MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • July 15th, 2011 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies • Delaware
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of June 17, 2011 among Blue Acquisition Group, Inc., a Delaware corporation (the “Company”), Blue Holdings I, L.P., a Delaware limited partnership (“Parent”), and the undersigned Person (the “Management Stockholder”) (the Company, Parent and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 6(b) of this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2013 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies • California
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”).
SALE PARTICIPATION AGREEMENTSale Participation Agreement • July 15th, 2011 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies • Delaware
You have entered into a Management Stockholder’s Agreement, in each case, dated as of the date hereof, among Blue Holdings I, L.P., a Delaware limited partnership and the parent entity of the Company (“Parent”) and you (the “Stockholder’s Agreement”) relating to (i) the purchase by you of Purchased Stock (as defined in the Stockholder’s Agreement); and/or (iii) the grant by the Company to you of options (the, “Options”) to purchase shares of common stock, par value $0.01 per share, of the Company (“Common Stock”, which includes any Purchased Stock). Parent hereby agrees with you as follows pursuant to the terms of this Sale Participation Agreement (this “Agreement”), effective as of the Closing Date (as defined in the Stockholder’s Agreement):
FORM OF STOCK OPTION AGREEMENTStock Option Agreement • July 15th, 2011 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies • Delaware
THIS AGREEMENT, dated as of the date indicated on Schedule B hereto (the “Grant Date”), is made by and between Blue Acquisition Group, Inc., a Delaware corporation (hereinafter referred to as the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or a Subsidiary or Affiliate of the Company, hereinafter referred to as the “Optionee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in 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”).
FORM OF MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • July 15th, 2011 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies • Delaware
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of March 8, 2011 among Blue Acquisition Group, Inc., a Delaware corporation (the “Company”), Blue Holdings I, L.P., a Delaware limited partnership (“Parent”), and the undersigned Person (the “Management Stockholder”) (the Company, Parent and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 6(b) of this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • May 19th, 2011 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies • California
This Employment Agreement (the “Agreement”) is entered into as of May 13, 2011, by and between DEL MONTE CORPORATION, a Delaware corporation, with its principal place of business in San Francisco, California (the “Corporation”), for purposes of Sections 1(a) and 3 only, Blue Acquisition Group, Inc., a Delaware corporation (the “Parent” or “Blue Acquisition”), and David J. West (“Executive”).
7th AMENDMENT RESTATED DEL MONTE FOODS RETAIL BROKERAGE AGREEMENTRetail Brokerage Agreement • December 9th, 2013 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies
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”).
Blue Acquisition Group, Inc. c/o Kohlberg Kravis Roberts & Co. L.P. 9 W. 57th St., Suite 4200 New York, New York 10019Letter Agreement • July 15th, 2011 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies • New York
This letter (the “Letter Agreement”) is to confirm our understanding regarding certain rights we have agreed to provide you in connection with the consummation of the transactions contemplated under the certain Agreement and Plan of Merger, dated as of November 24, 2010, among Blue Acquisition Group, Inc. (“Parent”), Blue Merger Sub Inc. and Del Monte Foods Company (the “Company”) (as it may be amended or modified, the “Merger Agreement”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • February 27th, 2014 • Big Heart Pet Brands • Canned, fruits, veg, preserves, jams & jellies • New York
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”).
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...Credit Agreement • March 7th, 2014 • Big Heart Pet Brands • Canned, fruits, veg, preserves, jams & jellies • New York
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.
FORM OF AMENDMENT TO THE MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • December 12th, 2011 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies
WHEREAS, Blue Acquisition Group, Inc. (the “Company”) has previously entered into Management Stockholder’s Agreements with certain management stockholders of the Company, and all capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Management Stockholder’s Agreements; and
First Amendment to Employment AgreementEmployment Agreement • June 28th, 2013 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies
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”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • February 5th, 2013 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies • New York
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”).
TRANSITIONAL TRADEMARK LICENSE AGREEMENTTransitional Trademark License Agreement • February 19th, 2014 • Big Heart Pet Brands • Canned, fruits, veg, preserves, jams & jellies
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”).
First Amendment to Employment AgreementEmployment Agreement • June 29th, 2012 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies
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 L. FRENCH, an individual residing in the State of California (“Executive”).
RESTATED DEL MONTE FOODS RETAIL BROKERAGE AGREEMENTRetail Brokerage Agreement • March 13th, 2012 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies
This Sixth Amendment (“6th Amendment”) dated January 6, 2012 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, and February 10, 2011 (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”).
ASSUMPTION AGREEMENTAssumption Agreement • April 26th, 2011 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies • New York
This ASSUMPTION AGREEMENT (this “Assumption Agreement”), dated as of April 26, 2011, relating to the Credit Agreement dated as of March 8, 2011 (as supplemented by the Joinder Agreement among Del Monte Corporation and Bank of America, N.A., as Administrative Agent, dated as of March 9, 2011, and as otherwise amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among BLUE ACQUISITION GROUP, INC., a Delaware corporation (“Holdings”), DEL MONTE FOODS COMPANY, a Delaware corporation (the “Original Borrower”), the other Borrowers party thereto, the Lender Parties party thereto, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, and the other parties thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • February 19th, 2014 • Big Heart Pet Brands • Canned, fruits, veg, preserves, jams & jellies
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”).
ASSUMPTION AGREEMENTAssumption Agreement • April 26th, 2011 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies • New York
This ASSUMPTION AGREEMENT (this “Assumption Agreement”), dated as of April 26, 2011, relating to the Credit Agreement dated as of March 8, 2011 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) among BLUE ACQUISITION GROUP, INC., a Delaware corporation (“Holdings”), DEL MONTE FOODS COMPANY, a Delaware corporation (the “Original Borrower”), the Lender Parties party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, and the other parties thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
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, 2013Purchase Agreement • December 9th, 2013 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies • New York
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”).
Blue Acquisition Group, Inc. c/o Kohlberg Kravis Roberts & Co. L.P. 9 W. 57th St., Suite 4200 New York, New York 10019Letter Agreement • July 15th, 2011 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies • New York
This letter (the “Letter Agreement”) is to confirm our understanding regarding certain rights we have agreed to provide you in connection with the consummation of the transactions contemplated under the certain Agreement and Plan of Merger, dated as of November 24, 2010, among Blue Acquisition Group, Inc. (“Parent”), Blue Merger Sub Inc. and Del Monte Foods Company (which has since been merged with and into Del Monte Corporation (the “Corporation”)) (as it may be amended or modified, the “Merger Agreement”). For purposes of this Letter Agreement, reference is made herein to that certain Management Stockholder’s Agreement among Parent, Blue Holdings, I, L.P. and you, dated as of February 16, 2011 (the “MSA”), and all capitalized terms used but not otherwise defined in this Letter Agreement shall have the meaning ascribed to them in the MSA.
THIRD AMENDMENT TO OFFICE LEASEOffice Lease • December 9th, 2013 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies
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:
FOURTH AMENDMENT TO LEASELease Agreement • December 9th, 2013 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies
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:
SEVERANCE AGREEMENT AND RELEASE OF ALL CLAIMSSeverance Agreement • July 3rd, 2014 • Big Heart Pet Brands • Canned, fruits, veg, preserves, jams & jellies • California
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”).
THIRD SUPPLEMENTAL INDENTURE dated as of June 22, 2011 with respect to the: INDENTURE Dated as of February 16, 2011 between BLUE MERGER SUB INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as TrusteeThird Supplemental Indenture • July 15th, 2011 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) is entered into as of June 22, 2011 by and between Del Monte Corporation, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture referred to below.
FORM OF OPTION ROLLOVER AGREEMENTOption Rollover Agreement • July 15th, 2011 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies • Delaware
WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of November 24, 2010 (the “Merger Agreement”), by and among Del Monte Foods Company, a Delaware corporation (“Del Monte”), the Company and Blue Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will on the date of closing of the Merger (as defined herein) pursuant to the Merger Agreement (the “Closing Date”) merge with and into the Company (the “Merger”), with Del Monte surviving the Merger, with each stockholder of Del Monte common stock as in effect immediately prior to the Merger (such stock, “Del Monte Stock”) receiving $19.00 per share upon consummation of the Merger;
Second Amendment to Employment AgreementEmployment Agreement • June 28th, 2013 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies
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”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 29th, 2012 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies • California
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”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 15th, 2011 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies • Delaware
THIS AGREEMENT (the “Agreement”) is made effective as of June 17, 2011 (the “Grant Date”), between Blue Acquisition Group, Inc. (hereinafter called the “Company”), and David J. West, an employee of the Company or of a subsidiary of the Company, hereinafter referred to as the “Grantee.” Capitalized terms not otherwise defined herein shall have the same meanings as in the Employment Agreement, Plan or the Management Stockholder’s Agreement (each as defined below).
