Exhibit
10.4
AMENDMENT NO. 5 TO
RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 5 TO RECEIVABLES PURCHASE
AGREEMENT, dated as
of October 20, 2005 (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
Corporation, a Delaware 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
following definition in the Existing Agreement is hereby amended
and restated in its entirety to read as follows:
“Liquidity Term
