INDENTURE

___________

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

INDENTURE, dated as of [August 4], 2008 between Cable Holdco, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at Cable Holdco, Inc., c/o Kraft Foods Inc., Three Lakes Drive, Northfield, IL 60093, and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (herein called the “Trustee”).

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of its senior unsubordinated notes (herein called the “Securities”), to be issued as provided in this Indenture.

All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows:

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2) all other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP, and, except as otherwise herein expressly provided, the term GAAP with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation in the United States of America; and

(4) unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Indenture; and

(5) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

“144A Global Security” means Securities bearing the legend for global securities set forth in Section 205 and the Rule 144A/Regulation S legend set forth in Section 206 and deposited with and registered in the name of the Depositary or its nominee and sold for initial resale in reliance on Rule 144A.

“2018 Fixed Rate Notes” means the Company’s 7.29% Notes due 2018.

“2018 Floating Rate Notes” means the Company’s Floating Rate Notes due 2018.

“2020 Fixed Rate Notes” means the Company’s 7.39% Notes due 2020.

“Accounts Receivable Financing Program” means a program of sales or securitization of, or transfers of interests in, accounts receivable and related contract rights by the Company or any Subsidiary on a limited recourse basis provided that each such sale or transfer qualifies as a sale under GAAP and provided further that the aggregate amount of financing or sales thereunder at any time outstanding shall not exceed an amount equal to 7.5% of (a) Consolidated Total Assets as of the most recent fiscal quarter for which financial statements have been provided pursuant to Section 704 minus (b) the aggregate amount of goodwill and other intangible assets of the Company and its Subsidiaries as of such fiscal quarter end, in each case as reflected on the Company’s consolidated financial statements.

“Act”, when used with respect to any Holder, has the meaning specified in Section 104.

“Adjusted Consolidated Interest Expense” means (i) Consolidated Interest Expense plus (ii) consolidated interest, yield or discount accrued during such period on the aggregate outstanding investment or claim held by purchasers, assignees or other transferees of (or of interests in) receivables of the Company and its consolidated Subsidiaries in connection with a revolving Accounts Receivable Financing Program (regardless of the accounting treatment of such Accounts Receivable Financing Program).

“Adjusted EBITDA” means, for any applicable computation period, the sum of (a) EBIT for such period plus (b) the Company’s and the Subsidiaries’ amortization and depreciation deducted in determining Net Income for such period; provided however, that (i) Adjusted EBITDA shall include any Purchase during the computation period on a pro forma basis for the entire computation period and (ii) in the event that the Company sells or otherwise disposes of all or any portion of the capital stock of Vail Resorts, Inc. during such period, then Adjusted EBITDA shall be calculated by subtracting (adding) all equity earnings (losses) attributable to such divested interest for such period.

“Affiliate” means, at any time, and with respect to any Person, (a) any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and (b) any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting or equity interests of the Company or any Subsidiary or any corporation of which the Company and its Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly, 10% or more of any class of voting or equity interests.  As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.  Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company.

“Applicable Premium” means, with respect to any Security on any date of redemption, the excess, if any, of (1) the present value on the date of redemption of (a) the principal amount of such Security payable at Maturity, plus (b) all required remaining scheduled interest payments due on such Security through Maturity, computed using a discounted rate equal to the Treasury Rate as of such date of redemption plus 50 basis points; over (2) the principal amount of such Security.

“Applicable Procedures” means, with respect to any transfer, redemption or exchange of or for beneficial interests in any Security, the rules and procedures of the Depositary that apply to such transfer, redemption or exchange.

“Asset Disposition” means any Transfer except (a) any Transfer from a Subsidiary to the Company or to a Wholly-Owned Subsidiary so long as immediately before and immediately after the consummation of any such Transfer and after giving effect thereto, no Default or Event of Default would exist, (b) any Transfer made in the ordinary course of business and involving only property that is either (1) inventory held for rent or sale or (2) equipment, fixtures, supplies or materials no longer required in the operation of the business of the Company or any of its Subsidiaries or that is obsolete and (c)any Transfer of the Company’s or any Subsidiary’s equity investment in Vail Resorts, Inc., provided that at the time thereof and immediately after giving effect thereto no Default or Event of Default exists.

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 615 to act on behalf of the Trustee to authenticate Securities.

“Bank Debt” means $300.0 million in new bank debt to be incurred by Kraft Foods Global Inc. that Cable Holdco, Inc. will assume and which will become debt obligations of Ralcorp Holdings, Inc. as part of the Transactions.

“Board of Directors” means either the board of directors of the Company or any duly authorized committee of that board.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors or pursuant to authority granted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day”, when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close; provided, further, with respect to the 2018 Floating Rate Notes, that the day is also a London Business Day.

“Calculation Agent” means the agent appointed by the Company for the purpose of calculating the interest rate on the 2018 Floating Rate Notes as required pursuant to the provisions thereof.

“Capital Lease” means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP.

“Change in Control” means an event that shall be deemed to have occurred if

(a)        any person (as such term is used in Section 13(d) and Section 14(d)(2) of the Exchange Act as in effect on the date hereof) or related persons constituting a group (as such term is used in Rule 13d-5 under the Exchange Act on the date hereof), other than a group including, and under the general supervision of, one or more members of the Excluded Group (i) become the “beneficial owners” (as such term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of all classes then outstanding of the voting stock or membership or other equity interests of the Company, or (ii) acquire after the date hereof (x) the power to elect, appoint or cause the election or appointment of at least a majority of the members of the Board of Directors of the Company, through beneficial ownership of the capital stock of the Company or otherwise, or (y) all or substantially all of the properties and assets of the Company, provided that in no event shall any part of the Transactions be deemed to be a Change in Control; or

 (b)      a “change in control” (as defined therein) occurs under any of the Company’s other outstanding indebtedness.

“Clearstream” means Clearstream Banking S.A. and any successor entity.

“Code” means the Internal Revenue Code of 1986, and the rules and regulations promulgated thereunder from time to time.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, as amended, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

“Company Request” or “Company Order” means a written request or order signed in the name of the Company by its Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer, a Vice Chairman of the Board, a Vice Chairman or a Vice President, and by its Treasurer, an Assistant Treasurer, its Controller, an Assistant Controller, its Secretary or an Assistant Secretary, and delivered to the Trustee.

“Consolidated” or “consolidated”, when used in connection with any calculation, means a calculation to be determined on a consolidated basis for the Company and its Subsidiaries in accordance with GAAP.

“Consolidated Adjusted Net Worth” means as of the date of any determination thereof, the amount of consolidated stockholders equity of the Company and its Subsidiaries, as determined in the most recent financial statements of the Company, plus (but without duplication and only to the extent excluded or deducted from stockholders’ equity) (i) any “LIFO Reserve” specifically described in such financial statements, (ii) deferred income tax liabilities as determined in such financial statements, (iii) any goodwill incurred (whether capitalized on the Company’s balance sheet or written off as incurred or goodwill written off through an impairment to the Company’s goodwill), and (iv) Minority Interests of the Company and its Subsidiaries, and minus the Vail Adjustment to the extent included in the computation.

“Consolidated Interest Expense” means, with respect to any period (without duplication) of consolidated interest expense of the Company and its Consolidated Subsidiaries for such period before the effect of interest income, as reflected on the Consolidated statements of income for the Company and its Subsidiaries for such period.

“Consolidated Total Assets” means, as of the date of any determination thereof, total assets of the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP but excluding the Vail Adjustment if included in determining such total assets.

“Control Event” means:

(i)        the execution by the Company or an Affiliate of any agreement or letter of intent with respect to any proposed transaction or event or series of transactions or events which, individually or in the aggregate, may reasonably be expected to result in a Change in Control;

(ii) the execution of any written agreement which, when fully performed by the parties thereto, would result in a Change in Control, or

(iii) the making of any written offer by any person (as such term is used in Section 13(d) and Section 14(d)(2) of the Exchange Act) or related persons constituting a group (as such term is used in Rule 13d-5 under the Exchange Act) to the holders of the outstanding equity of the Company, which offer, if accepted by the requisite number of holders, would result in a Change in Control, provided that in no event shall any part of the Transactions be deemed to be a Change in Control.

“Corporate Trust Office” means the principal office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date of original execution of this Indenture is located at 60 Wall Street, New York, New York 10005, Attention: Trust and Securities Services, except that, with respect to presentation of the Securities for payment or registration of transfers or exchanges and the location of the register, such term means the office or agency of the Trustee at which at any particular time its corporate agency business shall be conducted.

“Debt Prepayment Application” means, with respect to any Transfer of property constituting an Asset Disposition, the application by the Company of cash in an amount equal to the Net Proceeds Amount with respect to such Transfer to pay Senior Debt (other than Senior Debt owing to the Company, any of its Subsidiaries or any Affiliate) including a redemption of the Securities pursuant to Article 11 hereof in a principal amount at least equal to the Net Proceeds Amount multiplied by a fraction whose numerator is equal to the aggregate principal amount of all Securities then Outstanding and whose denominator is equal to the aggregate unpaid amount of all Senior Debt; provided, that in the event such Senior Debt would otherwise permit the reborrowing of such Debt by the Company, the commitment to relend such Debt shall be permanently reduced by the amount of such Debt Prepayment Application.

“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

“Default Rate” means that rate of interest that is 2.00% per annum plus the stated rate of interest on the applicable Security.

“Defaulted Interest” has the meaning specified in Section 313.

“Definitive Securities” of any Tranche means certificated Securities registered in the name of the Holder thereof substantially in the applicable form set forth in Article Two.

“Depositary” means, with respect to Securities issuable or issued in whole or in part in the form of one or more Global Securities, the Person designated as Depositary, which Person shall be a clearing agency registered under the Securities Exchange Act of 1934, which may include DTC, Euroclear and Clearstream.

“Disposition Value” means, at any time, with respect to any property (a) in the case of property that does not constitute Subsidiary Stock, the book value thereof, valued at the time of such disposition in good faith by the Company, and (b) in the case of property that constitutes the Subsidiary Stock, an amount equal to that percentage of book value of the assets of the Subsidiary that issued such Subsidiary Stock as is equal to the percentage that the book value of such Subsidiary Stock represents of the book value of all of the outstanding capital stock or similar equity interests of such Subsidiary (assuming, in making such calculations, that all Securities convertible into such capital stock or similar equity interests are so converted and giving full effect to all transactions that would occur or be required in connection with such conversion) determined at the time of the disposition thereof, in good faith by the Company.

“DTC” means the Depository Trust Company, a New York Corporation.

“EBIT” means, for any applicable computation period, the Company and Subsidiaries’ Net Income on a consolidated basis plus (a) consolidated federal, state, local and foreign income and franchises taxes paid or accrued during such period and (b) Consolidated Interest Expense for such period minus (or plus) equity earnings (or losses) during such period attributable to equity investments by the Company and its Subsidiaries in the capital stock or other equity interests in any Person that is not a Subsidiary (other than Vail Resorts, Inc.).

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“ERISA” means the Employee Retirement Income Security Act of 1974, and the rules and regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under section 414 of the Code.

“Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear Systems, and any successor thereto.

“Event of Default” has the meaning specified in Section 501.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Excluded Group” means and includes the Chairman of the Board of the Company as of the date hereof and the individuals described in Item 4A of Part I of the 2007 Annual Report on Form 10-K of Ralcorp Holdings, Inc., filed with the Commission on November 29, 2007.

“Fixed Rate Notes” means the 2018 Fixed Rate Notes and the 2020 Fixed Rate Notes.

“Forward Sale Agreement” means the forward sale agreement dated October 31, 2005 between RH Financial Corporation and Bank of America, N.A.

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States of America.

“Global Securities” means global Securities in one of the forms set forth in Article Two, issued in accordance with this Indenture.

“Guaranty” means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person:

(a)       to purchase such indebtedness or obligation or any property constituting security therefor;

(b)      to advance or supply funds (i) for the purchase or payment of such indebtedness or obligation, or (ii) to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such indebtedness or obligation;

(c)       to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such indebtedness or obligation of the ability of any other Person to make payment of the indebtedness or obligation; or

(d)       otherwise to assure the owner of such indebtedness or obligation against loss in respect thereof.

In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor.

“High Leverage Quarter” has the meaning set forth in Section 1014.

“Holder” means a Person in whose name a Security is registered in the Security Register.

“Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument, and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively, regardless of whether the Securities are subject to the Trust Indenture Act; provided, however, that Section 703 shall only apply if the Securities would otherwise be subject to the Trust Indenture Act.

“Indirect Participant” means a bank, broker, dealer, other financial institution or other entity that clears its securities transaction through or maintains a custodial relationship with a Participant.

“Initial Purchaser” means each of Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as initial purchasers under the Purchase Agreement.

“Interest Expense Coverage Ratio” means, for any applicable computation period, the ratio of EBIT to the Company’s Adjusted Consolidated Interest Expense for such period as determined in accordance with GAAP.

“Interest Payment Date”, when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

“Issue Date” means the date of original issuance of Securities authenticated and delivered under this Indenture.

“Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements).

“Material” means material in relation to the business, operations, affairs, financial condition, assets, properties, or prospects of the Company and its Subsidiaries taken as a whole.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole, or (b) the ability of the Company to perform its obligations under this Indenture and the Securities, or (c) the validity or enforceability of this Indenture or the Securities.

“Maturity”, when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

“Minority Interests” mean any shares of stock of any class of a Subsidiary (other than directors’ qualifying shares as required by law) that are not owned by the Company and/or one or more of its Subsidiaries.  Minority Interests shall be valued by valuing Minority Interests constituting preferred stock at the voluntary or involuntary liquidating value of such preferred stock, whichever is greater, and by valuing Minority Interests constituting common stock at the book value of capital and surplus applicable thereto adjusted, if necessary, to reflect any changes from the book value of such common stock required by the foregoing method of valuing Minority Interests in preferred stock.

“Monetary Default” has the meaning specified in Section 501.

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).

“Net Income” means, for any applicable computation period, with respect to the Company on a consolidated basis with its Subsidiaries (other than any Subsidiary that is restricted from declaring or paying dividends or otherwise advancing funds to its parent whether by contract or otherwise), cumulative net income earned during such period as determined in accordance with GAAP, but (i) excluding any non-cash charges or gains which are unusual, non-recurring or extraordinary and (ii) including, to the extent not otherwise included in the determination of Net Income, all cash dividends and cash distributions actually received by the Company or any Subsidiary.

“Net Proceeds Amount” means, with respect to any Transfer of any property by any Person, an amount equal to the difference of (a) the aggregate amount of the consideration (valued at the fair market value of such consideration at the time of the consummation of such Transfer) allocated to such Person in respect of such Transfer, net of any applicable taxes incurred in connection with such Transfer, minus (b) all ordinary and reasonable out-of-pocket costs and expenses actually incurred by such Person in connection with such Transfer.

“Officer” means the Chairman of the Board, a Member of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, a Vice Chairman of the Board, a Vice Chairman or a Vice President, the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant Secretary.

“Officers’ Certificate” means a certificate signed by the Chairman of the Board, a Member of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, a Vice Chairman of the Board, a Vice Chairman or a Vice President, and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company, and who shall be acceptable to the Trustee.

“Outstanding”, when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

(i)        Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(ii)       on or after the Maturity Date or any Redemption Date, those Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent in trust for the Holders of such Securities;

(iii)      Securities, except to the extent provided in Sections 1302 and 1303, with respect to which the Company has effected defeasance or covenant defeasance as provided in Article Thirteen; and

(iv)      Securities that have been paid pursuant to Section 311 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder, or whether sufficient funds are available for redemption or for any other purpose, and for the purpose of making the calculations required by Section 313 of the Trust Indenture Act, except for the purpose of making the calculations required by Section 313 of the Trust Indenture Act, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded.  Securities so owned, which have been pledged in good faith, may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.

“Participant” means, with respect to the Depositary, DTC, Euroclear and Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively.

“Paying Agent” means any Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company, which may not include the Company or any Affiliate under any conditions.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.

“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization or a government or agency or political subdivision thereof.

“Place of Payment” means the place or places where the principal of and any premium and interest on the Securities are payable as specified as contemplated by such Securities and Section 1003.

“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 308 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

“Priority Debt” means the sum, without duplication, of (i) Debt of the Company or any Subsidiary secured by Liens not otherwise permitted by clauses (1) through (9) of Section 1018 and, but without duplication, (ii) all Debt of Subsidiaries (other than to the Company or another Subsidiary) excluding debt of Subsidiary Guarantors.

“Property Reinvestment Application” means, with respect to any Transfer of property constituting an Asset Disposition, the application of an amount equal to the Net Proceeds Amount with respect to such Transfer to the acquisition by the Company or any of its Subsidiaries of operating assets for the Company or any Subsidiary to be used in the principal business of such Person.

“Purchase” shall mean and include any transaction or series of related transactions after the date hereof, by which the Company or any of its Subsidiaries (a) acquires any ongoing business or all or substantially all of the assets of any firm, corporation or division or line of business thereof, whether through purchase of assets, merger or otherwise, or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation that have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding partnership interests of a partnership.

“Purchase Agreement” means the purchase agreement, dated July 18, 2008 between the Company, Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as Selling Noteholders, and Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. as Initial Purchasers.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price”, when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Regular Record Date” for the interest payable on any Interest Payment Date on a Security means the date specified for that purpose in such Security.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Securities” means Securities bearing the legend for global securities set forth in Section 205 and the Rule 144A/Regulation S Legend set forth in Section 206 and deposited with and registered in the name of the Depositary or its nominee and sold for initial resale in reliance on Rule 903 of Regulation S.

“Responsible Officer”, when used with respect to the Trustee, means any managing director, director, vice president, any assistant secretary, any assistant treasurer, any senior trust officer, any trust officer or assistant trust officer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of the Indenture.

“Restricted Definitive Security” means a Definitive Security bearing the legend set forth in Section 206.

“Restricted Global Security” means a Global Security bearing the legend set forth in Sections 205 and 206.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture.  Except as specifically provided otherwise, all of the Securities shall constitute a single series.

“Securities Act” means the U.S. Securities Act of 1933, as amended from time to time.

“Security Register” and “Security Registrar” have the respective meanings specified in Section 307.

“Senior Debt” shall mean and include (i) any Debt of the Company (other than Debt owing to any Subsidiary or Affiliate) that is not expressed to be junior or subordinate to any other Debt of the Company, and (ii) any Debt of a Subsidiary (other than Debt owing to the Company, any other Subsidiary or any Affiliate).

“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee and the Company pursuant to Section 313.

“Stated Maturity”, when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

“Subsidiary” means, as to any Person, any corporation, association or other business entity in which such person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or persons performing similar functions) of such entity, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries (unless such partnership can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries).  Unless the context otherwise requires, any reference to a “Subsidiary” herein is a reference to a Subsidiary of the Company.

“Subsidiary Guarantee” means a guarantee of the obligations under the Securities and this Indenture as required by Section 1011.

“Subsidiary Guarantor” means each Subsidiary which has outstanding a Guaranty or direct liability with respect to any other present and future Debt of the Company and, as a result, guarantees the Securities pursuant to Section 1011; provided, however, that if such Subsidiary is organized in a jurisdiction other than the United States or Canada, then solely for purposes of determining “Priority Debt”, such Subsidiary shall not be deemed a Subsidiary Guarantor unless and until the Company provides to the Trustee and the Holders a written opinion of independent counsel addressed to the Trustee and the Holders to the effect that the Subsidiary Guarantee of such Subsidiary Guarantor has been duly authorized, executed and delivered by such Subsidiary Guarantor and constitutes a legal, valid and binding obligation enforceable against such Subsidiary Guarantor in accordance with its terms, subject to usual and customary exceptions and assumptions reasonably satisfactory to the Trustee (acting with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding) acting at the time such Subsidiary becomes obligated as a guarantor or direct obligor in respect of any other Debt of the Company.

“Subsidiary Stock” means, with respect to any Person, the stock (or any options or warrants to purchase stock or similar equity interests or other Securities exchangeable for or convertible into stock or similar equity interests) of any Subsidiary of such Person.

 “Successor Corporation” has the meaning specified in Section 801.

“Tranche” of Securities shall refer to (i) the 2018 Fixed Rate Notes, (ii) the 2018 Floating Rate Notes or (iii) the 2020 Fixed Rate Notes issued hereunder, as applicable.

 “Transactions” means the transactions contemplated by the RMT Transaction Agreement, dated as of November 15, 2007, among Kraft Foods Inc., Cable Holdco, Inc., Ralcorp Holdings, Inc. and Ralcorp Mailman LLC, which provides for the transfer by Kraft Foods Global, Inc. of certain of the assets related to Kraft’s Post cereals business located in the United States and cash to Cable Newco, LLC, the Bank Debt, Securities issued hereunder, the contribution by Kraft Foods Global, Inc. of all the issued and outstanding limited liability company interests in Cable Newco, LLC to Cable Holdco, Inc., the distribution of all of the shares of Cable Holdco, Inc. common stock held by Kraft Foods Global, Inc. to Kraft Foods Inc., the transfer by Kraft Foods Global, Inc. to Kraft Foods Inc. of the cash proceeds of the Bank Debt in repayment of an equal amount of intercompany debt, the transfer by Kraft Foods Global, Inc. to Kraft Foods Inc. of Securities issued hereunder in exchange for the repayment of intercompany debt, the distribution by Kraft Foods Inc. of its shares of Cable Holdco, Inc. common stock to the holders of shares of Kraft Foods Inc. common stock by way of the exchange offer and, with respect to any shares of Cable Holdco, Inc. common stock that are not subscribed for in the exchange offer, a pro rata dividend to the holders of shares of Kraft Foods Inc. common stock, the merger of Cable Holdco, Inc. with and into Ralcorp Mailman LLC and the merger of Ralcorp Mailman LLC with and into Ralcorp Holdings, Inc., the purchase by Ralcorp Holdings, Inc. of assets relating to the Post cereals business outside the United States and the transfer of the Securities by Kraft Foods Inc. to the selling noteholders in exchange for debt obligations of Kraft Foods Inc.

“Transfer” means, with respect to any Person, any transaction in which such Person sells, conveys, transfers (including by merger or consolidation) or leases (as lessor) any of its property, including, without limitation, Subsidiary Stock but excluding dividends to the extent paid in cash.  For purposes of determining the application of the Net Proceeds Amount in respect of any Transfer, the Company may designate any Transfer as one or more separate Transfers each yielding a separate Net Proceeds Amount.  In any such case, (a) the Disposition Value of any property subject to each such separate Transfer and (b) the amount of Consolidated Total Assets attributable to any property subject to each such separate Transfer shall be determined by ratably allocating the aggregate Disposition Value of, and the aggregate Consolidated Total Assets attributable to, all property subject to all such separate Transfers to each such separate Transfer on a proportionate basis.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder.

“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

“Unrestricted Global Security” means a Global Security bearing the legend set forth in Section 205.

“U.S. Government Obligations” has the meaning specified in Section 1304.

“Vail Adjustment” shall mean, as of the date of any determination, the value (but not less than zero) of the equity investment of the Company and its Subsidiaries in Vail Resorts, Inc.

“Vail Owner” means RH Financial Corporation, a Nevada corporation and a Wholly-Owned Subsidiary, which owns shares of capital stock in Vail Resorts, Inc. and shall also include the Company and/or any other Subsidiary upon a Transfer of such capital stock by RH Financial Corporation to the Company or to such Subsidiary, respectively.

“Vice President”, when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president”.

“Wholly-Owned Subsidiary” means, at any time, any Subsidiary one hundred percent (100%) of all of the equity interests (except directors’ qualifying shares) and voting interests of which are owned by any one or more of the Company and the Company’s other Wholly-Owned Subsidiaries at such time.

Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act and provisions of this Indenture.  Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an Officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include

(1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or representations by counsel or an Opinion of Counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate, representations or opinion with respect to the matters upon which such officer’s certificate or opinion is based are erroneous.  Any such certificate or representations of counsel or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company.  Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments.  Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any reasonable manner which the Trustee deems sufficient and in accordance with such reasonable rules as the Trustee may determine.

(c) The Company may, but shall not be obligated to, fix any day as the record date for the purpose of determining the Holders of Securities entitled to give or take any request, demand, authorization, direction, notice, consent, waiver or other action, or to vote on any action, authorized or permitted to be given or taken by Holders of Securities; provided that such record date shall not be earlier than the 15 ^th day prior to the first solicitation of a Holder of Securities (or, if earlier, then no earlier than the date of the most recent list of Holders required to be provided pursuant to Section 701) and shall not be later than the date such solicitation is completed.  If not set by the Company prior to the first solicitation of a Holder of Securities made by any Person in respect of any such action, or, in the case of any such vote, prior to such vote, the record date for any such action or vote shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant to Section 701) prior to such first solicitation or vote, as the case may be.  With regard to any record date for action to be taken by the Holders of Securities, only the Holders of Securities on such date (or their duly designated proxies) shall be entitled to give or take, or vote on, the relevant action.

(d) The ownership of Securities shall be proved by the Security Register.

(e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration, or

(2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company, Attention: Treasurer.

Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice.  In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders.  Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice.  Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act, that is required under such Act to be a part of and govern this Indenture, the latter provision shall control.  If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws principles thereof.

In any case where any Interest Payment Date, Redemption Date, Stated Maturity or Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date, the Redemption Date, or at the Stated Maturity or Maturity; provided, that no interest shall accrue on such payment for the intervening period.

The Securities shall be in substantially the form set forth in this Article, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities.

The Securities shall initially be issued in definitive form.  If the Definitive Securities are exchanged for Securities in global form, they shall include the legend set forth in Section 205.  The Securities issued in definitive form shall be substantially in the form set forth in this Article (but without the legend set forth in Section 205 thereon).  A Global Security shall represent such aggregate principal amount of the Outstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of Outstanding Securities from time to time endorsed thereon and that the aggregate principal of Outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and transfers of interest therein.  Any endorsement of a Global Security to reflect the amount of any increase or decrease in the aggregate principal amount of Outstanding Securities represented thereby shall be made by the Trustee or the custodian at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 306 hereof.

With respect to Global Securities deposited with the Trustee, as custodian for the Depositary,  Participants and Indirect Participants shall have no rights under this Indenture or any Global Security with respect to any Global Security held on their behalf by the Depositary or by the Trustee as custodian for the Depositary, and the Depositary shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever.  Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants or Indirect Participants, the Applicable Procedure or the operation of customary practices of the Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Security.

The provisions of the “Operating Procedures of the “Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in Global Securities that are held by Participants through Euroclear or Clearstream.

[insert any legend required by the Code and the regulations thereunder, the Securities Act and the regulations thereunder or a Depositary.]

For Value Received, the undersigned, Cable Holdco, Inc. (herein called the “Company” ), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to [________________], or registered assigns, the principal sum of ____________________________ ___________________ Dollars on August 15, 2018, with interest (computed on the basis of a 360-day year comprised of twelve 30-day months) on the unpaid balance thereof at the rate of 7.29% per annum from the date hereof, payable on the 15 ^th day of February and August in each year, commencing February 15, 2009, until the principal hereof shall have become due and payable, provided that if the Leverage Ratio (as defined in the Indenture referred to on the reverse hereof) exceeds 3.5 to 1.0 as of the end of any fiscal quarter (a “High Leverage Quarter”), then, in addition to all other interest accruing thereon (and all rights and remedies of the Holders (as set forth in the Indenture) in the event the Leverage Ratio exceeds 4.0 to 1.0, at the end of any fiscal quarter, or 3.5 to 1.0 for more than four successive fiscal quarters), additional interest in the amount of 0.5% per annum shall accrue on the Securities, commencing on the first day of the first fiscal quarter following each such High Leverage Quarter and continuing until the Company has provided a certificate pursuant to the Indenture demonstrating that, as of the end of the fiscal quarter in respect of which such certificate is delivered, the Leverage Ratio is not more than 3.5 to 1.0. Following delivery of such certificate demonstrating that the Leverage Ratio did not exceed 3.5 to 1.0 as of the applicable quarter, the additional 0.50% interest shall cease to accrue or be payable for any fiscal quarter subsequent to the fiscal quarter in respect of which such certificate was delivered, until and unless there shall occur another High Leverage Quarter.  The Company shall pay interest (including post-petition interest in any proceeding under any federal or state bankruptcy, insolvency, reorganization or other similar law) on overdue principal, premium and interest (to the extent lawful) from time to time on demand at the Default Rate (as defined in the Indenture).  The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.  Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not more than 15 days and less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

 Payments of principal of, interest on and any Applicable Premium, if any, with respect to this Note are to be made in lawful money of the United States of America at the office of the Trustee, which will serve as the initial paying agent, at Deutsche Bank Trust Company Americas, 60 Wall Street, New York, New York 10005, Attention: Trust and Securities Services, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register, provided that such Person shall have given the Trustee written wire instructions at least five Business Days prior to the applicable Interest Payment Date.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Cable Holdco, Inc.

For Value Received, the undersigned, Cable Holdco, Inc. (herein called the “Company” ), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to [________________], or registered assigns, the principal sum of ________________________ Dollars on August 15, 2018, with interest (computed on the basis of a 360-day year based on the actual number of days elapsed) on the unpaid balance thereof at the Interest Rate (as defined herein), from the date hereof, payable on the 15 ^th day of February, May, August and November in each year (each, an “Interest Payment Date”), commencing November 15, 2008, until the principal hereof shall have become due and payable, provided that if the Leverage Ratio (as defined in the Indenture referred to on the reverse hereof) exceeds 3.5 to 1.0 as of the end of any fiscal quarter (a “High Leverage Quarter”), then, in addition to all other interest accruing thereon (and all rights and remedies of the Holders (as set forth in the Indenture) in the event the Leverage Ratio exceeds 4.0 to 1.0, at the end of any fiscal quarter, or 3.5 to 1.0 for more than four successive fiscal quarters), additional interest in the amount of 0.5% per annum shall accrue on the Securities, commencing on the first day of the first fiscal quarter following each such High Leverage Quarter and continuing until the Company has provided a certificate pursuant to the Indenture demonstrating that, as of the end of the fiscal quarter in respect of which such certificate is delivered, the Leverage Ratio is not more than 3.5 to 1.0. Following delivery of such certificate demonstrating that the Leverage Ratio did not exceed 3.5 to 1.0 as of the applicable quarter, the additional 0.50% interest shall cease to accrue or be payable for any fiscal quarter subsequent to the fiscal quarter in respect of which such certificate was delivered, until and unless there shall occur another High Leverage Quarter.  The “Interest Rate” shall be equal to the Adjusted LIBOR Rate (as defined below) from time to time, payable quarterly on each Interest Payment Date.  The “Adjusted LIBOR Rate” shall mean, for any Interest Period (as defined below), LIBOR (as defined below) plus 254 basis points, as determined by the Calculation Agent, notice whereof shall be given to the Company (and shall be given by the Company to any beneficial owners who have identified themselves as such to the Company and the Trustee prior to the date such notice is made and have provided notice information) on the second Business Day preceding each Interest Period.  “LIBOR” shall mean, for any Interest Period, the rate per annum (rounded upwards, if necessary, to the next higher one hundred-thousandth of a percentage point) for deposits in U.S. Dollars for a 90-day period which appears on the Bloomberg “BBAM Screen” published by the British Bankers Association or any successor page or source thereto, effective as of 11:00 a.m. (London, England time) two (2) Business Days prior to the beginning of such Interest Period.   “Interest Period” shall mean each period commencing on the date hereof and, thereafter, commencing on an Interest Payment Date and continuing up to, but not including, the next Interest Payment Date.

The Company shall pay interest (including post-petition interest in any proceeding under any federal or state bankruptcy, insolvency, reorganization or other similar law) on overdue principal, premium and interest (to the extent lawful) from time to time on demand at the Default Rate (as defined in the Indenture).  The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.  Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not more than 15 days and less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Payments of principal of, interest on and any Applicable Premium, if any, with respect to this Note are to be made in lawful money of the United States of America at the office of the Trustee, which will serve as the initial paying agent, at Deutsche Bank Trust Company Americas, 60 Wall Street, New York, New York 10005, Attention: Trust and Securities Services, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register, provided that such Person shall have given the Trustee written wire instructions at least five Business Days prior to the applicable Interest Payment Date.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

For Value Received, the undersigned, Cable Holdco, Inc. (herein called the “Company” ), a corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to [________________], or registered assigns, the principal sum of _________________________ Dollars on August 15, 2020, with interest (computed on the basis of a 360-day year comprised of twelve 30-day months) on the unpaid balance thereof at the rate of 7.39% per annum from the date hereof, payable on the 15 ^th day of February and August in each year, commencing February 15, 2009, until the principal hereof shall have become due and payable, provided that if the Leverage Ratio (as defined in the Indenture referred to on the reverse hereof) exceeds 3.5 to 1.0 as of the end of any fiscal quarter (a “High Leverage Quarter”), then, in addition to all other interest accruing thereon (and all rights and remedies of the Holders (as set forth in the Indenture) in the event the Leverage Ratio exceeds 4.0 to 1.0, at the end of any fiscal quarter, or 3.5 to 1.0 for more than four successive fiscal quarters), additional interest in the amount of 0.5% per annum shall accrue on the Securities, commencing on the first day of the first fiscal quarter following each such High Leverage Quarter and continuing until the Company has provided a certificate pursuant to the Indenture demonstrating that, as of the end of the fiscal quarter in respect of which such certificate is delivered, the Leverage Ratio is not more than 3.5 to 1.0. Following delivery of such certificate demonstrating that the Leverage Ratio did not exceed 3.5 to 1.0 as of the applicable quarter, the additional 0.50% interest shall cease to accrue or be payable for any fiscal quarter subsequent to the fiscal quarter in respect of which such certificate was delivered, until and unless there shall occur another High Leverage Quarter.  The Company shall pay interest (including post-petition interest in any proceeding under any federal or state bankruptcy, insolvency, reorganization or other similar law) on overdue principal, premium and interest (to the extent lawful) from time to time on demand at the Default Rate (as defined in the Indenture).  The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date.  Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not more than 15 days and less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Payments of principal of, interest on and any Applicable Premium, if any, with respect to this Note are to be made in lawful money of the United States of America at the office of the Trustee, which will serve as the initial paying agent, at Deutsche Bank Trust Company Americas, 60 Wall Street, New York, New York 10005, Attention: Trust and Securities Services, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register, provided that such Person shall have given the Trustee written wire instructions at least five Business Days prior to the applicable Interest Payment Date.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

(b) 2018 Floating Rate Notes

This is one of the Securities designated therein referred to in the within-mentioned Indenture.

Dated: _____________________

Deutsche Bank Trust Company Americas,

As Trustee

Every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form:

“UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN  DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A  WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY ANY SUCH  NOMINEE OF THE DEPOSITORY, OR BY THE DEPOSITORY OR NOMINEE OF SUCH  SUCCESSOR DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR  A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS  PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT  FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED  BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER  USE HEREOF FOR  VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE  REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN  WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR  THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH  THE RESTRICTIONS SET FORTH IN THE INDENTURE GOVERNING THIS SECURITY.”

Every security authenticated and delivered hereunder shall bear a legend in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS THE LATER OF (1) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME UNDER WHICH RESALES ARE EXEMPT FROM REGISTRATION UNDER RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER, AND (2) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY OF THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN THE FORMS OF EXHIBITS TO THE INDENTURE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is $664,500,000.  All Securities of each Tranche shall be substantially identical to the other Securities of the same Tranche except as to denomination.

The Securities shall be issuable in registered form without coupons in denominations of $100,000 and any integral multiple thereof.

The Securities shall be executed on behalf of the Company by its Chairman of the Board, one of its Directors, its Chief Executive Officer, its President, its Chief Financial Officer or one of its Vice Presidents, attested by its Secretary or one of its Assistant Secretaries.  The signature of any of these officers on the Securities may be manual or facsimile.

Securities bearing the manual or facsimile signatures of individuals who were at any time the officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities together with an Officer’s Certificate and Opinion of Counsel, and the Trustee in accordance with the Company Order shall authenticate and deliver or make available for delivery such Securities.

Each Security shall be dated the date of its authentication.

Definitive Securities shall be produced in any manner determined by the officers executing such Securities, as evidenced by their execution of such Securities.

If the Securities of a Tranche are to be issued or exchanged in whole or in part in the form of one or more Global Securities, then the Company shall execute and the Trustee shall, in accordance with this Section and the Company Order, authenticate and deliver one or more Global Securities of the same Tranche in temporary or permanent form that (i) shall represent and shall be denominated in an aggregate amount equal to the aggregate principal amount of the Outstanding Securities to be represented by one or more Global Securities, (ii) shall be registered in the name of the Depositary for such Global Security of Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instruction and (iv) shall bear a legend substantially to the following effect (or such other legend as may be prescribed by the Depositary):  “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”  The exchanges by J.P. Morgan Securities, Inc., as representative of the Initial Purchasers on the date hereof, shall not be subject to the foregoing requirements.

Each Depositary for a Global Security in registered form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.

Beneficial owners of part or all of a Global Security shall be subject to the rules of the Depositary as in effect from time to time.  The Company, the Trustee and the Paying Agent shall not be responsible for any acts or omissions of the Depositary, for any Depositary records of beneficial interests or for any transactions between the Depositary and beneficial owners.

Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in definitive form, a Global Security representing all or a portion of the Securities may not be transferred except as a whole by the Depositary or to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized signatory thereof, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.  Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 311, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Pending the preparation of Definitive Securities of a Tranche, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver or make available for delivery, temporary Securities of the same Tranche, which are printed, lithographed, typewritten, photocopied or otherwise produced, in any authorized denomination, substantially of the tenor of the Definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the Officers executing such Securities may determine, as evidenced by their execution of such Securities.

If temporary Securities are issued, the Company will cause Definitive Securities to be prepared without unreasonable delay.  After the preparation of Definitive Securities, the temporary Securities shall be exchangeable for Definitive Securities of the same Tranche upon surrender of the temporary Securities at the office or agency of the Company in a Place of Payment, without charge to the Holder.  Upon surrender for cancellation of any one or more temporary Securities the Company shall execute and the Trustee shall authenticate and deliver or make available for delivery in exchange therefor one or more Definitive Securities of the same Tranche, of any authorized denominations and of a like aggregate principal amount and tenor.  Until so exchanged the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as Definitive Securities.

(i)          Transfer of Beneficial Interests in the Same Global Security .  Beneficial interests in any Restricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Security in accordance with the transfer restrictions set forth in the legend in Section 206; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Global Security may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser).  Beneficial interests in any Unrestricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security.  No written orders or instructions shall be required to be delivered to the Security Registrar to effect the transfers described in this subparagraph.

(ii)         All Other Transfers and Exchanges of Beneficial Interests in Global Securities .  In connection with all transfers and exchanges of beneficial interests that are not subject to subparagraph (i) above, the transferor of such beneficial interest must deliver to the Security Registrar either (A)(1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B)(1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Security in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Security Registrar containing information regarding the Person in whose name such Definitive Security shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Securities be issued upon the transfer or exchange of beneficial interests in the Regulation S Global Security other than in accordance with Section 306(c)(ii).  Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in this Indenture and the Securities or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount at maturity of the relevant Global Security.

(iii)         Transfer of Beneficial Interests to Another Restricted Global Security .  A beneficial interest in any Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Security if the transfer complies with the requirements of Section 306(b)(ii) above and the Security Registrar receives the following:

(A)          if the transferee shall take delivery in the form of a beneficial interest in the 144A Global Security, then the transferor must deliver a certificate in the form of Exhibit A, including the certifications in item (1) thereof; and

(B)          if the transferee shall take delivery in the form of a beneficial interest in a Regulation S Global Security, then the transferor must deliver a certificate in the form of Exhibit A, including the certifications in item (2) thereof.

(iv)         Transfer and Exchange of Beneficial Interests in a Restricted Global Security for Beneficial Interests in an Unrestricted Global Security .  A beneficial interest in any Restricted Global Security may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted Global Security or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security if the exchange or transfer complies with the requirements of Section 306(b)(ii) above and the Security Registrar receives the following:

(A)          if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form of Exhibit B, including the certifications in (1)(a) thereof; or

(B)      if the holder of such beneficial interest in a Restricted Global Security proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form of Exhibit A, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph, if the Security Registrar or the Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Security Registrar and the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the legend set forth in Section 206 are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected at a time when an Unrestricted Global Security has not yet been issued, the Company shall issue and, upon receipt of an authentication order in accordance with Section 303 hereof, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to this subparagraph.

(c)        Transfer or Exchange of Beneficial Interests for Definitive Securities.

(i)          Beneficial Interests in Restricted Global Securities to Restricted Definitive Securities .  If any holder of a beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for a Restricted Definitive Security or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Security, then, upon receipt by the Security Registrar of the following documentation:

(A)         if the holder of such beneficial interest in a Restricted Global Security proposes to exchange such beneficial interest for a Restricted Definitive Security, a certificate from such holder in the form of Exhibit B, including the certifications in item (2)(a) thereof;

(B)          if such beneficial interest is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit A, including the certifications in item (1) thereof; or

(C)         If such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit A, including the certifications in item (3)(a) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Security to be reduced accordingly pursuant to Section 311 hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Security in the appropriate principal amount.  Any Definitive Security issued in exchange for a beneficial interest in a Restricted Global Security pursuant to this Section shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Security Registrar through instructions from the Depositary and the Participant or Indirect Participant.  The Trustee shall deliver such Definitive Securities to the persons in whose names such Securities are so registered.  Any Definitive Security iss