Exhibit 10.1
Execution Version
CONSENT
THIS CONSENT (this "Consent"), dated as of November 26, 2012, is by and among
RALCORP RECEIVABLES, LLC (formerly Ralcorp Receivables Corporation), a Nevada
limited liability company (the "Seller"), RALCORP HOLDINGS, INC., a Missouri
corporation, as master servicer (in such capacity, the "Master Servicer"), the
"Funding Agents" party hereto and JPMorgan Chase Bank, N.A., a national banking
association, as agent for the Purchasers (in such capacity, the "Agent").
Capitalized terms used herein and not otherwise defined herein shall have the
meaning given to such terms in the Receivables Purchase Agreement (defined
below).
WHEREAS, the Seller, the Master Servicer, the Purchasers, the Funding Agents and
the Agent are parties to that certain Amended and Restated Receivables Purchase
Agreement, dated as of November 4, 2010 (as amended, supplemented or otherwise
modified prior to the date hereof, the "Receivables Purchase Agreement");
WHEREAS, Section 9.1(c)(iii) of the Receivables Purchase Agreement provides that
an Amortization Event will occur if Ralcorp fails to observe any covenant
contained in Section 6.17 of the Ralcorp Credit Agreement as in effect on May 1,
2012, without regard to any amendment or modification thereto or restatement
thereof unless the Funding Agents shall have consented in writing to such
amendment, modification or restatement;
WHEREAS, the Seller has notified the Agent and the Funding Agents that Ralcorp
intends to enter into an amendment of Section 6.17 of the Ralcorp Credit
Agreement, as set forth on Exhibit A attached hereto (the "Credit Agreement
Amendment") and in connection therewith, the Seller has requested that the Agent
and the Funding Agents consent to the Credit Agreement Amendment upon the terms
and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and
conditions contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
SECTION 1.
CREDIT AGREEMENT AMENDMENT.
EACH OF THE SELLER AND
MASTER SERVICER HEREBY REPRESENTS AND WARRANTS TO THE AGENT AND THE FUNDING
AGENTS THAT THE FORM OF THE CREDIT AGREEMENT AMENDMENT ATTACHED HERETO AS
EXHIBIT A IS THE FINAL FORM THEREOF AND EXCEPT AS SET FORTH ON EXHIBIT A HERETO
THERE HAVE BEEN NO AMENDMENTS OR MODIFICATIONS TO SECTION 6.17 OF THE RALCORP
CREDIT AGREEMENT SINCE MAY 1, 2012.
SECTION 2.
CONSENT TO CREDIT AGREEMENT AMENDMENT.
SUBJECT TO
THE TERMS AND CONDITIONS SET FORTH HEREIN, THE AGENT AND THE FUNDING AGENTS
CONSENT TO THE CREDIT AGREEMENT AMENDMENT.
SECTION 3.
CONDITIONS PRECEDENT.
THIS CONSENT SHALL BECOME
EFFECTIVE AS OF THE DATE HEREOF (THE "EFFECTIVE DATE") UPON THE RECEIPT BY THE
AGENT OF (A) THIS CONSENT, (B) THE CREDIT AGREEMENT AMENDMENT, IN EACH CASE,
DULY EXECUTED BY THE PARTIES HERETO OR THERETO.
SECTION 4.
REPRESENTATIONS AND WARRANTIES.
EACH OF THE SELLER
AND THE MASTER SERVICER HEREBY REPRESENTS AND WARRANTS THAT:
4.1.
THIS CONSENT AND THE RECEIVABLES PURCHASE AGREEMENT, AS AMENDED
HEREBY, CONSTITUTE LEGAL, VALID AND BINDING OBLIGATIONS OF SUCH PARTIES AND ARE
ENFORCEABLE AGAINST SUCH PARTIES IN ACCORDANCE WITH