0001193125-11-109552 Sample Contracts

ASSUMPTION AGREEMENT
Assumption Agreement • April 26th, 2011 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies • New York

This ASSUMPTION AGREEMENT (this “Assumption Agreement”), dated as of April 26, 2011, relating to the Credit Agreement dated as of March 8, 2011 (as supplemented by the Joinder Agreement among Del Monte Corporation and Bank of America, N.A., as Administrative Agent, dated as of March 9, 2011, and as otherwise amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among BLUE ACQUISITION GROUP, INC., a Delaware corporation (“Holdings”), DEL MONTE FOODS COMPANY, a Delaware corporation (the “Original Borrower”), the other Borrowers party thereto, the Lender Parties party thereto, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, and the other parties thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

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ASSUMPTION AGREEMENT
Assumption Agreement • April 26th, 2011 • Del Monte Corp • Canned, fruits, veg, preserves, jams & jellies • New York

This ASSUMPTION AGREEMENT (this “Assumption Agreement”), dated as of April 26, 2011, relating to the Credit Agreement dated as of March 8, 2011 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) among BLUE ACQUISITION GROUP, INC., a Delaware corporation (“Holdings”), DEL MONTE FOODS COMPANY, a Delaware corporation (the “Original Borrower”), the Lender Parties party thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, and the other parties thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

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