Common use of Indenture and Guarantee Clause in Contracts

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.

Indenture and Guarantee. The Company issued the Notes under an Indenture, dated as of October 1February 8, 2009 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 The Deutsche Bank of New York Mellon Trust Company, N.A.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 initial Notes of the Company designated as its 7 1/26-3/4% Senior Subordinated Notes due 2019 2015 (the “"Initial Notes”"). The Initial Notes are limited in aggregate principal amount to $450,000,000250,000,000. 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 §§ Sections 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.

Indenture and Guarantee. The Company issued the Notes under an Indenture, dated as of October 1December 17, 2009 2001 (as amended and supplemented from time to time, the “"Indenture”"), among the Company, Del Monte Foods Company (“Holdings”), the Subsidiary Guarantors ___________________________ 1Insert if at the time of issuance of the Exchange Note or Private Exchange Note (as defined the case may be) neither the Registered Exchange Offer has been consummated nor a Shelf Registration Statement has been declared effective in accordance with a Registration Rights Agreement. named therein and 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 Exchange Notes of the Company designated as its 7 1/29-1/4% Senior Subordinated Notes due 2019 (the “Initial Notes”). The Initial 2011.] [This Note is one of a duly authorized issue of Private Exchange Notes are limited in aggregate principal amount to $450,000,000. Subject to compliance with the covenants in the Indenture and to applicable law, of the Company may designated as its 9-1/4% Senior Subordinated Private Exchange Notes due 2011.] The Company shall be entitled to 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 Section 2.15 of the Indenture; provided, that such issuance is not prohibited by Section 4.13 of the Indenture. The Initial Notes issued on December 17, 2001, any Additional Notes, Additional and any Private Exchange Notes and the Exchange Notes issued pursuant to the Indenture are treated as a single class of securities under the Indenture. Terms Capitalized 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 TIA of 1939 (15 U.S. Code §§ ss.ss. 77aaa-77bbbb) (the "TIA"), as amended (the “TIA”), as xx 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 deliveredthem. 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 To the extent of any conflict between the terms of the Notes by the Subsidiary Guarantors will be released in certain circumstances set forth in and the Indenture, the applicable terms of the Indenture shall govern.

Indenture and Guarantee. The Company issued the Notes under an Indenture, dated as of October 1November 25, 2009 2003 (as amended and supplemented from time to time, the “"Indenture”"), among the Company, Del Monte Foods Company (“Holdings”), the Subsidiary Guarantors (as defined in named therein and 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 Exchange Notes of the Company designated as its 7 1/27-3/8% Senior Subordinated Notes due 2019 (the “Initial Notes”). The Initial 2014.] [This Note is one of a duly authorized issue of Private Exchange Notes are limited in aggregate principal amount to $450,000,000. Subject to compliance with the covenants in the Indenture and to applicable law, of the Company may designated as its 7-3/8% Senior Subordinated Private Exchange Notes due 2014.] The Company shall be entitled to 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 Section 2.15 of the Indenture; provided, that such issuance is not prohibited by Section 4.13 of the Indenture. The Initial Notes issued on November 25, 2003, any Additional Notes, Additional and any Private Exchange Notes and the Exchange Notes issued pursuant to the Indenture are treated as a single class of securities under the Indenture. Terms Capitalized 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 TIA of 1939 (15 U.S. Code §§ Sections 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 deliveredthem. 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 To the extent of any conflict between the terms of the Notes by the Subsidiary Guarantors will be released in certain circumstances set forth in and the Indenture, the applicable terms of the Indenture shall govern.

Indenture and Guarantee. The Company issued the Notes under an Indenture, dated as of October 1March 9, 2009 1999 (as amended and supplemented from time to time, the “"Indenture”"), among the Company, Del Monte Foods Company (“Holdings”), the Subsidiary Guarantors (as defined in named therein and 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 Exchange Notes of the Company designated as its 7 1/28-7/8% [Series D] Senior Subordinated Notes due 2019 (the “Initial Notes”). The Initial 2008.] [This Note is one of a duly authorized issue of Private Exchange Notes are limited in aggregate principal amount to $450,000,000. Subject to compliance with the covenants in the Indenture and to applicable law, of the Company may designated as its 8-7/8% Senior Subordinated Private Exchange Notes due 2008.] The Company shall be entitled to 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 Section 2.15 of the Indenture; provided, that such issuance is not prohibited by Section 4.13 of the Indenture. The Initial Notes issued on March 9, 1999, any Additional Notes, Additional and any Private Exchange Notes and the Exchange Notes issued pursuant to the Indenture are treated as a single class of securities under the Indenture. Terms Capitalized 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 TIA 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 deliveredthem. 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 To the extent of any conflict between the terms of the Notes by the Subsidiary Guarantors will be released in certain circumstances set forth in and the Indenture, the applicable terms of the Indenture shall govern.

Indenture and Guarantee. The Company issued the Notes under an Indenture, dated as of October 116, 2009 1998 (as amended and supplemented from time to time, the “"Indenture”"), among the Company, Del Monte Foods Company (“Holdings”), the Subsidiary Guarantors (as defined in named therein and 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 Exchange Notes of the Company designated as its 7 1/213% Senior Subordinated Exchange Notes due 2019 2008 (the “Initial "Exchange Notes”"). .] [This Note is one of a duly authorized issue of Private Exchange Notes of the Company designated as its 13% Senior Subordinated Private Exchange Notes due 2008 (the "Private Exchange 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 Indenture100,000,000. The Notes include the Initial Notes, Notes (the Additional 13% Senior Subordinated Notes due 2008) and the Private Exchange Notes and the Exchange Notes, as defined below, Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes, Additional the Private Exchange Notes and the Exchange Notes are treated as a single class of securities under the Indenture. Terms Capitalized 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 TIA of 1939 (15 U.S. Code §§ Sections 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 deliveredthem. 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 To the extent of any conflict between the terms of the Notes by the Subsidiary Guarantors will be released in certain circumstances set forth in and the Indenture, the applicable terms of the Indenture shall govern.

Indenture and Guarantee. The Company issued the Notes under an Indenture, dated as of October 1May 15, 2009 2001 (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 Bankers 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 1/29 1/4% Senior Subordinated Notes due 2019 2011 (the “"Initial Notes”"). The Initial Notes are limited in aggregate principal amount to $450,000,000300,000,000. 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 §§ Sections 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 said Act for a statement of such terms, including the respective rights, duties and immunities thereunder of the Company, the GuarantorsGuarantor, 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 senior 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.

Indenture and Guarantee. The Company issued the Notes under an Indenture, dated as of October 1May 15, 2009 2001 (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 Bankers 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 securities of the Company designated as its 7 1/2Series B 9 1/4% Senior Subordinated Notes due 2019 2011 (the “"Initial Notes”"). The Initial Notes are limited in aggregate principal amount to $450,000,000300,000,000. Subject to compliance with the covenants in the Indenture and to applicable law, the Company may issue additional notes securities (the “"Additional Notes”") under the Indenture. The Notes include the Initial Notes, the Additional Notes and the Exchange Additional Notes, as defined below, issued in exchange for Notes pursuant to the Indenture. The Initial Notes, Additional Notes and the Exchange Additional 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 §§ Sections 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 said Act for a statement of such terms, including the respective rights, duties and immunities thereunder of the Company, B-3 129 the GuarantorsGuarantor, 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 senior 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.

Indenture and Guarantee. The Company issued the Notes under an Indenture, dated as of October 119, 2009 1995 (as amended and supplemented from time to time, the “"Indenture”"), among the Company, Del Monte Foods Company formerly known as Xxxxx Horticulture, Inc., Xxxxx Horticulture, Inc., a Delaware corporation and successor by merger to Xxxxx Holdings, Inc. (“"Holdings”"), the Subsidiary Guarantors Sun Gro Horticulture Inc., a Nevada corporation (as defined in the Indenture"Sun Gro-U.S."), and collectively Enviro-Safe Laboratories, Inc., a Florida corporation ("Enviro-Safe" and together with Sun Gro-U.S. and Holdings, the “"Guarantors”") and The BONY (in such capacity, the "Trustee"), as successor trustee to IBJ Xxxxxxxx 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 Capitalized 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 55 77aaa-l7bbbb) (the “"TIA”"), as in effect on the date of the IndentureIndenture until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. 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 deliveredthem. The Notes are general unsecured obligations of the CompanyCompany and were initially limited in aggregate principal amount to $120,000,000. After giving effect to the partial redemption of the Notes that occurred on June 28, 1998, the Notes are limited in aggregate principal amount to $78,000,000. 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 Each Holder, by accepting a Note, agrees to be bound by all of the Notes by the Subsidiary Guarantors will be released in certain circumstances set forth in terms and provisions of the Indenture, as the same may be amended from time to time.

Indenture and Guarantee. The Company issued the Notes under an Indenture, dated as of October 1March 29, 2009 2001 (as amended and supplemented from time to time, the “"Indenture”"), among the Company, Del Monte Foods Company (“Holdings”), the Subsidiary Guarantors (as defined in named therein and 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 Exchange Notes of the Company designated as its 7 1/210 3/8% Senior Subordinated Notes due 2019 (the “Initial Notes”). The Initial 2011.] [This Note is one of a duly authorized issue of Private Exchange Notes are limited in aggregate principal amount to $450,000,000. Subject to compliance with the covenants in the Indenture and to applicable law, of the Company may designated as its 10 3/8% Senior Subordinated Private Exchange Notes due 2011.] The Company shall be entitled to 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 Section 2.15 of the Indenture; provided, that such issuance is not prohibited by Section 4.13 of the Indenture. The Initial Notes issued on March 29, 2001, any Additional Notes, Additional and any Private Exchange Notes and the Exchange Notes issued pursuant to the Indenture are treated as a single class of securities under the Indenture. Terms Capitalized 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 TIA of 1939 (15 U.S. Code §§ Sections 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 deliveredthem. 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 To the extent of any conflict between the terms of the Notes by the Subsidiary Guarantors will be released in certain circumstances set forth in and the Indenture, the applicable terms of the Indenture shall govern.

Indenture and Guarantee. The Company issued the Notes under an Indenture, dated as of October 1April 18, 2009 1997 (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.Marine Midland Bank, as Trustee (the “"Trustee,” ", which term includes any successor Trustee under the Indenture). This Note is one of a duly authorized issue of initial Initial Notes of the Company designated as its 7 1/212-1/4% Senior Subordinated Notes due 2019 2007 (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 Indenture150,000,000. The Notes include the Initial Notes, the Additional Notes and the Exchange Notes, as defined below, issued in exchange for the Initial 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 Capitalized 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 §§ ss.ss. 77aaa-77bbbb), as amended ) (the “"TIA”"), as in effect on the date thx xxxe 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 said Act 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 senior 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.

Indenture and Guarantee. The Company issued the Notes under an Indenture, dated as of October 1March 31, 2009 1998 (as amended and supplemented from time to time, the “"Indenture”"), among the Company, Del Monte Foods Company (“Holdings”), the Subsidiary Guarantors (as defined in named therein and 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 Exchange Notes of the Company designated as its 7 1/28-7/8% Senior Subordinated Exchange Notes due 2019 2008 (the “Initial "Exchange Notes”"). .] [This Note is one of a duly authorized issue of Private Exchange Notes of the Company designated as its 8-7/8% Senior Subordinated Private Exchange Notes due 2008 (the "Private Exchange 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 Indenture150,000,000. The Notes include the Initial NotesNotes (the 8-7/8% Senior Subordinated Notes due 2008), and the Additional Private Exchange Notes and the Exchange Notes, as defined below, Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes, Additional the Private Exchange Notes and the Exchange Notes are treated as a single class of securities under the Indenture. Terms Capitalized 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 TIA of 1939 (15 U.S. Code §§ xx.xx. 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 deliveredthem. 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 To the extent of any conflict between the terms of the Notes by the Subsidiary Guarantors will be released in certain circumstances set forth in and the Indenture, the applicable terms of the Indenture shall govern.