Exhibit
4.3
SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE (this
“Supplemental Indenture”) is dated as of August 4,
2008, by and between Ralcorp Holdings, Inc. (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, Splitco was
merged with and into Ralcorp Mailman LLC (“Mailman”),
with Mailman being the surviving corporation, whereupon the
separate corporate existence of Splitco ceased and Mailman assumed
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 pursuant to the
First Supplemental Indenture dated as of August 4, 2008;
and
WHEREAS, effective August 4, 2008, (the
“Effective Time”), Mailman was merged with and into the
Company, with the Company being the surviving corporation (the
“Merger”), whereupon the separate corporate existence
of Mailman 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, the Subsidiary Guarantee between the
Subsidiary Guarantors named therein, the Company, with respect to
Section 5 thereto, and the Trustee, is required pursuant to
Sections 1011 and 1018 of the Indenture and such Subsidiary
Guarantee, is being executed simultaneously with this Supplemental
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:
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