Item 1.01. Entry into a Material Definitive Agreement.

On May 28, 2009, Ralcorp Holdings, Inc. ("Ralcorp") authorized the issuance and sale of (i) $50,000,000 aggregate principal amount of its 7.45% Senior Notes, Series 2009A, due May 28, 2019 and (ii) $50,000,000 aggregate principal amount of its 7.60% Senior Notes, Series 2009B, due May 28, 2021 (collectively, the "Notes") pursuant to a Note Purchase Agreement. The Notes were sold to institutional investors and proceeds from the sale will be used to fund general corporate purposes.

The Notes are subject to standard covenants, representations and warranties. The obligations of the Company under the Notes are guaranteed by each of the Company's material U.S. operating subsidiaries. The Notes constitute unsubordinated indebtedness of Ralcorp and rank equally with all other unsubordinated indebtedness of Ralcorp from time to time outstanding. At its option, Ralcorp may prepay all or any amount of the outstanding Notes subject to a "make-whole" premium.

The foregoing description of the Notes is qualified in its entirety by reference to the Note Purchase Agreement which is included as Exhibit 10.1 and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information provided above in response to Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

Exhibit 10.1 Note Purchase Agreement dated May 28, 2009

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