Exhibit 4.8
Conformed Copy
PARENT PLEDGE AGREEMENT
This PARENT PLEDGE AGREEMENT (this "Agreement"), dated as
of April 18, 1997, is between DEL MONTE FOODS COMPANY, a Maryland
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 Del
Monte Corporation, a New York corporation and a wholly-owned
subsidiary of the Pledgor (the "Company"), 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 Company term loans and a revolving credit
facility with a letter of credit subfacility;
WHEREAS, pursuant to the Credit Agreement, the Pledgor
guaranteed all obligations of the Company under or in connection
with the Credit Agreement pursuant to a Parent Guaranty dated as
of even date herewith (as amended, supplemented or otherwise
modified from time to time, the "Parent Guaranty");
WHEREAS, the obligations of the Company and the other
Obligors under the Credit Agreement and the other Loan Documents
and the obligations of the Pledgor under the Parent Guaranty are
to be secured pursuant to this Agreement;
WHEREAS, as a condition precedent to the making of the
Loans and the issuance of Letters of Credit under the Credit
Agreement, the Pledgor has duly authorized the execution,
delivery and performance of this Agreement; and
WHEREAS, it is in the best interests of the Pledgor to
execute this Agreement inasmuch as the Pledgor will derive
substantial direct and indirect benefits from the making of the
loans and the issuance of the letters of credit.
NOW, THEREFORE, for and in consideration of any loan,
advance or other financial accommodation heretofore or hereafter
made to the Company 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
Company.
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 Company, 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;
2
C. All other shares of capital stock or promissory notes,
all other securities and instruments due, 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 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; (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
3
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 permitted by the Credit Agreement, shall
continue to own and keep pledged to the Administrative Agent,
l00% of the issued and outstanding shares of capital stock of the
Company and 100% of the issued and outstanding shares of capital
stock owned by the Pledgor of each other 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 hereby warrants that all representations and
warranties made by the Company with respect to the Pledgor set
forth in Sections 6.1, 6.2, 6.3 and 6.4 of the Credit Agreement
are true and correct in all respects as of the date hereof. The
Pledgor additionally 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.
4
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 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.
5
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 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 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
6
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 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 Company or 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
7
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.
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,
8
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 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.
9
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered as of the day and year first written above.
DEL MONTE FOODS COMPANY
By: /s/ Xxx X. Xxxxxx
----------------------------
Title: Assistant Treasurer
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Administrative Agent
By: /s/ Xxxx X. Xxxxxxxx
----------------------------
Title: Managing Director
10
