Exhibit
4.2
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE (this
“Supplemental Indenture”) is dated as of August 4,
2008, by and between Ralcorp Mailman LLC (the
“Company”), and Deutsche Bank Trust Company Americas
(the “Trustee”).
RECITALS
WHEREAS, Cable Holdco, Inc., a Delaware
corporation (“Splitco”) and the Trustee entered into an
Indenture dated as of August 4, 2008 (the “Indenture”),
pursuant to which Splitco issued $577,500,000 aggregate principal
amount of its 7.29% Notes due 2018, $20,000,000 of its Floating
Rate Notes due 2018 and $67,000,000 of its 7.39% Notes due 2020
(collectively, the “Securities”); and
WHEREAS, effective August 4, 2008, (the
“Effective Time”), Splitco was merged with and into the
Company, with the Company being the surviving corporation (the
“Merger”), whereupon the separate corporate existence
of Splitco ceased; and
WHEREAS, Section 801 of the Indenture prohibits
the consummation of the Merger, unless the Company assumes the due
and punctual payment of the principal of (and premium, if any) and
the interest on all of the Securities in accordance with their
terms, and the due and punctual performance and observance of all
the covenants and conditions of the Indenture; and
WHEREAS, capitalized terms used and not
otherwise defined herein shall have the respective meanings
assigned to such terms in the Indenture; and
WHEREAS, this Supplemental Indenture shall be
effective as of the Effective Time.
NOW, THEREFORE, in compliance with Section 801
and Article 9 of the Indenture, and in consideration of the
covenants contained herein and intending to be legally bound
hereby, Company and the Trustee, for the benefit of the holders of
the Securities, agree as follows:
1.
Assumption of Payment and Performance. As of and
after the Effective Time, Company hereby expressly assumes the due
and punctual payment of the principal of (and premium, if any) and
interest on all of the Securities and the due and punctual
performance and observance of all of the covenants and conditions
of the Indenture on the part of Splitco to be performed or
observed.
2.
Effect of Supplemental Indenture. As of and
after the Effective Time, (i) the Indenture is modified
in
