EXHIBIT 4.2
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OR IN ACCORDANCE WITH SECTION 9.06 OF THE INDENTURE,
(II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO
SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF DEL MONTE CORPORATION.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
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. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (00 XXXXX XXXXXX, XXX XXXX, XXX XXXX) ("DTC"), TO THE COMPANY 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 MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN INSTITUTIONAL
"ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT) OR (C) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S
UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD
REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF
THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO
THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE
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SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED
INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS
ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
TRUSTEE), AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT
OF LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES
IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,
(E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, AND (3) AGREES THAT IT WILL DELIVER TO EACH
PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN THE TIME PERIOD
REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT AFTER THE ORIGINAL ISSUANCE
OF THE NOTES, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE
HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO
THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR,
THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY
SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION," "UNITED STATES," AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION
REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN
VIOLATION OF THE FOREGOING RESTRICTIONS.
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CUSIP No.:
ISIN No.:
DEL MONTE CORPORATION
6-3/4% SENIOR SUBORDINATED NOTE DUE 2015
No. 1 $
Del Monte Corporation, a Delaware corporation (the "Company," which term
includes any successor entity), for value received promises to pay to __________
or registered assigns, the principal sum of Dollars ($_______________),
on February 15, 2015.
Interest Payment Dates: February 15 and August 15 (commencing August 15,
2005) Record Dates: January 31 and July 31
Reference is made to the further provisions of this Note contained herein,
which will for all purposes have the same effect as if set forth at this place.
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IN WITNESS WHEREOF, the Company has caused this Note to be signed manually
or by facsimile by its duly authorized officers.
DEL MONTE CORPORATION
By:______________________________
Name:
Title:
By:______________________________
Name:
Title:
Dated: February 8, 2005
Certificate of Authentication
This is one of the 6-3/4% Senior Subordinated Notes due 2015 referred to
in the within-mentioned Indenture.
DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee
By:______________________________
Authorized Signatory
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(REVERSE OF SECURITY)
6-3/4% SENIOR SUBORDINATED NOTE DUE 2015
(5) Interest. The Company will pay interest on the principal
amount of this Note at the rate per annum shown above.
Interest on the Notes will accrue from the most recent date on
which interest has been paid or, if no interest has been paid,
from February 8, 2005. The Company will pay interest
semi-annually in arrears in cash on each Interest Payment
Date, commencing August 15, 2005. Interest will be computed on
the basis of a 360-day year of twelve 30-day months.
The Company shall pay interest on overdue principal and on overdue
installments of interest from time to time on demand at the rate borne by the
Notes plus 2% per annum and on overdue installments of interest (without regard
to any applicable grace periods) to the extent lawful.
(6) Method of Payment. The Company shall pay interest on the Notes
(except defaulted interest) to the Persons who are the
registered Holders at the close of business on the Record Date
immediately preceding the Interest Payment Date even if the
Notes are cancelled on registration of transfer or
registration of exchange after such Record Date. Holders must
surrender Notes to a Paying Agent to collect principal
payments. The Company shall pay principal and interest in
money of the United States that at the time of payment is
legal tender for payment of public and private debts ("U.S.
Legal Tender"). The Company will pay principal and premium, if
any, on the Notes at the Trustee's office or, at the Company's
option, by wire transfer to an account maintained by the payee
with a bank located in the United States. At the Company's
option, interest may be paid at the Trustee's office, by check
mailed to the registered address of Holders or by wire
transfer to an account maintained by the payee with a bank
located in the United States.
(7) Paying Agent and Registrar. Initially, the Trustee will act as
Paying Agent and Registrar. The Company may change any Paying
Agent, Registrar or co-Registrar without notice to the
Holders.
(8) Indenture and Guarantee. The Company issued the Notes under an
Indenture, dated as of February 8, 2005 (as amended and
supplemented from time to time, the "Indenture"), among the
Company, Del Monte Foods Company ("Holdings"), the Subsidiary
Guarantors (as defined in the Indenture, and collectively with
Holdings, the "Guarantors") and Deutsche Bank Trust Company
Americas, as Trustee (the "Trustee," which term includes any
successor Trustee under the Indenture). This Note is one of a
duly authorized issue of initial Notes of the Company
designated as its 6-3/4% Senior Subordinated Notes due 2015
(the "Initial
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Notes"). The Initial Notes are limited in aggregate principal
amount to $250,000,000. Subject to compliance with the
covenants in the Indenture and to applicable law, the Company
may issue additional notes (the "Additional Notes") under the
Indenture. The Notes include the Initial Notes, the Additional
Notes and the Exchange Notes, as defined below, issued in
exchange for Notes pursuant to the Indenture. The Initial
Notes, Additional Notes and the Exchange Notes are treated as
a single class of securities under the Indenture. Terms herein
are used as defined in the Indenture unless otherwise defined
herein. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to
the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb), as amended (the "TIA"), as in effect on the
date of the Indenture. Notwithstanding anything to the
contrary herein, the Notes are subject to all such terms, and
Holders of Notes are referred to the Indenture and the TIA for
a statement of such terms, including the respective rights,
duties and immunities thereunder of the Company, the
Guarantors, the Trustee and the Holders of the Notes and the
terms upon which the Notes are, and are to be, authenticated
and delivered. The Notes are general unsecured obligations of
the Company. Payment on each Note is guaranteed on a
subordinated basis by Holdings and on a senior subordinated
basis by the Subsidiary Guarantors pursuant to Article Eleven
of the Indenture. The guarantees of the Notes by the
Subsidiary Guarantors will be released in certain
circumstances set forth in the Indenture.
(9) Subordination. The Notes are subordinated in right of payment,
in the manner and to the extent set forth in the Indenture, to
the prior payment in full in cash or Cash Equivalents of all
Senior Debt of the Company, whether outstanding on the date of
the Indenture or thereafter created, incurred, assumed or
guaranteed. Each Holder by his acceptance hereof agrees to be
bound by such provisions and authorizes and expressly directs
the Trustee and the Paying Agent, on his behalf, to take such
action as may be necessary or appropriate to effectuate the
subordination provided for in the Indenture and appoints the
Trustee his attorney-in-fact for such purposes.
(10) Redemption.
(11) Optional Redemption. The Notes will be redeemable, at the
Company's option, in whole at any time or in part from time to
time, on and after February 15, 2010, upon not less than 30
nor more than 60 days' notice, at the following Redemption
Prices (expressed as percentages of the principal amount of
the Notes to be redeemed) if redeemed during the twelve-month
period commencing on February 15 of the years set forth below,
plus, in each case, accrued and unpaid interest thereon, if
any, to the Redemption Date, except that installments of
interest which are due and payable on dates falling on or
prior to the applicable Redemption Date
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will be payable to the persons who were the Holders of record
at the close of business on the relevant Record Dates.
Year Percentage
---- ----------
2010.................. 103.375%
2011.................. 102.250%
2012.................. 101.125%
2013 and thereafter... 100.000%
(12) Optional Redemption Upon Equity Offerings. At any time, or
from time to time, on or prior to February 15, 2008, the
Company may, at its option, use the net cash proceeds of one
or more Equity Offerings to redeem Notes in an aggregate
principal amount equal to up to 35% of the aggregate principal
amount of Notes (including any Additional Notes but excluding
the Exchange Notes) originally issued at a Redemption Price
equal to 106.750% of the principal amount of the Notes to be
redeemed plus accrued and unpaid interest thereon, if any, to
the Redemption Date, except that installments of interest
which are due and payable on dates falling on or prior to the
applicable Redemption Date will be payable to the persons who
were the Holders of record at the close of business on the
relevant Record Dates; provided that Notes in aggregate
principal amount equal to at least 65% of the principal amount
of Notes (excluding any Additional Notes and also excluding
the Exchange Notes) originally issued remains outstanding
immediately after any such redemption.
In order to effect the foregoing redemption with the proceeds of any
Equity Offering, the Company shall make such redemption not more than 150 days
after the consummation of any such Equity Offering.
(13) Optional Redemption Upon Change of Control. At any time, on or
prior to February 15, 2010, the Company may, at its option,
redeem the Notes, in whole, upon the occurrence of a Change of
Control, upon not less than 30 nor more than 60 days prior
notice (but in no event more than 90 days after the occurrence
of such Change of Control) mailed by first-class mail to each
Holder's registered address, at a Redemption Price equal to
100% of the principal amount of the Notes to be redeemed plus
the Applicable Premium as of, and accrued and unpaid interest,
if any, to the date of redemption (the "Change of Control
Redemption Date"), except that installments of interest which
are due and payable on dates falling on or prior to the
applicable Change of Control Redemption Date shall be payable
to the persons who were the Holders of record at the close of
business on the relevant Record Dates.
"Applicable Premium" means, with respect to a Note at any Change of
Control Redemption Date, the excess of (i) the present value at such Change of
Control Redemption Date of (A) the Redemption Price of such Note at February 15,
2010, determined in accordance with
A-7
Section 6(a) hereof and Section 3.07(a) of the Indenture, plus (B) all required
interest payments due on such Note through February 15, 2010, computed using a
discount rate equal to the Treasury Rate plus 0.5% per annum, over (ii) the
principal amount of such Note.
"Treasury Rate" means the yield to maturity at the time of computation of
U.S. Treasury securities with a constant maturity (as compiled and published in
the most recent Federal Reserve Release H.15 (519) which has become publicly
available at least two Business Days prior to the Change of Control Redemption
Date (or, if such statistical release is no longer published, any publicly
available source or similar market data)) closest to the period from the Change
of Control Redemption Date to February 15, 2010; provided, however, that if the
period from the Change of Control Redemption Date to February 15, 2010 is not
equal to the constant maturity of a U.S. Treasury security for which a weekly
average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of one year) from the
weekly average yields of U.S. Treasury securities for which such yields are
given, except that if the period from the Change of Control Redemption Date to
February 15, 2010 is less than one year, the weekly average yield on actually
traded U.S. Treasury securities adjusted to a constant maturity of one year
shall be used.
(14) Notice of Redemption. (A) Notice of redemption will be mailed
at least 30 days but not more than 60 days before the
Redemption Date to each Holder of Notes to be redeemed at such
Holder's registered address. Notes in denominations larger
than $1,000 may be redeemed in part.
Except as set forth in the Indenture, if monies for the redemption of the
Notes called for redemption shall have been deposited with the Paying Agent for
redemption on such Redemption Date, then, unless the Company defaults in the
payment of such Redemption Price plus accrued and unpaid interest, if any, the
Notes called for redemption will cease to bear interest from and after such
Redemption Date and the only right of the Holders of such Notes will be to
receive payment of the Redemption Price plus accrued and unpaid interest, if
any.
Offers to Purchase. Sections 4.15 and 4.16 of the Indenture provide that, after
certain Asset Sales (as defined in the Indenture) and upon the occurrence of a
Change of Control Triggering Event (as defined in the Indenture), and subject to
further limitations contained therein, the Company will make an offer to
purchase certain amounts of the Notes in accordance with the procedures set
forth in the Indenture.
Registration Rights. Pursuant to the Registration Rights Agreement (as defined
in the Indenture), the Company will be obligated to consummate a registered
exchange offer pursuant to which the Holder of this Note shall have the right to
exchange this Note for the Company's 6-3/4% Senior Subordinated Notes due 2015
(the "Exchange Notes"), in like principal amount and having terms identical in
all material respects to the Initial Notes. The Holders of the Initial Notes and
Additional Notes shall be entitled to receive certain Additional Interest (as
defined in the Indenture) in the event such exchange offer is not consummated by
February 8, 2006 and upon certain other conditions, all pursuant to and in
accordance with the terms of the Registration Rights Agreement.
A-8
Denominations; Transfer; Exchange. The Notes are in registered form, without
coupons, in denominations of $1,000 and integral multiples of $1,000. A Holder
shall register the transfer of or exchange Notes in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay certain transfer
taxes or similar governmental charges payable in connection therewith as
permitted by the Indenture. The Registrar need not register the transfer of or
exchange of any Notes or portions thereof selected for redemption.
Persons Deemed Owners. The registered Holder of a Note shall be treated as the
owner of it for all purposes.
Unclaimed Money. If money for the payment of principal or interest remains
unclaimed for two years, the Trustee and the Paying Agent will pay the money
back to the Company. After that, all liability of the Trustee and such Paying
Agent with respect to such money shall cease.
Discharge Prior to Redemption or Maturity. If the Company at any time deposits
with the Trustee U.S. Legal Tender or U.S. Government Obligations sufficient to
pay the principal of and interest on the Notes to redemption or maturity and
complies with the other provisions of the Indenture relating thereto, the
Company will be discharged from certain provisions of the Indenture and the
Notes (including certain covenants, but excluding its obligation to pay the
principal of and interest on the Notes).
Amendment; Supplement; Waiver. Subject to certain exceptions, the Indenture or
the Notes may be amended or supplemented with the written consent of the Holders
of at least a majority in aggregate principal amount of the Notes then
outstanding, and any existing Default or Event of Default or noncompliance with
any provision may be waived with the written consent of the Holders of a
majority in aggregate principal amount of the Notes then outstanding. Without
notice to or consent of any Holder, the parties thereto may amend or supplement
the Indenture or the Notes to, among other things, cure any ambiguity, defect or
inconsistency, provide for uncertificated Notes in addition to or in place of
certificated Notes, comply with Article Five of the Indenture, add guarantors
under the Indenture, or make any other change that does not adversely affect in
any material respect the rights of any Holder of a Note.
Restrictive Covenants. The Indenture imposes certain limitations on the ability
of the Company and its Restricted Subsidiaries to, among other things, incur
additional Indebtedness, make payments in respect of its Capital Stock or
certain Indebtedness, enter into transactions with Affiliates, create dividend
or other payment restrictions affecting Restricted Subsidiaries, merge or
consolidate with any other Person, sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its assets or adopt a plan of
liquidation. Such limitations are subject to a number of important
qualifications and exceptions. The Company and Holdings must annually report to
the Trustee on compliance with such limitations.
Successors. When a successor assumes, in accordance with the Indenture, all the
obligations of its predecessor under the Notes and the Indenture, the
predecessor will be released from those obligations.
A-9
Defaults and Remedies. If an Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in aggregate principal amount of Notes
then outstanding may declare all the Notes to be due and payable in the manner,
at the time and with the effect provided in the Indenture. If certain bankruptcy
events relating to the Company or a Significant Subsidiary (as defined in the
Indenture) occur, the Notes shall immediately, without any action on the part of
the Holder, become due and payable. Holders of Notes may not enforce the
Indenture or the Notes except as provided in the Indenture. The Trustee is not
obligated to enforce the Indenture or the Notes unless it has received indemnity
reasonably satisfactory to it. The Indenture permits, subject to certain
limitations therein provided, Holders of a majority in aggregate principal
amount of the Notes then outstanding to direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders of Notes notice of any
continuing Default or Event of Default (except a Default in payment of principal
or interest and certain other specified Defaults) if it determines that
withholding notice is in their interest.
Trustee Dealings with Company. The Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with the Company, its Subsidiaries or their respective
Affiliates with the same rights it would have if it were not the Trustee.
No Recourse Against Others. No stockholder, director, officer, or employee, as
such, of the Company shall have any liability for any obligation of the Company
under the Notes or the Indenture or for any claim based on, in respect of or by
reason of, such obligations or their creation. Each Holder of a Note by
accepting a Note waives and releases all such LIABILITY. The waiver and release
are part of the consideration for the issuance of the Notes. The foregoing
provisions do not relate to the liability of Holdings as a Guarantor.
Authentication. This Note shall not be valid until the Trustee or an
Authenticating Agent manually signs the certificate of authentication on this
Note.
Governing Law. The Laws of the State of New York shall govern this Note and the
Indenture.
Abbreviations and Defined Terms. Customary abbreviations may be used in the name
of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common),
TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and UIGIMIA (=
Uniform Gifts to Minors Act).
CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers
to be printed on the Notes as a convenience to the Holders of the Notes. No
representation is made as to the accuracy of such numbers as printed on the
Notes and reliance may be placed only on the other identification numbers
printed hereon.
Indenture. Each Holder, by accepting a Note, agrees to be bound by all of the
terms and provisions of the Indenture, as the same may be amended from time to
time.
The Company will furnish to any Holder of a Note upon written request and
without charge a copy of the Indenture, which has the text of this Note in
larger type. Requests may be
A-10
made to: Vice President, Legal Affairs and Secretary, Del Monte Corporation, Xxx
Xxxxxx Xxxxxx @ The Landmark, San Francisco, CA 94105.
A-11
[FORM OF NOTATION ON NOTE RELATING TO GUARANTEE]
GUARANTEE
Del Monte Foods Company ("Holdings"), Xxxx Xxx IHC, Inc., Star-Xxxx Samoa,
Inc., Marine Trading Pacific, Inc. and Star-Xxxx Mauritius, Inc. (the
"Subsidiary Guarantors," and, together with Holdings, the "Guarantors"), jointly
and severally, have unconditionally guaranteed on a subordinated basis by
Holdings and on a senior subordinated basis by the Subsidiary Guarantors (such
guarantees by Holdings and the Subsidiary Guarantors being referred to herein as
the "Guarantees") (i) the due and punctual payment of the principal of and
interest on the Notes, whether at maturity, by acceleration or otherwise, the
due and punctual payment of interest on the overdue principal and interest, if
any, on the Notes, to the extent lawful, and the due and punctual performance of
all other obligations of the Company to the Holders or the Trustee all in
accordance with the terms set forth in Article Eleven of the Indenture and (ii)
in case of any extension of time of payment or renewal of any Notes or any of
such other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise.
The obligations of the Guarantors to the Holders of Notes and to the
Trustee pursuant to the Guarantees and the Indenture are expressly subordinated
in right of payment to the prior payment in full of all Guarantor Senior Debt
(as defined in the Indenture) of the Guarantors, to the extent and in the manner
provided in Articles Eleven and Twelve of the Indenture, and reference is hereby
made to such Indenture for the precise terms of the Guarantees therein made.
No stockholder, officer, director or incorporator, as such, past, present
or future, of any Guarantor shall have any liability under the Guarantees by
reason of his or its status as such stockholder, officer, director or
incorporator.
The Guarantees shall not be valid or obligatory for any purpose until the
certificate of authentication on the Notes upon which the Guarantees are noted
shall have been executed by the Trustee or an Authenticating Agent under the
Indenture by the manual signature of one of its authorized officers.
DEL MONTE FOODS COMPANY
By:_________________________
Name:
By:_________________________
Name:
XXXX XXX IHC, INC.
By:_________________________
Name:
By:_________________________
Name:
STAR-XXXX SAMOA, INC.
By:_________________________
Name:
By:_________________________
Name:
13
MARINE TRADING PACIFIC, INC.
By:_________________________
Name:
By:_________________________
Name:
STAR-XXXX MAURITIUS, INC.
By:_________________________
Name:
By:_________________________
Name:
14
ASSIGNMENT FORM
If you the Holder want to assign this Note, fill in the form below and
have your signature guaranteed:
I or we assign and transfer this Note to:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type name, address and zip code and
social security or tax ID number of assignee)
and irrevocably appoint __________, agent to transfer this Note on the books of
the Company. The agent may substitute another to act for him.
Date:_____________________ Signed:__________________________________
(Sign exactly as your name appears
on the other side of this Note)
Signature Guarantee:__________________
In connection with any transfer of this Note occurring prior to the date
which is the earlier of (i) the date of the declaration by the SEC of the
effectiveness of a registration statement under the Securities Act of 1933, as
amended (the "Securities Act") covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) the end of the period referred to in Rule 144(k) under the
Securities Act, the undersigned confirms that it has not utilized any general
solicitation or general advertising in connection with the transfer and that
this Note is being transferred:
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[Check One]
(1) pursuant to and in compliance with Rule 144A under the Securities
Act; or
(2) other than in accordance with (1) above and documents are being
furnished which comply with the conditions of transfer set forth in
this Note and the Indenture.
If neither of the foregoing boxes is checked, the Trustee or Registrar
shall not be obligated to register this Note in the name of any Person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.06 of the Indenture shall have
been satisfied.
Date:_______________________ Signed:__________________________________
(Sign exactly as your name appears
on the other side of this Security)
Signature Guarantee:____________________________________________________________
TO BE COMPLETED BY PURCHASER IF (1) ABOVE IS CHECKED
The undersigned represents and warrants that it is purchasing this Note
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.
Dated:_______________________ __________________________________________
NOTICE: To be executed by an executive
officer
16
[OPTION OF HOLDER TO ELECT PURCHASE]
If you want to elect to have this Note purchased by the Company pursuant
to Section 4.15 or Section 4.16 of the Indenture, check the appropriate box:
Section 4.15 [ ]
Section 4.16 [ ]
If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.15 or Section 4.16 of the Indenture, state the
amount you elect to have purchased:
$_________________________________
Dated:__________________________ ___________________________________________
NOTICE:The signature on this assignment
must correspond with the name as it
appears upon the face of the within
Note in every particular without
alteration or enlargement or any change
whatsoever and be guaranteed by the
endorser's bank or broker.
Signature Guarantee:___________________
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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE
The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:
Signature of
Amount of decrease in Amount of increase in Principal Amount of this authorized officer of
Principal Amount of this Principal Amount of Global Note following such Trustee or Notes
Date of Exchange Global Note this Global Note decrease (or increase) Custodian
---------------- ------------------------ --------------------- -------------------------- ---------------------
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