1 EXHIBIT 10.1 ================================================================ ================ SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JANUARY 14, 2000Credit Agreement • February 11th, 2000 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
andIndenture • June 12th, 1997 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
CONFORMED COPY SUPPLEMENTAL INDENTURE DATED AS OF APRIL 24, 1998Supplemental Indenture • May 18th, 1998 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies
Conformed Copy STOCKHOLDERS' AGREEMENT This AGREEMENT is made as of this 18th day of April, 1997, by and among Del Monte Foods Company, a Maryland corporation (hereinafter referred to as the "Company"), and each of the following (hereinafter severally...Stockholders' Agreement • June 12th, 1997 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • Maryland
FromSecurity Agreement • February 11th, 2005 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
Exhibit 10.5 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "ASSIGNMENT AND ASSUMPTION AGREEMENT"), is dated as of the 17 day of December 2002, and is made by and between H.J. Heinz Company, a Pennsylvania...Assignment and Assumption Agreement • March 17th, 2003 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
WITNESSETH:Lease Agreement • September 30th, 2002 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies
AMONGCredit Agreement • March 17th, 2003 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
amongCredit Agreement • February 11th, 2005 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
1 EXHIBIT 1.1 DEL MONTE CORPORATION 9 1/4% SENIOR SUBORDINATED NOTES DUE 2011 PLACEMENT AGREEMENT May 3, 2001Del Monte Foods Co • July 10th, 2001 • Canned, fruits, veg, preserves, jams & jellies • New York
DEL MONTE CORPORATION as Issuer DEL MONTE FOODS COMPANY, MIKE MAC IHC, INC, STAR-KIST SAMOA, INC., MARINE TRADING PACIFIC, INC. and STAR-KIST MAURITIUS, INC. as Guarantors and DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee INDENTUREIndenture • February 11th, 2005 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
Exhibit 1.1 12,000,000 SHARES DEL MONTE FOODS COMPANY COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT JANUARY 14, 2004Del Monte Foods Co • January 16th, 2004 • Canned, fruits, veg, preserves, jams & jellies • New York
RECITALSRegistration Rights Agreement • June 30th, 1998 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
1 EXHIBIT 1.1 [*****] SHARES DEL MONTE FOODS COMPANY COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT Morgan Stanley & Co. Incorporated BancAmerica Robertson Stephens Bear, Stearns & Co. Inc. BT Alex. Brown Incorporated Donaldson, Lufkin...Underwriting Agreement • July 24th, 1998 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
ARTICLE I DEFINITIONSSupply Agreement • September 30th, 2002 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies
1 [*****] SHARES DEL MONTE FOODS COMPANY COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT Morgan Stanley & Co. Incorporated BancAmerica Robertson Stephens Bear, Stearns & Co. Inc. BT Alex. Brown Incorporated Donaldson, Lufkin & Jenrette...Underwriting Agreement • July 28th, 1998 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
FromDel Monte Foods Co • March 17th, 2003 • Canned, fruits, veg, preserves, jams & jellies • New York
1 EXHIBIT 99.1 BANKERS TRUST COMPANY EXCHANGE AGENT AGREEMENT Bankers Trust Company Corporate Trust and Agency Group Four Albany Street, 4th Floor New York, New York 10006 Attention: Corporate Market Services Ladies and Gentlemen: Del Monte Foods...Del Monte Foods Co • March 4th, 1998 • Canned, fruits, veg, preserves, jams & jellies • New York
BETWEENRegistration Rights Agreement • February 11th, 2005 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
AGREEMENT AND PLAN OF MERGER amongAgreement and Plan of Merger • June 12th, 1997 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • Maryland
A-1Del Monte Foods Co • February 11th, 2005 • Canned, fruits, veg, preserves, jams & jellies • New York
WITNESSETHFirst Supplemental Indenture • March 17th, 2003 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
Conformed Copy EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of December 11, 1995, by and between DEL MONTE CORPORATION, a New York corporation (the "Company"), and BRIAN E. HAYCOX (hereinafter called the "Executive"). W I T N E S S E T H: WHEREAS,...Employment Agreement • June 12th, 1997 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • California
1 EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT Dated as of December 17, 1997Registration Rights Agreement • March 4th, 1998 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
1 EXHIBIT 10.26 EMPLOYMENT AGREEMENT AGREEMENT, dated this 16th day of March, 1998 (the "Agreement"), among DEL MONTE FOODS COMPANY (the "Employer"), a Maryland corporation, with its offices at One Market, San Francisco, CA 94105, and Wesley J. Smith,...Employment Agreement • September 22nd, 1998 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • California
1 EXHIBIT 4.4 AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 17, 1997Credit Agreement • March 4th, 1998 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
DEL MONTE FOODS COMPANY, as Issuer and MARINE MIDLAND BANK as Trustee INDENTUREDel Monte Foods Co • March 4th, 1998 • Canned, fruits, veg, preserves, jams & jellies • New York
W I T N E S S E T HLease Agreement • September 30th, 2002 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies
SharesDel Monte Foods Co • January 19th, 1999 • Canned, fruits, veg, preserves, jams & jellies • New York
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT DATED DECEMBER 20, 2002Registration Rights Agreement • March 17th, 2003 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
EXHIBIT 10.17 LEASE AGREEMENT by and between DELMO (PA) QRS 11-36Lease Agreement • September 30th, 2002 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies
Exhibit 4.5 SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture (this "Second Supplemental Indenture"), dated as of December 20, 2002, among SKF Foods, Inc., a Delaware corporation (the "Issuer"), Mike Mac IHC, Inc., a Delaware corporation,...Supplemental Indenture • March 17th, 2003 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
EXHIBIT 10.43 FIRST AMENDMENT TO RETENTION AGREEMENT This First Amendment to Retention Agreement (the "First Amendment") is entered into as of March 28, 2002, by and between DEL MONTE FOODS COMPANY, a Delaware corporation, with its principal place of...Retention Agreement • September 30th, 2002 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies
SKF FOODS INC., as Issuer DEL MONTE FOODS COMPANY, MIKE MAC IHC, INC, STAR-KIST SAMOA, INC., MARINE TRADING PACIFIC, INC. and STAR-KIST MAURITIUS, INC. as Guarantors and THE BANK OF NEW YORK as TrusteeSupplemental Indenture • March 17th, 2003 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
FORM OFSecurity Agreement • March 17th, 2003 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
