Re: Waivers under Credit Agreement

                                                                    Exhibit 10.3

                                  July 19, 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 amended,

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 (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 to the Lenders in a

conference call on July 12, 2005.

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

(i) the occurrence of any Event of Default or Unmatured Event of Default other

than the Known Defaults, (ii) September 16, 2005 and (iii) 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.

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

Required Lenders agree that (a) the $30,000,000 reduction in the Aggregate

Revolving Commitment Amount that is scheduled to occur on the first day of

Fiscal Year 2006 shall instead occur upon the effectiveness hereof and (b) the

$5,000,000 limitation set forth in Section 10.12(v) of the Credit Agreement

shall apply to all sales and other dispositions of assets during any Fiscal

Year.

     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 may be executed in counterparts (including by facsimile)

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 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 12:00 noon (Chicago time) on July 19, 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 (after giving effect to

the reduction in the Aggregate Revolving Commitment Amount referred to in the

fourth paragraph hereof).

                            [SIGNATURES ON NEXT PAGE]

     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/ Jeffery 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. Clark

                                       Title:  Vice President

                                       U.S. BANK NATIONAL ASSOCIATION, as

                                       Syndication Agent and as a Lender

                                       By:

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

                                       Name:

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

                                       Title:

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

                                       ING CAPITAL LLC

                                       By:     /s/ Lina A. Garcia

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

                                       Name:   Lina A. Garcia

                                       Title:  Vice President

                                       KEYBANK NATIONAL ASSOCIATION, as Co-Agent

                                       and as a Lender

                                       By:

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

                                       Name:

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

                                       Title:

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

                                       COÖPERATIEVE 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