DEL MONTE CORPORATION as Issuer DEL MONTE FOODS COMPANY, THE MEOW MIX COMPANY, LLC and MEOW MIX DECATUR PRODUCTION I LLC as Guarantors and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of October 1, 2009Indenture • October 2nd, 2009 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
INDENTURE, dated as of October 1, 2009, among DEL MONTE CORPORATION, a Delaware corporation (the “Company”), DEL MONTE FOODS COMPANY, a Delaware corporation (“Holdings”), THE MEOW MIX COMPANY, LLC, a Delaware limited liability company, as a Subsidiary Guarantor, MEOW MIX DECATUR PRODUCTION I LLC, a Delaware limited liability company, as a Subsidiary Guarantor, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (the “Trustee”).
ContractGlobal Note • October 2nd, 2009 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
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.
REGISTRATION RIGHTS AGREEMENT Dated October 1, 2009 Among DEL MONTE CORPORATION DEL MONTE FOODS COMPANY the SUBSIDIARY GUARANTORS party hereto and BANC OF AMERICA SECURITIES LLC BARCLAYS CAPITAL INC. As Representatives of the Several Initial PurchasersRegistration Rights Agreement • October 2nd, 2009 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into on October 1, 2009, among DEL MONTE CORPORATION, a Delaware corporation (the “Company”), DEL MONTE FOODS COMPANY, a Delaware corporation (“Holdings”) and the subsidiary guarantors party hereto (the “Subsidiary Guarantors”), on the one hand, and BANC OF AMERICA SECURITIES LLC and BARCLAYS CAPITAL INC. as representatives (the “Representatives”) of the several initial purchasers named in Schedule A to the Purchase Agreement (as defined below) (the “Initial Purchasers”), on the other hand.
SECOND SUPPLEMENTAL INDENTURE dated as of September 30, 2009 with respect to the: SUPPLEMENTAL INDENTURE Dated as of December 20, 2002 among DEL MONTE CORPORATION, as Issuer THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.Second Supplemental Indenture • October 2nd, 2009 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of September 30, 2009, among Del Monte Corporation, a Delaware corporation (formerly known as SKF Foods, Inc.) (the “Company”), the Guarantors party hereto, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) for the Company’s 8 5/8% Senior Subordinated Notes due 2012 (the “Notes”).
