CREDIT AGREEMENT Dated as of June 7, 2013 among H. J. HEINZ COMPANY, as the Borrower, HAWK ACQUISITION SUB, INC., as the Initial Borrower, HAWK ACQUISITION INTERMEDIATE CORPORATION II, as Holdings, JPMORGAN CHASE BANK, N.A., as Administrative Agent...Credit Agreement • June 13th, 2013 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • New York
This CREDIT AGREEMENT is entered into as of June 7, 2013, among H. J. HEINZ COMPANY, a Pennsylvania corporation (the “Borrower”), HAWK ACQUISITION SUB, INC., a Pennsylvania corporation (the “Initial Borrower”), HAWK ACQUISITION INTERMEDIATE CORPORATION II, a Delaware corporation (“Holdings”), JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
HAWK ACQUISITION SUB, INC., as Issuer to be merged with and into H.J. HEINZ COMPANY, the GUARANTORS party hereto AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Collateral Agent $3,100,000,000 4.25% Second Lien Senior Secured Notes due 2020...Indenture • June 13th, 2013 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • New York
INDENTURE dated as of April 1, 2013, among HAWK ACQUISITION SUB, INC., a Pennsylvania corporation (“Merger Sub”) to be merged with and into H.J. HEINZ COMPANY, a Pennsylvania corporation (“Heinz”), HAWK ACQUISITION INTERMEDIATE CORPORATION II, a Delaware corporation (“Holdings”), as a Guarantor, the other Guarantors party hereto from time to time and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2013 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of April 1, 2013 (the “Agreement”), is entered into by and among Hawk Acquisition Sub, Inc., a Pennsylvania corporation (the “Merger Sub”), Hawk Acquisition Intermediate Corporation II (“Holdings”), as a Guarantor and Wells Fargo Securities, LLC for itself and on behalf of J.P. Morgan Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc. and the other initial purchasers set forth on Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
SECOND LIEN SECURITY AGREEMENT dated as of June 7, 2013 among HAWK ACQUISITION INTERMEDIATE CORPORATION II, and CERTAIN OF ITS SUBSIDIARIES, collectively, as the Initial Grantors, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent, and THE...Second Lien Security Agreement • June 13th, 2013 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • New York
SECOND LIEN SECURITY AGREEMENT dated as of June 7, 2013, among the Persons listed on the signature pages hereof (collectively, the “Initial Grantors”), certain subsidiaries of Holdings (as defined below) from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Secured Parties (in such capacity and together with its successors and assigns in such capacity, the “Collateral Agent”) and THE BANK OF NEW YORK MELLON, LONDON BRANCH, as successor to Royal Bank of Canada Europe Limited, as fiscal agent and principal paying agent (in such capacities, the “Fiscal Agent”).
Supplemental IndentureSupplemental Indenture • June 13th, 2013 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • New York
SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of June 7, 2013, by and among H.J. Heinz Company, a Pennsylvania Corporation (“Heinz”) the parties that are signatories hereto as Guarantors (each a “Guaranteeing Subsidiary”) and Wells Fargo Bank, National Association, as Trustee and Collateral Agent under the Indenture referred to below.
SECURITY AGREEMENT dated as of June 7, 2013 among HAWK ACQUISITION INTERMEDIATE CORPORATION II, and CERTAIN OF ITS SUBSIDIARIES collectively, as the Initial Grantors, and JPMORGAN CHASE BANK, N.A., as Collateral AgentSecurity Agreement • June 13th, 2013 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • New York
SECURITY AGREEMENT dated as of June 7, 2013, among the Persons listed on the signature pages hereof (collectively, the “Initial Grantors”), certain subsidiaries of Holdings (as defined below) from time to time party hereto, and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Collateral Agent for the Secured Parties.
Joinder AgreementJoinder Agreement • June 13th, 2013 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • New York
Reference is made to the Purchase Agreement (the “Purchase Agreement”) dated March 22, 2013, initially among Hawk Acquisition Sub, Inc., a Pennsylvania corporation (“Merger Sub”), to be merged with and into H.J. Heinz Company, a Pennsylvania corporation (the “Company”), Hawk Acquisition Intermediate Corporation II, a Delaware corporation (“Holdings”) and the several parties named in Schedule 1 thereto (the “Initial Purchasers”), concerning the purchase of the Securities (as defined in the Purchase Agreement) from Merger Sub by the Initial Purchasers. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Purchase Agreement.
SHORT FORM SECOND LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • June 13th, 2013 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, the “IP Security Agreement”) dated June 7, 2013, is made by the Persons listed on the signature pages hereof (collectively, the “Grantors”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture and the Security Agreement referred to therein.
Joinder to Registration Rights AgreementRegistration Rights Agreement • June 13th, 2013 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • New York
Reference is made to the Registration Rights Agreement (the “Registration Rights Agreement”) dated as of April 1, 2013 by and among Hawk Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”), Hawk Acquisition Intermediate Corporation II (“Holdings”) and Wells Fargo Securities, LLC (“Wells Fargo”) for itself and on behalf of J.P. Morgan Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc. and the other initial purchasers set forth on Schedule I to the Purchase Agreement (the “Initial Purchasers”) concerning the sale by Merger Sub to the Initial Purchasers of $3,100 million aggregate principal amount of Merger Sub’s 4.25% Second Lien Senior Secured Notes due 2020 (the “Notes”) and together with the related guarantees (the “Securities”). Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Registration Rights Agreement.
GUARANTY dated as of June 7, 2013 among HAWK ACQUISITION INTERMEDIATE CORPORATION II, as Guarantor CERTAIN SUBSIDIARIES IDENTIFIED HEREIN, as Guarantors and JPMORGAN CHASE BANK, N.A., as Collateral AgentGuaranty • June 13th, 2013 • Heinz H J Co • Canned, frozen & preservd fruit, veg & food specialties • New York
GUARANTY dated as of June 7, 2013, among HAWK ACQUISITION INTERMEDIATE CORPORATION II, certain Subsidiaries of the Borrower (as defined below) from time to time party hereto and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Collateral Agent.
