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EXHIBIT 4.1




THIRD SUPPLEMENTAL INDENTURE

dated as of January 24, 2005










with respect to the:




INDENTURE




Dated as of May 15, 2001




among




DEL MONTE CORPORATION, as Issuer




THE GUARANTORS PARTY HERETO




and




DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

(formerly Bankers Trust Company)





 









 








     THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 24, 2005,
among Del Monte Corporation, a Delaware corporation (formerly known as SKF Foods, Inc.
successor-in-interest to Del Monte Corporation, a New York corporation) (the “Company”), the
Guarantors party hereto, and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company),
as trustee (the “Trustee”) for the Company’s
9–1/4% Senior Subordinated Notes due 2011 (the “Notes”).



W I T N E S S E T H




     WHEREAS, Del Monte Corporation, a New York corporation, has heretofore executed and delivered
to the Trustee an indenture (the “Original Indenture”), dated as of May 15, 2001, providing for the
issuance of the Notes, which Original Indenture has been supplemented by a First Supplemental
Indenture and a Second Supplemental Indenture, each dated as of December 20, 2002 (the Original
Indenture as so supplemented, the “Indenture”);



     WHEREAS, the Company has offered to purchase all of the Notes (the “Offer”) and has solicited
consents (the “Solicitation”) to certain amendments to the Indenture pursuant to the Company’s
Offer to Purchase and Consent Solicitation Statement dated January 10, 2005;



     WHEREAS, Section 9.02 of the Indenture provides that the Company, when authorized by a Board
Resolution, and the Trustee may amend or supplement the Indenture with the written consent of the
Holders of at least a majority in aggregate principal amount of the Notes;



     WHEREAS, in accordance with Section 9.02 of the Indenture, the Company has obtained the
written consent to the proposed amendments to the Indenture from the Holders of at least a majority
in aggregate principal amount of the Notes; and



     WHEREAS, the Company is authorized to enter into this Supplemental Indenture by a Board
Resolution, and the Trustee has received an Opinion of Counsel and an Officers’ Certificate stating
that the execution of this Supplemental Indenture is permitted by the Indenture and all conditions
precedent under the Indenture have been satisfied.



     NOW, THEREFORE, for and in consideration of the foregoing premises, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:



A G R E E M E N T S




     SECTION 1.01. Capitalized Terms. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.



     SECTION 2.01. Amendments to Indenture. At such time as the Company delivers written
notice to the Trustee and Deutsche Bank Trust Company Americas, in its capacity as the depositary
for the Notes with respect to the Offer, that Notes representing at least a majority in aggregate
principal amount of the Notes validly tendered and not validly withdrawn pursuant to the Offer have
been accepted for purchase:



     (a)          The definition of “Asset Sale” in Section 1.01 of the Indenture shall be amended by
deleting the text of such definition in its entirety and replacing it with the following text:




     “Asset Sale” means any direct or indirect sale, issuance,
conveyance, transfer, lease (other than operating leases entered
into in the ordinary course of business), assignment or other
transfer for value by the Company or any of its Restricted
Subsidiaries (including any Sale and Leaseback Transaction) to any
Person other than the Company or a Wholly Owned Restricted
Subsidiary of the Company of:




	   	(a) any Capital Stock of any Restricted Subsidiary of the
Company, or




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	   	(b) any other property or assets of the Company or any
Restricted Subsidiary of the Company other than in the
ordinary course of business; provided, however, that Asset
Sales shall not include:






	   	(i) a transaction or series of related
transactions for which the Company or its Restricted
Subsidiaries receive aggregate consideration of less
than $5 million; and






	   	(ii) the sale or transfer of certain assets
identified in Schedule 1 to this Indenture as being
held for disposition.





     (b)          The following Sections of the Indenture, and any corresponding provisions in the Notes,
shall be deleted in their entirety and replaced with “Intentionally Omitted,” and all references
made thereto throughout the Indenture and the Notes shall be deleted in their entirety:



	 	 	 
	Existing Section or	 	 
	Subsection Number	 	Caption
	SECTION 4.03

	 	Corporate Existence
	SECTION 4.04

	 	Payment of Taxes and Other Claims
	SECTION 4.05

	 	Maintenance of Properties and Insurance
	SECTION 4.07

	 	Compliance with Laws
	SECTION 4.09

	 	Waiver of Stay, Extension or Usury Laws
	SECTION 4.10

	 	Limitation on Restricted Payments
	SECTION 4.11

	 	Limitation on Transactions with Affiliates
	SECTION 4.12

	 	Limitation on Incurrence of Additional Indebtedness
	SECTION 4.13

	 	Limitation on Dividends and Other Payment Restrictions
Affecting Subsidiaries
	SECTION 4.14

	 	Prohibition on Incurrence of Senior Subordinated Debt
	SECTION 4.17

	 	Limitation on Preferred Stock of Restricted Subsidiaries
	SECTION 4.18

	 	Limitation on Liens
	SECTION 4.20

	 	Restriction of Lines of Business to Food, Food
Distribution and Related Businesses
	SECTION 5.01

	 	Merger, Consolidation and Sale of Assets of the Company
	SECTION 5.03

	 	Merger, Consolidation and Sale of Assets of Holdings






     (c)          Section 4.06 of the Indenture shall be amended by deleting the text of such Section in its
entirety and replacing it with the following text:




     SECTION 4.06. Compliance Certificate; Notice of Default.




     The Company shall deliver to the Trustee not less often than
annually an Officers’ Certificate stating that as to each such
Officer’s knowledge the Company has complied with all conditions and
covenants under this Indenture.



     (d)          Section 4.08 of the Indenture shall be amended by deleting the text of such Section in its
entirety and replacing it with the following text:




     SECTION 4.08. SEC Reports.




     The Company will comply with the provisions of TIA Section
314(a).



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     (e)          Section 4.16 of the Indenture shall be amended by deleting the text of such Section in its
entirety and replacing it with the following text:




     SECTION 4.16. Limitation on Asset Sales.




     (a) In the event and to the extent that the Net Cash Proceeds
received by the Company or any of its Restricted Subsidiaries from
one or more Asset Sales occurring on or after the Issue Date in any
period of 12 consecutive months exceed 10% of Consolidated Net
Tangible Assets (determined as of the date closest to the
commencement of such 12-month period for which a consolidated
balance sheet of the Company and its Subsidiaries has been
prepared), then the Company shall or shall cause the relevant
Restricted Subsidiary, within 360 days after the date Net Cash
Proceeds so received exceed 10% of Consolidated Net Tangible Assets,
to apply such excess Net Cash Proceeds:




     (i) to prepay any Senior Debt and, in the case of any
prepaid Senior Debt under any revolving credit facility,
effect a permanent reduction in the availability under such
revolving credit facility, or to so prepay any Indebtedness
of a Wholly Owned Restricted Subsidiary,




     (ii) to make an Investment (or enter into a definitive
agreement committing to so invest within 360 days after the
date of such agreement and to make such Investment as
provided in such agreement) in properties and assets that
replace the properties and assets that were the subject of
such Asset Sale or in properties and assets that will be
used in the business of the Company and its Restricted
Subsidiaries as it exists on the date of such Asset Sale or
in businesses that are the same as such business of the
Company and its Restricted Subsidiaries on the date of such
Asset Sale or similar or reasonably related thereto
(“Replacement Assets”), or




     (iii) a combination of prepayment and investment
permitted by the foregoing clauses (i) and (ii).




	   	Pending the final application of such Net Cash Proceeds, the Company
may temporarily reduce borrowings under the Credit Agreement or any
other revolving credit facility, if any, or otherwise invest such
Net Cash Proceeds in Cash Equivalents, in each case in a manner not
prohibited by this Indenture. Subject to the last sentence of this
paragraph, on the 361st day after an Asset Sale or such earlier
date, if any, as the Board of Directors of the Company or of such
Restricted Subsidiary determines not to apply the Net Cash Proceeds
relating to such Asset Sale as set forth in clause (i), (ii) or
(iii) of the second preceding sentence (each, a “Net Proceeds Offer
Trigger Date”), such aggregate amount of Net Cash Proceeds which
have not been applied (or committed to be applied pursuant to a
definitive agreement as described above) on or before such Net
Proceeds Offer Trigger Date as permitted in clauses (i), (ii) and
(iii) of the second preceding sentence (each a “Net Proceeds Offer
Amount”) shall be applied by the Company or such Restricted
Subsidiary to make an offer to purchase (the “Net Proceeds Offer”)
on a date (the “Net Proceeds Offer Payment Date”) not less than 30
nor more than 60 days following the applicable Net Proceeds Offer
Trigger Date, from all Holders (and, if required by the terms of any
other Indebtedness of the Company ranking pari passu with the Notes
in right of payment and which has similar provisions requiring the
Company either to make an offer to repurchase or to otherwise
repurchase, redeem or repay such Indebtedness with the proceeds from
Asset Sales (the “Pari Passu





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	   	Indebtedness”), from the holders of such Pari Passu Indebtedness) on
a pro rata basis (in proportion to the respective principal amounts
or accreted value, as the case may be, of the Notes and any such
Pari Passu Indebtedness) an aggregate principal amount of Notes
(plus, if applicable, an aggregate principal amount or accreted
value, as the case may be, of Pari Passu Indebtedness) equal to the
Net Proceeds Offer Amount at a price equal to 100% of the principal
amount of the Notes (or 100% of the principal amount or accreted
value, as the case may be, of such Pari Passu Indebtedness), plus
accrued and unpaid interest thereon, if any, to the date of
purchase; provided, however, that if at any time any non-cash
consideration (including any Designated Noncash Consideration)
received by the Company or any Restricted Subsidiary of the Company,
as the case may be, in connection with any Asset Sale is converted
into or sold or otherwise disposed of for cash (other than interest
received with respect to any such non-cash consideration), then such
conversion or disposition shall be deemed to constitute an Asset
Sale hereunder and the Net Cash Proceeds thereof shall be applied in
accordance with this covenant. The Company may defer the Net
Proceeds Offer until there is an aggregate unutilized Net Proceeds
Offer Amount equal to or in excess of $10 million resulting from one
or more Asset Sales (at which time the entire unutilized Net
Proceeds Offer Amount, and not just the amount in excess of $10
million, shall be applied as required pursuant to this paragraph,
and in which case the Net Proceeds Offer Trigger Date shall be
deemed to be the earliest date that the Net Proceeds Offer Amount is
equal to or in excess of $10 million).






     In the event of the transfer of substantially all (but not all)
of the property and assets of the Company and its Restricted
Subsidiaries as an entirety to a Person in a transaction permitted
under the covenant described under Section 5.01, the successor
corporation shall be deemed to have sold the properties and assets
of the Company and its Restricted Subsidiaries not so transferred
for purposes of this covenant, and shall comply with the provisions
of this covenant with respect to such deemed sale as if it were an
Asset Sale. In addition, the fair market value of such properties
and assets of the Company or its Restricted Subsidiaries deemed to
be sold shall be deemed to be Net Cash Proceeds for purposes of this
covenant.




     Each Net Proceeds Offer will be mailed to the record Holders as
shown on the register of Holders within 25 days following the Net
Proceeds Offer Trigger Date, with a copy to the Trustee, and shall
comply with the procedures set forth in this Indenture. Upon
receiving notice of the Net Proceeds Offer, Holders may elect to
tender their Notes in whole or in part in integral multiples of
$1,000 in exchange for cash. To the extent that the aggregate
principal amount of Notes (plus, if applicable, the aggregate
principal amount or accreted value, as the case may be, of Pari
Passu Indebtedness) validly tendered by the holders thereof and not
withdrawn exceeds the Net Proceeds Offer Amount, Notes of tendering
Holders (and, if applicable, Pari Passu Indebtedness tendered by the
holders thereof) will be purchased on a pro rata basis (based on the
principal amount of the Notes and, if applicable, the principal
amount or accreted value, as the case may be, of any such Pari Passu
Indebtedness tendered and not withdrawn).




     To the extent that the aggregate amount of the Notes (plus, if
applicable, the aggregate principal amount or accreted value, as the
case may be, of any Pari Passu Indebtedness) tendered pursuant to a
Net Proceeds Offer is less than the Net Proceeds Offer Amount, the
Company may use such excess Net Proceeds Offer Amount for general
corporate purposes or for any other purpose not prohibited by the
Indenture. Upon completion of any such Net



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	   	Proceeds Offer, the Net Proceeds Offer Amount shall be reset at
zero. A Net Proceeds Offer shall remain open for a period of 20
Business Days or such longer period as may be required by law.






     (b) Each notice of a Net Proceeds Offer pursuant to this
Section 4.16 shall be mailed by first class mail, by the Company
within 25 days following the Net Proceeds Offer Trigger Date to all
Holders at their last registered addresses as of a date within 15
days of the mailing of such notice, with a copy to the Trustee and
each Paying Agent. The notice shall contain all instructions and
materials necessary to enable such Holders to tender Notes pursuant
to the Net Proceeds Offer and shall state the following terms:




     (i) that the Net Proceeds Offer is being made pursuant
to Section 4.16 and that all Notes tendered will be accepted
for payment; provided however, that if the aggregate
principal amount of Notes tendered in a Net Proceeds Offer
exceeds the aggregate amount of the Net Proceeds Offer, the
Company shall select the Notes to be purchased on a pro rata
basis (with such adjustments as may be deemed appropriate by
the Company so that only Notes in denominations of $1,000 or
multiples thereof shall be purchased);




     (ii) the purchase price (including the amount of
accrued interest) and the purchase date (which shall be 20
Business Days from the date of mailing of notice of such Net
Proceeds Offer, or such longer period as required by law)
(the “Proceeds Purchase Date”);




     (iii) that any Note not tendered will continue to
accrue interest;




     (iv) that, unless the Company defaults in making
payment therefor, any Note accepted for payment pursuant to
the Net Proceeds Offer shall cease to accrue interest after
the Proceeds Purchase Date;




     (v) that Holders electing to have a Note purchased
pursuant to a Net Proceeds Offer will be required to
surrender the Note, with the form entitled “Option of Holder
to Elect Purchase” on the reverse of the Note completed, to
the Paying Agent at the address specified in the notice
prior to the close of business on the third Business Day
prior to the Proceeds Purchase Date;




     (vi) that Holders will be entitled to withdraw their
election if the Paying Agent receives, not later than five
Business Days prior to the Proceeds Purchase Date, a
telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of the
Notes the Holder delivered for purchase and a statement that
such Holder is withdrawing his election to have such Note
purchased; and




     (vii) that Holders whose Notes are purchased only in
part will be issued new Notes in a principal amount equal to
the unpurchased portion of the Notes surrendered; provided
that each Note purchased and each new Note issued shall be
in an original principal amount of $1,000 or integral
multiples thereof.




     On or before the Proceeds Purchase Date, the Company shall (i)
accept for payment Notes or portions thereof tendered pursuant to
the Net Proceeds



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	   	Offer which are to be purchased in accordance with item (b)(i)
above, (ii) deposit with the Paying Agent U.S. Legal Tender
sufficient to pay the purchase price plus accrued interest, if any,
of all Notes to be purchased and (iii) deliver to the Paying Agent
Notes so accepted together with an Officers’ Certificate stating the
Notes or portions thereof being purchased by the Company. The
Paying Agent shall promptly mail to the Holders of Notes so accepted
payment in an amount equal to the purchase price plus accrued
interest, if any.






     The Company or the applicable Restricted Subsidiary, as the
case may be, will comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in
connection with the repurchase of Notes pursuant to a Net Proceeds
Offer. To the extent that the provisions of any securities laws or
regulations conflict with this Section 4.16, the Company shall
comply with the applicable securities laws and regulations and shall
not be deemed to have breached its obligations under this Section
4.16 by virtue thereof.




     Notwithstanding the foregoing, the Company and its Restricted
Subsidiaries will be permitted to consummate an Asset Swap if:




     (i) at the time of entering into such Asset Swap or
immediately after giving effect to such Asset Swap, no
Default or Event of Default shall have occurred or be
continuing or would occur as a consequence thereof, and




     (ii) in the event that such Asset Swap involves an
aggregate amount in excess of $10 million, the terms of such
Asset Swap have been approved by a majority of the members
of the Board of Directors of the Company.



     (f)          Subclauses (3), (4), and (5) of Section 6.01 of the Indenture, and any corresponding
provisions in the Notes, shall be deleted in their entirety and replaced with “Intentionally
Omitted,” and all references made thereto throughout the Indenture and the Notes shall be deleted
in their entirety



     (g)          All references made to a provision in the Indenture or the Notes deleted pursuant to the
amendments set forth in Subsections (a) through (f) of this Section 2.01 shall be deleted in their
entirety from the Indenture and the Notes, and any definitions used exclusively in the provisions
of the Indenture deleted pursuant to the amendments set forth in Subsections (a) through (f) of
this Section 2.01 shall be deleted in their entirety from the Indenture.



     SECTION 3.01. The Indenture Ratified. Except as hereby otherwise expressly provided,
the Indenture is in all respects ratified and confirmed, and all the terms, provisions, and
conditions thereof shall be and remain in full force and effect.



     SECTION 4.01. 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 5.01. This Supplemental Indenture is a Supplement to The Indenture. This
Supplemental Indenture is executed as and shall constitute an indenture supplemental to the
Indenture and shall be construed in connection with and as part of the Indenture.



     SECTION 6.01. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE



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APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES
HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.




     SECTION 7.01. References to This Supplemental Indenture. Any and all notices,
requests, certificates and other instruments executed and delivered after the execution and
delivery of this Supplemental Indenture may refer to the Indenture without making specific
reference to this Supplemental Indenture, but nevertheless all such references shall include this
Supplemental Indenture unless the context otherwise requires.



     SECTION 8.01. Effect of This Supplemental Indenture. The Indenture shall be deemed
to be modified as herein provided, but except as modified hereby, the Indenture shall continue in
full force and effect. The Indenture as modified hereby shall be read, taken, and construed as one
and the same instrument.



     SECTION 9.01. Severability. In the event that any provisions of this Supplemental
Indenture 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 10.01. Trust Indenture Act. If any provisions hereof limit, qualify, or
conflict with any provisions of the TIA required under the TIA to be a part of and govern this
Supplemental Indenture, the provisions of the TIA shall control. If any provision hereof modifies
or excludes any provision of the TIA that pursuant to the TIA may be so modified or excluded, the
provisions of the TIA as so modified or excluded hereby shall apply.



     SECTION 11.01. Trustee Not Responsible for Recitals. The recitals contained herein
shall be taken as the statements of the Company, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity or sufficiency of this
Supplemental Indenture.



     SECTION 12.01 Effectiveness. This Supplemental Indenture shall become effective upon
execution by the Company, the Guarantors party hereto, and the Trustee.



[signature page follows]




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     IN WITNESS WHEREOF, each of the parties hereto have caused this Supplemental Indenture to be
duly executed on its behalf by its duly authorized officer as of the day and year first above
written.


	 	 	 	 	 
	 	ISSUER:



DEL MONTE CORPORATION

 	 
	 	By:  	/s/ Thomas E. Gibbons
 	 
	 	 	Name:  	Thomas E. Gibbons 	 
	 	 	Title:  	Senior Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	GUARANTORS:



DEL MONTE FOODS COMPANY

 	 
	 	By:  	/s/ Thomas E. Gibbons
 	 
	 	 	Name:  	Thomas E. Gibbons 	 
	 	 	Title:  	Senior Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	MIKE MAC IHC, INC.

 	 
	 	By:  	/s/ Thomas E. Gibbons
 	 
	 	 	Name:  	Thomas E. Gibbons 	 
	 	 	Title:  	Vice President, Chief Financial Officer and
Treasurer 	 
	 



	 	 	 	 	 
	 	STAR-KIST SAMOA, INC.

 	 
	 	By:  	/s/ Thomas E. Gibbons
 	 
	 	 	Name:  	Thomas E. Gibbons 	 
	 	 	Title:  	Vice President, Chief Financial Officer and
Treasurer 	 
	 



	 	 	 	 	 
	 	STAR-KIST MAURITIUS, INC.

 	 
	 	By:  	/s/ Thomas E. Gibbons
 	 
	 	 	Name:  	Thomas E. Gibbons 	 
	 	 	Title:  	Vice President, Chief Financial Officer and
Treasurer 	 
	 



	 	 	 	 	 
	 	MARINE TRADING (PACIFIC), INC.

 	 
	 	By:  	/s/ Thomas E. Gibbons
 	 
	 	 	Name:  	Thomas E. Gibbons 	 
	 	 	Title:  	Vice President, Chief Financial Officer and
Treasurer 	 
	 



	 	 	 	 	 
	 	TRUSTEE:



DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

 	 
	 	By:  	/s/
Dorothy Robinson 	 
	 	 	Name:  	Dorothy Robinson 	 
	 	 	Title:  	Vice President 	 
	 





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