exhibit_4-3.htm


    
       

       

       

       

      Exhibit
4.3

       

       

    

    SECOND
SUPPLEMENTAL INDENTURE

     

    THIS
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of
August 4, 2008, by and between Ralcorp Holdings, Inc. (the “Company”), and
Deutsche Bank Trust Company Americas (the “Trustee”).

     

     

    RECITALS

     

    WHEREAS,
Cable Holdco, Inc., a Delaware corporation (“Splitco”) and the Trustee entered
into an Indenture dated as of August 4, 2008 (the “Indenture”), pursuant to
which Splitco issued $577,500,000 aggregate principal amount of its 7.29% Notes
due 2018, $20,000,000 of its Floating Rate Notes due 2018 and $67,000,000 of its
7.39% Notes due 2020 (collectively, the “Securities”); and

     

    WHEREAS,
effective August 4, 2008, Splitco was merged with and into Ralcorp Mailman LLC
(“Mailman”), with Mailman being the surviving corporation, whereupon the
separate corporate existence of Splitco ceased and Mailman assumed the due and
punctual payment of the principal of (and premium, if any) and the interest on
all of the Securities in accordance with their terms, and the due and punctual
performance and observance of all the covenants and conditions of the Indenture
pursuant to the First Supplemental Indenture dated as of August 4, 2008;
and

     

    WHEREAS,
effective August 4, 2008, (the “Effective Time”), Mailman was merged with and
into the Company, with the Company being the surviving corporation (the
“Merger”), whereupon the separate corporate existence of Mailman ceased;
and

     

    WHEREAS,
Section 801 of the Indenture prohibits the consummation of the Merger unless the
Company assumes the due and punctual payment of the principal of (and premium,
if any) and the interest on all of the Securities in accordance with their
terms, and the due and punctual performance and observance of all the covenants
and conditions of the Indenture; and

     

    WHEREAS,
the Subsidiary Guarantee between the Subsidiary Guarantors named therein, the
Company, with respect to Section 5 thereto, and the Trustee, is required
pursuant to Sections 1011 and 1018 of the Indenture and such Subsidiary
Guarantee, is being executed simultaneously with this Supplemental Indenture;
and

     

    WHEREAS,
capitalized terms used and not otherwise defined herein shall have the
respective meanings assigned to such terms in the Indenture; and

     

    WHEREAS,
this Supplemental Indenture shall be effective as of  the Effective
Time.

     

    NOW,
THEREFORE, in compliance with Section 801 and Article 9 of the Indenture, and in
consideration of the covenants contained herein and intending to be legally
bound hereby, Company and the Trustee, for the benefit of the holders of the
Securities, agree as follows:

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

       

       

       

       

       

       

      1.           Assumption of Payment and
Performance.  As of and after the Effective Time, Company
hereby expressly assumes the due and punctual payment of the principal of (and
premium, if any) and interest on all of the Securities and the due and punctual
performance and observance of all of the covenants and conditions of the
Indenture on the part of Mailman to be performed or observed.

       

      2.           Effect of Supplemental
Indenture.  As of and after the Effective Time, (i) the
Indenture is modified in accordance herewith; (ii) this Supplemental Indenture
shall form a part of the Indenture for all purposes; (iii) except as modified
and amended by this Supplemental Indenture, the Indenture shall continue in full
force and effect; (iv) the Securities shall continue to be governed by the
Indenture; (v) every holder of Securities heretofore or hereafter under the
Indenture shall be bound by this Supplemental Indenture; and (vi) the Covenant
Effective Time shall have occurred.

       

      3.           Notation on
Securities.  Securities authenticated and delivered on or after
the Effective Time shall bear the following notation, which may be printed or
typewritten thereon:

       

    

    “Effective
August 4, 2008, Cable Holdco, Inc., a Delaware corporation (“Cable Holdco”), was
merged with and into Ralcorp Mailman LLC (“Mailman”), which assumed the
obligations of Cable Holdco, which was subsequently merged with and into Ralcorp
Holdings, Inc. (the “Company”).  Pursuant to the Second Supplemental
Indenture, dated as of August 4, 2008, the Company has assumed the obligations
of Mailman and the performance of every covenant and condition of the Indenture
on the part of Mailman to be performed or observed.”

     

    If the
Company shall so determine, new Securities so modified as to conform to the
Indenture as hereby supplemented, in form satisfactory to the Trustee, may at
any time hereafter be prepared and executed by Company and authenticated and
delivered by the Trustee or the Authenticating Agent in exchange for the
Securities then outstanding, and thereafter the notation herein provided shall
no longer be required. Anything herein or in the Indenture to the contrary
notwithstanding, the failure to affix the notation herein provided as to any
Security or to exchange any Security for a new Security modified as herein
provided shall not affect any of the rights of the holder of such
Security.

     

    4.           The
Trustee.  The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by Company.

     

    5.           Governing
Law.  This Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to conflict of law principles thereof.

     

     

     

     

     

     

    
      
        
        

      

      
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      6.           Successors and
Assigns.  This Supplemental Indenture shall be binding upon and
inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto and the holders of any Securities then
outstanding.

       

      7.           Headings.  The
headings used in this Supplemental Indenture are inserted for convenience only
and shall not in any way affect the meaning or construction of any provision of
this Supplemental Indenture.

       

      8.           Counterparts.  This
Supplemental Indenture may be executed in several counterparts, each of which
shall be an original and all of which shall constitute one and the same
instrument.

       

       

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    IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed by their respective officers thereunto duly authorized, as of
the day and year first above written.

     

    
       

      
        	 	
                RALCORP
      HOLDINGS, INC.

              
	 	 	 
	 	By:	     
      /s/  C. G. Huber, Jr.
	 	 	Name:  C. G.
      Huber, Jr.
	 	 	Title:   
      Corporate Vice President,
	 	 	            
      General Counsel and Secretary
	 	 	 
	 	DEUTSCHE BANK TRUST
      COMPANY AMERICAS, as Trustee
	 	 	 
	 	By:	     
      /s/   Wanda Camacho
	 	 	Name:  
      Wanda Camacho
	 	 	Title:    
      Vice President
	 	 	 
	 	By:	       /s/  
      Annie Jaghatspanyan
	 	 	Name:    Annie
      Jaghatspanyan
	 	 	Title:     
      Assistant Vice President