Exhibit 4.2
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.
THIS NOTE AND THE GUARANTEES
ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES
ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS
NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF
AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY
(A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
(C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO
A
PERSON IT REASONABLY BELIEVES IS A
“QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT
TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE) OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR
TO THE END OF THE 40 DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO
CLAUSES (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO
REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM ATTACHED TO THE
INDENTURE UNDER WHICH THIS NOTE WAS ISSUED IS COMPLETED AND
DELIVERED BY THE TRANSFEROR TO THE COMPANY AND THE
TRUSTEE.
CUSIP No.:
ISIN No.:
DEL MONTE CORPORATION
7 1 / 2
% SENIOR SUBORDINATED NOTE DUE
2019
Del Monte Corporation, a Delaware
corporation (the “Company,” which term includes any
successor entity), for value received promises to pay to
or registered assigns, the principal sum of
Dollars ($ ), on October 15,
2019.
Interest Payment Dates:
April 15 and October 15 (commencing April 15,
2010)
Record Dates: April 1 and
October 1
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.
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DEL MONTE
CORPORATION
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By:
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Name:
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Title:
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By:
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Name:
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Title:
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Dated: October 1,
2009
Certificate of
Authentication
This is one of the 7
1
/ 2 % Senior
Subordinated Notes due 2019 referred to in the within-mentioned
Indenture.
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THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as
Trustee
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By:
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Authorized
Signatory
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(REVERSE OF SECURITY)
7 1 / 2
% SENIOR SUBORDINATED NOTE DUE
2019
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 October 1, 2009. The Company will pay
interest semi-annually in arrears in cash on each Interest Payment
Date, commencing April 15, 2010. 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
October 1, 2009 (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 The Bank of New York Mellon Trust Company, N.A., as Trustee
(the “ Trustee ,” which term includes any
successor Trustee under the Indenture). This Note is one of a duly
authorized issue of initial Notes of the Company designated as its
7 1
/ 2 % Senior
Subordinated Notes due 2019 (the “ Initial Notes
”). The Initial Notes are limited in aggregate principal
amount to $450,000,000. 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 Initial Notes, the
Additional Notes and the Exchange Notes, as defined below, issued
in exchange for Notes pursuant to the Indenture. 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
October 15, 2014 upon not less than 30 nor more than 60
days’ prior 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 October 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.
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Percentage
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2014
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103.750
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%
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2015
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102.500
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%
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2016
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101.250
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%
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2017 and thereafter
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100.000
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%
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In addition, at any time prior to
October 15, 2014, the Notes may be redeemed, in whole or in
part, at the option of the Company, upon not less than 30 nor more
than 60 days’ prior notice, at a Redemption Price equal to
100% of the principal amount of the Notes to be redeemed plus the
Applicable Premium (as defined below) as of, and accrued and unpaid
interest, 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.
“Applicable
Premium” means,
with respect to a Note at any Redemption Date, the greater
of:
(A) 1.0% of the principal amount of
such Note; and
(B) the excess of:
(1) the present value at such
Redemption Date of (x) the Redemption Price of such Note at
October 15, 2014, determined in accordance with
Section 6(a) hereof and Section 3.07(a) of the Indenture,
plus (y) all required interest payments due on such Note
through October 15, 2014 computed using a discount rate equal
to the Treasury Rate plus 0.5% per annum, over
(2) 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
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 Redemption Date to October 15,
2014; provided , however , that if the period from
the Redemption Date to October 15, 2014 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
Redemption Date to October 15, 2014 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.
(b) Optional Redemption Upon
Equity Offerings . At any time, or from time to time, on or
prior to October 15, 2012, 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 issued under the Indenture
(including any Additional Notes but excluding the Exchange Notes)
at a Redemption Price equal to 107.500% 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 a redemption of Notes as
described in thi