October 19, 2006.

     

    2.   
      Representations.
      In order to induce the Agent and the Purchasers to agree to this Amendment,
      each
      Seller Party hereby makes as of the date hereof each of the representations
      and
      warranties contained in Section 5.1 of the Existing Agreement.

     

    3.   
      Condition
      Precedent.
      This Amendment shall become effective as of the date hereof upon receipt by
      the
      Agent of counterparts hereof duly executed by each of the parties
      hereto.

     

    4.    Miscellaneous.

     

    4.1. CHOICE
      OF LAW. 
      THIS
      AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
      (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

     

    
      
        
        

      

      
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    4.2. Binding
      Effect.
      This Amendment shall be binding upon and inure to the benefit of the parties
      and
      their respective successors and permitted assigns (including any
      trustee
      in bankruptcy and the Agent). 

     

    4.3. Counterparts;
      Severability.
      This
      Amendment may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and all of which, taken together, shall constitute one and
      the
      same agreement. Any provisions of this Amendment which are 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 not invalidate or render unenforceable such provision in
      any
      other jurisdiction.

     

    


     

    <Signature
      Pages Follow>

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the parties hereto have caused this Amendment to be duly executed and delivered
      as of the date hereof.

     

    RALCORP
      HOLDINGS, INC., as
      Master Servicer

    


    


    By:_____________________________________     

    Name:

    Title:

    


    


    RALCORP
      RECEIVABLES CORPORATION

    


    


    By:_____________________________________     

    Name:

    Title:

    


    


    
      
        
        

      

      
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    JPMORGAN
      CHASE BANK, N.A., individually
      and as Agent

    


    


    By:
      _______________________________________

    Vice
      President

    


    


    


    FALCON
      ASSET SECURITIZATION CORPORATION

    


    By:
      JPMorgan Chase Bank, N.A., its Attorney-in-Fact

    


    


    By:
      _______________________________________

    Vice
      President

    


    


    
      
        
        

      

      
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