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EXHIBIT 10.26
CONFORMED COPY
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SUPPLEMENTAL INDENTURE
DATED AS OF APRIL 24, 1998
BETWEEN
DEL MONTE FOODS COMPANY,
A DELAWARE CORPORATION,
AS ISSUER
AND
MARINE MIDLAND BANK,
AS TRUSTEE
$230,000,000
12-1/2% SENIOR DISCOUNT NOTES DUE 2007
SERIES B 12-1/2% SENIOR DISCOUNT NOTES DUE 2007
SUPPLEMENTAL TO INDENTURE, DATED AS OF DECEMBER 17, 1997
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This SUPPLEMENTAL INDENTURE, dated as of April 24, 1998, between Del Monte
Foods Company, a Delaware corporation ("DMFC"), and Marine Midland Bank, as
trustee (the "Trustee"), supplements the Indenture dated as of December 17,
1997 (as amended, modified and supplemented to the date hereof, the
"Indenture") between Del Monte Foods Company, a Maryland corporation (the
"Company") , and the Trustee.
WHEREAS, the Indenture was originally executed and delivered by the
Company to provide for the issuance from time to time of its notes, to be
issued in one or more series;
WHEREAS, two series of notes of the Company have been created under the
Indenture, known and designated as "12-1/2% Senior Discount Notes due 2007" and
"Series B 12-1/2% Senior Discount Notes due 2007";
WHEREAS, Section 5.01(a)(1)(B)(y) of the Indenture provides that if the
Company shall merge into another corporation, the corporation into which the
Company is merged shall expressly assume the due and punctual payment of the
principal of and premium, if any, and interest on all of the Notes and the
performance of every covenant contained in the Notes, the Indenture and the
Registration Rights Agreement on the part of the Company to be performed or
observed; and
WHEREAS, it has been determined that the Company will merge (the "Merger")
with and into DMFC and, in connection therewith, DMFC will assume all of the
obligations of the Company under the Notes, the Indenture and the Registration
Rights Agreement.
NOW THEREFORE, in consideration of the mutual agreements herein contained,
the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. For all purposes of this Supplemental Indenture,
terms used herein in capitalized form and defined in the Indenture shall have
the meanings specified in the Indenture unless otherwise therein or herein
expressly provided.
ARTICLE II
EFFECTIVENESS
Section 2.1. When Effective. This Supplemental Indenture shall be
effective as of the date (the "Effective Date") of, and simultaneously with,
the effectiveness of the Merger.
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ARTICLE III
ASSUMPTION BY DMFC
Section 3.1. Responsibility. From and after the Effective Date, DMFC
shall assume the due and punctual payment of the principal of and premium, if
any, and interest on all of the Notes and the performance of every covenant in
the Notes, the Indenture and the Registration Rights Agreement on the part of
the Company to be performed and observed, all in accordance with the tenor of
the Notes, the Indenture and the terms of the Registration Rights Agreement.
ARTICLE IV
MISCELLANEOUS
Section 4.1. Confirmation of Indenture. Except as hereby supplemented and
amended, the Indenture is in all respects ratified and confirmed, and all the
terms and provisions thereof shall be and remain in full force and effect.
Section 4.2. Concerning the Trustee. The Trustee assumes no duties,
responsibilities or liabilities by reason of this Supplemental Indenture other
than as set forth in the Indenture. The Trustee shall not be liable or
responsible for the validity (other than as to due authorization and execution
by the Trustee) or the sufficiency of this Supplemental Indenture or for the
recitals contained herein, all of which recitals are made solely by DMFC.
Section 4.3. Execution and Counterparts. This Supplemental Indenture may
be executed in any number of counterparts, each of which shall be an original;
but such counterparts shall together constitute but one and the same
instrument.
Section 4.4. Notices to DMFC. Any notice or demand which by any provision
of this Supplemental Indenture is required or permitted to be given or served
by the holders of the Notes on DMFC may be given or served by being addressed,
postage prepaid, (until another address is filed by DMFC with the Trustee) to
Del Monte Foods Company at Xxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000,
attention of the Treasurer.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed by their respective officers thereunto duly
authorized, as of the day and year first above written.
DEL MONTE FOODS COMPANY,
a Delaware corporation,
as Issuer
By: /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Vice President, General Counsel
and Secretary
MARINE MIDLAND BANK,
as Trustee
By: /s/ Metin Caner
Metin Caner
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