Exhibit 4.7
Conformed Copy
COMPANY PLEDGE AGREEMENT
This COMPANY PLEDGE AGREEMENT (this "Agreement"),
dated as of April 18, 1997, is between DEL MONTE CORPORATION, a
New York corporation (the "Pledgor"), and BANK OF AMERICA
NATIONAL TRUST AND SAVINGS ASSOCIATION, in its capacity as
administrative agent for the Lender Parties referred to below (in
such capacity, together with its successors in such capacity, the
"Administrative Agent").
W I T N E S S E T H :
WHEREAS, pursuant to the Credit Agreement dated as of
even date herewith (as amended, supplemented, restated or
otherwise modified from time to time, the "Credit Agreement")
among the Pledgor, various financial institutions (such financial
institutions, together with their respective successors and
assigns, collectively the "Lenders" and individually each a
"Lender"), the Administrative Agent, Bankers Trust Company, as
documentation agent, and The First National Bank of Boston,
Citicorp USA, Inc., General Electric Capital Corporation and The
Long-Term Credit Bank of Japan, Ltd., Los Angeles Agency, as
co-agents, the Lenders have agreed to make available to the
Pledgor term loans and a revolving credit facility with a letter
of credit subfacility;
WHEREAS, the obligations of the Pledgor and the other
Obligors under the Credit Agreement and the other Loan Documents
are to be secured pursuant to this Agreement; and
WHEREAS, it is a condition precedent to the making of
loans and the issuance of letters of credit under the Credit
Agreement that the Pledgor execute and deliver this Agreement.
NOW, THEREFORE, for and in consideration of any loan,
advance or other financial accommodation heretofore or hereafter
made to the Pledgor under or in connection with the Credit
Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Definitions. When used herein, the following terms
have the following meanings (such meanings to be applicable to both
the singular and plural forms of such terms):
Collateral - see Section 2.
Default means the occurrence of: (a) any Unmatured Event
of Default under subsection 9.1(f) or (g) of the Credit
Agreement; or (b) any Event of Default.
Issuer means the issuer of any of the shares of stock
or other securities representing all or any of the
Collateral.
Lender Party means each Agent and each Lender under
and as defined in the Credit Agreement and any
Affiliate of such Lender which is a party to a Swap
Contract with the Pledgor.
Liabilities means (i) all Obligations owing by the
Company, Parent or any Subsidiary (including
post-petition interest), and (ii) all Permitted Swap
Obligations (monetary or otherwise) of the Company
under any Swap Contract with a Lender Party (other
than Swap Contracts that, by their terms, are
unsecured); provided, however, that the term
"Liabilities" shall not include any obligations
arising under any Environmental Indemnity.
Obligor means the Pledgor or any other Person (other
than any Agent or any Lender or their permitted
successors and assigns) obligated under any Loan
Document, and their permitted successors and assigns.
Terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the
Credit Agreement.
2. Pledge. As security for the payment of all Liabilities,
the Pledgor hereby pledges to the Administrative Agent for the
benefit of the Lender Parties, and grants to the Administrative
Agent for the benefit of the Lender Parties a continuing security
interest in, all of the following:
A. All of the shares of stock, notes and other
securities described in Schedule I hereto, all of the
certificates and/or instruments representing such
shares of stock, notes and other securities, and all
cash, interest, securities, dividends, distributions,
rights and other property at any time and from time to
time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such
shares or other securities;
B. All additional shares of stock of any of the
Issuers listed in Schedule I hereto at any time and
from time to time acquired by the Pledgor in any
manner, all of the certificates representing such
additional shares, and all cash, interest, securities,
dividends, distributions, rights and other property at
any time and from time to time received, receivable or
otherwise distributed in respect of or in exchange for
any or all of such shares;
C. All other shares of capital stock or promissory
notes, all other securities and instruments, all of
the certificates representing such additional shares,
and all cash, interest, securities, dividends,
distributions, rights and other property, which are
now being delivered to the Administrative Agent or may
hereafter be delivered to the Administrative Agent for
the purpose of pledge in connection with this
Agreement;
D. All other property hereafter delivered to the
Administrative Agent in substitution for or in addition
to any of the foregoing, all certificates and
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instruments representing or evidencing such property,
and all cash, interest, securities, dividends,
distributions, rights and other property at any time
and from time to time received, receivable or
otherwise distributed in respect of or in exchange for
any or all thereof; and
E. All proceeds of any of the foregoing.
All of the foregoing are herein collectively called the
"Collateral".
The Pledgor agrees to deliver to the Administrative
Agent, promptly upon receipt and in due form for transfer (i.e.,
duly endorsed in blank or accompanied by stock or bond powers
duly executed in blank), all Collateral (other than payments
which the Pledgor is entitled to receive and retain pursuant to
Section 5 hereof) which may at any time or from time to time be
in or come into the possession or control of the Pledgor; and
prior to the delivery thereof to the Administrative Agent, such
Collateral shall be held by the Pledgor separate and apart from
its other property and in express trust for the Administrative
Agent.
3. Warranties; Further Assurances. The Pledgor
warrants to the Administrative Agent and each Lender that:
(a) the Pledgor is (or at the time of any future
delivery, pledge, assignment or transfer thereof will be) the
legal, beneficial and equitable owner of the Collateral free and
clear of all Liens of every description whatsoever other than the
security interest created hereunder; (b) the pledge and delivery
of the Collateral pursuant to this Agreement will create a valid,
perfected, first priority security interest in the Collateral in
favor of the Administrative Agent, free of any adverse claims;
(c) all shares of stock referred to in Schedule I hereto are duly
authorized, validly issued, fully paid and non-assessable and
constitute all of the issued and outstanding shares of capital
stock owned by the Pledgor of each Issuer of such stock as
identified in Schedule I (or, as to any Issuer that is a Foreign
Subsidiary, 65% of the issued and outstanding shares of capital
stock owned by the Pledgor of such Issuer); (d) each note pledged
hereunder has been duly authorized, executed, endorsed, issued
and delivered, is the legal, valid and binding obligation of the
issuer thereof, and is not in default; and (e) the information
contained in Schedule I hereto is true and accurate in all
respects.
Until the payment in full of all the Liabilities
(other than Liabilities in the nature of contingent continuing
indemnification obligations), the expiration or termination of
all Letters of Credit and Permitted Swap Obligations (monetary or
otherwise) of the Company under any Swap Contract with a Lender
Party (other than Swap Contracts that, by their terms, are
unsecured) and the termination of all the Commitments under the
other Loan Documents, the Pledgor: (i) except as otherwise
permitted by the Credit Agreement, shall not, without the express
prior written consent of the Administrative Agent, sell, assign,
exchange, pledge or otherwise transfer, encumber, or grant any
option, warrant or other right to purchase, or otherwise diminish
or impair any of its rights in, to or under any of the
Collateral; (ii) shall execute such Uniform Commercial Code
financing statements and other documents (and pay the costs of
filing and recording or re-filing and re-recording the same in
all public offices deemed reasonably necessary or appropriate by
the Administrative Agent) and do such other acts and things as
described in Section 7.14(b) of the Credit Agreement; (iii)
except as otherwise
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permitted by the Credit Agreement, shall continue to own and keep
pledged to the Administrative Agent, 100% of the issued and
outstanding shares of capital stock owned by the Pledgor of each
Issuer (or, as to each Issuer that is a Foreign Subsidiary, 65%
of the issued and outstanding shares of capital stock owned by
the Pledgor of such Issuer); and (iv) shall furnish the
Administrative Agent or any Lender Party such information
concerning the Collateral as the Administrative Agent or such
Lender Party may from time to time reasonably request, and will
provide to the representatives and independent contractors of the
Administrative Agent or such Lender Party the same rights and
benefits as set forth in Section 7.10 of the Credit Agreement.
The Pledgor represents and warrants to the
Administrative Agent and each Lender Party that no authorization,
approval or other action by, and no notice to or filing with, any
other Person is required either (a) for the pledge by the Pledgor
of any Collateral pursuant to this Agreement or for the execution
and delivery, and performance of this Agreement by the Pledgor,
or (b) for the exercise by the Administrative Agent of the voting
or other rights provided for in this Agreement (other than those
authorizations, approvals, filings or other actions which apply
to the Administrative Agent solely (1) on account of its status
as a regulated entity, (2) pursuant to its own organizational
documents or contracts or agreements), or, except with respect to
any securities pledged hereunder, as may be required in
connection with a disposition of such pledged securities by laws
affecting the offering and sale of securities generally, the
remedies in respect of the Collateral pursuant to this Agreement.
4. Holding in Name of Administrative Agent, etc. The
Administrative Agent may from time to time after the occurrence
and during the continuance of a Default, without notice to the
Pledgor, take all or any of the following actions (a) transfer
all or any part of the Collateral into the name of the
Administrative Agent or any nominee or sub-agent for the
Administrative Agent, with or without disclosing that such
Collateral is subject to the Lien and security interest
hereunder, (b) appoint one or more sub-agents or nominees for the
purpose of retaining physical possession of the Collateral, (c)
notify the parties obligated on any of the Collateral to make
payment to the Administrative Agent of any amounts due or to
become due thereunder, (d) endorse any checks, drafts or other
writings in the name of the Pledgor to allow collection of the
Collateral, (e) enforce collection of any of the Collateral by
suit or otherwise, and surrender, release or exchange all or any
part thereof, or compromise or renew for any period (whether or
not longer than the original period) any obligations of any
nature of any party with respect thereto and (f) take control of
any proceeds of the Collateral.
5. Voting Rights, Dividends, etc. (a) Notwithstanding
certain provisions of Section 4 hereof, so long as the Administrative
Agent has not given the notice referred to in
paragraph (b) below:
A. The Pledgor shall be entitled to exercise any and
all voting or consensual rights and powers and stock
purchase or subscription rights (but any such exercise
by the Pledgor of stock purchase or subscription
rights may be made only from funds of the Pledgor not
constituting part of the Collateral and only to the
extent permitted by the Credit Agreement) relating or
pertaining to the Collateral or any part thereof for
any purpose; provided, however, that the Pledgor
agrees that it
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will not exercise any such right or power in any
manner which would materially adversely impair the
value of the Collateral or any part thereof or violate
any provision of the Credit Agreement or any other
Loan Document in any material respect.
B. The Pledgor shall be entitled to receive and retain
any and all dividends, interest and other cash
payments payable in respect of the Collateral which
are paid in cash by any Issuer if such dividends,
interest and other cash payments are permitted by the
Credit Agreement, but all dividends and distributions
in respect of the Collateral or any part thereof made
in shares of stock or other property or representing
any return of capital, whether resulting from a
subdivision, combination or reclassification of
Collateral or any part thereof or received in exchange
for Collateral or any part thereof or as a result of
any merger, consolidation, acquisition or other
exchange of assets to which any Issuer may be a party
or otherwise or as a result of any exercise of any
stock purchase or subscription right, shall be and
become part of the Collateral hereunder and, if
received by the Pledgor, shall be forthwith delivered
to the Administrative Agent in due form for transfer
(i.e., endorsed in blank or accompanied by stock or
bond powers executed in blank) to be held for the
purposes of this Agreement.
C. The Administrative Agent shall execute and deliver,
or cause to be executed and delivered, to the Pledgor,
all such proxies, powers of attorney, dividend orders
and other instruments as the Pledgor may request for
the purpose of enabling the Pledgor to exercise the
rights and powers which it is entitled to exercise
pursuant to clause (A) above and to receive the
dividends, interest and payments which it is
authorized to retain pursuant to clause (B) above.
(b) Upon notice from the Administrative Agent after
the occurrence and during the continuance of a Default, and so
long as the same shall be continuing, all rights and powers which
the Pledgor is entitled to exercise pursuant to Section 5(a) (A)
hereof, and all rights of the Pledgor to receive and retain
dividends, interest and payments pursuant to Section 5(a) (B)
hereof, shall forthwith cease, and all such rights and powers
shall thereupon become vested in the Administrative Agent which
shall have, during the continuance of such Default, the sole and
exclusive authority to exercise such rights and powers and to
receive such dividends, interest and payments. Any and all money
and other property paid over to or received by the Administrative
Agent pursuant to this paragraph (b) shall be retained by the
Administrative Agent as additional Collateral hereunder and
applied in accordance with the provisions hereof.
6. Remedies. Whenever a Default shall exist, the
Administrative Agent may exercise from time to time any rights
and remedies available to it under the Uniform Commercial Code as
in effect in New York or otherwise available to it, as well as
any other rights and remedies provided for herein or otherwise
available to it. Without limiting the foregoing, whenever a
Default shall have occurred and be continuing the Administrative
Agent (a) may, to the fullest extent permitted by applicable law,
without notice, advertisement, hearing or process of law of any
kind, (i) sell any or all of the Collateral, free of all rights
and claims of the Pledgor
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therein and thereto, at any public or private sale or brokers'
board and (ii) bid for and purchase any or all of the Collateral
at any such public sale and (b) shall have the right, for and in
the name, place and stead of the Pledgor, to execute
endorsements, assignments, stock powers and other instruments of
conveyance or transfer with respect to all or any of the
Collateral. The Pledgor hereby expressly waives, to the fullest
extent permitted by applicable law, any and all notices,
advertisements, hearings or process of law in connection with the
exercise by the Administrative Agent of any of its rights and
remedies during the continuance of a Default. Any notification of
intended disposition of any of the Collateral shall be deemed
reasonably and properly given if given at least ten (10) days
before such disposition. Subject to the terms and provisions of
the Credit Agreement (including, without limitation, Section
10.11(d) thereof), any proceeds of any of the Collateral may be
applied by the Administrative Agent to the payment of reasonable,
documented and out-of-pocket expenses in connection with the
Collateral, including, without limitation, Attorney Costs, and
any balance of such proceeds may be applied by the Administrative
Agent toward the payment of such of the Liabilities, and in such
order of application, as the Administrative Agent may from time
to time elect (and, after the payment in full of all the
Liabilities (other than Liabilities in the nature of contingent
continuing indemnification obligations), the expiration or
termination of all Letters of Credit and Permitted Swap
Obligations (monetary or otherwise) of the Company under any Swap
Contract with a Lender Party (other than Swap Contracts that, by
their terms, are unsecured) and the termination of all the
Commitments under the other Loan Documents, any surplus shall be
delivered to the Pledgor or as a court of competent jurisdiction
shall direct).
The Administrative Agent is hereby authorized to
comply with any limitation or restriction in connection with any
sale of Collateral as it may be advised by counsel is necessary
in order to (a) avoid any violation of applicable law (including,
without limitation, compliance with such procedures as may
restrict the number of prospective bidders and purchasers,
require that prospective bidders and purchasers have certain
qualifications and/or further restrict such prospective bidders
or purchasers to persons or entities who will represent and agree
that they are purchasing for their own account for investment and
not with a view to the distribution or resale of such Collateral)
or (b) obtain any required approval of the sale or of the
purchase by any Governmental Authority and the Pledgor agrees
that such compliance shall not result in such sale being
considered or deemed not to have been made in a commercially
reasonable manner and that the Administrative Agent shall not be
liable or accountable to the Pledgor for any discount allowed by
reason of the fact that such Collateral is sold in compliance
with any such limitation or restriction.
7. Release of Security Interest. Upon the payment in
full of all the Liabilities (other than Liabilities in the nature
of contingent continuing indemnification obligations), the
expiration or termination of all Letters of Credit and Permitted
Swap Obligations (monetary or otherwise) of the Company under any
Swap Contract with a Lender Party (other than Swap Contracts
that, by their terms, are unsecured) and the termination of all
the Commitments under the Loan Documents, the security interest
granted herein shall terminate and all rights to the Collateral
shall revert to the Pledgor. Upon any such termination, the
Administrative Agent will, at the Pledgor's sole expense and
reasonable request, promptly return to the Pledgor all
certificates and instruments representing and evidencing all
pledged shares, notes or securities
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pledged hereunder, together with all Collateral held by the
Administrative Agent hereunder, and execute and deliver to the
Pledgor such releases and documents, in each case without
recourse, representations or warranties of any kind, as the
Pledgor shall reasonably request to evidence such termination.
Upon the occurrence of a permitted disposition of any Collateral
pursuant to Section 8.2 of the Credit Agreement and receipt by
the Administrative Agent of all payments required to be made
under the Credit Agreement on account of such permitted
disposition and so long as no Default shall have occurred and be
continuing, the security interest granted herein with respect to
the Collateral which is the subject of such permitted disposition
shall terminate and the Administrative Agent will, upon the
Pledgor's reasonable request and at the Pledgor's sole expense,
promptly take such actions as are reasonably necessary to provide
a release, without recourse, representation and warranties of any
kind, of its security interest in such Collateral.
8. Reinstatement. The Pledgor further agrees that if
at any time all or any part of any payment theretofore applied by
the Administrative Agent or any Lender Party to any of the
Liabilities is or must be rescinded or returned by the
Administrative Agent or such Lender Party for any reason
whatsoever (including, the insolvency, bankruptcy or
reorganization of the Pledgor or any other Obligor), such
Liabilities shall, for the purposes of this Agreement, to the
extent that such payment is or must be rescinded or returned, be
deemed to have continued in existence, notwithstanding such
application by the Administrative Agent or such Lender Party, and
this Agreement shall continue to be effective or be reinstated,
as the case may be, as to such Liabilities, all as though such
application by the Administrative Agent or such Lender Party had
not been made.
9. General. The Administrative Agent shall be deemed
to have exercised reasonable care in the custody and preservation
of the Collateral in its possession if the Collateral is accorded
treatment substantially equivalent to that which the
Administrative Agent, in its individual capacity, accords its own
property and no failure of the Administrative Agent to preserve
or protect any rights with respect to the Collateral against
prior parties shall be deemed of itself a failure to exercise
reasonable care in the custody or preservation of any Collateral.
No delay on the part of the Administrative Agent in
exercising any right, power or remedy shall operate as a waiver
thereof, and no single or partial exercise of any such right,
power or remedy shall preclude any other or further exercise
thereof, or the exercise of any other right, power or remedy. No
amendment, modification or waiver of, or consent with respect to,
any provision of this Agreement shall be effective unless the
same shall be in writing and signed and delivered by the
Administrative Agent, and then such amendment, modification,
waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.
All obligations of the Pledgor and all rights, powers
and remedies of the Administrative Agent and the Lender Parties
expressed herein are in addition to all other rights, powers and
remedies possessed by them, including, without limitation, those
provided by applicable law or in any other written instrument or
agreement relating to any of the Liabilities or any security
therefor.
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THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK,
EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE
SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF
ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK. Wherever possible
each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if
any provision of this Agreement shall be prohibited by or invalid
under such law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this
Agreement.
This Agreement shall be binding upon the Pledgor and
the Administrative Agent and their respective successors and
assigns, and shall inure to the benefit of the Pledgor, each
Lender Party, the Administrative Agent and the successors and
assigns of the Administrative Agent.
This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate
counterparts, and each such counterpart shall be deemed an
original but all such counterparts shall together constitute but
one and the same Agreement.
All notices, requests and other communications
hereunder shall be given in the manners and to the addresses set
forth in Section 11.2 of the Credit Agreement, and shall be
effective as set forth therein if given in any such manner.
To the extent that any provisions of this Agreement
conflict with any provisions of the Credit Agreement, the
provisions of the Credit Agreement shall control.
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS
OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, THE PLEDGOR, AND BY ACCEPTING THE BENEFITS HEREOF, THE
ADMINISTRATIVE AGENT AND EACH LENDER PARTY, CONSENTS, FOR ITSELF
AND IN RESPECT OF ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION
OF SUCH COURTS; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING
ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
BROUGHT, AT THE ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS OF
ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE
FOUND. THE PLEDGOR, THE ADMINISTRATIVE AGENT AND EACH LENDER
PARTY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION
TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF
ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS
AGREEMENT OR ANY DOCUMENT
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RELATED HERETO. THE PLEDGOR, THE ADMINISTRATIVE AGENT AND EACH
LENDER PARTY EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS,
COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER
MEANS PERMITTED BY NEW YORK LAW.
THE PLEDGOR AND (BY ACCEPTING THE BENEFITS HEREOF)
EACH OF THE ADMINISTRATIVE AGENT AND EACH LENDER PARTY, EACH
WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR
OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES
AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT
OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT
CLAIMS, OR OTHERWISE. THE PLEDGOR, THE ADMINISTRATIVE AGENT AND
THE LENDER PARTIES EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF
ACTION SHALL BE TRIED BY A COURT WITHOUT A JURY. WITHOUT LIMITING
THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE
RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION
AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS,
IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY
OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION
HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENT, RENEWAL, SUPPLEMENT OR MODIFICATION TO THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS.
THIS WRITTEN AGREEMENT, THE CREDIT AGREEMENT, THE
NOTES, THE OTHER LOAN DOCUMENTS, AND THE INSTRUMENTS AND
DOCUMENTS EXECUTED IN CONNECTION HEREWITH, REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS.
IN WITNESS WHEREOF, this Agreement has been duly
executed and delivered as of the day and year first written
above.
DEL MONTE CORPORATION
By: /s/ Xxx X. Xxxxxx
----------------------------
Title: Assistant Treasurer
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BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Administrative Agent
By: /s/ Xxxx X. Xxxxxxxx
----------------------------
Title: Managing Director
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