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DEL MONTE CORPORATION 7 1/2% SENIOR SUBORDINATED NOTE DUE 2019

Promissory Note

DEL MONTE CORPORATION 

7 1/2% SENIOR SUBORDINATED NOTE DUE 2019 | Document Parties: BANK OF NEW YORK MELLON | DEL MONTE CORPORATION | TRUST COMPANY, NA You are currently viewing:
This Promissory Note involves

BANK OF NEW YORK MELLON | DEL MONTE CORPORATION | TRUST COMPANY, NA

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Title: DEL MONTE CORPORATION 7 1/2% SENIOR SUBORDINATED NOTE DUE 2019
Date: 10/2/2009
Industry: Food Processing     Sector: Consumer/Non-Cyclical

DEL MONTE CORPORATION 

7 1/2% SENIOR SUBORDINATED NOTE DUE 2019, Parties: bank of new york mellon , del monte corporation , trust company  na
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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

 

No. 1

 

$

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.

 

DEL MONTE CORPORATION

By:

 

 

 

Name:

 

Title:

By:

 

 

 

Name:

 

Title:

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.

 

 

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A., as Trustee

By:

 

 

 

Authorized Signatory


(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.

 

Year

  

Percentage

 

2014

  

103.750

2015

  

102.500

2016

  

101.250

2017 and thereafter

  

100.000

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


 
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