0001029506-06-000013 Sample Contracts

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Ralcorp Holdings, Inc. Fifth Supplement to Note Purchase Agreements Dated as of December 21, 2005
Ralcorp Holdings Inc /Mo • February 9th, 2006 • Grain mill products • New York

This Fifth Supplement to Note Purchase Agreements (the or this "Fifth Supplement") is among Ralcorp Holdings, Inc., a Missouri corporation (the "Company") and the institutional investors named on Schedule A attached hereto (the "Series F Purchasers").

Ralcorp Holdings, Inc. First Amendment Dated as of December 22, 2005 to
Note Purchase • February 9th, 2006 • Ralcorp Holdings Inc /Mo • Grain mill products • New York

Reference is made to (i) the separate Note Purchase Agreements, each dated as of May 22, 2003 (the "Original Note Purchase Agreements"), by and between Ralcorp Holdings, Inc., a Missouri corporation (the "Company"), and each of the purchasers of the $150,000,000 aggregate principal amount of Floating Rate Senior Notes, Series A, due May 22, 2010 (the "Series A Notes") of the Company issued pursuant thereto; (ii) the First Supplement to Note Purchase Agreements, dated as of December 22, 2003 (the "First Supplement"), between the Company and the purchasers of the $145,000,000 aggregate principal amount of 4.24% Senior Notes, Series B, due December 22, 2010 (the "Series B Notes") of the Company issued pursuant thereto; (iii) the Second Supplement to Note Purchase Agreements, dated as of December 22, 2003 (the "Second Supplement"), between the Company and the purchasers of the $50,000,000 aggregate principal amount of 5.43% Senior Notes, Series C, due December 22, 2013 (the "Series C Notes

Ralcorp Holdings, Inc. Fourth Supplement to Note Purchase Agreements Dated as of December 21, 2005
Ralcorp Holdings Inc /Mo • February 9th, 2006 • Grain mill products • New York

This Fourth Supplement to Note Purchase Agreements (the or this "Fourth Supplement") is among Ralcorp Holdings, Inc., a Missouri corporation (the "Company") and the institutional investors named on Schedule A attached hereto (the "Series E Purchasers").

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