amongCredit Agreement • June 12th, 1997 • 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
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
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
CONFORMED COPY REGISTRATION RIGHTS AGREEMENT Dated as of April 18, 1997Registration Rights Agreement • June 12th, 1997 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
AGREEMENT FOR INFORMATION TECHNOLOGY SERVICES between DEL MONTE CORPORATION and ELECTRONIC DATA SYSTEMS CORPORATIONInformation Technology Services Agreement • June 12th, 1997 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • California
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,...Company Pledge Agreement • June 12th, 1997 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
Conformed Copy RETENTION AGREEMENT THIS AGREEMENT, made as of this 1st day of November 1991 (the "Effective Date"), by and between DEL MONTE CORPORATION, a New York corporation (the "Company") and DAVID L. MEYERS (the "Executive"). W I T N E S S E T...Retention Agreement • June 12th, 1997 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
Conformed Copy RETENTION AGREEMENT THIS AGREEMENT, made as of this 5th day of October, 1994 (the "Effective Date"), by and between DEL MONTE CORPORATION, a New York corporation (the "Company") and Glynn M. Phillips (the "Executive"). W I T N E S S E T...Retention Agreement • June 12th, 1997 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies
Conformed Copy TRANSACTION ADVISORY AGREEMENT THIS TRANSACTION ADVISORY AGREEMENT (this "Agreement") is made and entered into as of April 18, 1997, between Del Monte Corporation, a New York corporation (the "Company"), and TPG Partners, L.P., a...Transaction Advisory Agreement • June 12th, 1997 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
AGREEMENT AND PLAN OF MERGER amongAgreement and Plan of Merger • June 12th, 1997 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • Maryland
BETWEENSupply Agreement • June 12th, 1997 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • California
Conformed Copy RETENTION AGREEMENT THIS AGREEMENT, made as of this 1st day of January, 1992 (the "Effective Date"), by and between DEL MONTE CORPORATION, a New York corporation (the "Company") and THOMAS E. GIBBONS (the "Executive"). W I T N E S S E T...Retention Agreement • June 12th, 1997 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
Conformed Copy RETENTION AGREEMENT THIS AGREEMENT, made as of this NINTH day of January, 1990 (the "Effective Date") by and between DEL MONTE CORPORATION, a New York corporation (the "Company") and David M. Little (the "Executive"). W I T N E S S E T...Retention Agreement • June 12th, 1997 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
Conformed Copy MANAGEMENT ADVISORY AGREEMENT THIS MANAGEMENT ADVISORY AGREEMENT (the "Agreement") is made and entered into effective as of April 18, 1997, between Del Monte Corporation, a New York corporation (the "Company") and TPG Partners, L.P., a...Management Advisory Agreement • June 12th, 1997 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
Conformed Copy PARENT GUARANTY This PARENT GUARANTY (this "Guaranty"), dated as of April 18, 1997, is executed by DEL MONTE FOODS COMPANY, a Maryland corporation (the "Guarantor"), in favor of BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, in...Parent Guaranty • June 12th, 1997 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
This PARENT GUARANTY (this "Guaranty"), dated as of April 18, 1997, is executed by DEL MONTE FOODS COMPANY, a Maryland corporation (the "Guarantor"), in favor of 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").
Exhibit 99.5 Pursuant to the provisions of Instruction 2 to Item 601, the Registrant omits the Retention Agreement between Del Monte Corporation and Paul H. Mullan, dated December 11, 1995 (the "Mullan Retention Agreement"). The Mullan Retention...Retention Agreement • June 12th, 1997 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies
Pursuant to the provisions of Instruction 2 to Item 601, the Registrant omits the Retention Agreement between Del Monte Corporation and Paul H. Mullan, dated December 11, 1995 (the "Mullan Retention Agreement"). The Mullan Retention Agreement is substantially similar in all material respects to the Retention Agreement between Del Monte Corporation and Brian E. Haycox, dated December 11, 1995 (the "Haycox Retention Agreement") filed as Exhibit 10.6. The Mullan Retention Agreement differs from the Haycox Retention Agreement only as to the parties thereto.
Conformed Copy SECURITY AGREEMENT This SECURITY AGREEMENT (this "Agreement"), dated as of April 18, 1997, is among DEL MONTE CORPORATION, a New York corporation (the "Company"); DEL MONTE FOODS COMPANY, a Maryland corporation (the "Parent") (the...Security Agreement • June 12th, 1997 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
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,...Pledge Agreement • June 12th, 1997 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
