exhibit_4-1.htm


    
       

       

       

      Exhibit 4.1

       

       

       

       

       

       

    

    Cable
Holdco, Inc.

     

    to

     

    Deutsche
Bank Trust Company Americas

     

    as
Trustee

     

    ______________________________


     

     

    INDENTURE

     

    ______________________________


     

    


    Dated
as of  August 4,  2008

     

     

     

     

    Providing
for Issuance of Senior

     

    Debt
Securities

     

     

     

     

     

     

     

     

     

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    TABLE
OF CONTENTS


    Table of Contents

     

    
      	
               
      

            	 	
               

            	
               Page

            
	
              ARTICLE
      ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION

            	
              1

            
	
              Section
      101.

            	 	
              Definitions.

            	
              1

            
	
              Section
      102.

            	 	
              Compliance
      Certificates and Opinions.

            	
              14

            
	
              Section
      103.

            	 	
              Form
      of Documents Delivered to Trustee.

            	
              15

            
	
              Section
      104.

            	 	
              Acts
      of Holders; Record Dates.

            	
              15

            
	
              Section
      105.

            	 	
              Notices,
      Etc., to Trustee and Company.

            	
              16

            
	
              Section
      106.

            	 	
              Notice
      to Holders; Waiver.

            	
              16

            
	
              Section
      107.

            	 	
              Conflict
      with Trust Indenture Act.

            	
              16

            
	
              Section
      108.

            	 	
              Effect
      of Headings and Table of Contents.

            	
              17

            
	
              Section
      109.

            	 	
              Successors
      and Assigns.

            	
              17

            
	
              Section
      110.

            	 	
              Separability
      Clause.

            	
              17

            
	
              Section
      111.

            	 	
              Benefits
      of Indenture.

            	
              17

            
	
              Section
      112.

            	 	
              Governing
      Law.

            	
              17

            
	
              Section
      113.

            	 	
              Legal
      Holidays.

            	
              17

            
	
              ARTICLE
      TWO THE NOTES

            	
              17
      

            
	
              Section
      201.

            	 	
              Form
      Generally.

            	
              17

            
	
              Section
      202.

            	 	
              Form
      of Face of Security.

            	
              18

            
	
              Section
      203.

            	 	
              Form
      of Reverse of Security.

            	
              23

            
	
              Section
      204.

            	 	
              Form
      of Trustee’s Certificate of Authentication.

            	
              30

            
	
              Section
      205.

            	 	
              Form
      of Legend for Global Securities.

            	
              31

            
	
              Section
      206.

            	 	
              Form
      of Rule 144A/Regulation S Legend.

            	
              31

            
	
              ARTICLE
      THREE THE SECURITIES

            	
              32

            
	
              Section
      301.

            	 	
              Amount.

            	
              32

            
	
              Section
      302.

            	 	
              Denominations.

            	
              32

            
	
              Section
      303.

            	 	
              Execution,
      Authentication, Delivery and Dating.

            	
              32

            
	
              Section
      304.

            	 	
              Global
      Securities.

            	
              33

            
	
              Section
      305.

            	 	
              Temporary
      Securities.

            	
              33

            
	
              Section
      306.

            	 	
              Transfer
      and Exchange.

            	
              34

            
	
              Section
      307.

            	 	
              Registration.

            	
              41

            
	
              Section
      308.

            	 	
              Mutilated,
      Destroyed, Lost and Stolen Securities.

            	
              41

            
	
              Section
      309.

            	 	
              Replacement
      Securities.

            	
              42

            
	
              Section
      310.

            	 	
              Reserved.

            	
              42

            
	
              Section
      311.

            	 	
              Cancellation.

            	
              42

            
	
              Section
      312.

            	 	
              Reserved.

            	
              42

            
	
              Section
      313.

            	 	
              Payment
      of Interest; Interest Rights Preserved.

            	
              42

            
	
              Section
      314.

            	 	
              Persons
      Deemed Owners.

            	
              43

            
	
              Section
      315.

            	 	
              Computation
      of Interest.

            	
              43

            
	
              Section
      316.

            	 	
              CUSIP
      Numbers.

            	
              44

            
	
              ARTICLE
      FOUR SATISFACTION AND DISCHARGE

            	
              45

            
	
              Section
      401.

            	 	
              Satisfaction
      and Discharge of Indenture.

            	
              45

            
	
              Section
      402.

            	 	
              Application
      of Trust Money.

            	
              45

            
	
              ARTICLE
      FIVE REMEDIES

            	
              46

            
	
              Section
      501.

            	 	
              Events
      of Default.

            	
              46

            
	
              Section
      502.

            	 	
              Acceleration
      of Maturity; Rescission and Annulment.

            	
              47

            
	
              Section
      503.

            	 	
              Collection
      of Indebtedness and Suits for Enforcement by Trustee.

            	
              48

            
	
              Section
      504.

            	 	
              Trustee
      May File Proofs of Claim.

            	
              49

            
	
              Section
      505.

            	 	
              Trustee
      May Enforce Claims Without Possession of Securities.

            	
              49

            
	
              Section
      506.

            	 	
              Application
      of Money Collected.

            	
              49

            
	
              Section
      507.

            	 	
              Limitation
      on Suits.

            	
              50

            
	
              Section
      508.

            	 	
              Unconditional
      Right of Holders to Receive Principal, Premium and
    Interest.

            	
              50

            
	
              Section
      509.

            	 	
              Restoration
      of Rights and Remedies.

            	
              50

            
	
              Section
      510.

            	 	
              Rights
      and Remedies Cumulative.

            	
              51

            
	
              Section
      511.

            	 	
              Delay
      or Omission Not Waiver.

            	
              51

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

    

    
      	
              Section
      512.

            	 	
              Control
      by Holders.

            	
              51

            
	
              Section
      513.

            	 	
              Waiver
      of Past Defaults.

            	
              51

            
	
              Section
      514.

            	 	
              Undertaking
      for Costs.

            	
              52

            
	
              Section
      515.

            	 	
              Waiver
      of Stay or Extension Laws.

            	
              52

            
	
              ARTICLE
      SIX THE TRUSTEE

            	
              52

            
	
              Section
      601.

            	 	
              Certain
      Duties and Responsibilities.

            	
              52

            
	
              Section
      602.

            	 	
              Notice
      of Defaults.

            	
              52

            
	
              Section
      603.

            	 	
              Certain
      Rights of Trustee.

            	
              52

            
	
              Section
      604.

            	 	
              Not
      Responsible for Recitals or Issuance of Securities.

            	
              54

            
	
              Section
      605.

            	 	
              May
      Hold Securities and Serve as Trustee Under Other
    Indentures.

            	
              54

            
	
              Section
      606.

            	 	
              Money
      Held in Trust.

            	
              54

            
	
              Section
      607.

            	 	
              Compensation
      and Reimbursement.

            	
              54

            
	
              Section
      608.

            	 	
              Disqualification;
      Conflicting Interests.

            	
              55

            
	
              Section
      609.

            	 	
              Corporate
      Trustee Required; Eligibility.

            	
              55

            
	
              Section
      610.

            	 	
              Resignation
      and Removal; Appointment of Successor.

            	
              55

            
	
              Section
      611.

            	 	
              Acceptance
      of Appointment by Successor.

            	
              56

            
	
              Section
      612.

            	 	
              Merger,
      Conversion, Consolidation or Succession to Business.

            	
              56

            
	
              Section
      613.

            	 	
              Preferential
      Collection of Claims Against Company.

            	
              57

            
	
              Section
      614.

            	 	
              Appointment
      of Authenticating Agent.

            	
              57

            
	
              ARTICLE
      SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

            	
              58

            
	
              Section
      701.

            	 	
              Company
      to Furnish Trustee Names and Addresses of Holders.

            	
              58

            
	
              Section
      702.

            	 	
              Preservation
      of Information; Communications to Holders.

            	
              58

            
	
              Section
      703.

            	 	
              Reports
      by Trustee

            	
              59

            
	
              Section
      704.

            	 	
              Reports
      by Company.

            	
              59

            
	
              Section
      705.

            	 	
              Compliance
      Certificate.

            	
              60

            
	
              ARTICLE
      EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR
      LEASE

            	
              61

            
	
              Section
      801.

            	 	
              Company
      May Consolidate, Etc., Only on Certain Terms.

            	
              61

            
	
              Section
      802.

            	 	
              Successor
      Substituted.

            	
              62

            
	
              Section
      803.

            	 	
              Officers’
      Certificate and Opinion of Counsel.

            	
              62

            
	
              ARTICLE
      NINE SUPPLEMENTAL INDENTURES

            	
              62

            
	
              Section
      901.

            	 	
              Supplemental
      Indentures Without Consent of Holders.

            	
              62

            
	
              Section
      902.

            	 	
              Supplemental
      Indentures with Consent of Holders.

            	
              63

            
	
              Section
      903.

            	 	
              Execution
      of Supplemental Indentures.

            	
              64

            
	
              Section
      904.

            	 	
              Effect
      of Supplemental Indentures.

            	
              64

            
	
              Section
      905.

            	 	
              Conformity
      with Trust Indenture Act.

            	
              64

            
	
              Section
      906.

            	 	
              Reference
      in Securities to Supplemental Indentures.

            	
              64

            
	
              ARTICLE
      TEN COVENANTS

            	
              64

            
	
              Section
      1001.

            	 	
              Applicability.

            	
              64

            
	
              Section
      1002.

            	 	
              Payment
      of Principal, Premium and Interest.

            	
              64

            
	
              Section
      1003.

            	 	
              Maintenance
      of Office or Agency.

            	
              65

            
	
              Section
      1004.

            	 	
              Money
      for Securities Payments to Be Held in Trust.

            	
              65

            
	
              Section
      1005.

            	 	
              Compliance
      with Law.

            	
              66

            
	
              Section
      1006.

            	 	
              Insurance.

            	
              66

            
	
              Section
      1007.

            	 	
              Maintenance
      of Properties.

            	
              66

            
	
              Section
      1008.

            	 	
              Payment
      of Taxes and Claims.

            	
              67

            
	
              Section
      1009.

            	 	
              Corporate
      Existence.

            	
              67

            
	
              Section
      1010.

            	 	
              Securities
      to Rank Pari Passu.

            	
              67

            
	
              Section
      1011.

            	 	
              Subsidiary
      Guarantee; Release.

            	
              67

            
	
              Section
      1012.

            	 	
              Transactions
      with Affiliates.

            	
              68

            
	
              Section
      1013.

            	 	
              Minimum
      Consolidated Adjusted Net Worth.

            	
              68

            
	
              Section
      1014.

            	 	
              Leverage
      Ratio.

            	
              68

            
	
              Section
      1015.

            	 	
              Priority
      Debt.

            	
              68

            
	
              Section
      1016.

            	 	
              Sale
      of Assets.

            	
              68

            
	
              Section
      1017.

            	 	
              Nature
      of Business.

            	
              69

            
	
              Section
      1018.

            	 	
              Limitation
      upon Liens.

            	
              69

            
	
              Section
      1019.

            	 	
              Interest
      Expense Coverage Ratio.

            	
              71

            
	
              Section
      1020.

            	 	
              Foreign
      Assets Control Regulations.

            	
              71

            
	
              Section
      1021.

            	 	
              Redemption
      at the Option of Holders Upon a Change in Control.

            	
              71

            
	
              Section
      1022.

            	 	
              Waiver
      of Certain Covenants.

            	
              72

            
	
              ARTICLE
      ELEVEN REDEMPTION OF SECURITIES

            	
              73

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

       

       

    

    
      	
              Section
      1101.

            	 	
              Applicability
      of Article.

            	
              73

            
	
              Section
      1102.

            	 	
              Election
      to Redeem: Notice to Trustee.

            	
              73

            
	
              Section
      1103.

            	 	
              Selection
      by Trustee of Securities to Be Redeemed.

            	
              73

            
	
              Section
      1104.

            	 	
              Notice
      of Redemption.

            	
              74

            
	
              Section
      1105.

            	 	
              Deposit
      of Redemption Price.

            	
              74

            
	
              Section
      1106.

            	 	
              Securities
      Payable on Redemption Date.

            	
              74

            
	
              Section
      1107.

            	 	
              Securities
      Redeemed in Part.

            	
              75

            
	
              ARTICLE
      TWELVE RESERVED

            	
              75

            
	
              Section
      1201.

            	 	
              Reserved.

            	
              75

            
	
              ARTICLE
      THIRTEEN DEFEASANCE AND COVENANT DEFEASANCE

            	
              75

            
	
              Section
      1301.

            	 	
              Applicability
      of Article; Company’s Option to Effect Defeasance or Covenant
      Defeasance.

            	
              75

            
	
              Section
      1302.

            	 	
              Defeasance
      and Discharge.

            	
              75

            
	
              Section
      1303.

            	 	
              Covenant
      Defeasance.

            	
              76

            
	
              Section
      1304.

            	 	
              Conditions
      to Defeasance or Covenant Defeasance.

            	
              76

            
	
              Section
      1305.

            	 	
              Deposited
      Money and U.S. Government Obligations to be Held in Trust; Other
      Miscellaneous Provisions.

            	
              77

            
	
              Section
      1306.

            	 	
              Reinstatement.

            	
              78

            
	
              Section
      1307.

            	 	
              Qualifying
      Trustee.

            	
              78

            
	
              ARTICLE FOURTEEN IMMUNITY
      OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS AND
      EMPLOYEES 

            	 78
	
              Section
      1401.

            	 	
              Exemption
      from Individual Liability.

            	
              78

            
	
              Section
      1402.

            	 	
              Patriot
      Act.

            	
              79

            
	 	 	 	 


    

    
      	
              Exhibit
      A

            	 	
              Form
      of Certificate of Transfer

            	
              69

            
	
              Exhibit
      B

            	 	
              Form
      of Exchange

            	
              73

            
	
              Exhibit
      C

            	 	
              Form
      of Guarantee

            	
              76

            
	
              Exhibit
      D

            	 	
              Form
      of First Supplemental Indenture

            	
              88

            
	
              Exhibit
      E

            	 	
              Form
      of Second Supplemental Indenture

            	
              91

            


    

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

     

    
 

    Certain
Sections of this Indenture relating to

    Sections
310 through 318, inclusive, of the

    Trust
Indenture Act of 1939:

    


    
      	Trust
      Indenture	
               

            	 
	Act
      Section	
              
                Indenture Section

              

            
	
               

            	 
      	 
	
              (S)
      310(a) (1)

            	
              609

            	 
	
              (a)
      (2)

            	
              609

            	 
	
              (a)
      (3)

            	
              Not
      Applicable

            	 
	
              (a)
      (4)

            	
              Not
      Applicable

            	 
	
              (b)

            	
              608,
      610

            	 
	
              (S)
      311(a)

            	
              613

            	 
	
              (b)

            	
              613

            	 
	
              (S)
      312(a)

            	
              701,
      702(a)

            	 
	
              (b)

            	
              702(b)

            	 
	
              (c)

            	
              702(c)

            	 
	
              (S)
      313(a)

            	
              703(a)

            	 
	
              (b)

            	
              703(a)

            	 
	
              (c)

            	
              703(a)

            	 
	
              (d)

            	
              703(b)

            	 
	
              (S)
      314(a)

            	
              704

            	 
	
              (a)(4)

            	
              101,
      704, 705

            	 
	
              (b)

            	
              Not
      Applicable

            	 
	
              (c)(1)

            	
              102

            	 
	
              (c)(2)

            	
              102

            	 
	
              (c)(3)

            	
              Not
      Applicable

            	 
	
              (d)

            	
              Not
      Applicable

            	 
	
              (e)

            	
              102

            	 
	
              (S)
      315(a)

            	
              601

            	 
	
              (b)

            	
              602

            	 
	
              (c)

            	
              601

            	 
	
              (d)

            	
              601

            	 
	
              (e)

            	
              514

            	 
	
              (S)
      316(a)

            	
              101

            	 
	
              (a)(1)(A)

            	
              502,
      512

            	 
	
              (a)(1)(B)

            	
              513

            	 
	
              (a)(2)

            	
              Not
      Applicable

            	 
	
              (b)

            	
              508

            	 
	
              (c)

            	
              104(c)

            	 
	
              (S)
      317(a)(1)

            	
              503

            	 
	
              (a)(2)

            	
              504

            	 
	
              (b)

            	
              1003

            	 
	
              (S)
      318(a)

            	
              107

            	 


    

     

    ___________

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

     

     

     

     

     

     

    
 

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

     

     

     

    
 

    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”).

     

    Recitals
of the Company

     

    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:

     

    ARTICLE
ONE

    Definitions
and Other Provisions of General Application

     

    
      	
              Section
      101.

            	
              Definitions.

            


    

     

    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.

     

     

     

    
 

    
      
         


      

      
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    “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.

     

     

     

    
 

    
      
         


      

      
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    “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;

     

     

     

    
 

    
      
         


      

      
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    (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.

     

    “Covenant
Effective Time” means the later of (i) the consummation of the Transactions or
(ii) the assumption of the obligations hereunder by Ralcorp Holdings,
Inc.

     

    “Debt”
with respect to any Person means, at any time, without duplication, (a) its
liabilities for borrowed money; (b) its liabilities for the deferred
purchase price of property acquired by such Person (excluding accounts payable
arising in the ordinary course of business but including all liabilities created
or arising under any conditional sale or other title retention agreement with
respect to any such property); (c) all liabilities appearing on its balance
sheet in accordance with GAAP in respect of Capital Leases; (d) all
liabilities for borrowed money secured by any Lien with respect to any property
owned by such Person (whether or not it has assumed or otherwise become liable
for such liabilities); and (e) any Guaranty of such Person or letter of
credit of such Person, with respect to liabilities of a type described in any of
clauses (a) through (d) hereof. Debt of any Person shall include all
obligations of such Person of the character described in clauses
(a) through (e) to the extent such Person remains legally liable in
respect thereof notwithstanding that any such obligation is deemed to be
extinguished under GAAP. “Debt” of any Person shall not include (i) such
obligations of the character described in clauses (a) through
(d) above, if owed or made by the Company or any Subsidiary to the Company
or any Wholly-Owned Subsidiary or (ii) any unfunded obligations which may
now or hereafter exist in respect of pension, retirement or other similar plans
of the Company or any Subsidiary, (iii) the Ralston Obligations or
(iv) the obligations of a Vail Owner under the Forward Sale Agreement or
any other similar or any other similar forward sale agreement in respect of such
Vail Owner’s sale of shares of capital stock of Vail Resorts, Inc., and which,
in each case, such obligations may be satisfied by delivery of, or foreclosure
on, the shares of such capital stock and which such obligations are not
guaranteed, directly or indirectly, by the Company or any other
Subsidiary.

    


    “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.

     

     

     

    
 

    
      
         


      

      
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    “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.

     

     

     

    
 

    
      
         


      

      
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    “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.

     

     

     

    
 

    
      
         


      

      
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    “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.

     

    “Leverage
Ratio” means, with respect to the Company on a consolidated basis with its
Subsidiaries, the ratio at the end of any fiscal quarter of the aggregate unpaid
principal amount of all Debt of the Company and its Subsidiaries on a
consolidated basis at the end of such fiscal quarter to Adjusted EBITDA for the
four fiscal quarters then ending.

    


    “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).

     

    “London
Business Day” means, with respect to any 2018 Floating Rate Note, a day on which
commercial banks are open for business in London.

    


    “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.

     

     

     

    
 

    
      
         


      

      
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    “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.

     

     

     

     

    
      
         


      

      
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    “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.

     

     

     

    
 

    
      
         


      

      
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    “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.

     

    “Ralston
Obligations” means the indemnification obligations of the Company existing on
the date hereof in favor of General Mills Inc. with respect to its
indemnification of Ralston Purina Company, as more fully described in
Note 14 of the Company’s Annual Report on Form 10-K for the year ended
September 30, 2002 under “Other Contingencies.”

    


    “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.

     

     

     

    
 

    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

     

     

     

    
 

    “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.

     

     

     

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

     

     

     

    
 

    “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.

     

     

     

    
 

    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

     

     

     

    
 

    “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.

     

    
      
        	
                Section
      102.

              	
                Compliance
      Certificates and
Opinions.

              


      

    

     

    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.

     

     

     

    
 

    
      
         


      

      
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              Section
      103. 

            	
              Form
      of Documents Delivered to Trustee.

            


    

     

    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.

     

    
      
        	
                Section
      104.

              	
                Acts of Holders;
      Record Dates.

              


      

    

     

    (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 15th 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.

     

     

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

     

     

     

    
 

    (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.

     

    
      
        	
                Section
      105.

              	
                Notices, Etc., to
      Trustee and Company.

              


      

    

     

    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.

     

    
      
        	
                Section 106.

              	
                Notice to Holders;
      Waiver.

              


      

    

     

    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.

     

    
      
        	
                Section
      107.

              	
                Conflict with Trust
      Indenture Act.

              


      

    

     

    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.

     

     

     

     

    
      
         


      

      
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                Section
      108.

              	
                Effect of Headings and
      Table of Contents.

              


      

    

     

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

     

    
      
        
          	
                  Section
      109.

                	
                   Successors and
      Assigns.

                


        

      

    

     

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

     

    
      
        	
                Section
      110.

              	
                 Separability
      Clause.

              


      

    

     

    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.

     

    
      
        	
                Section
      111.

              	
                Benefits of
      Indenture.

              


      

    

     

    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.

     

    
      
        	
                Section
      112.

              	
                Governing
      Law.

              


      

    

     

    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.

     

    
      
        	
                Section
      113.

              	
                Legal
      Holidays.

              


      

    

     

    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.

     

    ARTICLE
TWO

    The
Notes

     

    
      
        	
                Section
      201.

              	
                Form
      Generally.

              


      

    

     

    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.

     

     

     

    
 

    
      
         


      

      
        17

        
          

        

      

      
         


      

    

     

     

     

     

    
 

    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.

     

    
      
        	
                Section
      202.

              	
                Form of Face of
      Security.

              


      

    

     

    (a)
2018 Fixed Rate Notes:

    


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

    


    


    Cable
Holdco, Inc.

    7.29%
Note due 2018


     

    
      	
              $
      _________________

            	
              No._________

            
	
               

            	
              CUSIP_______

            


    

     

    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 15th
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.

     

     

     

    
 

    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

     

     

     

    
 

     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.
	 	 	 
	 
      	
              By:

            	
               

            
	 
      	
              Title:

            	
               

            
	 
      	
              Attest:

            	
               

            
	 
      	
              Title:

            	
               

            


    

    


    (b) 2018
Floating Rate Notes:

    


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

     

     

     

     

    
 

    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

     

     

     

    
 

    
      Cable
Holdco, Inc.

    

    Floating
Rate Note due 2018


     

    
      	
              $
      _____________

            	
              No._________

            
	
               

            	
              CUSIP_______

            


    

     

    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 15th
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.

     

     

     

    
 

    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

     

     

     

    
 

    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.
	 	 	 
	 
      	
              By:

            	
               

            
	 
      	
              Title:

            	
               

            
	 
      	
              Attest:

            	
               

            
	 
      	
              Title:

            	
               

            


    

    


     

    (c)
2020 Fixed Rate Notes:

    


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

     

     

     

    
 

    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

     

     

     

    
 

    Cable
Holdco, Inc.

    7.39%
Note due 2020


     

    
      	
              $________________

            	
              No._________

            
	
               

            	
              CUSIP_______

            


    

     

    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 15th
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.

     

     

     

     

    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

     

     

     

    
 

    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.
	 	 
	 
      	
              By:

            	
               

            
	 
      	
              Title:

            	
               

            
	 
      	
              Attest:

            	
               

            
	 
      	
              Title:

            	
               

            


    

     

    
      	
              Section
      203.

            	
              Form of Reverse of
      Security.

            


    

     

     (a)
2018 Fixed Rate Notes:

     

    This
Security is one of a duly authorized tranche (“Tranche”) of securities of the
Company (herein called the “Securities”), issued and to be issued under an
Indenture, as of [August 4, 2008] (herein called the “Indenture”), between the
Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the
“Trustee”, which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  The Securities of this Tranche are
limited in aggregate principal amount to $577,500,000.

     

    The
Company may, at its option, upon notice as provided below, at any time and from
time to time after August 15, 2013, redeem all, or any part of, the Fixed Rate
Notes (including the Securities and all other Securities of a different Tranche
bearing interest at a fixed rate), in an amount not less than 10% of the
aggregate principal amount of the Fixed Rate Notes then Outstanding at a
redemption price equal to 100% of the principal amount so redeemed, together
with interest accrued thereon to the date of such redemption plus the excess, if
any, of (1) the present value on the date of redemption of (a) the principal
amount of each such Security payable at Maturity, plus (b) all required
remaining scheduled interest payments due on each such Security through
Maturity, computed using a discount rate equal to the Treasury Rate as of such
date of redemption plus 50 basis points over (2) the principal amount of each
such Security.  “Treasury Rate” means, as of any redemption date, the
yield to maturity as of such redemption date of United States Treasury
securities with a constant maturity (as compiled and published in the most
recent Federal Reserve Statistical Release H.15 (519) that has become publicly
available at least two Business Days prior to the redemption date (or, if such
Statistical Release is no longer published, any publicly available source of
similar market data)) most nearly equal to the period from the redemption date
to the Securities’ Maturity; provided that if the period from the redemption
date to such date is less than one year, the weekly average yield on actually
traded United States Treasury securities adjusted to a constant maturity of one
year will be used.  The Company will give each holder of Securities
written notice of each optional redemption not less than 30 days and not more
than 60 days prior to the date fixed for such redemption except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice
is issued in connection with a defeasance of the Securities or a satisfaction
and discharge of the Indenture.  Each such notice shall specify such
date, the aggregate principal amount of the Securities to be redeemed on such
date, the principal amount of each Securities held by such holder to be
redeemed, and the interest to be paid on the redemption date with respect to
such principal amount being redeemed.

     

     

     

     


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

     

     

     

     

    
 

     In
the event of redemption of this Security in part only, a new Security or
Securities of like tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.

     

    The
Securities do not have the benefit of any sinking fund obligations.

     

    The
Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security and certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth in the Indenture.

     

    If an
Event of Default with respect to the Securities shall occur and be continuing,
the principal of the Securities (and a premium if applicable) may be declared
due and payable in the manner and with the effect provided in the
Indenture.

     

    The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities to be adversely affected under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the Securities at the time
Outstanding to be adversely affected.  The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities at the time Outstanding, on behalf of the Holders of all
Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past Defaults under the Indenture and their
consequences.  Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

     

    No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

     

    As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of and any premium and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

     

    If (i)
DTC (A) notifies the Company that it is unwilling or unable to continue as
Depositary for the Global Securities or (B) has ceased to be a clearing agency
registered under the Exchange Act, and in either case the Company fails to
appoint a successor Depositary within 120 days after becoming aware of such
condition; (ii) the Company, at its option, subject to certain restrictions set
forth in the Indenture, notifies the Trustee in writing that it elects to cause
the issuance of Definitive Securities in exchange for this Security (in whole
but not in part); or (iii) there shall have occurred and be continuing a Default
or Event of Default with respect to the Securities, Definitive Securities shall
be issued in such names as the Depositary shall instruct the Trustee in an
aggregate principal amount equal to the principal amount of this Security in
exchange for this Security.

     

     

     

    
 

    
      
         


      

      
        24

        
          

        

      

      
         


      

    

     

     

     

     

    
 

    Except as
specified in the Indenture, no Holder of any Securities shall have any right to
institute any proceeding, judicial or otherwise, with respect to the Indenture
or for the appointment of a receiver or trustee, or for any other remedy under
the Indenture, unless (1) the Trustee shall have received written notice from
such Holder of a continuing Event of Default in respect of such Securities; (2)
the Trustee shall have received a written request from the Holders of not less
than 25% in principal amount of the Outstanding Securities in respect of which
the Event of Default has occurred to institute proceedings in respect of such
Event of Default in its own name as Trustee under the Indenture; (3) such Holder
or Holders have offered to the Trustee indemnity satisfactory to the Trustee
against the costs, expenses and liabilities to be incurred in compliance with
such request; (4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and
(5) no direction inconsistent with such written request has been given to the
Trustee during such 60 day period by the Holders of a majority in principal
amount of the Outstanding Securities.

     

    The
Securities are issuable only in registered form without coupons in denominations
of $100,000 and any integral multiple thereof.  As provided in the
Indenture and subject to certain limitations therein set forth, Securities are
exchangeable for a like aggregate principal amount of Securities of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same.

     

    No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

     

    No
recourse shall be had for the payment of the principal of (or premium, if any)
or the interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, Officer, director
or employee, as such, past, present or future, of Kraft Foods Inc. or any of its
affiliates or the Company, any Subsidiary Guarantor or any Successor
Corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

     

    Prior to
due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes
(subject to Section 314 of the Indenture), whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

     

    All terms
used in this Security, which are defined in the Indenture, shall have the
meanings assigned to them in the Indenture.

     

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

     

    (b)
2018 Floating Rate Notes

     

     

     

    
 

    
      
         


      

      
        25

        
          

        

      

      
         


      

    

     

     

     

     

    
 

    This
Security is one of a duly authorized tranche (“Tranche”) of securities of the
Company (herein called the “Securities”), issued and to be issued under an
Indenture, as of [August 4, 2008] (herein called the “Indenture”), between the
Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the
“Trustee”, which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  The Securities of this Tranche are
limited in aggregate principal amount to $20,000,000.

     

    The
Company may, at its option, upon notice as provided below, at any time and from
time to time after August 15, 2013, redeem all, or any part of, the Securities
of this Tranche, in an amount not less than 10% of the aggregate principal
amount of the 2018 Floating Rate Notes then Outstanding at a redemption price
equal to 100% of the principal amount so redeemed, together with interest
accrued thereon to the date of such redemption.  The Company will give
each holder of Securities written notice of each optional redemption not less
than 30 days and not more than 60 days prior to the date fixed for such
redemption except that redemption notices may be mailed more than 60 days prior
to a redemption date if the notice is issued in connection with a defeasance of
the Securities or a satisfaction and discharge of the Indenture.  Each
such notice shall specify such date, the aggregate principal amount of the
Securities to be redeemed on such date, the principal amount of each Securities
held by such holder to be redeemed, and the interest to be paid on the
redemption date with respect to such principal amount being
redeemed.

     

    In the
event of redemption of this Security in part only, a new Security or Securities
of like tenor for the unredeemed portion hereof will be issued in the name of
the Holder hereof upon the cancellation hereof.

     

    The
Securities do not have the benefit of any sinking fund obligations.

     

    The
Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security and certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth in the Indenture.

     

    If an
Event of Default with respect to the Securities shall occur and be continuing,
the principal of the Securities (and a premium if applicable) may be declared
due and payable in the manner and with the effect provided in the
Indenture.

     

    The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities to be adversely affected under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the Securities at the time
Outstanding to be adversely affected.  The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities at the time Outstanding, on behalf of the Holders of all
Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past Defaults under the Indenture and their
consequences.  Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

     

    No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

     

     

     

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of and any premium and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

     

    If (i)
DTC (A) notifies the Company that it is unwilling or unable to continue as
Depositary for the Global Securities or (B) has ceased to be a clearing agency
registered under the Exchange Act, and in either case the Company fails to
appoint a successor Depositary within 120 days after becoming aware of such
condition; (ii) the Company, at its option, subject to certain restrictions set
forth in the Indenture, notifies the Trustee in writing that it elects to cause
the issuance of Definitive Securities in exchange for this Security (in whole
but not in part); or (iii) there shall have occurred and be continuing a Default
or Event of Default with respect to the Securities, Definitive Securities shall
be issued in such names as the Depositary shall instruct the Trustee in an
aggregate principal amount equal to the principal amount of this Security in
exchange for this Security.

     

    Except as
specified in the Indenture, no Holder of any Securities shall have any right to
institute any proceeding, judicial or otherwise, with respect to the Indenture
or for the appointment of a receiver or trustee, or for any other remedy under
the Indenture, unless (1) the Trustee shall have received written notice from
such Holder of a continuing Event of Default in respect of such Securities; (2)
the Trustee shall have received a written request from the Holders of not less
than 25% in principal amount of the Outstanding Securities in respect of which
the Event of Default has occurred to institute proceedings in respect of such
Event of Default in its own name as Trustee under the Indenture; (3) such Holder
or Holders have offered to the Trustee indemnity satisfactory to the Trustee
against the costs, expenses and liabilities to be incurred in compliance with
such request; (4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and
(5) no direction inconsistent with such written request has been given to the
Trustee during such 60 day period by the Holders of a majority in principal
amount of the Outstanding Securities.

     

    The
Securities are issuable only in registered form without coupons in denominations
of $100,000 and any integral multiple thereof.  As provided in the
Indenture and subject to certain limitations therein set forth, Securities are
exchangeable for a like aggregate principal amount of Securities of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same.

     

    No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

     

    No
recourse shall be had for the payment of the principal of (or premium, if any)
or the interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, Officer, director
or employee, as such, past, present or future, of Kraft Foods Inc. or any of its
affiliates or the Company, any Subsidiary Guarantor or any Successor
Corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

     

     

     

     

    
      
        
        

      

      
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    Prior to
due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes
(subject to Section 314 of the Indenture), whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

     

    All terms
used in this Security, which are defined in the Indenture, shall have the
meanings assigned to them in the Indenture.

     

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

     

    (c)
2020 Fixed Rate Notes

     

    This
Security is one of a duly authorized tranche (“Tranche”) of securities of the
Company (herein called the “Securities”), issued and to be issued under an
Indenture, as of [August 4, 2008] (herein called the “Indenture”), between the
Company and Deutsche Bank Trust Company Americas, as Trustee (herein called the
“Trustee”, which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  The Securities of this Tranche are
limited in aggregate principal amount to $67,000,000.

     

    The
Company may, at its option, upon notice as provided below, at any time and from
time to time after August 15, 2013, redeem all, or any part of, the Fixed Rate
Notes (including the Securities and all other securities of a different Tranche
bearing interest at a fixed rate), in an amount not less than 10% of the
aggregate principal amount of the Fixed Rate Notes then Outstanding at a
redemption price equal to 100% of the principal amount so redeemed, together
with interest accrued thereon to the date of such redemption plus the excess, if
any, of (1) the present value on the date of redemption of (a) the principal
amount of each such Security payable at Maturity, plus (b) all required
remaining scheduled interest payments due on each such Security through
Maturity, computed using a discount rate equal to the Treasury Rate as of such
date of redemption plus 50 basis points over (2) the principal amount of each
such Security.  “Treasury Rate” means, as of any redemption date, the
yield to maturity as of such redemption date of United States Treasury
securities with a constant maturity (as compiled and published in the most
recent Federal Reserve Statistical Release H.15 (519) that has become publicly
available at least two Business Days prior to the redemption date (or, if such
Statistical Release is no longer published, any publicly available source of
similar market data)) most nearly equal to the period from the redemption date
to the Securities’ Maturity; provided that if the period from the redemption
date to such date is less than one year, the weekly average yield on actually
traded United States Treasury securities adjusted to a constant maturity of one
year will be used.  The Company will give each holder of Securities
written notice of each optional redemption not less than 30 days and not more
than 60 days prior to the date fixed for such redemption except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice
is issued in connection with a defeasance of the Securities or a satisfaction
and discharge of the Indenture.  Each such notice shall specify such
date, the aggregate principal amount of the Securities to be redeemed on such
date, the principal amount of each Securities held by such holder to be
redeemed, and the interest to be paid on the redemption date with respect to
such principal amount being redeemed.

     

     

     

     

    
      
         


      

      
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    In the
event of redemption of this Security in part only, a new Security or Securities
of like tenor for the unredeemed portion hereof will be issued in the name of
the Holder hereof upon the cancellation hereof.

     

    The
Securities do not have the benefit of any sinking fund obligations.

     

    The
Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security and certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth in the Indenture.

     

    If an
Event of Default with respect to the Securities shall occur and be continuing,
the principal of the Securities (and a premium if applicable) may be declared
due and payable in the manner and with the effect provided in the
Indenture.

     

    The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities to be adversely affected under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the Securities at the time
Outstanding to be adversely affected.  The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities at the time Outstanding, on behalf of the Holders of all
Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past Defaults under the Indenture and their
consequences.  Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

     

    No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

     

    As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of and any premium and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

     

    If (i)
DTC (A) notifies the Company that it is unwilling or unable to continue as
Depositary for the Global Securities or (B) has ceased to be a clearing agency
registered under the Exchange Act, and in either case the Company fails to
appoint a successor Depositary within 120 days after becoming aware of such
condition; (ii) the Company, at its option, subject to certain restrictions set
forth in the Indenture, notifies the Trustee in writing that it elects to cause
the issuance of Definitive Securities in exchange for this Security (in whole
but not in part); or (iii) there shall have occurred and be continuing a Default
or Event of Default with respect to the Securities, Definitive Securities shall
be issued in such names as the Depositary shall instruct the Trustee in an
aggregate principal amount equal to the principal amount of this Security in
exchange for this Security.

     

     

     

    
 

    
      
         


      

      
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    Except as
specified in the Indenture, no Holder of any Securities shall have any right to
institute any proceeding, judicial or otherwise, with respect to the Indenture
or for the appointment of a receiver or trustee, or for any other remedy under
the Indenture, unless (1) the Trustee shall have received written notice from
such Holder of a continuing Event of Default in respect of such Securities; (2)
the Trustee shall have received a written request from the Holders of not less
than 25% in principal amount of the Outstanding Securities in respect of which
the Event of Default has occurred to institute proceedings in respect of such
Event of Default in its own name as Trustee under the Indenture; (3) such Holder
or Holders have offered to the Trustee indemnity satisfactory to the Trustee
against the costs, expenses and liabilities to be incurred in compliance with
such request; (4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and
(5) no direction inconsistent with such written request has been given to the
Trustee during such 60 day period by the Holders of a majority in principal
amount of the Outstanding Securities.

     

    The
Securities are issuable only in registered form without coupons in denominations
of $100,000 and any integral multiple thereof.  As provided in the
Indenture and subject to certain limitations therein set forth, Securities are
exchangeable for a like aggregate principal amount of Securities of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same.

     

    No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

     

    No
recourse shall be had for the payment of the principal of (or premium, if any)
or the interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, Officer, director
or employee, as such, past, present or future, of Kraft Foods Inc. or any of its
affiliates or the Company, any Subsidiary Guarantor or any Successor
Corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

     

    Prior to
due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes
(subject to Section 314 of the Indenture), whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

     

    All terms
used in this Security, which are defined in the Indenture, shall have the
meanings assigned to them in the Indenture.

     

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

     

    
      	
              Section
      204.

            	
              Form of Trustee’s
      Certificate of
Authentication.

            


    

     

    The
Trustee’s certificate of authentication shall be in substantially the following
form:

     

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

     

    Dated:
_____________________

     

    Deutsche
Bank Trust Company Americas,

     

    As
Trustee

     

    
    

    
      	
              By:

            	
              _____________________

            
	 	
              Authorized
      Signatory

            


    

     

     

     

    
 

    
      
         


      

      
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              Section
      205.

            	
              Form of Legend for
      Global Securities.

            


    

     

    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.”

    


    
      	
              Section
      206.

            	
              Form of Rule
      144A/Regulation S Legend.

            


    

     

    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.

     

     

     

     

    
      
         


      

      
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    ARTICLE
THREE

    The
Securities

     

    
      	
              Section
      301.

            	
               Amount.

            


    

     

    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.

     

    
      	
              Section
      302.

            	
              Denominations.

            


    

     

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

     

    
      	
              Section
      303.

            	
              Execution,
      Authentication, Delivery and
Dating.

            


    

     

    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.

     

     

     

    
 

    
      
         


      

      
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              Section
      304.    

            	
              Global
      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.

     

    
      	
              Section
      305.

            	
               Temporary
      Securities.

            


    

     

    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.

     

     

     

    
 

    
      
         


      

      
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    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.

     

    
      	
              Section
      306.

            	
              Transfer and
      Exchange.

            


    

     

    (a)        Transfer and exchange of Global
Securities A Global Security may not be transferred as a whole except by
the Depositary to a nominee of the Depositary, by a nominee of the Depositary to
the Depositary or to another nominee of the Depositary, or by the Depositary or
any such nominee to a successor Depositary or a nominee of such successor
Depositary.  All Global Securities shall be exchanged by the Company
for Definitive Securities if (i) DTC (A) notifies the Company that it is
unwilling or unable to continue as Depositary or (B) has ceased to be a clearing
agency registered under the Exchange Act, and in either case the Company fails
to appoint a successor Depositary within 120 days after becoming aware of such
condition; (ii) the Company, at its option, notifies the Trustee in writing that
it elects to cause the issuance of Definitive Securities in exchange for Global
Securities (in whole but not in part); provided that in no event shall
Regulation S Global Securities be exchanged by the Company for Definitive
Securities other than in accordance with paragraph (c)(ii) of this Section; or
(iii) there shall have occurred and be continuing a Default or Event of Default
with respect to the Securities.  Upon the occurrence of any of the
preceding events in (i), (ii) or (iii) above, Definitive Securities shall be
issued in such names as the Depositary shall instruct the
Trustee.  Global Securities also may be exchanged or replaced, in
whole or in part, as provided in Section 305 hereof.  Every Security
authenticated and delivered in exchange for, or in lieu of, a Global Security or
any portion thereof, pursuant to this Section or Section 305 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global
Security.  A Global Security may not be exchanged for another Security
other than as provided in this Section.  All transfers referred to in
this Section 306 may only be for Securities of the same Tranche.

     

    (b)
       Transfer and Exchange of Beneficial
Interests in the Global Securities.  The transfer and exchange
of beneficial interests in the Global Securities shall be effected through the
Depositary, in accordance with the provisions of this Indenture and the
Applicable Procedures.  Beneficial interests in the Restricted Global
Securities shall be subject to restrictions on transfer comparable to those set
forth herein to the extent required by the Securities Act.  Transfers
of beneficial interests in the Global Securities also shall require compliance
with either subparagraph (i) or (ii) below, as applicable, as well as one or
more of the other following subparagraphs, as applicable:

     

    (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.

     

     

     

     

    
      
        
        

      

      
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    (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.

     

     

     

     

    
      
        
        

      

      
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    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 issued in exchange for a
beneficial interest in a Restricted Global Security pursuant to this Section
shall bear the legend set forth in Section 206 and shall be subject to all
restrictions on transfer contained therein.

     

    (ii)       Beneficial Interests in Regulation S
Global Security to Definitive Security.  A beneficial interest
in Regulation S Global Security may not be exchanged for a Definitive Security
or transferred to a Person who takes delivery thereof in the form of a
Definitive Security prior to the expiration of the Restricted Period, except in
the case of a transfer pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 903 or Rule 904.

     

     

     

    
 

    
      
         


      

      
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    (iii)       Beneficial Interests in Restricted
Global Securities to Unrestricted Definitive Securities.  A
holder of a beneficial interest in a Restricted Global Security may exchange
such beneficial interest for an Unrestricted Definitive Security or may transfer
such beneficial interest to a Person who takes delivery thereof in the form of
an Unrestricted Definitive Security only:

     

    (A)      
 if the Holder of such beneficial interest in a Restricted Global Security
proposes to exchange such beneficial interest for a Definitive Security that
does not bear the legend set forth in Section 206, a certificate from such
Holder in the form of Exhibit B, including the certifications in item (1)(b)
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 Definitive Security that does not bear the legend as set forth
in Section 206, a certificate from such Holder in the form of Exhibit A,
including the certifications in item (4) thereof and, 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.

     

    (iv)     Beneficial Interests in Unrestricted
Global Securities to Unrestricted Definitive Securities.  If
any holder of a beneficial interest in an Unrestricted Global Security proposes
to exchange such beneficial interests for a Definitive Security or to transfer
such beneficial interest to a Person who takes delivery thereof in the form a
Definitive Security, then, upon satisfaction of the condition set forth in
Section 306(b)(ii), the Trustee shall cause the aggregate principal amount of
the applicable Global Security to be reduced accordingly pursuant to Section
306(c)(i), 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 pursuant to this subparagraph 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 issued in exchange for a
beneficial interest pursuant to this subparagraph shall not bear the legend set
forth in Section 206.

     

    (d)      Transfer and Exchange of Definitive
Securities for Beneficial Interests.

     

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

     

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

     

     

     

    
 

    
      
         


      

      
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    (B)         if
such Restricted Definitive Security is being transferred to a QIB in accordance
with Rule 144A, a certificate to the effect set forth in Exhibit A, including
the certifications in item (1) thereof;

     

    (C)         if
such Restricted Definitive Security is being transferred to a Non-U.S. Person in
an “offshore transaction” in accordance with Rule 144A, a certificate to the
effect set forth in Exhibit A including the certifications in item (2) thereof;
or

     

    (D)           if
such Restricted Definitive Security 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) thereof;

     

    the
Trustee shall cancel the Restricted Definitive Security, and increase or cause
to be increased, the aggregate principal amount of, in the case of Clause (A)
above, the 144A Global Security, and in the case of clause (B) above, the 144A
Global Security, and in the case of clause (C) above, the Registration S Global
Security.

     

    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 or the requirements of Sections 303 and 306(g)(vii).

     

    (ii)         Restricted Definitive Securities to
Beneficial Interests in Unrestricted Global Securities.  A
Holder of a Restricted Definitive Security may exchange such Security for a
beneficial interest in an Unrestricted Global Security or transfer such
Restricted Definitive Security to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Security or transfer
such restricted Definitive Security to a Person who takes delivery thereof in
the form of a beneficial interest in an Unrestricted Global Security only if the
Security Registrar receives the following:

     

    (A)        if
the Holder of such Restricted Definitive Security proposes to exchange such
Security for a beneficial interest in the Unrestricted Global Security, a
certificate from such Holder in the form of Exhibit B, including the
certification in item (1)(c) thereof; or 

     

    (B)         if
the Holder of such Restricted Definitive Security proposes to transfer such
Security to a Person who shall take delivery thereof in the form of a beneficial
interest in the 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 request 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.

     

    Upon
satisfaction of the conditions of any of the subparagraphs in this Section, the
Trustee shall cancel the Definitive Securities and increase or cause to be
increased the aggregate principal amount of the Unrestricted Global
Security.

     

    (iii)   
    Unrestricted Definitive Securities
to Beneficial Interests in Unrestricted Global Security.  A
Holder in a Unrestricted Definitive Security may exchange such Security for a
beneficial interest in an Unrestricted Global Security or transfer such
Unrestricted Definitive Security to a person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Security at any
time.  Upon receipt of a request for such an exchange or transfer, the
Trustee shall cancel the applicable Unrestricted Definitive Security and
increase or cause to be increased the aggregate principal amount of one of the
Unrestricted Global Securities.

     

     

     

     

    
      
        
        

      

      
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    If any
such exchange or transfer from a Definitive Security to a beneficial interest is
effected pursuant to subparagraphs (ii) or (iii) above at any time when a
Unrestricted Global Security has not  yet been issued, the Company
shall issue and, upon receipt of an Authentication in accordance with Section
303 hereof, the Trustee shall authenticate one or more Unrestricted Global
Securities in an aggregate principal amount equal to the principal amount of
Definitive Securities so transferred.

     

    (e)       Transfer and Exchange of Definitive
Securities for Definitive Securities.  Upon request by a Holder
of Definitive Securities and such Holder’s compliance with the provisions of
this Section, the Security Registrar shall register the transfer or exchange of
Definitive Securities.  Prior to such registration of transfer or
exchange, the requesting Holder shall present or surrender to the Security
Registrar the Definitive Securities duly endorsed or accompanied by a written
instruction of transfer in form satisfactory to the Security Registrar duly
executed by such Holder or by its attorney, duly authorized in
writing.  In addition, the requesting Holder shall provide any
additional certifications, documents and information, as applicable, required
pursuant to the following provisions of this Section 306(e).

     

    (i)        Restricted Securities to Restricted
Definitive Securities.  Any Restricted Definitive Securities
may be transferred to and registered in the name of Persons who take delivery
thereof in the form of a Restricted Definitive Security if the Security
Registrar receives the following:

     

    (A)        if
the transfer shall be made pursuant to Rule 144A under the Securities Act, then
the transferor must deliver a certificate in the form of Exhibit A, including
the certifications in item (1) thereof;

     

    (B)         if
the transfer shall be made pursuant to any other exemption from the registration
requirements of the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit A including the certifications, certificates
and Opinion of Counsel required by item (3) thereof, if applicable.

     

    Transfers
on the date hereof from (i) Kraft Foods Global, Inc., to Kraft Foods Inc.; (ii)
from Kraft Foods Inc., to Deutsche Bank Securities Inc. and J.P. Morgan
Securities Inc. as selling noteholders; and (iii) from Deutsche Bank Securities
Inc., as selling noteholder, to J.P. Morgan Securities Inc. as Initial Purchaser
shall not be subject to the foregoing requirements or the requirements of
Sections 303 and 306(g)(vii).

     

    (ii)          Restricted Definitive Securities to
Unrestricted Definitive Securities.  Any Restricted Definitive
Security may be exchanged by the Holder thereof for an Unrestricted Definitive
Security or transferred to a Person or Persons who takes delivery thereof in the
form of an Unrestricted Definitive Security.

     

    (1)          if
the Holder of such Restricted Definitive Security proposes to transfer such
Security for an Unrestricted Definitive Security, a certificate from such Holder
in the form of Exhibit B. including the certification in item (1)(d) thereof;
or

     

    (2)           if
the Holder of such Restricted Definitive Security proposes to transfer such
Security to a Person who shall take delivery thereof in the form of an
Unrestricted Definitive Security, a certificate from such Holder in the form of
Exhibit A, including the certifications in item (4) thereof; and, in such case
set forth in this subparagraph, if the Security Registrar so request, an Opinion
of Counsel in form reasonably acceptable to 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.

     

     

     

     

    
      
        
        

      

      
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    (iii)       Unrestricted Definitive Securities
to Unrestricted Definitive Securities.  A Holder of
Unrestricted Definitive Securities may transfer such Securities to a Person who
takes delivery thereof in the form of an Unrestricted Definitive
Security.  Upon receipt of a request to register such a transfer, the
Security Registrar shall register the Unrestricted Definitive Securities
pursuant to the instructions from the Holder thereof.

     

    (f)       Cancellation and/or Adjustment of
Global Securities.  At such time as all beneficial interests in
a particular Global Security have been exchanged for Definitive Securities or a
particular Global Security has been redeemed, repurchased or cancelled in whole
and not in part, each such Global Security shall be returned to or retained and
cancelled by the Trustee in accordance with Section 311 hereof.  At
any time prior to such cancellation, if any beneficial interest in a Global
Security is exchanged for or transferred to a Person who shall take delivery
thereof in the form of a beneficial interest in another Global Security or for
Definitive Securities, the principal amount of Securities represented by such
Global Security shall be reduced accordingly and an endorsement shall be made on
such Global Security by the Trustee or by the Depositary at the direction of the
Trustee to reflect such reduction; and if the beneficial interest is being
exchanged for or transferred to a Person who shall take delivery thereof in the
form of a beneficial interest in another Global Security, such other Global
Security shall be increased accordingly and an endorsement shall be made on such
Global Security by the Trustee or by the Depositary at the direction of the
Trustee to reflect such increase.

     

    (g)      General Provisions Relating to
Transfers and Exchanges.

     

    (i)        To
permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate Global Securities and Definitive Securities upon
the Company’s order or at the Security Registrar’s request.

     

    (ii)        No
service charge shall be made to a Holder of a beneficial interest in a Global
Security or to a Holder of a Definitive Security for any registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer taxes or similar governmental charges
payable upon exchange or transfer pursuant to this Indenture).

     

    (iii)       The
Security Registrar shall not be required to register the transfer of or exchange
any Security selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.

     

    (iv)       All
Global Securities and Definitive Securities issued upon any registration of
transfer or exchange of Global Securities or Definitive Securities shall be the
valid and legally binding obligations of the Company, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Global Securities
or Definitive Securities surrendered upon such registration of transfer or
exchange.

     

    (v)        The
Company shall not be required (A) to issue, to register the transfer of or to
exchange any Securities during a period beginning at the opening of business 15
days before the day of any selection of Securities for redemption under Section
1102 and ending at the close of business on the day of selection, (B) to
register the transfer of or to exchange any Security so selected for redemption
in whole or in part, except the unredeemed portion of any Security being
redeemed in part or (C) to register the transfer of or to exchange a Security
tendered and not withdrawn in connection with a Change in Control.

     

     

     

    
 

    
      
         


      

      
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    (vi)       Prior
to due presentment for the registration of a transfer of any Security, the
Trustee, any agent and the Company may deem and treat the Person in whose name
any Security is registered as the absolute owner of such Security for the
purpose of receiving payment of principal of and interest on such Securities and
for all other purposes, and none of the Trustee, any Agent or the Company shall
be affected by notice to the contrary.

     

    (vii)      The
Trustee shall authenticate Global Securities and Definitive Securities in
accordance with the provisions of Section 303.

     

    (viii)     All
certifications, certificates and Opinions of Counsel required to be submitted to
the Security Registrar pursuant to this Section 306, to effect a registration of
transfer or exchange may be submitted by facsimile.

     

    
      	
              Section
      307.

            	
              Registration.

            


    

     

    The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office and in any other office or
agency of the Company in a Place of Payment being herein sometimes collectively
referred to as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and transfers of Securities.  The Trustee is hereby
appointed “Security Registrar” for the purpose of registering Securities and
transfers of Securities as herein provided; the Company or any Affiliate may not
act as Security Registrar under any circumstances.

     

    
      	
              Section
      308.

            	
              Mutilated, Destroyed,
      Lost and Stolen Securities.

            


    

     

    If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver or make available for delivery in
exchange therefor a new Security of the same Tranche of like tenor and principal
amount and bearing a number not contemporaneously Outstanding.

     

    If there
shall be delivered to the Company and the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the Company
or the Trustee that such Security has been acquired by a bona fide purchaser,
the Company shall execute and the Trustee shall authenticate and deliver, in
lieu of any such destroyed, lost or stolen Security, a new Security of the same
Tranche of like tenor and principal amount and bearing a number not
contemporaneously Outstanding.

     

    In case
any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a
new Security, pay such Security.

     

    Upon the
issuance of any new Security under this Section, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith.

     

    Every new
Security issued pursuant to this Section in lieu of any destroyed, lost or
stolen Security shall constitute an original additional contractual obligation
of the Company, whether or not the destroyed, lost or stolen Security shall be
at any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities
duly issued hereunder. The
provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities.

     

     

     

    
 

    
      
         


      

      
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              Section
      309.

            	
              Replacement
      Securities.

            


    

     

    (a)    
   If any mutilated Security is surrendered to the Trustee or the
Company or the Trustee receives evidence to its satisfaction of the destruction,
loss or theft of any Security, the Company shall issue and the Trustee, upon
receipt of an Authentication Order, shall authenticate a replacement Security if
the Trustee’s and the Company’s requirements are met.  If required by
the Trustee or the Company, an indemnity bond must be supplied by the Holder
that is sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, any agent and any Authenticating Agent from any loss that
any of them  may suffer if a Security is replaced.  The
Company may charge for its expenses in replacing a Security.

     

    (b)      Every
replacement Security is an additional obligation of the Company and shall be
entitled to all the benefits of this Indenture equally and proportionately with
all other Securities duly issued hereunder.

     

    
      	
              Section
      310.

            	
              Reserved.

            


    

     

    
      	
              Section
      311.

            	
              Cancellation.

            


    

     

    The
Company at any time may deliver Securities to the Trustee for
cancellation.  The Security Registrar and Paying Agent shall forward
to the Trustee any Securities surrendered to them for registration of transfer,
exchange or payment.  The Trustee and no one else shall cancel all
Securities surrendered for registration of transfer, exchange, payment,
replacement or cancellation and shall dispose of cancelled Securities in
accordance with its procedures for the disposition of cancelled securities in
effect as of the date of such disposition (subject to the record retention
requirement of the Exchange Act).  Certification of the disposition of
all cancelled Securities shall be delivered to the Company unless the Company
shall direct the Trustee in writing to return the cancelled Securities to
it.  The Trustee shall provide the Company a list of all Securities
that have been cancelled from time to time as requested by the
Company.  The Company may not issue new Securities to replace
Securities that it has paid or that have been delivered to the Trustee for
cancellation.

     

    
      	
              Section
      312.

            	
              Reserved.

            


    

     

    
      	
              Section
      313.

            	
              Payment of Interest;
      Interest Rights Preserved.

            


    

     

    Interest
on any Security which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest at the office or agency
maintained for such purpose pursuant to Section 1003; provided, however,
that at the option of the Company, interest may be paid (i) by check mailed to
the address of the Person entitled thereto as it shall appear on the Security
Register or (ii) 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.

     

    Any
interest on any Security which is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the Holder on the relevant Regular Record
Date by virtue of having been such Holder, and such Defaulted Interest may be
paid by the Company, at its election in each case, as provided in Clause (1) or
(2) below:

     

     

     

     

    
      
        
        

      

      
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    (1)        The
Company may elect to make payment of any Defaulted Interest at the Default Rate
to the Persons in whose names the Securities (or their respective Predecessor
Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner.  The Company shall notify the Trustee in writing of the amount
of Defaulted Interest proposed to be paid on each Security and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this Clause provided.  Thereupon the
Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 days prior to
the date of the proposed payment and not less than 10 days after the receipt by
the Trustee of the notice of the proposed payment.  The Trustee shall
promptly notify the Company of such Special Record Date and, in the name and at
the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of Securities at his address as it
appears in the Security Register, not less than 10 days prior to such Special
Record Date.  Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Securities
(or their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to
the following Clause (2).

     

    (2)        The
Company may make payment of any Defaulted Interest at the Default Rate on the
Securities in any other lawful manner not inconsistent with the requirements of
any securities exchange on which such Securities may be listed, and upon such
notice as may be required by such exchange, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this Clause, such
manner of payment shall be deemed practicable by the Trustee.

     

    Subject
to the foregoing provisions of this Section, each Security delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any
other Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.

     

    
      	
              Section
      314.

            	
              Persons Deemed
      Owners.

            


    

     

    Prior to
due presentment of a Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name such Security is registered as the owner of such Security for the
purpose of receiving payment of principal of and any premium and (subject to
Section 313) any interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

     

    
      	
              Section
      315.

            	
              Computation of
      Interest.

            


    

     

    Interest
on each of the Securities shall be computed on the basis set forth on the face
thereof.

     

     

     

    
 

    
      
         


      

      
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              Section
      316.    

            	
              CUSIP
      Numbers.

            


    

     

    The
Company in issuing the Securities may use “CUSIP” numbers (if then generally in
use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption
as a convenience to Holders; provided, that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such CUSIP numbers.  The Company will promptly notify the
Trustee of any change in the CUSIP numbers.


    
      
         


      

      
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    ARTICLE
FOUR

    Satisfaction
and Discharge

     

    
      	
              Section
      401.

            	
              Satisfaction and
      Discharge of Indenture.

            


    

     

    This
Indenture shall cease to be of further effect with respect to Securities (except
as to any surviving rights of registration of transfer, exchange or replacement
of such Securities herein expressly provided for herein), and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to such Securities,
when

     

    (1)
either

     

    (A)     
all such Securities theretofore authenticated and delivered other than (i) such
Securities which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 311 and (ii) such Securities for
whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 1004 have been delivered to the
Trustee for cancellation; or

     

    (B)     
all such Securities not theretofore delivered to the Trustee for cancellation
(i) have become due and payable, or (ii) will become due and payable within one
year, or (iii) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company, and the Company,
in the case of (B)(i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose an amount in
dollars sufficient to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal and any premium and interest to the date of such deposit (in the case
of Securities which have become due and payable) or to the Stated Maturity or
Redemption Date, as the case may be;

     

    (2)     
the Company has paid or caused to be paid all other sums payable hereunder by
the Company; and

     

    (3)    
 the Company has delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture with respect to
such Securities have been complied with.

     

    Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 607 and to any Authenticating Agent under
Section 615 and, if money shall have been deposited with the Trustee
pursuant to subclause (B) of Clause (1) of this Section, the obligations of the
Trustee under Section 402, Article Six and the last paragraph of
Section 1004 shall survive.

     

    
      	
              Section
      402.

            	
              Application of Trust
      Money.

            


    

     

    All money
and U.S. Governmental Obligations deposited with the Trustee pursuant to
Section 401 (or into which such money and U.S. Governmental Obligations are
reinvested) shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for
payment of which such money has been deposited with the Trustee; but such money
and U.S. Governmental Obligations need not be segregated from other funds except
to the extent required by law.

     

     

     

    
 

    
      
         


      

      
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    ARTICLE
FIVE

    Remedies

     

    
      	
              Section
      501.

            	
              Events of
      Default.

            


    

     

    “Event of
Default”, wherever used herein with respect to the Securities, means any one of
the following events (whatever the reason for such Event of Default and whether
it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body, unless it has been
modified in an indenture supplemental hereto):

     

    (1)      
 Default for five Business Days in the payment when due of interest on the
Securities; or

     

    (2)       
Default in the payment when due (at Maturity, on a Redemption Date or otherwise)
of the principal of, or premium, if any, on the Securities; or

     

    (3)    
   Default in the performance, or breach, of any covenant or warranty
of the Company in Article Ten hereof; or

     

    (4)      
Default in the performance of or compliance with any term contained herein by
the Company or a Subsidiary Guarantor other than those referred to in clauses
(1)-(3) of this Section or in the Securities or the Subsidiary Guarantee and
such Default is not remedied within 30 days after the earlier of (i) an Officer
of the Company obtaining actual knowledge of such default and (ii) the Company
receiving written notice of such Default from any Holder of a Security, which
notice shall refer specifically to this clause; or

     

    (5)      
at or after the Covenant Effective Time, (i) the Company or any Subsidiaries is
in Default (as principal or as guarantor or other surety) in the payment of any
principal of or premium or make-whole amount or interest on any debt that is
outstanding in an aggregate principal amount of at least $35,000,000 beyond any
period of grace provided with respect thereto (a “Monetary Default”), or (ii)
the Company or any of its subsidiaries is in Default in the performance of or
compliance with any term of any evidence of any Debt in an aggregate outstanding
principal amount of at least $35,000,000 or of any mortgage, indenture or other
agreement relating thereto or any other condition exists, and as a consequence
of such Default or condition such Debt could (including with the giving of
notice or passage of time) or has become, or has been declared, due and payable
before its Stated Maturity or before its regularly scheduled dates of payment,
or (iii) as a consequence of the occurrence or continuation of any event or
condition (other than the passage of time or the right of the holder of Debt to
convert such Debt into equity interests), (x) the Company or any Subsidiary has
become obligated to purchase or repay Debt before its regular maturity or before
its regularly scheduled dates of payment in an aggregate outstanding principal
amount of at least $35,000,000, or (y) as a result of a Monetary Default, one or
more persons have the right to require the Company or any Subsidiaries so to
purchase or repay such Debt; or

     

    (6)    
   at or after the Covenant Effective Time, a final judgment or
judgments for the payment of money aggregating in excess of $35,000,000
(excluding any such judgments to the extent a solvent insurer has acknowledged
liability therefor in writing) are rendered against one or more of the Company
and its Subsidiaries and which judgments are not, within 45 days after entry
thereof, bonded, discharged or stayed pending appeal, or are not discharged
within 45 days after the expiration of such stay; or

     

    (7)       
at or after the Covenant Effective Time, if (i) any Plan shall fail to
satisfy the minimum funding standards of ERISA or the Code for any plan year or
part thereof or a waiver of such standards or extension of any amortization
period is sought or granted under section 412 of the Code, (ii) a
notice of intent to terminate any Plan shall have been or is reasonably expected
to be filed with the PBGC or the PBGC shall have instituted proceedings under
ERISA section 4042 to terminate or appoint a trustee to administer any Plan
or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan
may become a subject of any such proceedings, (iii) the aggregate “amount
of unfunded benefit liabilities” (within the meaning of section 4001(a)(18)
of ERISA) under all Plans, determined in accordance with Title IV of ERISA,
shall exceed $10,000,000, (iv) the Company or any ERISA Affiliate shall
have incurred or is reasonably expected to incur any liability pursuant to Title
I or IV of ERISA or the penalty or excise tax provisions of the Code relating to
employee benefit plans, (v) the Company or any ERISA Affiliate withdraws
from any Multiemployer Plan, or (vi) the Company or any Subsidiary
establishes or amends any employee welfare benefit plan that provides
post-employment welfare benefits in a manner that would increase the liability
of the Company or any Subsidiary thereunder; and any such event or events
described in clauses (i) through (vi) above, either individually or together
with any other such event or events, could reasonably be expected to have a
Material Adverse Effect; or

     

     

     

    
 

    
      
         


      

      
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    (8)        at
or after the Covenant Effective Time, any of the Indenture, the Securities or
the Subsidiary Guarantees shall cease to be in full force and effect for any
reason whatsoever (except for releases of Subsidiary Guarantees pursuant to and
in accordance with the provisions of this Indenture), including, without
limitation, a determination by any governmental authority or court that any of
the Indenture, the Securities or the Subsidiary Guarantees is invalid, void or
unenforceable in any Material respect or any party thereto shall contest or deny
the validity or enforceability of any of its obligations under any of the
Indenture, the Securities or the Subsidiary Guarantees; or

     

    (9)      
 the entry by a court having jurisdiction in the premises of (A) a decree
or order for relief in respect of the Company or any Subsidiary in an
involuntary case or proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization or other similar law or (B) a decree or order
adjudging the Company or any Subsidiary a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company or any Subsidiary under any
applicable federal or state law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the
Company or any Subsidiary or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 60 consecutive days; or

     

    (10)    
the commencement by the Company or any Subsidiary of a voluntary case or
proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or the consent by it to the entry of a
decree or order for relief in respect of the Company or any Subsidiary in an
involuntary case or proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding against it, or the filing by it of a
petition or answer or consent seeking reorganization or relief under any
applicable federal or state law, or the consent by it to the filing of such
petition or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the
Company or any Subsidiary or of any substantial part of its property, or the
making by it of an assignment for the benefit of creditors, or the admission by
it in writing of its inability to pay its debts generally as they become due, or
the taking of corporate action by the Company in furtherance of any such
action.

     

    
      	
              Section
      502.

            	
              Acceleration of
      Maturity; Rescission and
Annulment.

            


    

     

    If an
Event of Default (other than an Event of Default described in clause 1, 2, 9 or
10 of Section 501 with respect to the Company) with respect to the
Securities at the time Outstanding occurs and is continuing, then in every such
case the Trustee or the Holders of not less than 51% in aggregate principal
amount of the Outstanding Securities may declare the principal amount of all of
the Securities to be due
and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such principal
amount shall become immediately due and payable.

       

       

       

      

        
          
             


          

          
            47

            
              

            

          

          
             


          

        

      

       

       

       

       

       

    

    If the
Securities are accelerated in connection with an Event of Default occurring by
reason of any action or inaction taken or not taken by or on behalf of the
Company, an additional premium will become immediately due and payable with
respect to the Securities, to the extent permitted by law, in the amount of the
premium that would have been paid had the Securities been optionally redeemed by
the Company at that time.

     

    At any
time after such a declaration of acceleration with respect to Securities has
been made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article provided, the Holders of
a majority in principal amount of the Outstanding Securities, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its
consequences (except in respect of a covenant or provision in the Indenture that
cannot be modified or amended without the consent of the Holder of each
Outstanding Security affected pursuant to Section 902 hereof) if

     

    (1)       
the Company has paid or deposited with the Trustee a sum sufficient to pay (A)
all overdue interest on all Securities, (B) the principal of (and premium, if
any, on) any Securities which have become due otherwise than by such declaration
of acceleration and any interest thereon at the rate or rates prescribed
therefor in such Securities, (C) to the extent that payment of such interest is
lawful, interest upon overdue interest at the rate or rates prescribed therefor
in such Securities, and (D) all sums paid or advanced by the Trustee hereunder
and the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel; and

     

    (2)      
all Events of Default with respect to the Securities, other than the non-payment
of the principal of Securities which have become due solely by such declaration
of acceleration, have been cured or waived as provided in
Section 513.

     

    No such
rescission shall affect any subsequent Default or impair any right consequent
thereon.

     

    If an
Event of Default described in clause 1 or 2 of Section 501 occurs, any
beneficial holder or holders of Outstanding Securities affected by such Event of
Default may at any time, at its or their option, declare all Securities held by
it or them to be immediately due and payable.

     

    If an
Event of Default described in clause 9 or 10 of Section 501 occurs, the
Outstanding Securities shall ipso facto become immediately
due and payable without need of any declaration or other act on the part of the
Trustee or any Holder.

     

    
      	
              Section
      503.

            	
              Collection of
      Indebtedness and Suits for Enforcement by
  Trustee.

            


    

     

    The
Company covenants that if

     

    (1)       
Default is made for five Business Days in the payment when due of interest on
the Securities, or

     

    (2)      
Default is made in the payment when due (at Maturity, on a Redemption Date or
otherwise) of the principal of, or premium, if any, on the
Securities,

     

    the
Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such  Securities, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

     

     

     

     

    
      
         


      

      
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    If the
Company fails to pay such amounts forthwith upon such demand, the Trustee, in
its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, and may prosecute
such proceeding to judgment or final decree, and may enforce the same against
the Company or any other obligor upon such Securities and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon such Securities, wherever
situated.

     

    If an
Event of Default occurs and is continuing, the Trustee may in its discretion
proceed to protect and enforce its rights and the rights of the Holders of
Securities by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper
remedy.

     

    
      	
              Section
      504.

            	
               Trustee May File
      Proofs of Claim.

            


    

     

    In case
of any judicial proceeding relative to the Company (or any other obligor upon
the Securities), its property or its creditors, the Trustee shall be entitled
and empowered, by intervention in such proceeding or otherwise, to take any and
all actions authorized under the Trust Indenture Act, in order to have claims of
the Holders and the Trustee allowed in any such proceeding.  In
particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments directly to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under
Section 607.

     

    No
provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and may be a member of a creditors’ or
other similar committee.

     

    
      	
              Section
      505.

            	
               Trustee May Enforce
      Claims Without Possession of
Securities.

            


    

     

    All
rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

     

    
      	
              Section
      506.

            	
              Application of Money
      Collected.

            


    

     

    Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or any premium or interest,
upon presentation of the Securities and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

     

     

     

     

    
      
         


      

      
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    FIRST: To
the payment of all amounts due the Trustee under Section 607;

     

    SECOND:
To the payment of the amounts then due and unpaid for principal of and any
premium and interest on the Securities in respect of which or for the benefit of
which such money has been collected, ratably, without preference or priority of
any kind, according to the amounts due and payable on such Securities for
principal and any premium and interest, respectively; and

     

    THIRD:
The balance, if any, to the Company.

     

    
      	
              Section
      507.

            	
              Limitation on
      Suits.

            


    

     

    No Holder
of any Security shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless

     

    (1)       
such Holder has previously given written notice to the Trustee of a continuing
Event of Default with respect to the Securities;

     

    (2)      
 the Holders of not less than 25% in principal amount of the Outstanding
Securities shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder;

     

    (3)      
such Holder or Holders have offered to the Trustee indemnity satisfactory to it
against the costs, expenses and liabilities to be incurred in compliance with
such request;

     

    (4)      
 the Trustee for 60 days after its receipt of such notice, request and
offer of indemnity has failed to institute any such proceeding; and

     

    (5)       
no direction inconsistent with such written request has been given to the
Trustee before or during such 60-day period by the Holders of a majority in
principal amount of the Outstanding Securities;

     

    it being
understood and intended that no one or more of such Holders shall have any right
in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other Holders, or to
obtain or to seek to obtain priority or preference over any other Holders or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal and ratable benefit of all Holders.

     

    
      	
              Section
      508.

            	
              Unconditional Right of
      Holders to Receive Principal, Premium and
  Interest.

            


    

     

    Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal
of and any premium and (subject to Section 313) any interest on such
Security on the Stated Maturity or Maturities expressed in such Security (or, in
the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.

     

    
      	
              Section
      509.

            	
               Restoration of Rights
      and Remedies.

            


    

     

    If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders shall be restored severally
and respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

     

     

     

     

    
      
        
           


        

        
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              Section
      510.

            	
              Rights and Remedies
      Cumulative.

            


    

     

    Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 308
and as otherwise provided in Section 507, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     

    
      	
              Section
      511.

            	
              Delay or Omission Not
      Waiver.

            


    

     

    No delay
or omission of the Trustee or of any Holder of any Securities to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein.  Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

     

    
      	
              Section
      512.

            	
              Control by
      Holders.

            


    

     

    The
Holders of a majority in principal amount of the Outstanding Securities shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available (other than acceleration pursuant to Section 502) to
the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities, provided that

     

    (1) such
direction shall not be in conflict with any rule of law or with this
Indenture,

     

    (2) the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction, and

     

    (3)
subject to the provisions of Section 601, the Trustee shall have the right
to decline to follow any such direction if the Trustee in good faith shall, by a
Responsible Officer or Officers of the Trustee, determine that the proceeding so
directed would involve the Trustee in personal liability.

     

    
      	
              Section
      513.

            	
               Waiver of Past
      Defaults.

            


    

     

    The
Holders of not less than a majority in principal amount of the Outstanding
Securities may on behalf of the Holders of all the Securities waive any past
Default hereunder and its consequences, except a Default

     

    (1) in
the payment of the principal of or any premium or interest on any Security,
or

     

    (2) in
respect of a covenant or provision hereof which under Article Nine cannot be
modified or amended without the consent of the Holder of each Outstanding
Security affected.

     

    Upon any
such waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

     

     

     

     

    
      
         


      

      
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              Section
      514.  

            	
              Undertaking for
      Costs.

            


    

     

    In any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, a court may require any party litigant in such suit to file an
undertaking to pay the costs of such suit, and may assess costs, including
counsel fees and expenses, against any such party litigant, in the manner and to
the extent provided in the Trust Indenture Act; provided, that neither this
Section nor the Trust Indenture Act shall be deemed to authorize any court
to require such an undertaking or to make such an assessment in any suit
instituted by the Company, the Trustee or the Holders of 10% in aggregate
principal amount of the Outstanding Securities.

     

    
      	
              Section
      515.

            	
               Waiver of Stay or
      Extension Laws.

            


    

     

    The
Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

     

    ARTICLE
SIX

    The
Trustee

     

    
      	
              Section
      601.

            	
              Certain Duties and
      Responsibilities.

            


    

     

    The
duties and responsibilities of the Trustee shall be as provided by the Trust
Indenture Act.  Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.

     

    Whether
or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section.

     

    
      	
              Section
      602.

            	
               Notice of
      Defaults.

            


    

     

    If a
Default occurs hereunder with respect to the Securities, the Trustee shall,
within 90 days, give the Holders of Securities notice of such Default as and to
the extent provided by the Trust Indenture Act, in effect regardless of whether
the Securities are subject to the Trust Indenture Act; provided, however, that,
except in the case of any continuing Default or Event of Default relating to the
payment of the principal of (or premium, if any) or interest on any Security,
the Trustee shall be protected in withholding such notice if and so long as the
Board of Directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders; and provided,
further, that in the case of any Default of the character specified in
Section 501(4) no such notice to Holders shall be given until at least 30
days after the occurrence thereof.

     

    
      	
              Section
      603.

            	
               Certain Rights of
      Trustee.

            


    

     

    Subject
to the provisions of Section 601:

     

     

     

    
 

    
      
         


      

      
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    (a) the
Trustee may conclusively rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document (whether in its original or
facsimile form) believed by it to be genuine and to have been signed or
presented by the proper party or parties;

     

    (b) any
request or direction of the Company mentioned herein shall be sufficiently
evidenced by a Company Request or Company Order and any resolution of the Board
of Directors may be sufficiently evidenced by a Board Resolution;

     

    (c)
whenever in the administration of this Indenture the Trustee shall deem it
desirable that a matter be proved or established prior to taking, suffering or
omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely upon
an Officers’ Certificate;

     

    (d) the
Trustee may consult with counsel of its selection and the advice of such counsel
or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;

     

    (e) the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders
pursuant to this Indenture, unless such Holders shall have offered to the
Trustee security or indemnity satisfactory to it against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;

     

    (f) the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, but the Trustee, in its
discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or
attorney;

     

    (g) the
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee
shall not be responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereunder;

     

    (h) the
Trustee shall not be liable for any action taken, suffered, or omitted to be
taken by it in good faith and reasonably believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this
Indenture;

     

    (i)   the
Trustee shall not be deemed to have notice of any Default or Event of Default
unless a Responsible Officer of the Trustee has actual knowledge thereof or
unless written notice of any event which is in fact such a Default is received
by the Trustee at the Corporate Trust Office of the Trustee, and such notice
references the Securities and this Indenture;

     

    (j) the
rights privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Trustee in each of its capacities hereunder, and
each agent, custodian and other Person employed to act hereunder;
and

     

    (k) the
Trustee may request that the Company deliver an Officers’ Certificate setting
forth the names of individuals and/or titles of officers authorized at such time
to take specified actions pursuant to this Indenture, which Officers’
Certificate may be signed by any person authorized to sign an Officers’
Certificate, including any person specified as so authorized in any such
certificate previously delivered and not superseded.

     

     

     

    
 

    
      
         


      

      
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                Section604.

              	
                Not Responsible for Recitals or
      Issuance of
Securities.

              


      

    

     

    The
recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness.  The Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the
Securities.  Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

     

    
      	
              Section
      605.

            	
              May Hold Securities
      and Serve as Trustee Under Other
  Indentures.

            


    

     

    The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or
any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and, subject to Sections 608 and 613,
may otherwise deal with the Company with the same rights it would have if it
were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other agent.

     

    Subject
to the provisions of Section 608, the Trustee may become and act as trustee
under other indentures under which other securities, or certificates of interest
or participation in other securities, of the Company are outstanding in the same
manner as if it were not Trustee.

     

    
      	
              Section
      606.

            	
               Money Held in
      Trust.

            


    

     

    Money
held by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law.  The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed in writing with the Company.

     

    
      	
              Section
      607.

            	
              Compensation and
      Reimbursement.

            


    

     

    The
Company agrees:

     

    (a) to
pay to the Trustee from time to time such compensation as shall be agreed in
writing between the Company and the Trustee for all services rendered by it
hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust);

     

    (b)
except as otherwise expressly provided herein, to reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to its negligence, willful misconduct or bad faith;
and

     

    (c) to
indemnify each of the Trustee, or any predecessor Trustee, for, and to hold it
harmless against, any and all loss, liability, damage, claim or expense incurred
without negligence or willful misconduct on its part, arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder.

     

    The
Trustee shall have a lien prior to the Securities upon all property and funds
held by it hereunder for any amount owing it or any predecessor Trustee pursuant
to this Section 607, except with respect to funds held in trust for the
benefit of the Holders of particular Securities.

     

     

     

     

    
      
         


      

      
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    Without
limiting any rights available to the Trustee under applicable law, when the
Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 501(9) or Section 501(10), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.

     

    The
provisions of this Section shall survive the satisfaction and discharge of
this Indenture and the resignation or removal of the Trustee.

     

    
      	
              Section
      608.

            	
              Disqualification;
      Conflicting Interests.

            


    

     

    The
Trustee shall comply with the terms of Section 310(b) of the Trust
Indenture Act.

     

    
      	
              Section
      609.

            	
               Corporate Trustee
      Required; Eligibility.

            


    

     

    There
shall at all times be a Trustee hereunder which shall be a Person that is
eligible pursuant to the Trust Indenture Act, to act as such and has a combined
capital and surplus of at least $50,000,000.  If such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of any federal or state supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such Person shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.  If at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article.

     

    
      	
              Section
      610.

            	
              Resignation and
      Removal; Appointment of
Successor.

            


    

     

    (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 611.

     

    (b) The
Trustee may resign at any time by giving written notice thereof to the
Company.  If the instrument of acceptance by a successor Trustee
required by Section 611 shall not have been delivered to the Trustee within
30 days after the giving of such notice of resignation, the resigning Trustee
may petition, at the expense of the Company, any court of competent jurisdiction
for the appointment of a successor Trustee.

     

    (c) The
Trustee may be removed at any time (i) by Act of the Holders of a majority in
principal amount of the Outstanding Securities, delivered to the Trustee and to
the Company or (ii) if there shall not have occurred and be continuing an Event
of Default, by written notice from the Company to the Trustee.  If the
instrument of acceptance by a successor Trustee required by Section 611
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of removal, the Trustee being removed may petition, at the expense
of the Company, any court of competent jurisdiction for the appointment of a
successor Trustee.

     

    (d) If at
any time:

     

    (1)    the
Trustee shall fail to comply with Section 608 after written request
therefor by the Company or by any Holder who has been a bona fide Holder of a
Security for at least six months, or

     

    (2)    the
Trustee shall cease to be eligible under Section 609 and shall fail to
resign after written request therefor by the Company or by any such Holder,
or

     

     

     

     

    
      
         


      

      
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    (3)   
the Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or
any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation,

     

    then, in
any such case, (i) the Company by or pursuant to a Board Resolution may remove
the Trustee and appoint a successor Trustee with respect to all Securities, or
(ii) subject to Section 514, any Holder who has been a bona fide Holder of
a Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.

     

    (e) If
the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any cause, the Company, by or
pursuant to a Board Resolution, shall promptly appoint a successor Trustee or
Trustees and shall comply with the applicable requirements of
Section 611.  If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of Section 611,
become the successor Trustee and to that extent supersede the successor Trustee
appointed by the Company.  If no successor Trustee shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
required by Section 611, any Holder who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.

     

    (f) The
Company shall give notice of each resignation and each removal of the Trustee
and each appointment of a successor Trustee to all Holders of Securities in the
manner provided in Section 106.  Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust
Office.

     

    
      	
              Section
      611.

            	
               Acceptance of
      Appointment by Successor.

            


    

     

    (a) In
case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee so appointed shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

     

    (b) Upon
request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts referred to in paragraph
(a) of this Section, as the case may be.

     

    (c) No
successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under this
Article.

     

    
      	
              Section
      612.

            	
               Merger, Conversion,
      Consolidation or Succession to
Business.

            


    

     

    Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.  In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such
Securities.

     

     

     

     

    
      
         


      

      
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              Section
      613.

            	
              Preferential
      Collection of Claims Against
Company.

            


    

     

    If and
when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the Company
(or any such other obligor).

     

    
      	
              Section
      614.

            	
              Appointment of
      Authenticating Agent.

            


    

     

    The
Trustee may appoint an Authenticating Agent or Agents with respect to the
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities issued upon original issue and upon exchange,
registration of transfer or partial redemption thereof or pursuant to
Section 306, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee hereunder.  Wherever reference is made
in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee’s certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent.  Each Authenticating Agent
shall be acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States of America, any
State thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by federal or state
authority.  If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published.  If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.

     

    Any
corporation into which an Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party,
or any corporation succeeding to all or substantially all the corporate agency
or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

     

    An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and to the Company.  The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company.  Upon receiving such a notice
of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities as their names and addresses appear in the Security
Register.  Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent.  No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this section.

     

     

     

    
 

    
      
         


      

      
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    The
Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section.  If an appointment
is made pursuant to this Section, the Securities may have endorsed thereon, in
addition to or in lieu of the Trustee’s certificate of authentication, an
alternative certificate of authentication in the following form:

     

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

     

    


     

    
      	
              Dated:

            	
              ________________________

            
	 	 
	 	 
	Deutsche
      Bank Trust Company Americas, as Trustee


    

    


     

    
      	
              By:

            	 ________________________
      
	
               

            	As
      Authenticating Agent
	
              By:

            	_________________________
	 
      	
              Authorized
      Signatory

            


    

     

    
      ARTICLE
SEVEN

    

    
      Holders’
Lists and Reports by Trustee and Company

    

     

    
      	
              Section
      701.

            	
               Company to Furnish
      Trustee Names and Addresses of
Holders.

            


    

     

    The
Company will furnish or cause to be furnished to the Trustee (a) semi-annually,
15 days after the Regular Record Date for interest for the Securities, a list,
in such form as the Trustee may reasonably require, of the names and addresses
of the Holders of Securities as of such Regular Record Date and (b) at such
other times as the Trustee may request in writing, within 30 days after the
receipt by the Company of any such request, a list in similar form and content
as of a date not more than 15 days prior to the time such list is furnished;
excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

     

    
      	
              Section
      702.

            	
               Preservation of
      Information; Communications to
Holders.

            


    

     

    (a) The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 701 and the names and addresses of
Holders received by the Trustee in its capacity as Security
Registrar.  The Trustee may destroy any list furnished to it as
provided in Section 701 upon receipt of a new list so
furnished.

     

    (b) The
rights of the Holders to communicate with other Holders with respect to their
rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.

     

    (c) Every
Holder of Securities, by receiving and holding the same, agrees with the Company
and the Trustee that neither the Company nor the Trustee nor any agent of either
of them shall be held accountable by reason of any disclosure of information as
to names and addresses of Holders made pursuant to the Trust Indenture Act, in
effect regardless of whether the Securities are subject to the Trust Indenture
Act.

     

     

     

    
 

    
      
         


      

      
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              Section
      703.   

            	
              Reports by
    Trustee

            


    

     

    (a)         The
Trustee shall transmit to Holders of the Securities such brief report as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto.  If required by Section 313(a) of the Trust
Indenture Act, the Trustee shall, within sixty days after each May 15 following
the date of the first issuance of Securities hereunder deliver to Holders a
brief report, dated as of such May 15, which complies with the provisions of
such Section 313(a) (but if no event described in Trust Indenture Act Section
313 (a) has occurred within the twelve months preceding the report date, no
report need to be transmitted).

     

    (b)         A
copy of each such report shall, at the time of such transmission to Holders, be
mailed by the Trustee with each stock exchange, if any, upon which any
Securities are listed, with the Commission and with the Company.  The
Company promptly will notify the Trustee when any Securities are listed on any
stock exchange or delisted therefrom.

     

    
      	
              Section
      704.

            	
              Reports by
      Company.

            


    

     

    (a)         Within
60 days after the end of each quarterly fiscal period in each fiscal year of the
Company (other than the last quarterly fiscal period of each such fiscal year),
the Company shall provide to the Trustee and the Holders a consolidated balance
sheet of the Company and its Subsidiaries as at the end of such quarter, and
consolidated statements of income, changes in shareholders’ equity and cash
flows of the Company and its Subsidiaries for such quarter and (in the case of
the second and third quarters) for the portion of the fiscal year ending with
such quarter, setting forth in each case in comparative form the figures for the
corresponding periods in the previous fiscal year, all in reasonable detail,
prepared in accordance with GAAP applicable to quarterly financial statements
generally, and certified by a senior financial officer as fairly presenting, in
all Material respects, the financial position of the companies being reported on
and their results of operations and cash flows, subject to changes resulting
from year-end adjustments, provided that delivery within the time period
specified above of copies of the Company’s Quarterly Report on Form 10-Q
prepared in compliance with the requirements therefor and filed with the
Securities and Exchange Commission shall be deemed to satisfy the requirements
of this provision.

     

    (b)          Within
105 days after the end of each fiscal year of the Company, the Company shall
provide to the Trustee and the Holders a consolidated balance sheet of the
Company and its Subsidiaries, as at the end of such year, and consolidated
statements of income, changes in shareholders’ equity and cash flows of the
Company and its Subsidiaries, for such year, setting forth in each case in
comparative form the figures for the previous fiscal year, all in reasonable
detail, prepared in accordance with GAAP, and accompanied by (A) an opinion
thereon of independent certified public accountants of recognized national
standing, which opinion shall state that such financial statements present
fairly, in all Material respects, the financial position of the companies being
reported upon and their results of operations and cash flows and have been
prepared in conformity with GAAP, and that the examination of such accountants
in connection with such financial statements has been made in accordance with
generally accepted auditing standards, and that such audit provides a reasonable
basis for such opinion in the circumstances, and (B) a certificate of such
accountants stating that they have reviewed the Indenture and stating further
whether, in making their audit, they have become aware of any condition or event
that then constitutes a Default or an Event of Default, and, if they are aware
that any such condition or event then exists, specifying the nature and period
of the existence thereof (it being understood that such accountants shall not be
liable, directly or indirectly, for any failure to obtain knowledge of any
Default or Event of Default unless such accountants should have obtained
knowledge thereof in making an audit in accordance with generally accepted
auditing standards or did not make such an audit), provided that the delivery
within the time period specified above of the Company’s Annual Report on Form
10-K for such fiscal year (together with the Company’s annual report to
shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange
Act) prepared in accordance with the requirements therefor and filed with
the
Securities and Exchange Commission, together with the accountant’s certificate
described in clause (B) above, shall be deemed to satisfy the requirements
of this provision.

     

     

     

     

    
      
         


      

      
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    (c)          Each
report delivered pursuant to subsections (a) and (b) of this Section 704 shall
be accompanied by an Officer’s Certificate (i) setting forth the information
(including detailed calculations) required in order to establish whether the
Company was in compliance with the requirements of Sections 1013, 1014, 1015,
1016, 1018 and 1019 during the quarterly or annual period covered by the report
then being furnished (including with respect to each such covenant, where
applicable, the calculations of the maximum or minimum amount, ratio or
percentage, as the case may be, permissible under the terms of such covenants,
and the calculation of the amount, ratio or percentage then in existence) and
(ii) containing a statement that such officer has reviewed the relevant terms of
this Indenture and the Securities and has made, or caused to be made, under his
or her supervision, a review of the transactions and conditions of the Company
and its Subsidiaries from the beginning of the quarterly or annual period
covered by the statements then being furnished to the date of the certificate
and that such review shall not have disclosed the existence during such period
of any condition or event that constitutes a Default or an Event of Default or,
if any such condition or event existed or exists, specifying the nature and
period of existence thereof and what action the Company shall have taken or
proposes to take with respect thereto.

     

    (d)         The
Company shall provide to the Trustee and the Holders promptly upon their
becoming available, one copy of (i) each financial statement, report,
notice or proxy statement sent by the Company or any Subsidiary to public
securities holders generally, and (ii) each regular or periodic report,
each registration statement (without exhibits except as expressly requested by
such holder), and each prospectus and all amendments thereto filed by the
Company or any Subsidiary with the Securities and Exchange Commission and of all
press releases and other statements made available generally by the Company or
any Subsidiary to the public concerning developments that are
Material.

     

    (e)         Within
15 days of becoming aware of any Default or Event of Default, the Company is
required to deliver to the Trustee a statement specifying such Default or Event
of Default.

     

    (f)          The
Company will provide all reports and notices set forth in this Section 704 to
any beneficial owners of the Securities who have identified themselves as such
to the Company and the Trustee prior to the date such report or notice is made
and have provided notice information.

     

    


    
      	
              Section
      705.

            	
              Compliance
      Certificate.

            


    

     

    The
Company will furnish to the Trustee on or before May 1 in each year (beginning
the first May 1 after the date of original issuance of Securities hereunder) a
brief certificate (which need not comply with Section 102) from the
principal executive, financial or accounting officer of the Company stating that
in the course of the performance by the signer of his or her duties as an
officer of the Company he or she would normally have knowledge of any Default or
non-compliance by the Company in the performance of any covenants or conditions
contained in this Indenture, stating whether or not he or she has knowledge of
any such Default or non-compliance and, if so, specifying each such Default or
non-compliance of which the signer has knowledge and the nature
thereof.  For purposes of this Section, non-compliance or Default
shall be determined without regard to any grace period or requirement of notice
provided pursuant to the terms of this Indenture.

     

     

     

    
 

    
      
         


      

      
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    ARTICLE
EIGHT

    Consolidation,
Merger, Conveyance, Transfer or Lease

     

    
      	
              Section
      801.

            	
              Company May
      Consolidate, Etc., Only on Certain
Terms.

            


    

     

    The
Company will not, and will not permit any of its Subsidiaries to, merge or
consolidate with or into any other Person or convey, Transfer or lease all or
substantially all of its assets in a single transaction or series of
transactions to any Person except:

    


    (1)          any
Subsidiary may merge or consolidate with or into the Company or convey all or
substantially all of its assets to the Company, provided that the Company is the
continuing or surviving corporation and immediately prior to, and immediately
after giving effect to, such transaction, no Default or Event of Default would
exist;

    


    (2)         any
Subsidiary may merge or consolidate with or into another Subsidiary or convey
all or substantially all of its assets to such other Subsidiary, provided that
immediately prior to, and immediately after giving effect to, such transaction,
no Default or Event of Default would exist;

    


    (3)         any
Subsidiary (i) may merge or consolidate with or into any other corporation,
provided that such Subsidiary is the surviving corporation and immediately prior
to, and immediately after giving effect to such transaction, no Default or Event
of Default would exist or (ii) may sell all or substantially all of its
assets to any other Person or merge with or into such other Person such that the
survivor is not a Subsidiary if, as the case may be, such sale or merger would
be permitted under Section 1016 hereof and, in either case, immediately
prior to, and immediately after giving effect to such transaction, no Default or
Event of Default would exist;

    


    (4)          the
Company may merge or consolidate with any other Person if (i) the Company is the
surviving entity, (ii) such entity is a solvent corporation organized and
existing under the laws of the United States of America or any State thereof or
the District of Columbia and (iii) immediately after giving effect to such
transaction, no Default or Event of Default would exist; and

    


    (5)          the
Company may merge or consolidate with or into any other Person, or sell all or
substantially all of its assets (in a single transaction or series of
transactions) if

    


    (i)           the
surviving or acquiring entity (the “Successor Corporation”) is a solvent
corporation or, prior to the Covenant Effective Time, a limited liability
company organized and existing under the laws of the United States of America,
any State thereof or the District of Columbia;

    


    (ii)           the
Successor Corporation, if not the Company, shall have executed and delivered to
the Trustee its assumption of the due and punctual performance and observance of
the obligations of the Company under this Indenture and the Securities,
including, without limitation, all covenants herein and therein contained,
pursuant to documents in form and substance satisfactory to the Trustee, and the
Company shall have caused to be delivered to the Trustee an opinion, in form and
substance satisfactory to the Trustee, of independent counsel reasonably
satisfactory to the Trustee, to the effect that all agreements or instruments
effecting such assumption are enforceable in accordance with their terms and
comply with the terms hereof; and

    


    (iii)          immediately
after giving effect to such transaction, no Default or Event of Default would
exist.

     

     

     

    
 

    
      
         


      

      
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    No such
conveyance, transfer or lease of substantially all of the assets of the Company
shall have the effect of releasing the Company or any Successor Corporation that
shall theretofore have become such in the manner prescribed in this Section from
its liability under this Indenture or the Securities.

    


    
      	
              Section
      802.

            	
              Successor
      Substituted.

            


    

     

    Upon any
consolidation of the Company with, or merger of the Company into, any other
Person or any conveyance, transfer or lease of the properties and assets of the
Company substantially as an entirety in accordance with Section 801, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been
named as the Company herein, and thereafter, as set forth in the final paragraph
of Section 801, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.

     

    
      	
              Section
      803.

            	
               Officers’ Certificate
      and Opinion of Counsel.

            


    

     

    The
Trustee, subject to the provisions of Sections 601 and 603, shall receive an
Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any
such consolidation, merger, conveyance, transfer or lease, and any such
assumption, complies with the provisions of this Article before the Trustee
shall execute any supplemental indenture required pursuant to this
Article.

     

    ARTICLE
NINE

    Supplemental
Indentures

     

    
      	
              Section
      901.

            	
               Supplemental
      Indentures Without Consent of
Holders.

            


    

     

    Without
the consent of any Holders, the Company, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

     

    (1)     
  to evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants of the Company herein and in
the Securities; or

     

    (2)      
 to add to the covenants of the Company for the benefit of the Holders of
Securities or to surrender any right or power herein conferred upon the Company;
or

     

    (3)       
to add any additional Events of Default with respect to the Securities;
or

     

    (4)     
 to add to or change any of the provisions of this Indenture to such extent
as shall be necessary to permit or facilitate the issuance of Securities,
registrable or not registrable as to principal, and with or without interest, or
to permit or facilitate the issuance of Securities in uncertificated form or in
the form of Global Securities; or

     

    (5)       
to add to, change or eliminate any of the provisions of this Indenture in
respect of the Securities, provided that any such addition, change or
elimination (i) shall neither (A) apply to any Security created prior to the
execution of such supplemental indenture and entitled to the benefit of such
provision nor (B) modify the rights of the Holder of any such Security with
respect to such provision or (ii) shall become effective only when there is no
such Security Outstanding; or

     

    (6) to
secure the Securities; or

     

     

     

     

    
      
         


      

      
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    (7)      
to allow Subsidiaries to guarantee the Securities or to release Subsidiaries
from such guarantees to the extent required pursuant to Section 1011;

     

    (8)      
to evidence and provide for the acceptance of appointment hereunder by a
successor Trustee with respect to the Securities and to add to or change any of
the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 611(b); or

     

    (9)        reserved;

     

    (10)      to
cure any ambiguity or to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein; and

     

     (11)     to
make any other change with respect to matters or questions arising under this
Indenture which, in the Opinion of Counsel to the Company, does not materially
adversely affect the interests of the Holders of the Securities affected
thereby.

     

    
      	
              Section
      902.

            	
               Supplemental
      Indentures with Consent of
Holders.

            


    

     

    With the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities affected by such supplemental indenture, by Act of said
Holders delivered to the Company and the Trustee, the Company and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby, (i) subject to the provisions of
Article Five, change the amount or time of any prepayment or payment of
principal of, or reduce the rate or change the time of payment or method of
computation of interest or of the premium, if any, on the Securities,
(ii) change the percentage of the principal amount of the Securities the
Holders of which are required to consent to any such amendment or waiver, or
(iii) amend any of Article 11, Section 501(1) or (2), Section 502, this
Section.

     

    With the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities, by Act of said Holders delivered to the Trustee, the
Trustee may enter into, amend, alter or terminate any agreement providing for
the Securities to be equally and ratably secured pursuant to Section 1018;
provided, however, that no such consent of the Holders shall be required (i) to
cure any ambiguity or to correct or supplement any provision of such agreement
which may be defective or inconsistent with any other provision of such
agreement or (ii) to make any other change with respect to matters or questions
arising under such agreement, which in the opinion of the Trustee, does not
materially adversely affect the interests of the Holders of the
Securities.

     

    It shall
not be necessary for any Act of Holders under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.

     

    All
Tranches will vote together as a single series for all purposes under this
Indenture.

     

    Any
consent provided by a beneficial owner (whether through the applicable
registered Holder or otherwise) of Securities that has transferred or
has  agreed  to  transfer  its Securities to the Company or
any Subsidiary or any Affiliate and has provided or has agreed to provide such
written consent as a condition to such transfer shall be void and of no
force or effect except solely as to such beneficial owner, and any
amendments effected or waivers granted or to be effected or granted that
would not have been or would not be so effected
or granted but for such consent (and the consents of all
other beneficial owners of
Securities that were acquired under the same or similar conditions) shall be
void and of no force or effect  except solely as to such beneficial
owner.

     

     

     

    
      
         


      

      
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              Section
      903.

            	
              Execution of
      Supplemental Indentures.

            


    

     

    In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall receive, and (subject to
Section 601) shall be fully protected in relying upon, an Opinion of
Counsel and an Officers’ Certificate, each stating that the execution of such
supplemental indenture is authorized or permitted by this
Indenture.  The Trustee may, but shall not be obligated to, enter into
any such supplemental indenture which affects the Trustee’s own rights, duties
or immunities under this Indenture or otherwise.

     

    
      	
              Section
      904.

            	
              Effect of Supplemental
      Indentures.

            


    

     

    Upon the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith and such supplemental indenture shall form a
part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

     

    
      	
              Section
      905.

            	
               Conformity with Trust
      Indenture Act.

            


    

     

    Unless
the Company shall determine, based on an Opinion of Counsel delivered to the
Trustee, that the same shall not be required, every supplemental indenture
executed pursuant to this Article shall conform to the requirements of the Trust
Indenture Act as then in effect.

     

    
      	
              Section
      906.

            	
              Reference in
      Securities to Supplemental
Indentures.

            


    

     

    Securities
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture.  If the Company shall so determine, new
Securities so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.

     

    ARTICLE
TEN

    Covenants

     

    
      	
              Section
      1001.

            	
              Applicability.

            


    

     

    Neither the covenants set forth in this
Article, other than Section 1002 nor the Events of Default in Article Five,
other than the Events of Default described in Section 501(1) and 501(2), shall
apply to any Securities issued hereunder until the later of (i) the consummation
of the Transactions or (ii) the assumption of the obligations hereunder by
Ralcorp Holdings, Inc.  All of the covenants set forth in this Article
shall be effective as of the Covenant Effective Time.

    


    
      	
              Section
      1002.

            	
              Payment of Principal,
      Premium and Interest.

            


    

     

    The
Company covenants and agrees for the benefit of the Securities that it will duly
and punctually pay the principal of (and premium, if any) and interest on the
Securities represented by the Global Securities by wire transfer of immediately
available funds to the accounts specified by DTC or its nominee and on the
Definitive Securities by wire transfer of immediately available funds to the
accounts specified by the Holders of the Definitive Securities or, if no such
account is specified, by mailing a check to such Holder’s registered
address.  The principal of (and premium, if any) and interest on
Securities shall be considered paid on the date due if the Paying Agents hold in
accordance with this Indenture on that date money, sufficient to pay all
principal (and premium, if any) and interest then due and the Paying Agents are
not prohibited from paying such money to the Holders on such date pursuant to
the terms of this Indenture.

     

     

     

    
 

    
      
         


      

      
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              Section
      1003.

            	
               Maintenance of Office
      or Agency.

            


    

     

    From and
after the Covenant Effective Time, the Company will maintain in each Place of
Payment for the Securities an office or agency where Securities may be presented
or surrendered for payment, where Securities may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served.  The
Trustee is hereby initially appointed Paying Agent, and the Corporate Trust
Office of the Trustee is initially designated as the office or agency for the
foregoing purposes.  The Company will give prompt written notice to
the Trustee of the location, and any change in the location, of such office or
agency.  If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

     

    The
Company may also from time to time designate one or more other offices or
agencies where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in each Place of
Payment for Securities for such purposes.  The Company will give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.

     

    
      	
              Section
      1004.

            	
              Money for Securities
      Payments to Be Held in
Trust.

            


    

     

    Whenever
the Company shall have one or more Paying Agents for the Securities, it will, on
or before each due date of the principal of (and premium, if any) or interest on
the Securities, deposit with a Paying Agent a sum sufficient to pay the
principal (and premium, if any) or interest so becoming due, such sum to be held
in trust for the benefit of the Persons entitled to such principal, premium or
interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

     

    The
Company will cause each Paying Agent for the Securities other than the Trustee
to execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will:

     

    (1) hold
all sums held by it for the payment of the principal of (and premium, if any) or
interest on Securities in trust for the benefit of the Persons entitled thereto
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided;

     

    (2) give
the Trustee notice of any Default by the Company (or any other obligor) in the
making of any payment of principal (and premium, if any) or interest on the
Securities; and

     

    (3) at
any time during the continuance of any such Default, upon the written request of
the Trustee, forthwith pay to the Trustee all sums so held in trust by such
Paying Agent.

     

    The
Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such
money.

     

     

     

     

    
      
         


      

      
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    Any money
deposited with the Trustee or any Paying Agent, or received by the Trustee in
respect of obligations deposited with the Trustee pursuant to Article Thirteen,
or then held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest on any Security and remaining unclaimed for two
years after such principal (and premium, if any) or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof (unless the Company has remitted required moneys or property to
the appropriate governmental authority under any applicable escheat or abandoned
or unclaimed property laws, or has otherwise been discharged under such laws or
laws of similar applicability, in which case such Holder shall look solely to
its remedies (if any) under such laws and not to the Company), and all liability
of the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof shall thereupon cease.

     

    
      	
              Section
      1005.

            	
              Compliance with
      Law.

            


    

     

    From and after the Covenant Effective
Time, the Company will and will cause each of its Subsidiaries to comply with
all laws, ordinances or governmental rules or regulations to which each of them
is subject, including, without limitation, Environmental Laws, and will obtain
and maintain in effect all licenses, certificates, permits, franchises and other
governmental authorizations necessary to the ownership of their respective
properties or to the conduct of their respective businesses, in each case to the
extent necessary to ensure that non-compliance with such laws, ordinances or
governmental rules or regulations or failures to obtain or maintain in effect
such licenses, certificates, permits, franchises and other governmental
authorizations could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

    


    
      	
              Section
      1006.

            	
              Insurance.

            


    

     

    From and after the Covenant Effective
Time, the Company will and will cause each of its Subsidiaries to maintain, with
financially sound and reputable insurers, insurance with respect to their
respective properties and businesses against such casualties and contingencies,
of such types, on such terms and in such amounts (including deductibles,
co-insurance and self-insurance, if adequate reserves are maintained with
respect thereto) as is customary in the case of entities of established
reputations engaged in the same or a similar business and similarly
situated.

    


    
      	
              Section
      1007.

            	
              Maintenance of
      Properties.

            


    

     

    From and after the Covenant Effective
Time, the Company will and will cause each of its Subsidiaries to maintain and
keep, or cause to be maintained and kept, their respective properties in good
repair, working order and condition (other than ordinary wear and tear), so that
the business carried on in connection therewith may be properly conducted at all
times, provided that this Section shall not prevent the Company or any
Subsidiary from discontinuing the operation and the maintenance of any of its
properties if such discontinuance is desirable in the conduct of its business
and the Company has concluded that such discontinuance could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse
Effect.

     

     

     

    
 

    
      
         


      

      
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              Section
      1008. 

            	
              Payment of Taxes and
      Claims.

            


    

     

    From and
after the Covenant Effective Time, the Company will and will cause each of its
Subsidiaries to file all tax returns required to be filed in any jurisdiction
and to pay and discharge all taxes shown to be due and payable on such returns
and all other taxes, assessments, governmental charges, or levies imposed on
them or any of their properties, assets, income or franchises, to the extent
such taxes and assessments have become due and payable and before they have
become delinquent and all claims for which sums have become due and payable that
have or might become a Lien on properties or assets of the Company or any
Subsidiary, provided that neither the Company nor any Subsidiary need pay any
such tax or assessment or claims if (i) the amount, applicability or
validity thereof is contested by the Company or such Subsidiary on a timely
basis in good faith and in appropriate proceedings, and the Company or a
Subsidiary has established adequate reserves therefor in accordance with GAAP on
the books of the Company or such Subsidiary or (ii) the nonpayment of all
such taxes and assessments in the aggregate could not reasonably be expected to
have a Material Adverse Effect.

    


    
      	
              Section
      1009.

            	
              Corporate
      Existence.

            


    

     

    From and
after the Covenant Effective Time, subject to Article Eight, the Company will do
or cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence, rights (charter and statutory) and franchises;
provided, however, that the Company shall not be required to preserve any such
right or franchise if the Company shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the Company.


     

    
      	
              Section
      1010.

            	
              Securities to Rank
      Pari Passu.

            


    

     

    From and
after the Covenant Effective Time, the Securities shall at all times remain
direct obligations of the Company ranking pari passu with all other
Securities from time to time issued and Outstanding hereunder without any
preference among themselves and pari passu with all other
present and future Debt of the Company and the Subsidiary Guarantors which is
not expressed to be subordinate or junior in rank to any other unsecured Debt of
the Company and the Subsidiary Guarantors.

    


    
      	
              Section
      1011.

            	
              Subsidiary Guarantee;
      Release.

            


    

     

    From and
after the Covenant Effective Time:

    


    (a)        The
Company will ensure at all times that any existing or future Subsidiary that has
Outstanding a Guaranty or direct liability with respect to any other present and
future Debt of the Company is a Subsidiary Guarantor.

    


    (b)       
The Company will cause each Subsidiary that is required to become a Subsidiary
Guarantor after the date of this Indenture to execute and deliver the Subsidiary
Guarantee in the form of Exhibit C as soon as practicable upon such Subsidiary
being required to become a Subsidiary Guarantor.

    


    (c)        Notwithstanding
anything in this Indenture, in the Subsidiary Guarantee or in any Subsidiary
Guarantee Supplement to the contrary, upon notice by the Company to the Trustee
(which notice shall contain a certification by the Company as to the matters
specified in clauses (i) and (ii) below), any Subsidiary Guarantor specified in
such notice shall cease to be a Subsidiary Guarantor and shall be automatically
released from its obligations under the Subsidiary Guarantee (without the need
for the execution or delivery of any other document by the Holders, the Trustee
or any other person) if, as at the date of such notice and after giving effect
to such release, no Default or Event of Default shall have occurred and be
continuing, such Subsidiary Guarantor shall not have outstanding a Guaranty or
direct liability with respect to any Debt of the Company.

     

     

     

    
 

    
      
         


      

      
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              Section
      1012.

            	
              Transactions with
      Affiliates.

            


    

     

    From and after the Covenant Effective
Time, the Company will not and will not permit any Subsidiary to enter into
directly or indirectly any transaction or Material group of related transactions
(including without limitation the Purchase, lease, sale or exchange of
properties of any kind or the rendering of any service) with any Affiliate
(other than the Company or another Subsidiary), except in the ordinary course
and pursuant to the reasonable requirements of the Company’s or such
Subsidiary’s business and upon fair and reasonable terms no less favorable to
the Company or such Subsidiary than would be obtainable in a comparable
arm’s-length transaction with a non-Affiliate.

    


    
      	
              Section
      1013.

            	
              Minimum Consolidated
      Adjusted Net Worth.

            


    

     

    From and after the Covenant Effective
Time, the Company will not, at any time, permit Consolidated Adjusted Net Worth
to be less than the remainder of $1,750,000,000 minus the Vail
Adjustment.

    


    
      	
              Section
      1014.

            	
              Leverage
      Ratio.

            


    

     

    From and
after the Covenant Effective Time, as of the end of each fiscal quarter of the
Company, the Company will not permit the Leverage Ratio to be greater than 3.5
to 1.0; provided that,
for any period of not more than four successive quarters, the Leverage Ratio may
be greater than 3.5 to 1, but in no event greater than 4.0 to 1, if the Company
pays the additional interest described below. If the Leverage Ratio 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 discussed below) 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 this 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 end 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. Notwithstanding the foregoing, the Company
will not permit the Leverage Ratio to exceed 4.0 to 1 at the end of any fiscal
quarter, or 3.5 to 1.0 for more than four successive fiscal
quarters.

    


    
      	
              Section
      1015.

            	
              Priority
      Debt.

            


    

     

    From and after the Covenant Effective
Time, the Company will not, at any time, permit Priority Debt to exceed 15% of
Consolidated Adjusted Net Worth.

    


    
      	
              Section
      1016.

            	
              Sale of
      Assets.

            


    

     

    From and
after the Covenant Effective Time, except as permitted under Article Eight, the
Company will not, and will not permit any of its Subsidiaries to, make any Asset
Disposition unless (1) in the good faith opinion of the Company or Subsidiary
making the Asset Disposition, the Asset Disposition is in exchange for
consideration having a fair market value at least equal to that of the property
exchanged, (2) immediately after giving effect to the Asset Disposition, no
Default or Event of Default would exist and (3) the sum of (i) the
Disposition Value of the property subject to such Transfer, plus (ii) the
aggregate Disposition Value for all other property that was the subject of an
Asset Disposition during the period of 365 days immediately preceding such
Transfer, would not exceed 15% of Consolidated Total Assets determined as of the
end of the most recently ended calendar month preceding such
Transfer.

     

     

     

     

    
      
         


      

      
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    To the
extent that (i) any Transfer consists of sales of accounts receivable in
accordance with the Accounts Receivable Financing Program or (ii) the Net
Proceeds Amount consisting of cash for any Transfer to a Person other than the
Company or Subsidiary is applied to a Debt Prepayment Application or applied or
committed (and, if committed, is in fact applied within 12 months of the
effective date of the commitment) to be applied to a Property Reinvestment
Application within one year after such Transfer, then each such Transfer (or, if
less than all such Net Proceeds Amount is applied as contemplated hereinabove in
subsection (ii), the pro rata percentage thereof which corresponds to
the Net Proceeds Amount so applied), only for the purpose of determining
compliance with subsection (3) of the preceding paragraph of this Section
as of any date, shall be deemed not to be an Asset Disposition.

    


    
      	
              Section
      1017.

            	
              Nature of
      Business.

            


    

     

    From and
after the Covenant Effective Time, neither the Company nor its Subsidiaries
will engage in any
business if, as a result, when taken as a whole, the general nature of
the businesses in which the Company and the Subsidiaries are engaged would be
substantially changed from the general nature of the business as is conducted on
the date of this Indenture or in other consumer products markets and the
manufacturing of ingredients therefor.

    


    
      	
              Section
      1018.

            	
              Limitation upon
      Liens.

            


    

     

               From
and after the Covenant Effective Time, the Company will not, and will not permit
any Subsidiary to, cause or permit to exist, or agree or consent to cause or
permit to exist in the future (upon the happening of a contingency or
otherwise), any Lien of any kind on any properties now owned or hereafter
acquired, or upon any income or profits therefrom, or assign or otherwise convey
any right to receive income or profits (unless it makes, or causes to be made,
effective provision whereby the Securities will be equally and ratably secured
with any and all other obligations thereby secured, such security to be pursuant
to an agreement reasonably satisfactory to the Trustee and, in any such case,
the Securities shall have the benefit, to the fullest extent that, and with such
priority as, the Holders of the Securities may be entitled under applicable law,
of an equitable Lien on such property), except:

    


    (1)          Liens
for taxes, assessments or other governmental charges or levies which are not yet
due and payable or the payment of which is not at the time required by
Section 1008;

    


    (2)          any
attachment or judgment Lien, unless the judgment it secures shall not, within 60
days after the entry thereof, have been discharged or execution thereof stayed
pending appeal, or shall not have been discharged within 60 days after the
expiration of any such stay or shall not be currently contested in good faith by
appropriate proceedings;

    


    (3)          Liens
existing on the date of this Indenture and securing the Debt of the Company or
any Subsidiary pursuant to the Pledge Agreement, dated July 18, 2008 between the
Company and JPMorgan Chase, N.A., as collateral agent, so long as the Securities
are equally and ratably secured (on a basis no less favorable than that provided
to the Company’s other outstanding indebtedness, being secured pursuant to equal
and ratable provisions) with any and all other obligations thereby
secured;

     

     

     

    
 

    
      
         


      

      
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    (4)          Liens
(other than any Lien imposed by ERISA) incurred or deposits made in the ordinary
course of business (i) in connection with workers’ compensation, unemployment
insurance, other types of social security or retirement benefits and insurance
regulatory requirements or (ii) to secure (or to obtain letters of credit that
secure) the performance of tenders, statutory obligations, surety bonds, appeal
bonds, bids, leases (other than Capital Leases), performance bonds, purchase,
construction or sales contracts and other similar obligations, provided that
such Liens, in the aggregate, to not detract in a Material way from the value of
the assets of the Company or its Subsidiaries or impact in a Material way the
use thereof in the operation of their business and are not incurred in
connection with the borrowing of money;

    


    (5)          any
Lien created to secure all or any part of the purchase price, or to secure Debt
incurred or assumed to pay all or any part of the purchase price or cost of
construction, of property (or any improvement thereon) acquired or constructed
by the Company or a Subsidiary after the date hereof, including any Lien
existing on property of a Person immediately prior to its being consolidated
with or merged into the Company or a Subsidiary or its becoming a Subsidiary, or
any Lien existing on any property acquired by the Company or any Subsidiary at
the time such property is so acquired (whether or not the Debt secured thereby
shall have been assumed), provided that;

    


                (i)        
any such Lien shall extend solely to the item or items of such property (and/or
improvement thereon) so acquired or constructed and, if required by the terms of
the instrument originally creating such Lien, other property (and/or improvement
thereon) which is an improvement to or is acquired for specific use in
connection with such acquired or constructed property (and/or improvement
thereon) or which is real property being improved by such acquired or
constructed property (or improvement thereon),

                (ii)        
the principal amount of the Debt secured by any such Lien shall at no time
exceed an amount equal to 100% of the fair market value (as determined in good
faith by the Board of Directors of such Company or such Subsidiary incurring
such Lien) of such property (and/or improvement thereon) at the time of such
acquisition or construction, and

                (iii)       
any such Lien shall be created contemporaneously with, or within the period
beginning 180 days before and ending 180 days after, the acquisition or
construction of such property;

    


    (6)          any
Lien renewing, extending or refunding any pre-existing Lien permitted by
paragraph (3) of this Section, provided that (i) the principal amount
of Debt secured by such Lien immediately prior to such extension, renewal or
refunding is not increased or the maturity thereof reduced, (ii) such Lien
is not extended to any other property, and (iii) immediately after such
extension, renewal or refunding no Default or Event of Default would
exist;

    


    (7)          Liens
on property or assets of the Company or any Subsidiary securing Debt owing to
the Company or to a Wholly-Owned Subsidiary;

    


    (8)          Liens
on accounts receivable and related contract rights of the Company or any
Subsidiary in favor of purchasers or providers of financing under the Accounts
Receivable Financing Program;

    


    (9)        
Liens on the shares of capital stock of Vail Resorts, Inc. owned by a Vail Owner
pursuant to any pledge agreement that secure the obligations of such Vail Owner
in respect of its sale of such capital stock pursuant to the Forward Sale
Agreement or any other similar forward sale agreement in respect of such capital
stock, and which, in each case, the obligations under the Forward Sale Agreement
or such other forward sale agreement, as the case may be, may be fully satisfied
by delivery of, or foreclosure on, the shares of such capital stock which have
been pledged pursuant to the related pledge agreement or such other pledge
agreement and which such obligations are not guaranteed, directly or indirectly,
by the Company or any other Subsidiary; and

     

     

     

    
 

    
      
         


      

      
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    (10)     
any Lien (other than a Lien described under clause (1) through
clause (9) above) securing any Debt of the Company or any Subsidiary, the
incurrence of which Debt is otherwise permitted in this Indenture (including the
incurrence of Debt in accordance with Section 1014, Section 1015 and Section
1019).

    


    
      	
              Section
      1019.

            	
              Interest Expense
      Coverage Ratio.

            


    

     

    As of the
end of each period of four fiscal quarters of the Company ending after the date
hereof, the Company on a consolidated basis with its Subsidiaries shall maintain
an Interest Expense Coverage Ratio of not less than 2.75 to 1.00.

    


    
      	
              Section
      1020.

            	
              Foreign Assets Control
      Regulations.

            


    

     

    (a)        
 Neither the sale of the Securities by the Company nor its use of the
proceeds thereof will violate the Trading with the Enemy Act, as amended, or any
of the foreign assets control regulations of the United States Treasury
Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling
legislation or executive order relating thereto;

    


    (b)       
 The Company will not and will not permit any Subsidiary to (i) become a
person described or designated in the Specially Designated Nationals and Blocked
Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti
Terrorism Order or (ii) engage in any dealings or transactions with any such
Person; and

    


    (c)         No
part of the proceeds from the sale of the Securities hereunder will be used,
directly or indirectly, for any payments to any governmental official or
employee, political party, official of a political party, candidate for
political office, or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage, in violation
of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming
in all cases that such Act applies to the Company.

    


    
      	
              Section
      1021.

            	
              Redemption at the
      Option of Holders Upon a Change in
  Control.

            


    

     

    From and
after the Covenant Effective Time:

     

    (a)       Notice of Change in Control or
Control Event.  The Company will, within five (5) Business Days
after any Officer has knowledge of the occurrence of any Change in Control or
Control Event, give written notice of such Change in Control or Control Event to
each Holder of Securities unless notice in respect of such Change in Control (or
the Change in Control contemplated by such Control Event) shall have been given
pursuant to subparagraph (b) of this Section.  If a Change in Control
has occurred, such notice shall contain and constitute an offer to redeem the
Securities as described in subparagraph (c) of this Section and shall be
accompanied by the certificate described in subparagraph (f) of this
Section.

     

    (b)       Conditions to Company
Action.  The Company will not take any action that consummates
or finalizes a Change in Control unless at least fifteen days (or such longer
time as may be required to comply with applicable securities laws or the
policies of DTC) prior to such action it shall have given to each holder
of Securities written notice containing and constituting an offer to redeem
Securities as described in subparagraph (c) of this Section, accompanied by the
certificate described in subparagraph (f) of this Section.

     

     

     

     

    
      
        
           


        

        
          71

          
            

          

        

        
           


        

      

    

     

     

     

     

     

    (c)       Offer to Redeem
Securities.  The offer to redeem Securities contemplated by
paragraphs (a) and (b) of this Section shall be an offer to redeem, in
accordance with and subject to this Section, all, but not less than all, the
Securities held by each holder (in this case, “holder” in respect of any
Security registered in the name of a nominee for a disclosed beneficial owner
shall mean such beneficial owner) on a date specified in such offer which shall
be the next Interest Payment Date which is at least 15 days (or such longer time
as may be required by applicable securities laws or the policies of DTC) after
the date of the notice of redemption.

     

    (d)       Acceptance.  A
holder of Securities may accept the offer to redeem made pursuant to this
Section by causing a notice of such acceptance to be delivered to the
Company at least five Business Days prior to the date specified in the offer to
redeem.  A failure by a holder of Securities to respond to an offer to
prepay made pursuant to this Section shall be deemed to constitute a rejection
of such offer by such holder.

     

    (e)       Redemption.  Redemption
of the Securities to be redeemed pursuant to this Section shall be at 100% of
the principal amount of the Securities together with accrued and unpaid interest
thereon.  The redemption shall be made on the date specified in the
offer to redeem.

     

    (f)       Officer’s
Certificate.  Each offer to redeem the Securities pursuant to
this Section shall be accompanied by an Officer’s Certificate, dated the date of
such offer, specifying:  (i) the date for redemption; (ii) that such
offer is made pursuant to this Section; (iii) the principal amount of each
Security offered to be redeemed; (iv) the interest that would be due on each
Security offered to be redeemed, accrued to the date for redemption; (v) that
the conditions of subparagraph (a) or (b) of this Section have been fulfilled;
and (vi) in reasonable detail, the nature and date or proposed date of the
Change in Control.

     

    (g)     
All calculations contemplated in this Section involving the capital stock
or other equity interest of any Person shall be made with the assumption that
all convertible securities of such Person then outstanding and all convertible
securities issuable upon the exercise of any warrants, options and other rights
outstanding at such time were converted at such time and that all options,
warrants and similar rights to acquire shares of capital stock or other equity
interest of such Person were exercised at such time.

     

    
      	
              Section
      1022.

            	
              Waiver of Certain
      Covenants.

            


    

     

    The
Company may omit in any particular instance to comply with any covenant or
condition set forth in Sections 1005 to 1018, inclusive, with respect to the
Securities if before or after the time for such compliance the Holders of at
least a majority in principal amount of the Outstanding Securities shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such covenant or condition, but no such waiver shall
extend to or affect such covenant or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such covenant or
condition shall remain in full force and effect.

     

    Pursuant
to Section 104 hereunder, the Company may, but shall not be obligated to, fix a
record date for the purpose of determining the Persons entitled to waive
compliance with any covenant or condition hereunder.  If a record date
is fixed, the Holders on such record date, or their duly designated proxies, and
only such Persons, shall be entitled to waive any such compliance, whether or
not such Holders remain Holders after such record date.

     

     

     

     

    
      
         


      

      
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    Any
waiver provided by a beneficial owner (whether through the applicable registered
Holder or otherwise) of Securities that has transferred or has 
agreed  to  transfer  its Securities to the Company or any
Subsidiary or any Affiliate and has provided or has agreed to provide such
waiver as a condition to such transfer shall be void and of no
force or effect except solely as to such beneficial owner, and any
waivers granted or to be effected or granted that would not have been or would
not be so effected or granted but for such consent (and the
consents of all other beneficial owners of Securities that were acquired
under the same or similar conditions) shall be void and of no force or effect
 except solely as to such beneficial owner.

     

    ARTICLE
ELEVEN

    Redemption
of Securities

     

    
      	
              Section
      1101.

            	
              Applicability of
      Article.

            


    

     

    Securities
which are redeemable in whole or in part before their Stated Maturity shall be
redeemable solely in accordance with their terms and in accordance with this
Article.  The Company will not and will not permit any Affiliate to
purchase, redeem or otherwise acquire, directly or indirectly, any Securities,
except as permitted by this Indenture.

     

    
      	
              Section
      1102.

            	
              Election to Redeem:
      Notice to Trustee.

            


    

     

    The
election of the Company to redeem any Securities shall be evidenced by or
pursuant to a Board Resolution or Officers’ Certificate.  In case of
any redemption at the election of the Company of the Securities, the Company
shall, at least 60 days prior to the Redemption Date fixed by the Company notify
the Trustee of such Redemption Date, of the principal amount of Securities to be
redeemed and the tenor of the Securities to be redeemed.  In the case
of any redemption of Securities (a) prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this
Indenture or (b) pursuant to an election of the Company which is subject to a
condition specified in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers’ Certificate
evidencing compliance with such restriction or condition.

     

    
      	
              Section
      1103.

            	
              Selection by Trustee
      of Securities to Be
Redeemed.

            


    

     

    If less
than all the Securities of a Tranche are to be redeemed, the particular
Securities to be redeemed shall be selected at least 30 but not more than 60
days prior to the Redemption Date (except if the notice is issued under Article
4 or Article 13 herein, in which case notice may be mailed more than 60 days
prior to the Redemption Date) by the Trustee, from the Outstanding Securities
not previously called for redemption, by the Trustee in proportion to the
respective principal amounts thereof, as nearly as practicable, provided that
the unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security and provided further that such redemption shall
be in an amount not less than 10% of the aggregate principal amount of the Fixed
Rate Notes or the 2018 Floating Rate Notes, as applicable, then
Outstanding.  The Trustee shall promptly notify the Company in writing
of the Securities selected for redemption and, in the case of any Securities
selected for partial redemption, the principal amount thereof to be
redeemed.

     

    The
provisions of the two preceding paragraphs shall not apply with respect to any
redemption affecting only a single Security, whether such Security is to be
redeemed in whole or in part.  In the case of any such redemption in
part, the unredeemed portion of the principal amount of the Security shall be in
an authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.

     

     

     

    
 

    
      
         


      

      
        73

        
          

        

      

      
         


      

    

     

     

     

     

    
 

    For all
purposes of this Indenture, unless the context otherwise requires, all
provisions relating to the redemption of Securities shall relate, in the case of
any Securities redeemed or to be redeemed only in part, to the portion of the
principal amount of such Securities which has been or is to be
redeemed.

     

    
      	
              Section
      1104.

            	
              Notice of
      Redemption.

            


    

     

    Notice of
redemption shall be given by first-class mail, postage prepaid, mailed not less
than 30 nor more than 60 days prior to the Redemption Date, except that
redemption notices may be mailed more than 60 days prior to a redemption date if
the notice is issued under Article 4 or Article 13 herein, to each Holder of
Securities to be redeemed, at his address appearing in the Security
Register.

     

    All
notices of redemption shall identify the Securities to be redeemed (including
CUSIP numbers) and shall state:

     

    (1) the
Redemption Date,

     

    (2) the
Redemption Price,

     

    (3) in
the case of partial redemption of any Securities, the principal amounts of the
particular Securities to be redeemed,

     

    (4) that
on the Redemption Date the Redemption Price will become due and payable upon
each such Security, or portion thereof, to be redeemed and, if applicable, that
interest thereon will cease to accrue on and after said date, and

     

    (5) the
place or places where such Securities are to be surrendered for payment of the
Redemption Price.

     

    Notice of
redemption of Securities to be redeemed at the election of the Company shall be
given by the Company or, at the Company’s request, by the Trustee in the name
and at the expense of the Company and shall be irrevocable.

     

    
      	
              Section
      1105.

            	
              Deposit of Redemption
      Price.

            


    

     

    On or
prior to 11:00 a.m., New York City time, on the Redemption Date, the Company
shall deposit with the Trustee or with a Paying Agent an amount of money in the
currency or currencies in which the Securities are payable sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities or portions thereof which
are to be redeemed on that date.

     

    
      	
              Section
      1106.

            	
              Securities Payable on
      Redemption Date.

            


    

     

    Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
Default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest.  Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest to
the Redemption Date; provided, however, that installments of interest whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant record dates according to their
terms and the provisions of Section 313.

     

     

     

    
 

    
      
         


      

      
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    If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal and any premium shall, until paid, bear interest from
the Redemption Date at the rate prescribed therefor in the
Security.

     

    
      	
              Section
      1107.

            	
              Securities Redeemed in
      Part.

            


    

     

    Any
Security which is to be redeemed only in part shall be surrendered at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver or make available for delivery to the Holder of
such Security without service charge, a new Security or Securities of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.  If a Definitive Security is so
surrendered, such new Security so issued shall be a new Global
Security.

     

    ARTICLE
TWELVE

    Reserved

     

    
      	
              Section
      1201.

            	
              Reserved.

            


    

     

    ARTICLE
THIRTEEN

    Defeasance
and Covenant Defeasance

     

    
      	
              Section
      1301.

            	
              Applicability of
      Article; Company’s Option to Effect Defeasance or Covenant
      Defeasance.

            


    

     

    The
Company may at its option by Board Resolution, at any time, elect to have either
Section 1302 (if applicable) or Section 1303 (if applicable) applied
to the Outstanding Securities upon compliance with the conditions set forth
below in this Article Thirteen.

     

    
      	
              Section
      1302.

            	
              Defeasance and
      Discharge.

            


    

     

    Upon the
Company’s exercise of its option to have this Section applied to the
Securities, the Company shall be deemed to have been discharged from its
obligations with respect to the Outstanding Securities on and after the date the
conditions precedent set forth below are satisfied (hereinafter,
“defeasance”).  For this purpose, such defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by the Outstanding Securities which shall thereafter be deemed to be
“Outstanding” only for the purposes of the Sections of this Indenture referred
to in clauses (A) and (B) of this Section, and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of
Holders of Outstanding Securities to receive, solely from the trust fund
described in Section 1304 as more fully set forth in such Section, payments
of the principal of (and premium, if any) and interest on such Securities when
such payments are due, (B) the Company’s obligations with respect to such
Securities under Sections 307, 308, 1003 and 1004 and such obligations as shall
be ancillary thereto, (C) the rights, powers, trusts, duties, immunities and
other provisions in respect of the Trustee hereunder and (D) this Article
Thirteen.  Subject to compliance with this Article Thirteen, the
Company may exercise its option under this Section 1302 notwithstanding the
prior exercise of its option under Section 1303 with respect to the
Securities. Following a defeasance, payment of such Securities may not be
accelerated because of an Event of Default.

     

     

     

    
 

    
      
         


      

      
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              Section
      1303.

            	
              Covenant
      Defeasance.

            


    

     

    Upon the
Company’s exercise of its option (if any) to have this Section applied to
the Securities, the Company shall be released from its obligations under
Sections 801 and 1004 through 1018, inclusive, and the occurrence of an event
specified in Section 501(3) (with respect to any of Sections 801 and 1004
through 1018, inclusive) shall not be deemed to be an Event of Default with
respect to the Outstanding Securities on and after the date the conditions set
forth below are satisfied (hereinafter, “covenant defeasance”), and such
Securities shall thereafter be deemed not to be “Outstanding” for the purposes
of any direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with Sections 801 and 1004 through
1018, inclusive, but shall continue to be deemed “Outstanding” for all other
purposes hereunder.  For this purpose, such covenant defeasance means
that, with respect to the Outstanding Securities, the Company may omit to comply
with and shall have no liability in respect of any term, condition or limitation
set forth in any such Section or such other covenant whether directly or
indirectly by reason of any reference elsewhere herein to any such
Section or such other covenant or by reason of any reference in any such
Section or such other covenant to any other provision herein or in any
other document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.  Notwithstanding the defeasance by the Company of
its obligations under Section 801, any successor shall be required to
assume the Company’s obligations under Section 607 as a condition to such
succession.

     

    
      	
              Section
      1304.

            	
               Conditions to
      Defeasance or Covenant
Defeasance.

            


    

     

    The
following shall be the conditions precedent to application of either
Section 1302 or Section 1303 to the Outstanding
Securities:

     

    (1) The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee satisfying the requirements of Section 609 who
shall agree to comply with the provisions of this Article Thirteen applicable to
it) as trust funds in trust for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities, (A) money in an amount (in such currency,
currencies or currency units in which such Securities are then specified as
payable at Maturity), or (B) U.S. Government Obligations which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of any
payment, money in an amount, or (C) a combination thereof in an amount,
sufficient, without reinvestment, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or other qualifying trustee) to pay and discharge, the principal of
(and premium, if any) and interest on the Outstanding Securities on the Maturity
of such principal, premium, if any, or interest.  Before such a
deposit the Company may make arrangements satisfactory to the Trustee for the
redemption of Securities at a future date or dates in accordance with Article
Eleven, which shall be given effect in applying the foregoing.  For
this purpose, “U.S. Government Obligations” means securities that are (x) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (y) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depositary receipt issued by a bank (as defined in
Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian
with respect to any such U.S. Government Obligation or a specific payment of
principal of or interest on any such U.S. Government Obligation held by such
custodian for the account of the holder of such depositary receipt, provided
that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depositary receipt from
any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal of or interest on the U.S.
Government Obligation evidenced by such depositary receipt.

     

     

     

     

    
      
         


      

      
        76

        
          

        

      

      
         


      

    

     

     

     

     

     

    (2)   
    No Event of Default or event which with notice or lapse of
time or both would become an Event of Default with respect to the Securities
shall have occurred and be continuing (A) on the date of such deposit or (B)
insofar as subsections 501(9) and (10) are concerned, at any time during the
period ending on the 91st day after the date of such deposit or, if longer,
ending on the day following the expiration of the longest preference period
applicable to the Company in respect of such deposit (it being understood that
this condition shall not be deemed satisfied until the expiration of such
period).

     

    (3)     
 Such defeasance or covenant defeasance shall not (A) cause the Trustee for
the Securities to have a conflicting interest as defined in Section 608 or
for purposes of the Trust Indenture Act with respect to any Securities of the
Company or (B) result in the trust arising from such deposit to constitute,
unless it is qualified as, a regulated investment company under the Investment
Company Act of 1940, as amended.

     

    (4)      
 Such defeasance or covenant defeasance shall not result in a breach or
violation of, or constitute a Default under, this Indenture or any other
material agreement or instrument to which the Company is a party or by which it
is bound.

     

    (5)      
In the case of an election under Section 1302, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that (x) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling, or (y) since the date of this Indenture there has been a change in the
applicable federal income tax law, in either case to the effect that, and based
thereon such opinion shall confirm that, the Holders of the Outstanding
Securities will not recognize income, gain or loss for federal income tax
purposes as a result of such defeasance and will be subject to federal income
tax on the same amounts, in the same manner and at the same times as would have
been the case if such defeasance had not occurred.

     

    (6)      
 In the case of an election under Section 1303, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of
the Outstanding Securities will not recognize income, gain or loss for federal
income tax purposes as a result of such covenant defeasance and will be subject
to federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such covenant defeasance had not
occurred.

     

    (7)      
The Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for
relating to either the defeasance under Section 1302 or the covenant
defeasance under Section 1303 (as the case may be) have been complied
with.

     

    
      	
              Section
      1305.

            	
              Deposited Money and
      U.S. Government Obligations to be Held in Trust; Other Miscellaneous
      Provisions.

            


    

     

    Subject
to the provisions of the last paragraph of Section 1004, all money and U.S.
Government Obligations (including the proceeds thereof) deposited with the
Trustee or other qualifying trustee (collectively, for purposes of this
Section 1305, the “Trustee”) pursuant to Section 1304 in respect of
the Outstanding Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by
law.

     

     

     

    
 

    
      
         


      

      
        77

        
          

        

      

      
         


      

    

     

     

     

     

     

    The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the money or U.S. Government Obligations
deposited pursuant to Section 1304 or the principal and interest received
in respect thereof.

     

    Anything
herein to the contrary notwithstanding, the Trustee shall deliver or pay to the
Company from time to time upon Company Request any money or U.S. Government
Obligations held by it as provided in Section 1304 which in the opinion of
a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect an
equivalent defeasance or covenant defeasance.

     

    
      	
              Section
      1306.

            	
              Reinstatement.

            


    

     

    If the
Trustee or the Paying Agent is unable to apply any money in accordance with
Section 1305 by reason of any order or judgment or any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company’s obligations under the Securities shall be
revived and reinstated as though no deposit had occurred pursuant to this
Article Thirteen until such time as the Trustee or Paying Agent is permitted to
apply all such money in accordance with Section 1305; provided, however,
that if the Company makes any payment of principal of (and premium, if any) or
interest on any such Security following the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Securities
to receive such payment from the money held by the Trustee or the Paying
Agent.

     

    
      	
              Section
      1307.

            	
              Qualifying
      Trustee.

            


    

     

    Any
trustee appointed pursuant to Section 1304 for the purpose of holding trust
funds deposited pursuant to that Section shall be appointed under an
agreement in form acceptable to the Trustee and shall provide to the Trustee a
certificate of such trustee, upon which certificate the Trustee shall be
entitled to conclusively rely, that all conditions precedent provided for herein
to the related defeasance or covenant defeasance have been complied
with.  In no event shall the Trustee be liable for any acts or
omissions of said trustee.

     

    ARTICLE
FOURTEEN

    Immunity
of Incorporators, Stockholders, Officers, Directors and Employees

     

    
      	
              Section
      1401.

            	
              Exemption from
      Individual Liability.

            


    

     

    No
recourse under or upon any obligation, covenant or agreement of this Indenture,
or of any Security, or for any claim based thereon or otherwise in respect
thereof, shall be had against any incorporator, stockholder, officer, director,
or employee, as such, past, present or future, of Kraft Foods Inc. or any of its
affiliates or the Company, or any Subsidiary Guarantors or of any Successor
Corporation, either directly or through the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that this Indenture and the
obligations issued hereunder are solely corporate obligations of the Company
(and the Subsidiary Guarantors with respect to the Subsidiary Guarantees) and
not of Kraft Foods Inc. or any of its affiliates and that no such personal
liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers, directors, or employees, as such, of the
Company, or any Successor Corporation, or any of them, because of the creation
of the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities
or implied therefrom; and that any and all such personal liability, either at
common law or in equity or by constitution or statute, of, and any and all such
rights and claims against, every such incorporator, stockholder, officer,
director, or employee, as such, because of the creation of the indebtedness
hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities or implied
therefrom, are hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of such
Securities.

     

     

     

    
 

    
      
         


      

      
        78

        
          

        

      

      
         


      

    

     

     

     

     

     

    
      	
              Section
      1402.

            	
              Patriot
      Act.

            


    

     

    The
parties hereto acknowledge that in accordance with Section 326 of the USA
Patriot Act, Deutsche Bank Trust Company Americas, like all financial
institutions and in order to help fight the funding of terrorism and money
laundering, are required to obtain, verify, and record information that
identifies each person or legal entity that establishes a relationship or opens
an account.  The parties to this Agreement agree that they will
provide Deutsche Bank Trust Company Americas with such information as it may
request in order for the Deutsche Bank Trust Company Americas to satisfy the
requirements of the USA Patriot Act.

     

    This
instrument may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         


      

      
        79

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed as of the day and year first above written.

    


     

    
      	 	 CABLE HOLDCO,
    INC.	 
	 	 	 	 
	 	
              By:

            	 /s/
      Talita Ramos	 
	 	
              Name:

            	      
      Talita Ramos	 
	 	
              Title:

            	       Assistant
      Secretary	 


    

     

     

    
      	 	
               DEUTSCHE BANK TRUST
      

              COMPANY
      AMERICAS

            	 
	 	 	 	 
	 	
              By:

            	 /s/
      Wanda Camacho	 
	 	
              Name:

            	      
      Wanda Camacho	 
	 	
              Title:

            	      
      Vice President  	 


    

    


    


    
      	 	
              By:

            	 /s/
      Annie Jaghatspanyan	 
	 	
              Name:

            	     
      Annie Jaghatspanyan	 
	 	
              Title:

            	     
      Assistant Vice President  	 


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         


      

      
        80

        
          

        

      

      
         


      

    

     

     

     

    
 

    EXHIBIT
A

     

    FORM
OF CERTIFICATE OF TRANSFER

    


     

    Ralcorp
Holdings Inc.

    800
Market Street, Suite 2800

    St.
Louis, Missouri  63101

    


    Deutsche
Bank Services Tennessee Inc.

    648
Grassmere Park Road

    Nashville,
TN USA 37211

    Attention:
Transfer Department

    


    Re:
___Notes due 20__

    


    Reference
is hereby made to the Indenture, dated as of [August 4], 2008 (the “Indenture”),
among Cable Holdco, Inc., (the “Company”), and Deutsche Bank Trust Company
Americas, as trustee.  Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

     

    ___________________________
(the “Transferor”) owns and proposes to transfer the Securities or interest in
such Securities specified in Annex A hereto, in the principal amount of
$_____________________ in such Securities or interests (the “Transfer”), to
_____________________ (the “Transferee”), as further specified in Annex A
hereto.  In connection with the Transfer, the Transferor hereby
certifies that:

     

    [CHECK
ALL THAT APPLY]

     

    ___            1.           Check if Transferee will
take delivery of a beneficial interest in the 144A Global Security or a
Definitive Security pursuant to Rule 144A.  The Transfer is
being effected pursuant to and in accordance with Rule 144A under the Securities
Act of 1933 (the “Securities Act”), and, accordingly, the Transferor hereby
further certifies that the beneficial interest in the 144A Global Security or
Definitive Security is being transferred to a Person that the Transferor
reasonably believes is purchasing the beneficial interest or Definitive Security
for its own account, or for one or more accounts with respect to which such
Person exercises sole investment discretion, and such Person and each such
account is a “qualified institutional buyer” within the meaning of Rule 144A in
a transaction meeting the requirements of Rule 144A and such Transfer is in
compliance with any applicable blue sky securities laws of any state of the
United States.  Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Securities will be subject to the restrictions on transfer
enumerated in the legend set out in Section 206 of the Indenture printed on the
144A Global Note and/or the Definitive Security and in the Indenture and the
Securities Act.

     

    ___             2.           Check if Transferee will
take delivery of a beneficial interest in a Regulation S Global Security, or a
Definitive Security pursuant to Regulation S.  The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and, accordingly, the Transferor hereby further certifies that
(i) the Transfer is not being made to a person in the United States and (x) at
the time the buy order was originated, the Transferee was outside the United
States or such Transferor and any Person acting on its behalf reasonably
believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was  prearranged with a buyer in
Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (ii) the
transaction is not a part of a plan or scheme to evade the registration
requirements of the Securities Act and (iii) the transfer is not being made to a
U.S. Person or for the account or benefit of a U.S. Person (other than an
Initial Purchaser).  Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Security will be subject to the restrictions on transfer
enumerated in the legend set forth in Section 206 printed on the Regulation S
Global Security and/or the Definitive Security and in the Indenture and the
Securities Act.

     

     

     

    
 

    
      
         


      

      
        81

        
          

        

      

      
         


      

    

     

     

     

     

     

    ___            
3.          Check if Transferee will
take delivery of a Restricted Definitive Security pursuant to any provision of
the Securities Act other than Rule 144, Rule 144A or Regulation
S.  The Transfer is being effected in compliance with the
transfer restrictions applicable to beneficial interests in Restricted Global
Securities and Restricted Definitive Securities and pursuant to and in
accordance with the Securities Act and any applicable blue sky securities laws
of any state of the United States, and accordingly the Transferor hereby further
certifies that such Transfer is being effected to the Company or a Subsidiary
thereof.

     

    ___             4.          Check if Transferee will
take delivery of a beneficial interest in an Unrestricted Global Security or of
an Unrestricted Definitive Security.

     

     

    ___      a.           Check
if Transfer is pursuant to Rule 144.  (i) The Transfer is being
effected pursuant to and in accordance with Rule 144 under the Securities Act
and in compliance with the transfer restrictions contained in the Indenture and
any applicable blue sky securities laws of any state of the United States and
(ii) the restrictions on transfer contained in the Indenture and the legend set
forth in Section 206 of the Indenture are not required in order to maintain
compliance with the Securities Act.  Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or  Definitive Security will no longer be subject
to the restrictions on transfer enumerated in the legend set forth in Section
206 of the Indenture printed on the Restricted Global Securities, on Restricted
Definitive Securities and in the Indenture.

     

      
___       b.          Check
if Transfer is pursuant to Regulation S.  (i) The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and, in the case of a transfer from a Restricted Global Security or a
restricted Definitive Security, the Transferor hereby further certifies that (a)
the Transfer is not being made to a person in the United States and (x) at the
time the buy order was originated, the Transferee was outside the United States
or such Transferor and any Person acting on its behalf reasonably believed and
believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States, (b) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or rule 904(b) of Regulation S under the Securities
Act, (c) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (d) the transfer is not
being made to a U.S. Person or for the account or benefit of a U.S. Person, and
(ii) the restrictions on transfer contained in the Indenture and the legend set
forth in Section 206 are not required in order to maintain compliance with the
Securities Act.  Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Security will no longer be subject to the restrictions on transfer
enumerated in the legend set forth in Section 206 printed on the Restricted
Global Securities, on Restricted Definitive Securities and in the
Indenture.

     

    ___      c.           Check
if Transfer is pursuant to Other Exemption.  (i) The Transfer is being
effected pursuant to and in compliance with an exemption from the registration
requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and
in compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any State of the United States and (ii)
the restrictions on transfer contained in the Indenture and the legend set forth
in Section 206 are not required in order
to maintain compliance with the Securities Act.  Upon consummation of
the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Security will not be subject to
the restrictions on transfer enumerated in the legend set forth in Section 206
printed on the Restricted Global Securities or Restricted Definitive Securities
and in the Indenture.

     

     

     

    
 

    
      
         


      

      
        82

        
          

        

      

      
         


      

    

     

     

     

     

     

    This certificate and the statements
contained herein are made for your benefit and for the benefit of the
Company.

     

     

    
      
        	Dated:	 	 
	 	 	 
	 	 	 
	As
    Transferor	 


      

       

    

     

    
      	
              By:

            	 
      	 
	
              Name:

            	 
      	 
	
              Title:

            	 
      	 


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
         


      

      
        83

        
          

        

      

      
         


      

    

     

     

     

    
 

    Annex A
to Certificate of Transfer

    


     

    1.      The
Transferor owns and proposes to transfer the following:

     

     

            
[CHECK ONE OF (a) OR (b)]

    


    ___              a.          a
beneficial interest in the:

    (i)         144A
Global Security (CUSIP ___________________); or

     

    (ii)        Regulation
S Global Security (CUSIP ___________________); or

    ___              b.          a
Restricted Definitive Security.

     

     

    2.    
After the Transfer the Transferee will hold:

     

    


            
[CHECK ONE]

     

     

     ___              a.          a
beneficial interest in the:

     

    (i)      144A
Global Security (CUSIP ___________________); or

     

    (ii)     Regulation
S Global Security (CUSIP ___________________); or

     

    (iii)    Unrestricted
Global Security (CUSIP ____________________); or

     

     ___            
 b.          a Restricted
Definitive Security

     ___            
 c.          an
Unrestricted Definitive Security,

     

     

    each in
accordance with the terms of the Indenture.

     

     

     

    
 

    
      
         


      

      
        84

        
          

        

      

      
         


      

    

     

     

     

     

    
 

    EXHIBIT
B

     

    FORM
OF CERTIFICATE OF EXCHANGE

     

    


     

    Ralcorp
Holdings Inc.

    800
Market Street, Suite 2800

    St.
Louis, Missouri  63101

    


    Deutsche
Bank Services Tennessee Inc.

    648
Grassmere Park Road

    Nashville,
TN USA 37211

    Attention:
Transfer Department

    


     

    Re: __
Notes due 20__

     

    Reference
is hereby made to the Indenture, dated as of [•] (the “Indenture”), among Cable
Holdco, Inc., (the “Company”), and Deutsche Bank Trust Company Americas, as
trustee.  Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

     

    _____________________________________
(the “Owner”) owns and proposes to exchange the Securities or interest in such
Securities specified herein, in the principal amount of $___________________ in
such Securities or interests (the “Exchange”).  In connection with the
Exchange, the Owner hereby certifies that:

     

    1.          Exchange
of Restricted Definitive Securities or Beneficial Interests in a Restricted
Global Security for Unrestricted Definitive Securities or Beneficial Interests
in an Unrestricted Global Security

     

    ___                   a.          Check
if Exchange is from beneficial interest in a Restricted Global Security to
beneficial interest in an Unrestricted Global Security.  In connection
with the Exchange of the Owner’s beneficial interest in a Restricted Global
Security for a beneficial interest in an Unrestricted Global Security in an
equal principal amount at maturity, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner’s own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Global Securities and pursuant to and in
accordance with the United States Securities Act of 1933 (the “Securities Act”),
(iii) the restrictions on transfer contained in the Indenture and the legend set
forth in Section 206 are not required in order to maintain compliance with the
Securities Act and (iv) the beneficial interest in an Unrestricted Global
Security is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.

     

    ___                   b.          Check
if Exchange is from beneficial interest in a Restricted Global Security to
Unrestricted Definitive Security.  In connection with the Exchange of
the Owner’s beneficial interest in a Restricted Global Security for an
Unrestricted Definitive Security, the Owner hereby certifies (i) the Definitive
Security is being acquired for the Owner’s own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Securities and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the legend set forth in Section 206 are not required in order to
maintain compliance with the Securities Act and (iv) the Definitive Security is
being acquired in compliance with any applicable blue sky securities laws of any
state of the United States.

     

     

     

    
 

    
      
         


      

      
        85

        
          

        

      

      
         


      

    

     

     

     

     

    
 

    ___                   c.           Check
if Exchange is from Restricted Definitive Security to beneficial interest in an
Unrestricted Global Security.  In connection with the Owner’s Exchange
of a Restricted Definitive Security for a beneficial interest in an Unrestricted
Global Security, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Securities and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the legend set forth in Section 206 are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

     

    ___                   d.           Check
if Exchange is from Restricted Definitive Security to Unrestricted Definitive
Security.  In connection with the Owner’s Exchange of a Restricted
Definitive Security for an Unrestricted Definitive Security, the Owner hereby
certifies (i) the Unrestricted Definitive Security is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to Restricted Definitive
Securities and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the legend set forth in
Section 206 are not required in order to maintain compliance with the Securities
Act and (iv) the Unrestricted Definitive Security is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

     

    2.          Exchange
of Restricted Definitive Securities or Beneficial Interests in Restricted Global
Securities for Restricted Definitive Securities or Beneficial Interests in
restricted global Securities

     

    ___                   a.           Check
if Exchange is from beneficial interest in a Restricted Global Security to a
Restricted Definitive Security.  In connection with the Exchange of
the Owner’s beneficial interest in a restricted Global Security for a Restricted
Definitive Security with an equal principal amount at maturity, the Owner hereby
certifies that the Restricted Definitive Security is being acquired for the
Owner’s own account without transfer.  Upon consummation of the
proposed Exchange in accordance with the terms of the Indenture, the Restricted
Definitive Security issued will continue to be subject to the restrictions on
transfer enumerated in the legend set forth in Section 206 printed on the
Restricted Definitive Security and in the Indenture and the Securities
Act.

     

    ___                   b.           Check
if Exchange is from Restricted Definitive Security to beneficial interest in a
Restricted Global Security.  In connection with the Exchange of the
Owner’s Restricted Definitive Security for a beneficial interest in the [CHECK
ONE]:

     

     ___                   144A
Global Note;

     

     ___                   Regulation
S Global Note;

     

    with an
equal principal amount at maturity, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner’s own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Securities and
pursuant to and in accordance with the Securities Act, and in compliance with
any applicable blue sky securities laws of any state of the United
States.  Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the beneficial interest issued will be subject to
the restrictions on transfer enumerated in the legend set forth in Section 206
printed on the relevant Restricted Global Security and in the Indenture and the
Securities Act.

     

     

     

     

    
      
         


      

      
        86

        
          

        

      

      
         


      

    

     

     

     

     

    
 

    This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company.

     

    
       

      
        	Dated:	 	 
	 	 	 
	 	 	 
	As
    Transferor	 
	 	 	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


      

    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         


      

      
        87

        
          

        

      

      
         


      

    

     

     

     

     

     

    EXHIBIT
C

     

    FORM
OF GUARANTEE

     

    This
Subsidiary Guarantee (this “Subsidiary Guarantee”) is
made as of [August 4, 2008] by each of the corporations that is a signatory
hereto (individually, a “Subsidiary Guarantor”;
collectively, the “Subsidiary
Guarantors”), in favor of each Holders (as hereinafter
defined).

     

    RECITALS:

     

                  A.  
Cable Holdco, Inc. (the “Company”), has entered into
that certain Indenture, dated [August 4, 2008] (as from time to time amended,
restated, supplemented or otherwise modified, the “Indenture”) between the
Company and Deutsche Bank Trust Company Americas (the “Trustee”), providing for,
inter alia, the issue
and sale by the Company of $577,500,000 aggregate principal amount of its 7.29%
Notes due 2018, $20,000,000 in aggregate principal amount of its Floating Rate
Notes due 2018 and $67,000,000 in aggregate principal amount of its 7.39% Notes
due 2020 (collectively, the “Securities”), which was
supplemented by the First Supplemental Indenture between Ralcorp Mailman, LLC
and the Trustee dated [August 4, 2008] and will be supplemented by a Second
Supplemental Indenture between Ralcorp Holdings, Inc. and the Trustee
simultaneously with the execution of the Subsidiary Guarantee.  Each
term used but not otherwise defined herein shall have the meaning ascribed to
such term by the Indenture;

     

                  B.  
Each of the Subsidiary
Guarantors is a Subsidiary of the Company and will receive substantial and
direct benefits from the issuance of the Securities contemplated by the
Indenture and is entering into this Subsidiary Guarantee to induce the Holders
to purchase the Securities of the Company thereunder; and

     

                  C.  
The execution and delivery of
this Subsidiary Guarantee is a requirement pursuant to Sections 1011 and 1018 of
the Indenture upon the merger of Ralcorp Mailman LLC with and into Ralcorp
Holdings, Inc.;

    


    NOW, THEREFORE, in consideration of
the foregoing and other good and valuable consideration and as an inducement to
the Trustee on behalf of the Holders to enter into the Indenture and to the
Holders to purchase the Securities, each Subsidiary Guarantor, jointly and
severally, hereby agrees as follows:

    


                     1.
Each Subsidiary Guarantor hereby
absolutely, irrevocable and unconditionally guarantees prompt, full and complete
(i) performance of all obligations of the Company under and pursuant to the
Indenture, and (ii) payment when due, whether at stated maturity, upon
acceleration or otherwise, and at all times thereafter, of (a) the principal of,
interest on and premium, if any, in respect of, the Securities held by the
Holders of the Company and (b) all other amounts from time to time owing to the
Holders by the Company under the Indenture (collectively, the “Guaranteed
Obligations”).  This is a guaranty of payment, not a guaranty
of collection.

     

     

     

    
 

    
      
         


      

      
        88

        
          

        

      

      
         


      

    

     

     

     

     

    
 

                     2.
Each Subsidiary Guarantor waives
notice of the acceptance of this Subsidiary Guarantee and of the extension or
incurrence of the Guaranteed Obligations or any part thereof.  Each
Subsidiary Guarantor further waives all setoffs and counterclaims and
presentment, protest, notice, filing of claims with a court in the event of
receivership, bankruptcy or reorganization of the Company, demand or action on
delinquency in respect of the Guaranteed Obligations or any part thereof,
including any right to require the Holders to sue the Company, any other
Subsidiary Guarantor or any other Person obligated with respect to the
Guaranteed Obligations or any part thereof, or otherwise to enforce payment
thereof against any collateral securing the Guaranteed Obligations or any part
thereof.

    


                     3.
Each Subsidiary Guarantor hereby
agrees that, to the fullest extent permitted by law, its obligations hereunder
shall be continuing, absolute and unconditional under any and all circumstances
and not subject to any reduction, limitation, impairment, termination, defense
(other than indefeasible payment in full), setoff, counterclaim or recoupment
whatsoever (all of which are hereby expressly waived by it to the fullest extent
permitted by law), whether by reason of any claim of any character whatsoever,
including, without limitation, any claim of waiver, release, surrender,
alteration or compromise.  The validity and enforceability of this
Subsidiary Guarantee shall not be impaired or affected by any of the
following:  (a) any extension, modification or renewal of, or
indulgence with respect to, or substitution for, the Guaranteed Obligations or
any part thereof or any agreement relating thereto at any time; (b) any failure
or omission to perfect or maintain any lien on, or preserve rights to, any
security or collateral or to enforce any right, power or remedy with respect to
the Guaranteed Obligations or any part thereof or any agreement relating
thereto, or any collateral securing the Guaranteed Obligations or any part
thereof; (c) any waiver of any right, power or remedy or of any Default with
respect to the Guaranteed Obligations or any part thereof or any agreement
relating thereto or with respect to any collateral securing the Guaranteed
Obligations or any part thereof; (d) any release, surrender, compromise,
settlement, waiver, subordination or modification, with or without
consideration, of any collateral securing the Guaranteed Obligations or any part
thereof, any other guaranties with respect to the Guaranteed Obligations or any
part thereof, or any other obligations of any person or entity with respect to
the Guaranteed Obligations or any part thereof; (e) the enforceability or
validity of the Guaranteed Obligations or any part thereof or the genuineness,
enforceability or validity of any agreement relating thereto or with respect to
any collateral securing the Guaranteed Obligations or any part thereof; (f) the
application of payments received from any source to the payment of indebtedness
other than the Guaranteed Obligations, any part thereof or amounts which are not
covered by this Subsidiary Guarantee even though the Holders might lawfully have
elected to apply such payments to any part or all of the Guaranteed Obligations
or to amounts which are not covered by this Subsidiary Guarantee; (g) any change
of ownership of the Company or the insolvency, bankruptcy or any other change in
the legal status of the Company; (h) any change in, or the imposition of,
any law, decree, regulation or other governmental act which does or might
impair, delay or in any way affect the validity, enforceability or the payment
when due of the Guaranteed Obligations; (i) the failure of the Company to
maintain in full force, validity or effect or to obtain or renew when required
all governmental and other approvals, licenses or consents required in
connection with the Guaranteed Obligations or this Subsidiary Guarantee, or to
take any other action required in connection with the performance of all
obligations pursuant to the Guaranteed Obligations or this Subsidiary Guarantee;
(j) the existence of any claim, setoff or other rights which any Subsidiary
Guarantor may have at any time against the Company or any other Subsidiary
Guarantor or any other Person in connection herewith or with any unrelated
transaction; (k) the Holders’ election, in any case or proceeding instituted
under chapter 11 of the United States Bankruptcy Code, of the application
of Section 1111(b)(2) of the United States Bankruptcy Code; (l) any
borrowing, use of cash collateral, or grant of a security interest by the
Company, as debtor in possession, under Section 363 or 364 of the United
States Bankruptcy Code; (m) the disallowance of all or any portion of any
of the Holders’ claims for repayment of the Guaranteed Obligations under Section
502 or 506 of the United States Bankruptcy Code; or (n) any other fact or
circumstance which might otherwise constitute grounds at law or equity for the
discharge or release of any Subsidiary Guarantor from its obligations hereunder,
all whether or not such Subsidiary Guarantor shall have had notice or knowledge
of any act or omission referred to in the foregoing clauses (a) through (n) of
this paragraph.  It is agreed that each Subsidiary Guarantor’s
liability hereunder is independent of each other Subsidiary Guarantor’s
liability hereunder with respect to the Guaranteed Obligations and any other
guaranties or other obligations at any time in effect with respect to the
Guaranteed Obligations or any part thereof, and that each Subsidiary Guarantor’s
liability hereunder may be enforced regardless of the existence, validity,
enforcement or non-enforcement of any such other guaranties or other obligations
or any provision of any applicable law or regulation purporting to prohibit
payment by the Company of the Guaranteed Obligations in the manner agreed upon
among the Holders and the Company.

     

     

     

    
 

    
      
         


      

      
        89

        
          

        

      

      
         


      

    

     

     

     

     

     

                     4.
Credit may be granted or
continued from time to time by the Holders to the Company without notice to or
authorization from any Subsidiary Guarantor regardless of the Company’s
financial or other condition at the time of any such grant or
continuation.  No Holder shall have an obligation to disclose or
discuss with any Subsidiary Guarantor its assessment of the financial condition
of the Company.

    


                     5.
Until the irrevocable payment in
full of all obligations under the Indenture, the Subsidiary Guarantors shall
have no right of subrogation with respect to the Guaranteed Obligations and
hereby waive any right to enforce any remedy which the Holders now have or may
hereafter have against the Company, any endorser, any other Subsidiary Guarantor
or any other Subsidiary Guarantor of all or any part of the Guaranteed
Obligations, and the Subsidiary Guarantors hereby waive any benefit of, and any
right to participate in, any security or collateral given to the Holders to
secure payment of the Guaranteed Obligations or any part thereof or any other
liability of the Company to the Holders.  Upon such irrevocable
payment and termination, the Company shall indemnify such Subsidiary Guarantor
for the full amount of any payment made by such Subsidiary Guarantor under this
Subsidiary Guarantee and such Subsidiary Guarantor
shall be subrogated to the rights of the Person to whom such payment shall have
been made to the extent of such payment.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
         


      

      
        90

        
          

        

      

      
         


      

    

     

     

     

     

     

                     6.
Each Subsidiary Guarantor
authorizes the Holders or the Trustee on behalf of the Holders to take any
action or exercise any remedy with respect to any collateral from time to time
securing the Guaranteed Obligations, which the Holders or the Trustee in their
sole discretion shall determine, without notice to any Subsidiary
Guarantor.  Notwithstanding any reference herein to any collateral
securing any of the Guaranteed Obligations, it is acknowledged that, on the date
hereof, none of the  Subsidiary Guarantor has granted, or has any
obligation to grant, any security interest in or other lien on any of its
property as security for the Guaranteed Obligations.

    


                     7.
In the event the Holders in their
sole discretion elect to give notice of any action with respect to any
collateral securing the Guaranteed Obligations or any part thereof, ten (10)
days’ written notice mailed to the Subsidiary Guarantors by ordinary mail at the
address shown hereon shall be deemed reasonable notice of any matters contained
in such notice.  Each Subsidiary Guarantor consents and agrees that no
Holder shall be under any obligation to marshall any assets in favor of any
Subsidiary Guarantor or against or in payment of any or all of the Guaranteed
Obligations.

    


                     8.
In the event that acceleration of
the time for payment of any of the Guaranteed Obligations is stayed upon the
insolvency, bankruptcy or reorganization of the Company, or otherwise, all such
amounts shall nonetheless be payable by each Subsidiary Guarantor forthwith upon
demand by the Holders or the Trustee acting on behalf of the
Holders.  Each Subsidiary Guarantor further agrees that, to the extent
that the Company makes a payment or payments to any of the Holders or the
Trustee acting on behalf of the Holders on the Guaranteed Obligations, or the
Holders or the Trustee acting on behalf of the Holders receive any proceeds of
collateral securing the Guaranteed Obligations, which payment or receipt of
proceeds or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required to be returned or repaid to
such Company, its estate, trustee, receiver, debtor in possession or any other
party, including, without limitation, each Subsidiary Guarantor, under any
insolvency or bankruptcy law, state or federal law, common law or equitable
cause, then to the extent of such payment, return or repayment, the obligation
or part thereof which has been paid, reduced or satisfied by such amount shall
be reinstated and continued in full force and effect as of the date when such
initial payment, reduction or satisfaction occurred.

    


                     9.
No delay on the part of the
Holders or the Trustee acting on behalf of the Holders in the exercise of any
right, power or remedy shall operate as a waiver thereof, and no single or
partial exercise by the Holders or the Trustee acting on behalf of the Holders
of any right, power or remedy shall preclude any further exercise thereof, nor
shall any amendment, supplement, modification or waiver of any of the terms or
provisions of this Subsidiary Guarantee be binding upon the Holders or the
Trustee acting on behalf of the Holders, except as expressly set forth in a
writing duly signed and delivered by the Trustee.  The failure by the
Holders or the Trustee acting on behalf of the Holders at any time or times
hereafter to require strict performance by the Company or any Subsidiary
Guarantor of any of the provisions, warranties, terms and conditions contained
in any promissory note, security agreement, agreement, guaranty, instrument or
document now or at any time or times hereafter executed pursuant to the terms
of, or in connection with, the Indenture by the Company or any Subsidiary
Guarantor and delivered to the Holders or the Trustee acting on behalf of the
Holders shall not waive, affect or diminish any right of the Holders or the
Trustee acting on behalf of the Holders at any time or times hereafter to demand
strict performance thereof, and such right shall not be deemed to have been
waived by any act or knowledge of the Holders or the Trustee acting on behalf of
the Holders, their agents, officers or employees, unless such waiver is
contained in an instrument in writing duly signed and delivered by the
Trustee.  No waiver by the Holders or the Trustee acting on behalf of
the Holders of any Default shall operate as a waiver of any other Default or the
same Default on a future occasion, and no action by the Holders or the Trustee
acting on behalf of the Holders permitted hereunder shall in any way affect or
impair the Holders’ or the Trustee’s rights or powers, or the obligations of any
Subsidiary Guarantor under this Subsidiary Guarantee.  Any
determination by a court of competent jurisdiction of the amount of any
Guaranteed Obligations owing by the Company to the Holders or the Trustee acting
on behalf of the Holders shall be conclusive and binding on each Subsidiary
Guarantor irrespective of whether such Subsidiary Guarantor was a party to the
suit or action in which such determination was made.

     

     

     

    
 

    
      
         


      

      
        91

        
          

        

      

      
         


      

    

     

     

     

     

     

                     10.Each Subsidiary Guarantor (a “Contributing Subsidiary
Guarantor”) agrees (subject to the last sentence of this Section) that,
in the event a payment shall be made by any other Subsidiary Guarantor under
this Subsidiary Guarantee and such other Subsidiary Guarantor (the “Claiming Subsidiary
Guarantor”) shall not have been fully indemnified by the Company as
provided in Section 5, the Contributing Subsidiary Guarantor shall
indemnify the Claiming Subsidiary Guarantor in an amount equal to the amount of
such payment multiplied by a fraction of which the numerator shall be the net
worth of the Contributing Subsidiary Guarantor on the date hereof and the
denominator shall be the aggregate net worth of all the Subsidiary Guarantors on
the date hereof (or, in the case of any Subsidiary Guarantor becoming a party
hereto pursuant to Section 21, the date of the Supplement hereto executed
and delivered by such Subsidiary Guarantor).  Any Contributing
Subsidiary Guarantor making any payment to a Claiming Subsidiary Guarantor
pursuant to this Section shall be subrogated to the rights of such Claiming
Subsidiary Guarantor under Section 5 to the extent of such
payment.  Notwithstanding any provision of this Agreement to the
contrary, all rights of the Subsidiary Guarantors under Section 5 and this
Section and all other rights of indemnity, contribution or subrogation under
applicable law or otherwise relating to or arising out of performance of this
Subsidiary Guarantee, shall be fully subordinated to the indefeasible payment in
full in cash of the Guaranteed Obligations.  No failure on the part of
the Company or any Subsidiary Guarantor to make the payments required by
Section 5 or this Section 10 (or any other payments required under
applicable law or otherwise) shall in any respect limit the obligations and
liabilities of any Subsidiary Guarantor with respect to this Subsidiary
Guarantee, and each Subsidiary Guarantor shall remain liable for the full amount
of the obligations of such Subsidiary Guarantor under this Subsidiary
Guarantee.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
         


      

      
        92

        
          

        

      

      
         


      

    

     

     

     

    
 

                     11.Subject to the provisions of
Section 8, this Subsidiary Guarantee shall continue in effect until the
Guaranteed Obligations have been satisfied in full and the other conditions of
this Subsidiary Guarantee have been satisfied provided that a Subsidiary
Guarantor may be released pursuant to and in accordance with Section 1011
of the Indenture.

    


                     12.Each Subsidiary Guarantor agrees to pay
all costs, fees and expenses (including attorneys’ fees and time charges which
attorneys may be employees of a Holder or the Trustee) incurred by the Holders
or the Trustee in collecting or enforcing the obligations of each Subsidiary
Guarantor under this Subsidiary Guarantee.

    


                     13.This Subsidiary Guarantee shall bind
each Subsidiary Guarantor and its successors and assigns and shall inure to the
benefit of the Holders or the Trustee acting on behalf of the Holders and their
respective successors and assigns.  All references herein to the
Company shall be deemed to include its successors and assigns including, without
limitation, a receiver, trustee or debtor in possession of or for the
Company.

    


                     14.THIS SUBSIDIARY GUARANTEE SHALL BE
DEEMED TO HAVE BEEN MADE AT NEW YORK, NEW YORK, AND SHALL BE CONSTRUED AND THE
RIGHTS AND LIABILITIES OF THE HOLDERS AND THE SUBSIDIARY GUARANTORS DETERMINED,
IN ACCORDANCE WITH THE LAWS, WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS, OF
THE STATE OF NEW YORK.  EACH SUBSIDIARY GUARANTOR CONSENTS TO THE
JURISDICTION OF ANY STATE COURT LOCATED WITHIN NEW YORK, AND ANY FEDERAL COURT
IN THE SOUTHERN DISTRICT OF NEW YORK, WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS UPON IT, AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY
MESSENGER OR BY REGISTERED MAIL DIRECTED TO SUCH SUBSIDIARY GUARANTOR AT THE
ADDRESS INDICATED BELOW, AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED
THREE (3) DAYS AFTER THE SAME SHALL HAVE BEEN POSTED AS
AFORESAID.  EACH SUBSIDIARY GUARANTOR WAIVES ANY OBJECTION BASED ON
FORUM NON CONVENIENS
AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED
HEREUNDER.  NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF THE
HOLDERS OR THE TRUSTEE ACTING ON BEHALF OF THE HOLDERS TO SERVE LEGAL PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW  OR AFFECT THE RIGHT OF THE HOLDERS
OR THE TRUSTEE ACTING ON BEHALF OF THE HOLDERS TO BRING ANY ACTION OR PROCEEDING
AGAINST ANY SUBSIDIARY GUARANTOR OR ITS RESPECTIVE PROPERTY IN THE COURTS OF ANY
OTHER JURISDICTION.

    


                     15.EACH SUBSIDIARY GUARANTOR AND, BY THEIR
ACCEPTANCE HEREOF, THE HOLDERS AND THE TRUSTEE ACTING ON BEHALF OF THE HOLDERS,
WAIVE TRIAL BY JURY WITH RESPECT TO DISPUTES ARISING HEREUNDER.

     

     

     

    
 

    
      
         


      

      
        93

        
          

        

      

      
         


      

    

     

     

     

     

    
 

                     16.Whenever possible, each provision of
this Subsidiary Guarantee shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Subsidiary
Guarantee shall be prohibited by or invalid under such  law, such
provision shall be ineffective to the extent of such prohibition or invalidity
without invalidating the remainder of such provision or the remaining provisions
of this Subsidiary Guarantee.

    


                     17.Except as otherwise expressly provided
herein, any notice required or desired to be served, given or delivered to any
party hereto under this Subsidiary Guarantee shall be in writing by facsimile,
U.S. mail or overnight courier and addressed or delivered to such party
(a) if to the Trustee, at its address set forth in the Indenture, or
(b) if to any Subsidiary Guarantor, at Ralcorp Holdings, Inc., 800 Market
Street, Suite 2900, St. Louis, MO 63101, Attention: Treasury, or to such
other address as the Trustee or any Subsidiary Guarantor designates in
writing.  All notices by United States mail shall be sent certified
mail, return receipt requested.  All notices hereunder shall be
effective upon delivery or refusal of receipt.

    


                     18.It is understood that while the amount
of the Guaranteed Obligations guaranteed hereby is limited, if in any action or
proceeding involving any state, federal or foreign bankruptcy, insolvency or
other law affecting the rights of creditors generally, this Subsidiary Guarantee
would be held or determined to be void, invalid or unenforceable on account of
the amount of the aggregate liability under this Subsidiary Guarantee with
respect to one or more of the Subsidiary Guarantors, then, notwithstanding any
other provision of this Subsidiary Guarantee to the contrary, the aggregate
amount of such liability shall, with respect to any such Subsidiary Guarantor,
without any further action of the Holders, the Trustee acting on behalf of the
Holders or any other Person, be automatically limited and reduced with respect
to any such Subsidiary Guarantor to the highest amount which is valid and
enforceable as determined in such action or proceeding.

    


                     19.Pursuant to Section 1011 of the
Indenture, certain Subsidiaries are from time to time required to enter into
this Subsidiary Guarantee as a Subsidiary Guarantor.  Upon execution
and delivery after the date hereof by the Holders and a Subsidiary of an
instrument in the form of the Subsidiary Guarantee Supplement hereto, such Subsidiary
shall become a Subsidiary Guarantor hereunder with the same force and effect as
if originally named as a Subsidiary Guarantor herein.  The execution
and delivery of any instrument adding an additional Subsidiary Guarantor as a
party to this Agreement shall not require the consent of any Subsidiary
Guarantor hereunder or of any Holder or the Trustee.  The rights and
obligations of each Subsidiary Guarantor hereunder shall remain in full force
and effect notwithstanding the addition of any new Subsidiary Guarantor as a
party hereto.

    


    [signature
page to follow]

     

     

     

     

    
 

    
      
         


      

      
        94

        
          

        

      

      
         


      

    

     

     

     

     

     

    IN WITNESS WHEREOF, each Subsidiary
Guarantor has executed this Subsidiary Guarantee as of the date first above
written.

     

    


    
      	 	
              Bremner
      Food Group,
      Inc.

            
	 	 
      	 
      
	 	 
      	 
      
	 	
              By:

            	 
      
	 	 
      	
               Its:

            
	 	 
      	 
      
	 	
              FLAVOR
      HOUSE PRODUCTS,
      INC.

            
	 	 
      	 
      
	 	 
      	 
      
	 	
              By:

            	 
      
	 	 
      	
               Its:

            
	 	 
      	 
      
	 	
              NUTCRACKER
      BRANDS,
      INC.

            
	 	 
      	 
      
	 	 
      	 
      
	 	
              By:

            	 
      
	 	 
      	
               Its:

            
	 	 
      	 
      
	 	
              RH
      FINANCIAL
      CORPORATION

            
	 	 
      	 
      
	 	 
      	 
      
	 	
              By:

            	 
      
	 	 
      	
               Its:

            
	 	 
      	 
      
	 	
              RIPON FOODS,
      INC.

            
	 	 
      	 
      
	 	 
      	 
      
	 	
              By:

            	 
      
	 	 
      	
               Its:

            


    

     

     

     

     

    
      
        
        

      

      
        95

        
          

        

      

      
        
        

      

       

       

       

       

       

    

    
      	 	
              SUGAR
      KAKE
      COOKIE,
      INC.

            
	 	 
      	 
      
	 	 
      	 
      
	 	
              By:

            	 
      
	 	 
      	
               Its:

            
	 	 
      	 
      
	 	
              HERITAGE
      WAFERS,
      LLC

            
	 	 
      	 
      
	 	 
      	 
      
	 	
              By:

            	 
      
	 	 
      	
               Its:

            
	 	 
      	 
      
	 	
              THE
      CARRIAGE
      HOUSE
      COMPANIES,
      INC.

            
	 	 
      	 
      
	 	 
      	 
      
	 	
              By:

            	 
      
	 	 
      	
               Its:

            
	 	 
      	 
      
	 	
              Ralcorp
      Frozen Bakery Products, Inc.

            
	 	 
      	 
      
	 	 
      	 
      
	 	
              By:

            	 
      
	 	 
      	
               Its:

            
	 	 
      	 
      
	 	
              Community
      Shops, Inc.

            
	 	 
      	 
      
	 	 
      	 
      
	 	
              By:

            	 
      
	 	 
      	
               Its:

            
	 	 
      	 
      
	 	
              The
      Bun Basket, Inc.

            
	 	 
      	 
      
	 	 
      	 
      
	 	
              By:

            	 
      
	 	 
      	
               Its:

            
	 	 
      	 
      
	 	
              Lofthouse
      Bakery Products, Inc.

            
	 	 
      	 
      
	 	 
      	 
      
	 	
              By:

            	 
      
	 	 
      	
               Its:

            


    

     

     

     

     

    
      
        
        

      

      
        96

        
          

        

      

      
        
        

      

       

       

       

       

       

    

    
      	 	Medallion
      Foods, Inc.
	 	 	 
	 	 	 
	 	
              By:

            	 
      
	 	 
      	
               Its:

            
	 	 
      	 
      
	 	
              Parco
      Foods, L.L.C.

            
	 	 
      	 
      
	 	 
      	 
      
	 	
              By:

            	 
      
	 	 
      	
               Its:

            
	 	 
      	 
      
	 	
              Cottage
      Bakery, Inc.

            
	 	 
      	 
      
	 	 
      	 
      
	 	
              By:

            	 
      
	 	 
      	
               Its:

            
	 	 
      	 
      
	 	 
      	 
      
	 	
              Lovin
      Oven, LLC

            
	 	 
      	 
      
	 	 
      	 
      
	 	
              By:

            	 
      
	 	 
      	
               Its:

            
	 	 
      	 
      
	 	
              Bloomfield
      Bakers, A California Limited Partnership

            
	 	 
      	 
      
	 	 
      	 
      
	 	
              By:

            	 
      
	 	 
      	
               Its:

            
	 	 
      	 
      
	 	 
      	 
      
	 	
              Post
      Foods LLC (formerly known as Cable Newco
      LLC)

            
	 	 
      	 
      
	 	 
      	 
      
	 	
              By:

            	 
      
	 	 
      	
               Its:

            


    

    
      
        
        

      

       

       

       

      


      
        
          
             


          

          
            97

            
              

            

          

          
             


          

        

      

       

       

       

       

      


    

    
      The
undersigned hereby acknowledges the foregoing Subsidiary Guarantee and agrees to
Section 5 thereof as of the date first written above.

    

     

     

    
      	 	RALCORP
      HOLDINGS,
      INC.
	 	 
	 	By:	 
	 	 	Its:


    

     

     

    The
undersigned hereby acknowledges the foregoing Subsidiary Guarantee as of the
date first written above.

     

    
       

      
        
          	 	DEUTSCHE
      BANK TRUST COMPANY AMERICAS, as Trustee	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	By: 	 	 
	 	 	Name:	 
	 	 	Title:	 


        

      

    

     

     

     

     

    
      
        
        

      

      
        98

        
          

        

      

      
        
        

      

    

     

     

     

     

     

    SUBSIDIARY
GUARANTEE
SUPPLEMENT

     

    
      To the
Trustee (as hereinafter defined)

    

     

    Ladies
and Gentlemen:

    Cable
Holdco, Inc., a Missouri corporation (the “Company”), issued
$577,500,000 aggregate principal amount of its 7.29% Notes due 2018, $20,000,000
in aggregate principal amount of its Floating Rate Notes due 2018 and
$67,000,000 in aggregate principal amount of its 7.39% Notes due 2020
(collectively, the “Securities”) pursuant to that
certain Indenture, dated as of [August 4, 2008] (the “Indenture”) between the
Company and Deutsche Bank Trust Company Americas (the “Trustee”).

    The
Trustee acting on behalf of the Holders required that ________________ enter
into a Subsidiary Guarantee as security for the Securities (the “Subsidiary
Guarantee”).

    Pursuant
to Section 1011 of the Indenture, the Company has agreed to cause the
undersigned, _________________, a ___________________ organized under the laws
of ____________________ (the “Additional Guarantor”), to
join in the Subsidiary Guarantee.  In accordance with the requirements
of the Subsidiary Guarantee, the Additional Guarantor desires to amend the
definition of Subsidiary Guarantors (as the same may have been heretofore
amended) set forth in the Subsidiary Guarantee attached hereto so that at all
times from and after the date hereof, the Additional Guarantor shall be jointly
and severally liable as set forth in the Subsidiary Guarantee for the
obligations of the Company under and pursuant to the Indenture and the
Securities to the extent and in the manner set forth in the Subsidiary
Guarantee.

    The
undersigned is the duly elected __________________ of the Additional Guarantor,
a Subsidiary or Affiliate of the Company, and is duly authorized to execute and
deliver this Subsidiary Guarantee Supplement to each of you.  The
execution by the undersigned of this Subsidiary Guarantee Supplement shall
evidence its consent to and acknowledgment and approval of the terms set forth
herein and in the Subsidiary Guarantee.

    Upon
execution of this Subsidiary Guarantee Supplement, the Subsidiary Guarantee
shall be deemed to be amended as set forth above.  Except as amended
herein, the terms and provisions of the Subsidiary Guarantee are hereby
ratified, confirmed and approved in all respects.

    Any and
all notices, requests, certificates and other instruments (including the
Securities) may refer to the Subsidiary Guarantee without making specific
reference to this Subsidiary Guarantee Supplement, but nevertheless all such
references shall be deemed to include this Subsidiary Guarantee Supplement
unless the context shall otherwise require.

    Dated:  _________________,
_____.

     

    
    

     

    
      	 	[NAME OF ADDITIONAL GUARANTOR]
	 	 	 
	 	 	 
	 	By	 
	 	 	Its


    

     

     

     

    


    
      
        
           


        

        
          99

          
            

          

        

        
           


        

      

    

     

     

     

     

    


    
      The
undersigned hereby acknowledges the foregoing Subsidiary Guarantee Supplement as
of the date first written above.

    

    


     

    
      
        	 	DEUTSCHE BANK TRUST
      COMPANY AMERICAS, as Trustee	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


      

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          100

          
            

          

        

        
          
          

        

      

    

     

     

     

     

     

    EXHIBIT
D

     

    FORM
OF FIRST SUPPLEMENTAL INDENTURE

     

    THIS
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of
[August 4], 2008, by and between Ralcorp Mailman LLC (the “Company”), and
Deutsche Bank Trust Company Americas (the “Trustee”).

     

    RECITALS

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    2.          Effect of Supplemental
Indenture.  As of and after the Effective Time, (i) the
Indenture is modified in 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; and (v) every holder of Securities heretofore or hereafter under the
Indenture shall be bound by this Supplemental Indenture.

     

     

     

     

    
      
         


      

      
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    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 (the
“Company”).  Pursuant to the First Supplemental Indenture, dated as of
[August 4], 2008, the Company has assumed the obligations of Cable Holdco and
the performance of every covenant and condition of the Indenture on the part of
Cable Holdco 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.

     

    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.

     

    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 MAILMAN
      LLC	 
	 	 	 	 
	 	By: 	 	 
	 	 	Name:	 
	 	 	Title:	 


    

     

     

     

     

    
      
         


      

      
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      	 	DEUTSCHE BANK TRUST
      COMPANY AMERICAS, as Trustee	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	By: 	 	 
	 	 	Name:	 
	 	 	Title:	 


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         


      

      
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    EXHIBIT
E

     

    FORM
OF 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:

     

     

     

    
 

    
      
         


      

      
        104

        
          

        

      

      
         


      

    

     

     

     

     

    
 

    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.

     

    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.

     

     

     

    
 

    
      
         


      

      
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    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.

     

    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:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 	 	 
	 	DEUTSCHE BANK TRUST
      COMPANY AMERICAS, as Trustee	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


      

       

       

       

       

       

       

    

    106