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 -------------------------------------- Name: Christopher K. Porter Title: Vice President BANCA NAZIONALE DEL LAVORO S.P.A. By: /s/ Filippo Cattaneo -------------------------------------- Name: Filippo Cattaneo Title: Relationship Manager By: /s/ Francesco Di Mario -------------------------------------- Name: Francesco Di Mario Title: Senior Manager THE BANK OF NEW YORK By: /s/ Mark Wrigley -------------------------------------- Name: Mark Wrigley Title: Vice President
COMERICA BANK By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- COMMERCE BANK, N.A. By: /s/ Wayne C. Lewis -------------------------------------- Name: Wayne C. Lewis Title: Vice President SUNTRUST BANK, as Co-Agent and as a Lender By: /s/ Hugh E. Brown -------------------------------------- Name: Hugh E. Brown Title: Vice President UNICREDITO ITALIANO By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- UMB BANK, N.A. By: /s/ David A. Proffitt -------------------------------------- Name: David A. Proffitt Title: Senior Vice President
COBANK, ACB By: /s/ S. Richard Dill -------------------------------------- Name: S. Richard Dill Title: Vice President FARM CREDIT SERVICES OF MINNESOTA VALLEY PCA D/B/A FCS COMMERCIAL FINANCE GROUP By: /s/ Jeremy Voigts -------------------------------------- Name: Jeremy Voigts Title: Commercial Loan Officer AGFIRST, FCB By: /s/ Bruce B. Fortner -------------------------------------- Name: Bruce B. Fortner Title: Vice President U.S. AGBANK, FCB (f/k/a Farm Credit Bank of Wichita) By: /s/ Greg E. Somerhalder -------------------------------------- Name: Greg E. Somerhalder Title: Vice President FARM CREDIT SERVICES OF AMERICA, PCA By: /s/ Gary Mazow -------------------------------------- Name: Gary Mazow Title: Vice President
GREENSTONE FARM CREDIT SERVICES, FLCA By: /s/ Alfred S. Compton, Jr. -------------------------------------- Name: Alfred S. Compton, Jr. Title: Vice President-Lending Officer NORTHWEST FARM CREDIT SERVICES, PCA By: /s/ Jim D. Allen -------------------------------------- Name: Jim D. Allen Title: Senior Vice President Canadian Imperial Bank of Commerce By: /s/ John O'Dowd -------------------------------------- Name: John O'Dowd Title: Authorized Signatory By: /s/ Milena Grgic -------------------------------------- Name: Milena Grgic Title: Authorized Signatory /s/ James J. Zenni, Jr. ----------------------------------------- BDC FINANCE, LLC Name: James J. Zenni, Jr. Title: Director DEUTSCHE BANK AG NEW YORK BRANCH By: DBServices New Jersey, Inc. By: /s/ Deirdre Whorton -------------------------------------- Name: Deirdre Whorton Title: Assistant Vice President By: /s/ Edward Schaffer -------------------------------------- Name: Edward Schaffer Title: Vice President
Farm Credit Services of Missouri, PCA By: /s/ Lee Fuchs -------------------------------------- Name: Lee Fuchs Title: Vice President, Capital Markets Citigroup Financial Products, Inc. By: /s/ Vincent Farrell -------------------------------------- Name: Vincent Farrell Title: Authorized Signatory ACKNOWLEDGED AND AGREED: AMERICAN ITALIAN PASTA COMPANY By: /s/ Tim Webster -------------------------------------- Name: Tim Webster Title: President & CEO AIPC FINANCE, INC. By: /s/ George Shadid -------------------------------------- Name: George Shadid Title: Authorized Agent AIPC SALES CO. By: /s/ Tim Webster -------------------------------------- Name: Tim Webster Title: President & CEO
AIPC WISCONSIN, LIMITED PARTNERSHIP By: America Italian Pasta Company, its General Partner By: /s/ Tim Webster -------------------------------------- Name: Tim Webster Title: President & CEO AIPC MISSOURI, LLC By: American Italian Pasta Company, its Managing Member By: /s/ Tim Webster -------------------------------------- Name: Tim Webster Title: President & CEO AIPC SOUTH CAROLINA, INC. By: /s/ George Shadid -------------------------------------- Name: George Shadid Title: Authorized Agent AIPC ARIZONA, LLC By: AIPC Finance, Inc., its sole Member By: /s/ George Shadid -------------------------------------- Name: George Shadid Title: Authorized Agent