exv4w2



 




Exhibit
4.2



EXECUTION COPY




DEL MONTE CORPORATION

as Issuer




AND




THE GUARANTORS NAMED HEREIN,




AND




THE BANK OF NEW YORK TRUST COMPANY, N.A.




as Trustee




 






FIRST SUPPLEMENTAL INDENTURE




Dated as of May 19, 2006




to




Supplemental Indenture




Dated as of December 20, 2002

 






$450,000,000



85/8% Senior Subordinated Notes due 2012




 









 






     FIRST SUPPLEMENTAL INDENTURE, dated as of May 19, 2006 (this “First Supplemental Indenture”),
among DEL MONTE CORPORATION, a Delaware corporation formerly known as SKF Foods, Inc. (the
“Company”), the Guarantors named herein and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national
banking corporation, as successor in interest to The Bank of New York, as trustee (the “Trustee”).
All capitalized terms used and not defined herein shall have the respective meanings assigned to
them in the Indenture.



     WHEREAS, the Company, Del Monte Foods Company, a Delaware corporation (“DMFC”), Star-Kist
Samoa, Inc., a California corporation (“Star Kist Samoa”), Marine Trading Pacific, Inc., a Delaware
corporation (“Marine Trading Pacific”) and Star-Kist Mauritius, Inc., a Delaware corporation (“Star
Kist Mauritius”) (DMFC, Star Kist Samoa, Marine Trading Pacific, and Star Kist Mauritius,
collectively, the “Existing Guarantors”) and the Trustee are parties to an Indenture, dated as of
December 20, 2002, as supplemented by that Supplemental Indenture dated as of December 20, 2002 (as
supplemented, the “Indenture”), pursuant to which the Company issued its 85/8% Senior Subordinated
Notes due 2012 (the “Notes”);



     WHEREAS, on the date hereof, the Company is purchasing (the “Acquisition”) all of the capital
stock of Meow Mix Holdings, Inc. (“Holdings”);



     WHEREAS, in connection with the Acquisition, Holdings and the Subsidiaries of Holdings that
are listed on the signature page hereto under the heading “New Guarantors” (collectively, the “New
Guarantors”) wish to become Guarantors under the Indenture in accordance with Section 4.19 and
Article XI thereof;



     WHEREAS, Section 9.01 of the Indenture provides that the Company, the Guarantors and the
Trustee may amend the Indenture by means of this Supplemental Indenture without the consent of the
holders of Notes for the foregoing purposes;



     WHEREAS, the Company has delivered to the Trustee the required Officers’ Certificate and
Opinion of Counsel in connection with the execution and delivery of this Supplemental Indenture;
and



     WHEREAS, the execution and delivery of this Supplemental Indenture have been duly authorized
and all conditions and requirements necessary to make this Supplemental Indenture a valid and
binding agreement have been duly performed and complied with;



     NOW, THEREFORE, for and in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually
covenanted and agreed, for the equal proportionate benefit of all Holders of the Notes, as follows:



ARTICLE I

GUARANTEES




     Section 1.1. Each New Guarantor hereby, in compliance with Section 4.19 of the Indenture,
Guarantees the obligations of the Company under the Indenture and the Notes in the



 









 




manner specified in Section 11.01 of the Indenture on a subordinated basis as provided in
Article XII of the Indenture, and becomes a party to the Indenture as a Guarantor, in each case
subject to all of the rights, obligations and other provisions and limitations (including release
provisions) of the Indenture relating to Guarantors. Without limiting the foregoing, in accordance
with Section 4.19 of the Indenture, each Guarantee of each New Guarantor shall be, and hereby is,
limited in amount to an amount not to exceed the maximum amount that can be guaranteed by such New
Guarantor without rendering such Guarantee, as it relates to such New Guarantor, void or voidable
under applicable laws relating to fraudulent conveyance or fraudulent transfer or other similar
laws affecting the rights of creditors generally. In addition, without limiting the foregoing, in
accordance with Section 4.19 of the Indenture (and without limitation as to the other release
provisions set forth in the Indenture), each Guarantee by a New Guarantor shall be automatically
and unconditionally released and discharged, without any further action required on the part of the
Trustee or any Holder, upon (i) the unconditional release of such New Guarantor from its liability
in respect of the Indebtedness in connection with which such Guarantee was executed and delivered
pursuant to the first paragraph of Section 4.19 of the Indenture, or (ii) any sale or other
disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the
Company, of all of the Company’s Capital stock in, or all or substantially all of the assets of,
such New Guarantor; provided that (a) such sale or disposition of such Capital Stock or
such assets is otherwise in compliance with the terms of the Indenture, and (b) such assumption,
guarantee or other liability of such New Guarantor has been released by the holders of the other
Indebtedness so guaranteed.




ARTICLE II

MISCELLANEOUS PROVISIONS




     Section 2.1. Upon execution and delivery of this First Supplemental Indenture, the terms and
conditions of this First Supplemental Indenture shall be part of the terms and conditions of the
Indenture for any and all purposes, and all the terms and conditions of both shall be read together
as though they constitute one and the same instrument, except that in case of conflict, the
provisions of this First Supplemental Indenture will control.



     Section 2.2. Each of the Company, the Guarantors and the Trustee hereby confirms and
reaffirms the Indenture, as amended and supplemented by this First Supplemental Indenture.



     Section 2.3. The parties may sign any number of copies of this First Supplemental Indenture.
Each signed copy shall be an original, but all of them together shall represent the same agreement.
One signed copy is enough to prove this First Supplemental Indenture.



     Section 2.4. This First Supplemental Indenture shall be governed by, and construed in
accordance with, the laws of the State of New York.



     Section 2.5. The recitals contained herein shall be taken as the statements of the Company or
the Guarantors, as applicable, and the Trustee assumes no responsibility for their correctness.
The Trustee shall not be liable or responsible for the validity or sufficiency of this First
Supplemental Indenture or the due authorization of this First Supplemental Indenture by the Company
or the Guarantors. In entering into this First Supplemental Indenture, the Trustee shall be
entitled to the benefit of every provision of the Indenture relating to the conduct of, affecting



85/8% Senior Subordinated Notes due 2012 — Supplemental Indenture




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the liability of or affording protection to the Trustee, whether or not elsewhere herein so
provided.




[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




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



	 	 	 	 	 	 	 
	 	 	DEL MONTE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ THOMAS E. GIBBONS
 

Thomas E. Gibbons
	 	 
	 

	 	Title:
	 	Senior Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	EXISTING GUARANTORS:	 	 
	 
	 	 	 	 	 	 
	 	 	DEL MONTE FOODS COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ THOMAS E. GIBBONS
 

Thomas E. Gibbons
	 	 
	 

	 	Title:
	 	Senior Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	STAR-KIST SAMOA, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ THOMAS E. GIBBONS
 

Thomas E. Gibbons
	 	 
	 

	 	Title:
	 	 Vice President, Chief Financial	 	 
	 

	 	 	 	Officer and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	MARINE TRADING PACIFIC, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ THOMAS E. GIBBONS
 

Thomas E. Gibbons
	 	 
	 

	 	Title:
	 	 Vice President, Chief Financial	 	 
	 

	 	 	 	Officer and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	STAR-KIST MAURITIUS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ THOMAS E. GIBBONS
 

Thomas E. Gibbons
	 	 
	 

	 	Title:
	 	 Vice President, Chief Financial	 	 
	 

	 	 	 	Officer and Treasurer	 	 






85/8 % Senior Subordinated Notes due 2012 — Supplemental Indenture — Signature Page




 









 






	 	 	 	 	 	 	 
	 	 	NEW GUARANTORS:	 	 
	 
	 	 	 	 	 	 
	 	 	MEOW MIX HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ THOMAS E. GIBBONS
 

Thomas E. Gibbons
	 	 
	 

	 	Title:
	 	Vice President, Chief Financial	 	 
	 

	 	 	 	Officer and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	THE MEOW MIX COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ THOMAS E. GIBBONS
 

Thomas E. Gibbons
	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	MEOW MIX DECATUR PRODUCTION I LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	THE MEOW MIX COMPANY, its sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ THOMAS E. GIBBONS
 

Thomas E. Gibbons
	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	TRUSTEE:	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK TRUST COMPANY, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ SANDEE` PARKS
 

Sandee` Parks
	 	 
	 

	 	Title:
	 	Vice President	 	 






85/8 % Senior Subordinated Notes due 2012 — Supplemental Indenture — Signature Page