exv4w1



 




Exhibit
4.1




EXECUTION COPY




DEL MONTE CORPORATION

as Issuer




AND




THE GUARANTORS NAMED HEREIN,




AND




DEUTSCHE BANK TRUST COMPANY AMERICAS




as Trustee

 






FIRST SUPPLEMENTAL INDENTURE




Dated as of May 19, 2006




to




INDENTURE




Dated as of February 8, 2005




 






$250,000,000




63/4% Senior Subordinated Notes due 2015




 









 





     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 DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York
banking corporation, 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
February 8, 2005 (the “Indenture”), pursuant to which the Company issued its 63/4% Senior
Subordinated Notes due 2015 (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



63/4% Senior Subordinated Notes due 2015  — Supplemental Indenture




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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



63/4% Senior Subordinated Notes due 2015  — 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]




63/4% Senior Subordinated Notes due 2015  — Supplemental Indenture




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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	 	 






63/4% Senior Subordinated Notes due 2015 — 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:	 	 
	 
	 	 	 	 	 	 
	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,	 	 
	 

	 	By:
	 	Deutsche Bank National Trust Company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ YANA KALACHIKOVA
 

Name: Yana Kalachikova
	 	 
	 

	 	 	 	Title: Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ RODNEY GAUGHAN
 

Name: Rodney Gaughan
	 	 
	 

	 	 	 	Title: Assistant Vice President	 	 






63/4% Senior Subordinated Notes due 2015 — Supplemental Indenture — Signature Page