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EXHIBIT 10.31
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental Indenture"),
dated as of December 19, 1997, as made by and among DEL MONTE CORPORATION, a
New York corporation (the "Company"), DEL MONTE FOODS COMPANY, a Maryland
corporation, as Guarantor (the "Holdings"), and MARINE MIDLAND BANK, a New York
state banking corporation and trust company, as Trustee (the "Trustee"), to
amend that certain Indenture dated April 18, 1997 pursuant to which the
Company issued $150,000,000 12-1/4% Senior Subordinated Notes due 2007 and
Series B 12-1/4% Senior Subordinated Noted due 2007.
Recitals:
WHEREAS, the parties hereto entered into that certain Indenture dated as
of April 18, 1997 (the "Indenture") pursuant to which the Company issued those
certain 12-1/4% Senior Subordinated Notes due 2007 and Series B 12-1/4% Senior
Subordinated Notes due 2007; and
WHEREAS, the parties hereto now wish to make certain changes to the
Indenture as hereinafter set forth:
NOW, THEREFORE, in consideration of the premises, mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby mutually acknowledged, the parties hereto agree
as follows:
1. Consolidated Net Income. Line 24 of the definition of "Consolidated
Net Income" in Section 1.01 of the Indenture shall be, and hereby is, amended
by (a) deleting the word "or" and inserting a comma after the word
"amortization" therein and (b) inserting the words "or non-cash charge" after
the word depreciation."
2. Ratification of Indenture. As amended by this First Supplemental
Indenture, the Indenture and the Notes are in all respects ratified and
confirmed and the Indenture as so amended by this First Supplemental Indenture
shall be read, taken and construed as one and the same instrument.
3. The Trustee. The Trustee shall not be responsible in any manner
whatsoever for the correctness of the recitals of fact herein, all of which are
made by the Company, and the Trustee shall not be responsible or accountable in
any manner whatsoever for or with respect to the validity or sufficiency of
this First Supplemental Indenture (other than for its due execution hereof) or
of the due execution hereof by the Company.
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4. Miscellaneous.
(a) This First Supplemental Indenture may be executed in any number of
counterparts and by each of the parties hereto on separate counterparts, each of
which, once executed and delivered, shall be deemed to be an original and all of
which taken together shall constitute but one and same instrument.
(b) This First Supplemental Indenture shall be governed and construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.
DEL MONTE CORPORATION
By /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Executive Vice President,
Administration & Chief
Financial Officer
DEL MONTE FOODS COMPANY,
as Guarantor
By /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Executive Vice President,
Administration & Chief
Financial Officer
MARINE MIDLAND BANK,
as Trustee
By /s/ METIN CANER
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Metin Caner
Vice President
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