ex10p6.htm


    
      
        

      
Exhibit 10.6

     

    


     

    AMENDMENT
      NO. 7 TO RECEIVABLES PURCHASE AGREEMENT

     

    THIS
      AMENDMENT NO. 7 TO RECEIVABLES PURCHASE AGREEMENT, dated as of
      October 18, 2007 (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 Company LLC,
      a Delaware limited liability company formerly known as Falcon Asset
      Securitization 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
      definition of “Liquidity Termination Date” in the
      Existing Agreement is hereby amended and restated in its entirety to read as
      follows:

     

     “Liquidity
      Termination Date” means December 14, 2007.

     

    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.

     

    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).

     

    
      
        
        

      

      
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    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
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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                                                                                   
                

            
	 	
              Title:

            
	 	 
	 	 
	 	 
	 	
              FALCON
                ASSET SECURITIZATION COMPANY LLC

            
	 	 
	 	
              BY: 
                JPMORGAN
                CHASE
                BANK,
                N.A., ITS
                ATTORNEY-IN-FACT

            
	 	 
	 	 
	 	
              By                                                                                   
                

            
	 	
              Title:

            


    

    


    
      
        
        

      

      
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