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
WITNESSETHFirst Supplemental Indenture • March 17th, 2003 • 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
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
W I T N E S S E T HLease Agreement • September 30th, 2002 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies
AMENDMENT AND WAIVERCredit Agreement • May 18th, 1998 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
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
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
AMONGCredit Agreement • March 17th, 2003 • 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, 2004Underwriting Agreement • January 16th, 2004 • 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
ARTICLE I DEFINITIONSSupply 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,...Second Supplemental Indenture • March 17th, 2003 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
RECITALSLease • September 30th, 2002 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies
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
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
WITNESSETH:Lease Agreement • September 30th, 2002 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies
RECITALSRegistration Rights Agreement • June 30th, 1998 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
FromGuaranty Agreement • March 17th, 2003 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
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
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
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 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...Exchange Agent Agreement • March 4th, 1998 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
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
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
SharesUnderwriting Agreement • January 19th, 1999 • 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
WITNESSETH:Lease Agreement • September 30th, 2002 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies
DEL MONTE FOODS COMPANY, as Issuer and MARINE MIDLAND BANK as Trustee INDENTUREIndenture • March 4th, 1998 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
1 EXHIBIT 10.31 FIRST SUPPLEMENTAL INDENTURE THIS FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental Indenture"), dated as of December 19, 1997, as made by and among DEL MONTE CORPORATION, a New York corporation (the "Company"), DEL MONTE FOODS...First Supplemental Indenture • May 18th, 1998 • 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, 2001Placement Agreement • July 10th, 2001 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
FromSubsidiary Guaranty • February 11th, 2005 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
