exv4w13



 




Exhibit 4.13


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 (55 WATER STREET, NEW YORK, NEW YORK) (“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.



 









 





CUSIP No.: 245217AP9

ISIN No.: US245217AP9




DEL MONTE CORPORATION

63/4% SENIOR SUBORDINATED NOTE DUE 2015




	 	 	 	 	 
	No. R-1

	 	 	$	 






     Del Monte Corporation, a Delaware corporation (the “Company,” which term includes any
successor entity), for value received promises to pay to CEDE & CO. or registered assigns, the
principal sum of                           Dollars ($            ), on February
15, 2015.



     Interest Payment Dates: February 15 and August 15 (commencing February 15, 2006)

     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.



 









 





     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:            , 2005




 









 








Trustee’s Certificate of Authentication





     This is one of the 63/4% Senior Subordinated Notes due 2015 referred to in the within-mentioned
Indenture.



	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY

AMERICAS, as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



 









 






	 	 	 	 	 



(REVERSE OF SECURITY)




63/4% SENIOR SUBORDINATED NOTE DUE 2015





     1.   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 the most recent date on which
interest has been paid on the notes for which this Note has been exchanged. The Company will pay
interest semi-annually in arrears in cash on each Interest Payment
Date, commencing February 15, 2006. 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.



     2.   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.



     3.   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.



     4.   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 Notes of the Company designated
as its 63/4% Senior Subordinated Notes due 2015 (the “Exchange Notes”). 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 Notes issued on February
8, 2005 (the “Initial Notes”), the Additional Notes and the Exchange
Notes. 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 §§



 









 





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.



     5.   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.



     6.   Redemption.



     (a)   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 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	%






     (b)   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.



     (c)   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 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.



     7.   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.



     8.   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.



     9.   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.



     10.   Persons Deemed Owners. The registered Holder of a Note shall be treated as the
owner of it for all purposes.



     11.   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.



     12.   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).



     13.   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.



     14.   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.



     15.   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.



     16.   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.



     17.   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.



     18.   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.



     19.   Authentication. This Note shall not be valid until the Trustee or an
Authenticating Agent manually signs the certificate of authentication on this Note.



     20.   Governing Law. The Laws of the State of New York shall govern this Note and the
Indenture.



     21.   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).



     22.   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.



 









 





     23.   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 made to:
Corporate Secretary, Del Monte Corporation, One Market @ The
Landmark, P.O. Box 193575, San Francisco, CA 94119-3575.



 









 







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:                                
                                       
          



 








 









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 o

          Section 4.16 o




     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:         
                             
                             
                         



 








 






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:




	 	 	 
	 	 	 	 	 	 	 	 	Principal Amount of	 	 	Signature of
	 	 	Amount of decrease	 	 	Amount of increase	 	 	this Global Note	 	 	authorized officer
	 	 	in Principal Amount	 	 	in Principal Amount	 	 	following such	 	 	of Trustee or
	Date of Exchange	 	of this Global Note	 	 	of this Global Note	 	 	decrease (or increase)	 	 	Custodian





 









 







GUARANTEE




     Del Monte Foods Company (“Holdings”), Star-Kist Samoa, Inc., Marine Trading Pacific, Inc. and
Star-Kist 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.



[Signature Page Follows]




 









 








	 	 	 	 	 
	 	DEL MONTE FOODS COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	STAR-KIST SAMOA, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	MARINE TRADING PACIFIC, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	STAR-KIST MAURITIUS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name: