Re: Waivers under Credit Agreement

                               September 15, 2005

American Italian Pasta Company

4100 N. Mulberry Drive

Suite 200

Kansas City, MO 64116

         Re:      Waivers under Credit Agreement

Ladies/Gentlemen:

         Please refer to the Credit Agreement dated as of July 16, 2001 (as

previously amended or otherwise modified, the "Credit Agreement") among American

Italian Pasta Company (the "Company"), various financial institutions and Bank

of America, N.A., as administrative agent (in such capacity, the "Administrative

Agent"). Capitalized terms used but not otherwise defined herein shall have the

respective meanings given to them in the Credit Agreement.

         At the request of the Company, the Required Lenders waive until the

Waiver Termination Date (as defined below) any Event of Default (collectively,

the "Known Defaults") arising from (a) the failure of the Company to comply with

Section 10.6.1 (Minimum Fixed Charge Coverage Ratio), 10.6.2 (Maximum Leverage

Ratio) and 10.6.4 (Minimum EBITDA) of the Credit Agreement for the Computation

Period ended July 1, 2005 and the Computation Period ending September 30, 2005,

(b) the failure of the Company to comply with Section 10.2(i) of the Credit

Agreement or the inaccuracy of the representation and warranty in Section 9.4 of

the Credit Agreement or of any certificate delivered pursuant to Section 10.1.1,

10.1.2 or 10.1.3 with respect to any financial statements previously delivered

by the Company to the Administrative Agent or any Lender pursuant to the Credit

Agreement, in each case to the extent arising out of the matters described by

the Company in its press release dated August 9, 2005 and in conference calls

with the Lenders held on July 12, 2005, August 11, 2005 and September 8, 2005

(the "Disclosed Matters"), and (c) the failure by the Company to deliver

financial statements and the corresponding compliance certificate pursuant to

Sections 10.1.2 and 10.1.3 of the Credit Agreement for the Fiscal Quarter ended

July 1, 2005 so long as, in the case of this clause (c), the Company delivers to

the Administrative Agent and the Lenders, not later than September 19, 2005,

financial statements for such Fiscal Quarter together with (i) a statement to

the effect that such financial statements accurately set forth the financial

condition and results of operations of the Company and its Subsidiaries for, and

as of the end of, such Fiscal Quarter, without giving effect to the Permitted

Adjustments (as defined below) and (ii) calculations in reasonable detail (but

without giving effect to the Permitted Adjustments) of the financial covenants

set forth in Section 10.6 of the Credit Agreement as of the last day of such

Fiscal Quarter. For purposes of the foregoing, "Permitted Adjustments" means (x)

adjustments resulting (or that may result) from the pending investigation by the

audit committee of the Company's board of directors, (y) adjustments that may

result from the Disclosed Matters and (z) normal year-end audit adjustments.

         As used herein, "Waiver Termination Date" means the earliest to occur

of (i) failure of the Company to comply with the requirements set forth in

clause (c) of the preceding paragraph, (ii) the occurrence of any Event of

Default or Unmatured Event of Default other than the Known

Defaults, (iii) December 16, 2005 and (iv) the date of the effectiveness of an

amendment to the Credit Agreement amending the financial covenants set forth in

clause (a) of the preceding paragraph. The Company acknowledges that (absent the

Required Lenders granting, in their sole and complete discretion, a subsequent

waiver or amendment), immediate Events of Default shall exist on the Waiver

Termination Date as a result of (x) the Known Defaults and (y) any other

then-existing event that constitutes an Event of Default.

         In consideration of the waivers set forth above, the Company agrees

with the Lenders that, during the Waiver Period and at any time thereafter

during the existence of an Event of Default, the Company will not, and will not

permit any Subsidiary to, make any Restricted Payment of the type described in

clause (iii) of the proviso to Section 10.10 of the Credit Agreement, other than

repurchases of the Company's capital stock (a) from current or former employees

of the Company or any Subsidiary pursuant to the American Italian Pasta Company

2000 Equity Incentive Plan, (b) from the Company's 401-k plan and (c) pursuant

to the terms of any other employee benefit arrangement as in effect prior to

September 1, 2005.

         This waiver letter is limited to the matters specifically set forth

herein and shall not be deemed to constitute a waiver, consent or amendment with

respect to any other matter whatsoever. Except as specifically set forth herein,

the Credit Agreement shall remain in full force and effect and is hereby

ratified in all respects.

         This waiver letter shall become effective when the Administrative Agent

has received (a) counterparts hereof executed by the Required Lenders and

acknowledged by the Company and each Guarantor and (b) a waiver fee for each

Lender that, on or prior to 5:00 p.m. (Chicago time) on September 15, 2005,

delivers an executed counterpart hereof to the Administrative Agent, such waiver

fee to equal 0.10% of the sum of (i) the outstanding principal amount of such

Lender's Term Loan and (ii) such Lender's Revolving Commitment.

         This waiver letter may be executed in counterparts and by the parties

hereto on separate counterparts. A signature page hereto delivered by facsimile

shall be effective as delivery of an original counterpart.

         This letter agreement shall be a contract made under and governed by

the laws of the State of Illinois applicable to contracts made and to be

performed entirely within such State.

                                       BANK OF AMERICA, N.A., as Administrative

                                       Agent

                                       By:  /s/ Jeffrey T. White

                                          --------------------------------------

                                       Name:  Jeffery T. White

                                       Title:  Assistant Vice President

                                       BANK OF AMERICA, N.A., as a Lender

                                       By:  /s/ John P. Mills

                                          --------------------------------------

                                       Name:  John P. Mills

                                       Title:  Vice President

                                       JPMORGAN CHASE BANK, N.A. (f/k/a Bank

                                       One, NA), as Documentation Agent and as a

                                       Lender

                                       By:  /s/ Danielle M. Clarke

                                          --------------------------------------

                                       Name:  Danielle M. Clarke

                                       Title:  Vice President

                                       U.S. BANK NATIONAL

                                       ASSOCIATION, as Syndication

                                       Agent and as a Lender

                                       By:  /s/ Edward C. Lyss

                                          --------------------------------------

                                       Name:  Edward C. Lyss

                                       Title:  Vice President

                                       ING CAPITAL LLC

                                       By:  /s/ Dan Lamprecht

                                          --------------------------------------

                                       Name:  Dan Lamprecht

                                       Title:  Managing Director

                                       By:

                                          --------------------------------------

                                       Name:

                                            ------------------------------------

                                       Title:

                                             -----------------------------------

                                       KEYBANK NATIONAL ASSOCIATION, as Co-Agent

                                       and as a Lender

                                       By:

                                          --------------------------------------

                                       Name:

                                            ------------------------------------

                                       Title:

                                             -----------------------------------

                                       COOPERATIEVE CENTRALE RAIFFEISEN-

                                       BOERENLEENBANK B.A., "RABOBANK

                                       NEDERLAND", NEW YORK BRANCH, as Co-Agent

                                       and as a Lender

                                       By:  /s/ Brad Peterson

                                          --------------------------------------

                                       Name:  Brad Peterson

                                       Title:  Executive Director

                                       By:  /s/ Brett Delfino

                                          --------------------------------------

                                       Name:  Brett Delfino

                                       Title:  Executive Director

                                       WELLS FARGO BANK, N.A., as Co-Agent and

                                       as a Lender

                                       By:  /s/ Christopher K. Porter

                                   &nbs