Del Monte Corp Sample Contracts

Big Heart Pet Brands – BIG HEART PET BRANDS REPORTS FISCAL 2015 THIRD QUARTER RESULTS (March 3rd, 2015)

San Francisco – March 3, 2015 – Big Heart Pet Brands (“the Company”) reported fiscal 2015 third quarter and year-to-date results reflecting continued growth from new products. As a subsequent event to the quarter, the Company announced on February 3, 2015, that it will be acquired by The J.M. Smucker Company (“Smucker”) (NYSE: SJM), in a stock and cash transaction valued at approximately $5.8 billion. The deal is expected to close by the end of the current fiscal year.

Big Heart Pet Brands – KKR, Vestar Capital Partners and Centerview Capital Enter Agreement for $5.8 Billion Cash and Stock Transaction (February 4th, 2015)

(SAN FRANCISCO) February 3, 2015 – Big Heart Pet Brands today announced that it has entered into a definitive agreement to be acquired by The J.M. Smucker Company (“Smucker”) (NYSE: SJM), in a cash and stock transaction valued at approximately $5.8 billion. The transaction is expected to close by the end of Big Heart Pet Brands’ current fiscal year, which ends on May 3, 2015, subject to customary closing conditions including receipt of required regulatory approvals.

Big Heart Pet Brands – BIG HEART PET BRANDS REPORTS FISCAL 2015 SECOND QUARTER RESULTS (December 10th, 2014)

San Francisco – December 10, 2014 – Big Heart Pet Brands (formerly known as Del Monte Corporation) reported fiscal 2015 second quarter and year-to-date results reflecting continued strength in innovation.

Big Heart Pet Brands – BIG HEART PET BRANDS REPORTS FISCAL 2015 FIRST QUARTER RESULTS (September 9th, 2014)

San Francisco – September 9, 2014 – Big Heart Pet Brands (formerly known as Del Monte Corporation) today reported strong net sales growth driven by the prior year acquisition of Natural Balance Pet Foods, Inc. (“Natural Balance”) and successful new product launches.

Big Heart Pet Brands – June 3, 2013 Giannella Alvarez Dear Giannella: (July 3rd, 2014)

This offer is contingent upon your successful passing of a pre-employment drug screen, positive reference and background checks, and your ability to establish your employment eligibility in the United States. Enclosed is a notice outlining documents you will be required to present on your first day of work in order to comply with the Immigration Reform and Control Act of 1986.

Big Heart Pet Brands – SEVERANCE AGREEMENT AND RELEASE OF ALL CLAIMS (July 3rd, 2014)

This Severance Agreement and Release of All Claims (“Agreement”) is made and entered into by and between Giannella Alvarez (“Executive”) and Del Monte Corporation (the “Company”) (together, the “Parties”).

Big Heart Pet Brands – BIG HEART PET BRANDS REPORTS FULL YEAR 2014 AND FOURTH QUARTER RESULTS (July 2nd, 2014)

San Francisco – July 2, 2014 – Big Heart Pet Brands (formerly known as Del Monte Corporation) today reported strong net sales driven by the acquisition of Natural Balance Pet Foods, Inc. and new product launches across the portfolio.

Big Heart Pet Brands – BIG HEART PET BRANDS REPORTS FISCAL 2014 THIRD QUARTER RESULTS (March 7th, 2014)

San Francisco – March 7, 2014 – Big Heart Pet Brands (formerly known as Del Monte Corporation) completed the sale of its Consumer Products business on February 18, 2014 and is now one of the largest standalone pet products companies in the U.S.

Big Heart Pet Brands – CREDIT AGREEMENT Dated as of March 6, 2014 among BLUE ACQUISITION GROUP, INC., as Holdings, BIG HEART PET BRANDS, as Lead Borrower NATURAL BALANCE PET FOODS, INC., as a Borrower The Several Lenders from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, BMO HARRIS BANK, N.A. and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents J.P. MORGAN SECURITIES LLC and KKR CAPITAL MARKETS LLC, as Joint Lead Arrangers J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and KKR CAPITAL MARKETS LLC, as Joint Bookrunners (March 7th, 2014)

ABL CREDIT AGREEMENT, dated as of March 6, 2014, among BLUE ACQUISITION GROUP, INC., a Delaware corporation (“Holdings”), BIG HEART PET BRANDS, a Delaware corporation (the “Lead Borrower”), NATURAL BALANCE PET FOODS, INC., a California corporation, and each other Borrower (as hereinafter defined) from time to time party hereto, the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Collateral Agent (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Article 1)., BMO HARRIS BANK, N.A. and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents.

Big Heart Pet Brands – AMENDMENT NO. 2 TO CREDIT AGREEMENT (February 27th, 2014)

AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of February 24, 2014 (this “Amendment”), among BIG HEART PET BRANDS (formerly known as Del Monte Corporation), a Delaware corporation as successor by merger to Del Monte Foods Company (the “Borrower”), Blue Acquisition Group, Inc. (“Holdings”), each of the lenders that is a signatory hereto; and JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent (in such capacity, together with its successors, the “Administrative Agent”).

Big Heart Pet Brands – CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF DEL MONTE CORPORATION (February 19th, 2014)

Del Monte Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify:

Big Heart Pet Brands – DEL MONTE CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (February 19th, 2014)

The following Unaudited Pro Forma Condensed Consolidated Financial Statements of Del Monte Corporation reflect the impact of the previously announced disposition of the interests of certain subsidiaries related to the Company’s Consumer Products business (the “Consumer Products Business”) and generally all assets primarily related to the Consumer Products Business. On February 18, 2014, the Company completed the sale of the Consumer Products Business pursuant to the terms of a Purchase Agreement with Del Monte Pacific Limited (“DMPL”) and its subsidiary, Del Monte Foods Consumer Products, Inc. (now known as “Del Monte Foods, Inc.”) (the “Acquiror”). The Pro Forma Financial Information has been derived from the historical consolidated financial statements of the Company, which are included in its Annual Report on Form 10-K for the fiscal year ended April 28, 2013 and its Quarterly Report on Form 10-Q for the six months ended October 27, 2013.

Big Heart Pet Brands – TRANSITIONAL TRADEMARK LICENSE AGREEMENT (February 19th, 2014)

This TRANSITIONAL TRADEMARK LICENSE AGREEMENT (“Agreement”) is effective as of February 18, 2014 by and between DEL MONTE FOODS, INC. (formerly known as Del Monte Foods Consumer Products, Inc.), a Delaware corporation (“Licensor”) and DEL MONTE CORPORATION, a Delaware corporation (“Licensee”, and together with Licensor, the “Parties”, and each, a “Party”).

Big Heart Pet Brands – TRANSITION SERVICES AGREEMENT (February 19th, 2014)

THIS TRANSITION SERVICES AGREEMENT (the “Agreement”), dated as of February 18, 2014 is made by and between Del Monte Corporation, a Delaware corporation (“DMC”), Del Monte Foods, Inc. (formerly known as Del Monte Foods Consumer Products, Inc.), a Delaware corporation (“Buyer”), and, solely for purposes of Section 9.16, Del Monte Pacific Limited, a corporation established under the laws of the British Virgin Islands (“Parent”).

Big Heart Pet Brands – BY-LAWS of BIG HEART PET BRANDS (hereinafter, the “Corporation”) Amended in their entirety on April 26, 2011 (February 19th, 2014)
Del Monte Corp – THIRD AMENDMENT TO OFFICE LEASE (December 9th, 2013)

THIS THIRD AMENDMENT TO OFFICE LEASE (“Third Amendment”) is entered into as of June 26, 2013 (the “Third Amendment Effective Date”), by and between PPF OFF ONE MARITIME PLAZA, LP, a Delaware limited partnership (“Landlord”), and DEL MONTE CORPORATION, a Delaware corporation (“Tenant”), with reference to the following facts:

Del Monte Corp – Certain portions of this agreement, for which confidential treatment has been requested, have been omitted and filed separately with the Securities and Exchange Commission. Sections of the agreement where portions have been omitted have been identified in the text. (December 9th, 2013)

This Seventh Amendment (“7th Amendment”) dated February 15, 2013 shall amend the Restated Del Monte Foods Retail Brokerage Agreement dated November 22, 2008 and subsequently amended on May 4, 2009, September 22, 2009, January 26, 2010, May 1, 2010, August 11, 2010, February 10, 2011, and January 6, 2012 (the “Agreement”), by and between Del Monte Corporation, a corporation with its main business office at One Maritime Plaza, San Francisco, California 94111 (the “Client”) and Advantage Sales & Marketing LLC, a limited liability company with its main business office at 18100 Von Karman Avenue, Suite 900, Irvine, CA 92612 (“Broker”).

Del Monte Corp – One Maritime Plaza P.O. Box 193575 San Francisco, CA 94119-3575 415-247-3000 (December 9th, 2013)

In connection with the agreement dated October 9, 2013, among Del Monte Corporation (the “Company”), Del Monte Pacific Limited (“Pacific”) and Del Monte Foods Consumer Products, Inc., to sell the Company’s Consumer Products business to Pacific (the “Transaction”), this letter agreement is intended to memorialize the terms of your continued employment by the Company, which terms shall be in effect beginning October 18, 2013 (“Transition Date”) and through the closing date of the Transaction (“Closing Date”).

Del Monte Corp – PURCHASE AGREEMENT among DEL MONTE CORPORATION, DEL MONTE FOODS CONSUMER PRODUCTS, INC. and, solely for the purposes of Section 11.20 herein, DEL MONTE PACIFIC LIMITED Dated as of October 9, 2013 (December 9th, 2013)

This PURCHASE AGREEMENT, dated as of October 9, 2013 (this “Agreement”), is made among DEL MONTE CORPORATION, a Delaware corporation (the “Company”), and DEL MONTE FOODS CONSUMER PRODUCTS, INC., a Delaware corporation (the “Acquiror”), and, solely for purposes of Section 11.20, DEL MONTE PACIFIC LIMITED, a corporation established under the laws of the British Virgin Islands (“Parent”).

Del Monte Corp – FOURTH AMENDMENT TO LEASE (December 9th, 2013)

THIS FOURTH AMENDMENT TO LEASE (“Fourth Amendment”) is entered into as of September 17, 2013 (the “Fourth Amendment Effective Date”), by and between PPF OFF ONE MARITIME PLAZA, LP, a Delaware limited partnership (“Landlord”) and DEL MONTE CORPORATION, a Delaware corporation (“Tenant”) with reference to the following facts:

Del Monte Corp – Del Monte Corporation Independent Director Compensation Plan October 25, 2013 (December 9th, 2013)

This Independent Director Compensation Plan is intended to promote the interests of Del Monte Corporation (Company) by providing the eligible directors of the Company with incentives and rewards that encourage superior management, growth and protection of the business of the Company. The compensation provided hereunder is in recognition of service as a member of the Board of Managers of Blue Holdings GP, LLC, which is the general partner of Blue Holdings I, L.P. (BHLP), as well as a member of the Boards of Directors of BHLP’s subsidiaries, Blue Acquisition Group, Inc. (BAG) and the Company (collectively, Boards).

Del Monte Corp – DEL MONTE CORPORATION REPORTS FISCAL 2014 SECOND QUARTER RESULTS (December 6th, 2013)

On October 9, 2013, Del Monte entered into an agreement to sell the Consumer Products business (the “Consumer Business”) to Del Monte Pacific Limited for $1.675 billion, subject to a working capital adjustment. The transaction is expected to close by early calendar year 2014.

Del Monte Corp – DEL MONTE FOODS REACHES AGREEMENT TO SELL CONSUMER PRODUCTS BUSINESS AND FOCUS ON PET PRODUCTS Del Monte Pacific Limited agrees to acquire Consumer Products business for $1.675 billion to continue segment’s recent success Del Monte Foods will focus on capturing growth in expanding $20 billion pet food and snack market (October 11th, 2013)

(San Francisco) October 10, 2013 – Del Monte Foods today announced that it has reached an agreement to sell its Consumer Products business to Del Monte Pacific Limited (“DMPL”) (Bloomberg: DELM SP, DMPL PM) for $1.675 billion. Given the distinct operations and markets of Del Monte Foods’ two segments, Pet Products and Consumer Products, a sale of the Consumer Products segment to DMPL will ensure that both business units are best positioned for growth in their respective markets. Upon closing, Del Monte Foods will change its name to reflect its focus on the pet products market.

Del Monte Corp – DEL MONTE CORPORATION REPORTS FISCAL 2014 FIRST QUARTER RESULTS (September 11th, 2013)

• Pet Products sales increased 5.0% due to list pricing actions net of trade spend and the Natural Balance acquisition, partially offset by volume declines (including pricing elasticity)

Del Monte Corp – First Amendment to Employment Agreement (June 28th, 2013)

This First Amendment (“Amendment”) to the Employment Agreement dated September 1, 2004 (“Employment Agreement”) is made as of December 1, 2008 between DEL MONTE CORPORATION, a Delaware corporation, with its principal place of business in San Francisco, California (“Corporation”) and RICHARD W. MUTO, an individual residing in the State of California (“Executive”).

Del Monte Corp – Second Amendment to Employment Agreement (June 28th, 2013)

This Second Amendment to Employment Agreement (the “Second Amendment”) is entered into as of July 21, 2009 and effective as of December 1, 2008, by and between DEL MONTE CORPORATION, a Delaware corporation, with its principal place of business in San Francisco, California (“Corporation”) and RICHARD W. MUTO, an individual residing in the State of California (“Executive”).

Del Monte Corp – EMPLOYMENT AGREEMENT (June 28th, 2013)

This Employment Agreement (the “Agreement”) is entered into as of September 1, 2004, by and between DEL MONTE CORPORATION, a Delaware corporation, with its principal place of business in San Francisco, California (the “Corporation”) and RICHARD W. MUTO, an individual residing in the State of California (“Executive”).

Del Monte Corp – DEL MONTE CORPORATION REPORTS FISCAL 2013 FOURTH QUARTER RESULTS (June 21st, 2013)

• Operating income increased $35.3 million mainly due to list pricing actions net of trade spend; the absence of prior year unusual litigation costs was more than offset by higher SG&A expense in the current year period

Del Monte Corp – ANNOUNCE MERGER AGREEMENT Merger to expand Del Monte’s presence in fast-growing pet specialty channel; sets the stage for Natural Balance’s continued growth (May 22nd, 2013)

SAN FRANCISCO — May 22, 2013 — Del Monte Foods and Natural Balance Pet Foods®, Inc. announced today that the companies have signed a merger agreement. Natural Balance Pet Foods®, makers of super-premium pet food for dogs and cats sold throughout North America and also in Europe and Asia, will join Del Monte’s robust pet products portfolio.

Del Monte Corp – 2013 AMENDMENT TO THE STOCK OPTION AGREEMENT (March 11th, 2013)

WHEREAS, Blue Acquisition Group, Inc. (the “Company”) has granted options to purchase common stock of the Company (“Options”) pursuant to that certain Stock Option Agreement (the “Option Agreement”) pursuant to the 2011 Stock Incentive Plan for Key Employees of Blue Acquisition Group, Inc. and its Affiliates, as such plan may be amended from time to time (the “Plan”), and all capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Option Agreement; and

Del Monte Corp – DEL MONTE CORPORATION REPORTS FISCAL 2013 THIRD QUARTER RESULTS (March 8th, 2013)

• Increased marketing investment, higher ingredient costs and costs associated with the voluntary recall of certain Milo’s Kitchen chicken dog treats drove the decline

Del Monte Corp – AMENDMENT NO. 1 TO CREDIT AGREEMENT (February 5th, 2013)

AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of February 5, 2013 (this “Amendment”), among DEL MONTE CORPORATION, a Delaware corporation as successor by merger to Del Monte Foods Company (the “Borrower”), the Guarantors, each of the lenders that is a signatory hereto; and JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent (in such capacity, together with its successors, the “Administrative Agent”).

Del Monte Corp – DEL MONTE CORPORATION REPORTS FISCAL 2013 SECOND QUARTER RESULTS (December 7th, 2012)

Del Monte Foods today reported net sales in the second quarter fiscal 2013 of $1,009.7 million compared to $994.3 million in the second quarter fiscal 2012, an increase of 1.5%. Pet new product volumes and list pricing actions net of trade spend drove the increase. Existing product declines in both Pet and Consumer partially offset the increase.

Del Monte Corp – DEL MONTE CORPORATION REPORTS FISCAL 2013 FIRST QUARTER RESULTS (September 10th, 2012)

• Operating income declined 7.1% from $49.3 million to $45.8 million mainly due to increased marketing costs and costs associated with closure of the Kingsburg, California facility

Del Monte Corp – EMPLOYMENT AGREEMENT (June 29th, 2012)

This Employment Agreement (the “Agreement”) is entered into as of October 24, 2011, by and between DEL MONTE CORPORATION, a Delaware corporation, with its principal place of business in San Francisco, California (the “Company”) and M. CARL JOHNSON, III (“Executive”).