Attached files

file filename
8-K - FORM 8-K - DEL MONTE FOODS COd8k.htm
EX-3.2 - AMENDED AND RESTATED BY-LAWS - DEL MONTE FOODS COdex32.htm
EX-10.1 - CREDIT AGREEMENT, JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT - DEL MONTE FOODS COdex101.htm
EX-10.8 - PLEDGE AGREEMENT, BANK OF AMERICA, N.A., AS COLLATERAL AGENT - DEL MONTE FOODS COdex108.htm
EX-10.6 - GUARANTEE, IN FAVOR OF BANK OF AMERICA, N.A., AS COLLATERAL AGENT - DEL MONTE FOODS COdex106.htm
EX-10.4 - PLEDGE AGREEMENT, JPMORGAN CHASE BANK, N.A., AS COLLATERAL AGENT - DEL MONTE FOODS COdex104.htm
EX-10.3 - SECURITY AGREEMENT, JPMORGAN CHASE BANK, N.A., AS COLLATERAL AGENT - DEL MONTE FOODS COdex103.htm
EX-10.2 - GUARANTEE, JPMORGAN CHASE BANK, N.A., AS COLLATERAL AGENT - DEL MONTE FOODS COdex102.htm
EX-10.9 - PURCHASE AGREEMENT - DEL MONTE FOODS COdex109.htm
EX-10.5 - CREDIT AGREEMENT, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT - DEL MONTE FOODS COdex105.htm
EX-10.13 - FIRST SUPPLEMENTAL INDENTURE, TO THE INDENTURE - DEL MONTE FOODS COdex1013.htm
EX-10.14 - SECOND SUPPLEMENTAL INDENTURE, TO THE INDENTURE - DEL MONTE FOODS COdex1014.htm
EX-10.16 - INDEMNIFICATION AGREEMENT - DEL MONTE FOODS COdex1016.htm
EX-10.19 - EMPLOYMENT AGREEMENT, BETWEEN DEL MONTE CORPORATION AND DAVID W. ALLEN - DEL MONTE FOODS COdex1019.htm
EX-10.18 - EMPLOYMENT AGREEMENT, BETWEEN DEL MONTE CORPORATION AND LARRY E. BODNER - DEL MONTE FOODS COdex1018.htm
EX-10.10 - INDENTURE, DATED OF FEBRUARY 16, 2011 - DEL MONTE FOODS COdex1010.htm
EX-10.15 - MONITORING AGREEMENT - DEL MONTE FOODS COdex1015.htm
EX-10.20 - LETTER AGREEMENT, BETWEEN BLUE ACQUISITION GROUP, INC. AND TIMOTHY A. COLE - DEL MONTE FOODS COdex1020.htm
EX-10.17 - LETTER AGREEMENT, BETWEEN BLUE ACQUISITION GROUP, INC. AND NEIL HARRISON - DEL MONTE FOODS COdex1017.htm
EX-10.11 - REGISTRATION RIGHTS AGREEMENT - DEL MONTE FOODS COdex1011.htm
EX-10.12 - SECOND SUPPLEMENTAL INDENTURE, TO THE INDENTURE - DEL MONTE FOODS COdex1012.htm
EX-10.7 - SECURITY AGREEMENT, BANK OF AMERICA, N.A., AS COLLATERAL AGENT - DEL MONTE FOODS COdex107.htm

Exhibit 3.1

RESTATED

CERTIFICATE OF INCORPORATION

OF

DEL MONTE FOODS COMPANY

 

FIRST: The name of the corporation (which is hereinafter referred to as the “Corporation”) is Del Monte Foods Company.

SECOND: The name and address of the registered agent in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as from time to time amended.

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares of common stock, par value $0.01 per share.

FIFTH: In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in this certificate of incorporation, bylaws of the Corporation may be adopted, amended or repealed by a majority of the board of directors of the Corporation, but any bylaws adopted by the board of directors may be amended or repealed by the stockholders entitled to vote thereon. Election of directors need not be by written ballot.

SIXTH: (a) A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. If the General Corporation Law of the State of Delaware is amended after the effective date of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended.

Any amendment, modification or repeal of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.


(b) Each person (a “Covered Person”) who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a Director, officer, employee or agent or in any other capacity while serving as a Director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a Director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in (c) of this Article SIXTH, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification and advancement of expenses conferred in this Article shall be a contract right. The Corporation shall pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a Covered Person as set forth herein in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such Director or officer, to repay all amounts so advanced if it shall ultimately be determined that such Director or officer is not entitled to be indemnified under this Article or otherwise. The Corporation may, by action of the Board of Directors, provide indemnification and advancement of expenses to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of and advancement of expenses to Directors and officers.

(c) If a claim under (b) in this Article SIXTH is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the

 

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claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(d) The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article SIXTH shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Restated Certificate of Incorporation, Bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

(e) The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

(f) Any repeal or modification of the foregoing provisions of this Article SIXTH shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

 

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