Attached files
file | filename |
---|---|
8-K - FORM 8-K - HEINZ H J CO | d555504d8k.htm |
EX-4.2 - EX-4.2 - HEINZ H J CO | d555504dex42.htm |
EX-4.1 - EX-4.1 - HEINZ H J CO | d555504dex41.htm |
EX-3.1 - EX-3.1 - HEINZ H J CO | d555504dex31.htm |
EX-3.2 - EX-3.2 - HEINZ H J CO | d555504dex32.htm |
EX-10.5 - EX-10.5 - HEINZ H J CO | d555504dex105.htm |
EX-10.7 - EX-10.7 - HEINZ H J CO | d555504dex107.htm |
EX-10.8 - EX-10.8 - HEINZ H J CO | d555504dex108.htm |
EX-10.6 - EX-10.6 - HEINZ H J CO | d555504dex106.htm |
EX-10.2 - EX-10.2 - HEINZ H J CO | d555504dex102.htm |
EX-10.4 - EX-10.4 - HEINZ H J CO | d555504dex104.htm |
EX-10.1 - EX-10.1 - HEINZ H J CO | d555504dex101.htm |
EX-10.3 - EX-10.3 - HEINZ H J CO | d555504dex103.htm |
EX-99.1 - EX-99.1 - HEINZ H J CO | d555504dex991.htm |
Exhibit 10.9
Joinder to Registration Rights Agreement
June 7, 2013
Wells Fargo Securities, LLC
J.P. Morgan Securities LLC
as Representatives of the
several Initial Purchasers listed
in Schedule 1 hereto
c/o Wells Fargo Securities, LLC
550 South Tyron Street
Charlotte, NC 28202-4200
Ladies and Gentlemen:
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 Subs 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.
H.J. Heinz Company (HJH), a Pennsylvania corporation, and each of the subsidiaries listed on Schedule 1 hereto (collectively with Holdings, the Guarantors) agree that this letter agreement is being executed and delivered in connection with the issue and sale of the Securities pursuant to the Purchase Agreement.
1. Joinder of the Successor Company. HJH hereby agrees to become bound by the terms, conditions and other provisions of the Registration Rights Agreement with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally named as HJH and the Company therein and as if such party executed the Registration Rights Agreement on the date thereof.
2. Joinder of the Guarantors. Each of the Guarantors hereby agrees to become bound by the terms, conditions and other provisions of the Registration Rights Agreement with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally named as a Guarantor therein and as if such party executed the Registration Rights Agreement on the date thereof.
3. Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York.
4. Counterparts. This agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
5. Amendments. No amendment or waiver of any provision of this letter agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.
6. Headings. The headings in this letter agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
[Remainder of Page Intentionally Blank]
If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us a counterpart hereof, whereupon this letter agreement will become a binding agreement among HJH and the Guarantors party hereto and the several Initial Purchasers in accordance with its terms.
Very truly yours, | ||
H.J. HEINZ COMPANY | ||
By: | /s/ Paulo Basilio | |
Name: Paulo Basilio | ||
Title: Executive Vice President and Chief Financial Officer | ||
HAWK ACQUISITION SUB, INC. | ||
By: | /s/ Paulo Basilio | |
Name: Paulo Basilio | ||
Title: Vice President and Secretary | ||
H. J. HEINZ COMPANY, L.P. | ||
By: | /s/ Leonard A. Cullo, Jr. | |
Name: Leonard A. Cullo, Jr. | ||
Title: Vice President and Treasurer | ||
H. J. HEINZ FINANCE COMPANY | ||
By: | /s/ Leonard A. Cullo | |
Name: Leonard A. Cullo, Jr. | ||
Title: President |
[Signature Page to Joinder to Registration Rights Agreement]
HAWK ACQUISITION INTERMEDIATE | ||
CORPORATION II | ||
By: | /s/ Paulo Basilio | |
Name: Paulo Basilio | ||
Title: Vice President, Chief Financial Officer and Secretary | ||
HEINZ CREDIT LLC | ||
By: | /s/ Robert Yoshida | |
Name: Robert Yoshida | ||
Title: President, Vice President, Secretary and Treasurer | ||
HEINZ GP LLC | ||
By: | /s/ Leonard A. Cullo, Jr. | |
Name: Leonard A. Cullo, Jr. | ||
Title: Vice President and Treasurer | ||
HEINZ INVESTMENT COMPANY | ||
By: | /s/ Robert Yoshida | |
Name: Robert Yoshida | ||
Title: President, Vice President, Secretary, Treasurer and Assistant Treasurer | ||
HEINZ MANAGEMENT L.L.C. | ||
By: | /s/ Leonard A. Cullo, Jr. | |
Name: Leonard A. Cullo, Jr. | ||
Title: Vice President and Treasurer | ||
HEINZ PURCHASING COMPANY | ||
By: | /s/ Leonard A. Cullo, Jr. | |
Name: Leonard A. Cullo, Jr. | ||
Title: Vice President and Treasurer |
[Signature Page to Joinder to Registration Rights Agreement]
HEINZ THAILAND LIMITED | ||
By: | /s/ Leonard A. Cullo, Jr. | |
Name: Leonard A. Cullo, Jr. | ||
Title: Vice President and Treasurer | ||
HEINZ TRANSATLANTIC HOLDING LLC | ||
By: | /s/ Robert Yoshida | |
Name: Robert Yoshida | ||
Title: President, Vice President, Secretary and Treasurer | ||
HJH ONE, L.L.C. | ||
By: | /s/ Leonard A. Cullo, Jr. | |
Name: Leonard A. Cullo, Jr. | ||
Title: President | ||
HJH OVERSEAS L.L.C. | ||
By: | /s/ Leonard A. Cullo, Jr. | |
Name: Leonard A. Cullo, Jr. | ||
Title: President and Treasurer | ||
LEA AND PERRINS, INC. | ||
By: | /s/ Leonard A. Cullo, Jr. | |
Name: Leonard A. Cullo, Jr. | ||
Title: Vice President and Treasurer | ||
NANCYS SPECIALTY FOODS | ||
By: | /s/ Gilbert Schneider | |
Name: Gilbert Schneider | ||
Title: President and Chief Executive Officer |
[Signature Page to Joinder to Registration Rights Agreement]
HEINZ FOREIGN INVESTMENT | ||||
COMPANY | ||||
By: | /s/ Robert Yoshida | |||
Name: | Robert Yoshida | |||
Title: | President, Vice President, Treasurer and Secretary |
[Signature Page to Joinder to Registration Rights Agreement]
SCHEDULE 1
Guarantors
1. | Hawk Acquisition Sub, Inc. | |
2. | H. J. Heinz Company, L.P. | |
3. | H. J. Heinz Company | |
4. | H. J. Heinz Finance Company | |
5. | Hawk Acquisition Intermediate Corporation II | |
6. | Heinz Credit LLC | |
7. | Heinz GP LLC | |
8. | Heinz Investment Company | |
9. | Heinz Management L.L.C. | |
10. | Heinz Purchasing Company | |
11. | Heinz Thailand Limited | |
12. | Heinz Transatlantic Holding LLC | |
13. | HJH One, L.L.C. | |
14. | HJH Overseas L.L.C. | |
15. | Lea and Perrins, Inc. | |
16. | Nancys Specialty Foods | |
17. | Heinz Foreign Investment Company |