Exhibit 10.9
[DEL MONTE LOGO]
June 13, 2002
TPG Partners, L.P.
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxxx, Xxxxx 00000
Gentlemen:
Re: Transaction Advisory Agreement
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This letter sets forth our agreement with respect to certain matters arising out
of and related to (i) the Agreement and Plan of Merger dated as of even date
herewith (the "Merger Agreement") among X. X. Xxxxx Company, a Pennsylvania
corporation, Spinco, a Delaware corporation ("Spinco"), Del Monte Foods
Company, a Delaware corporation, and Del Monte Corporation, a New York
corporation and wholly-owned subsidiary of Del Monte Foods Company ("Merger
Sub"), pursuant to which Merger Sub will merge with and into Spinco (the
"Merger") and (ii) the Transaction Advisory Agreement, dated as of April 18,
1997 (the "Transaction Advisory Agreement"), between Merger Sub and TPG
Partners, L.P., a Delaware limited partnership ("TPG"). Capitalized terms
used but not otherwise defined herein shall have the meanings specified in the
Transaction Advisory Agreement.
Pursuant to Section 3(b) of the Transaction Advisory Agreement and in connection
with transactions contemplated by the Merger Agreement, TPG is entitled to
receive a cash fee in the amount of 1.5% of the Transaction Value of the
Merger. Notwithstanding the foregoing, Merger Sub and TPG hereby agree that, as
compensation for TPG's financial advisory services rendered in connection with
the Merger, TPG shall be entitled to receive, and Merger Sub shall pay to TPG in
cash immediately upon the consummation of the Merger, a fee in the amount of
$9,000,000.
This letter constitutes an amendment to the Transaction Advisory Agreement and,
except as amended hereby, the Transaction Advisory Agreement shall remain in
full force and effect.
[Remainder of Page Intentionally Left Blank]
TPG Partners, L.P.
June 13, 2002 Page 2
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If the foregoing sets forth your understanding with respect to this
matter, please acknowledge your acceptance of and agreement with the foregoing
by executing a counterpart of this letter in the space provided below.
Sincerely yours,
DEL MONTE CORPORATION
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Executive Vice President
Administration & Chief Financial Officer
ACCEPTED AND AGREED:
TPG PARTNERS, L.P.
By: TPG Genpar, L.P., General Partner
By: /s/ Xxxxxxx Xxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxx
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Title: Vice President
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