Exhibit 10.6


===============================================================================


                           THIRD AMENDED AND RESTATED
                         LIMITED PARTNERSHIP AGREEMENT


                                       OF


                           H. J. HEINZ COMPANY, L.P.


                        (a Delaware limited partnership)


                         Dated as of December 13, 2002


===============================================================================


<PAGE>


I.       DEFINED TERMS........................................................1

         1.01.    Defined Terms...............................................2

         1.02.    Other Defined Terms........................................11

II.      ORGANIZATION........................................................11

         2.01.    Continuation of Partnership................................11

         2.02.    Name and Principal Place of Business.......................11

         2.03.    Term.......................................................12

         2.04.    Registered Agent and Registered Office.....................12

         2.05.    Purpose....................................................12

         2.06.    Acquisition of Property and Debt Financing.................12

III.     PARTNERS............................................................12

         3.01.    Admission of Partners......................................12

         3.02.    Limitation on Liability....................................13

IV.      CAPITAL.............................................................13

         4.01.    Initial Capital Contributions..............................13

         4.02.    Additional Capital Contributions...........................13

         4.03.    Contributions of Additional Class A or
                  Class B Interest Holders...................................13

         4.04.    Additional Cash Contributions to Acquire
                  Additional Properties......................................14

         4.05.    Capital Accounts...........................................14

         4.06.    No Further Capital Contributions...........................15

         4.07.    Special Provision..........................................15

V.       INTERESTS IN THE PARTNERSHIP........................................15

         5.01.    Ownership..................................................15

         5.02.    Waiver of Partition; Nature of Interests
                  in the Partnership.........................................15

VI.      DISTRIBUTIONS.......................................................16

         6.01.    Distributions Of Operating Cash Flow.......................16

         6.02.    Distribution True Up.......................................16

         6.03.    Distribution of Capital Proceeds...........................17

         6.04.    Distributions in Liquidation...............................18

         6.05.    Allocation Among Partners..................................18

         6.06.    Timing of Distributions....................................18

VII.     ALLOCATIONS.........................................................19


                                       i
<PAGE>


         7.01.    Operating Income...........................................19

         7.02.    Investment Income..........................................19

         7.03.    Operating Loss.............................................19

         7.04.    Capital Net Income.........................................19

         7.05.    Capital Net Losses.........................................20

         7.06.    Winding Up Income and Loss.................................20

         7.07.    Special Allocations and Compliance with Section 704(b).....20

         7.08.    Tax Matters................................................21

         7.09.    Tax Matters Partner........................................21

         7.10.    Special Allocation Rules...................................21

         7.11.    Section 704(c).............................................21

         7.12.    Sharing of Nonrecourse Debt................................22

VIII.    MANAGEMENT..........................................................22

         8.01.    Management.................................................22

         8.02.    Management Board...........................................25

         8.03.    Partnership Expenses.......................................27

IX.      BOOKS AND RECORDS...................................................27

         9.01.    Books and Records..........................................27

         9.02.    Accounting and Fiscal Year.................................28

         9.03.    Reports....................................................28

         9.04.    The Partnership Accountant.................................29

         9.05.    Reserves...................................................29

X.       TRANSFER OF INTERESTS...............................................29

         10.01.   No Transfer................................................29

         10.02.   Permitted Transfers........................................29

         10.03.   Transferees................................................29

         10.04.   Section 754 Election.......................................30

         10.05.   Power of Attorney..........................................30

XI.      EXCULPATION AND INDEMNIFICATION.....................................32

         11.01.   Exculpation................................................32

         11.02.   Indemnification............................................32

         11.03.   Reliance...................................................34


                                      ii
<PAGE>


XII.     DISSOLUTION AND TERMINATION.........................................34

         12.01.   Dissolution................................................34

         12.02.   Termination................................................35

         12.03.   Liquidating Partner........................................35

XIII.    DEFAULT BY PARTNER..................................................35

         13.01.   Events of Default..........................................35

         13.02.   Effect of Event of Default.................................35

XIV.     MISCELLANEOUS.......................................................36

         14.01.   Representations and Warranties of the Partners.............36

         14.02.   Further Assurances.........................................38

         14.03.   Notices....................................................38

         14.04.   Governing Law..............................................38

         14.05.   Attorney Fees..............................................39

         14.06.   Captions...................................................39

         14.07.   Pronouns...................................................39

         14.08.   Successors and Assigns.....................................39

         14.09.   Extension Not a Waiver.....................................39

         14.10.   Creditors and Third Parties Not Benefited..................39

         14.11.   Severability...............................................39

         14.12.   Entire Agreement and Amendments............................39

         14.13.   Counterparts...............................................40

         14.14.   Confidentiality............................................40

         14.15.   Venue......................................................40

         14.16.   Waiver of Jury Trial.......................................40

         14.17.   Enforceability of Power of Attorney........................40



Schedule A - Limited Partners

Schedule B - Capital Contributions and Percentage Interests

Schedule C - Section 4.07

Schedule D - Consent to Distribution


                                      iii
<PAGE>


                           THIRD AMENDED AND RESTATED
                         LIMITED PARTNERSHIP AGREEMENT
                                       OF
                           H. J. HEINZ COMPANY, L.P.


     This THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of H. J.
Heinz Company, L.P. is made and entered into for all purposes except as
expressly provided herein to the contrary, on December 13, 2002 by Heinz
Management L.L.C., a Delaware limited liability company, as the general
partner, and the corporations named on Schedule A as the limited partners. This
Agreement shall be effective (the "Effective Date") upon completion of the
transactions described in Section 2.01 of the Consent.

                                R E C I T A L S:
                                - - - - - - - -

     WHEREAS, the Partnership was originally formed by the filing of a
Certificate of Limited Partnership (the "Certificate of Limited Partnership")
with the Secretary of State of the State of Delaware on October 6, 2000 and the
Partnership is currently governed by that certain Second Amended and Restated
Limited Partnership Agreement made and entered into as of May 3, 2001 as the
same has been amended to the date hereof (the "Original Partnership
Agreement");

     WHEREAS, the H. J. Heinz Company has succeeded to the Class A Interests
formerly owned by Star-Kist Foods, Inc. and Heinz Frozen Foods Company; thereby
becoming the sole Class A Interest Holder;

     WHEREAS, on December 13, 2002 the General Partner and the Limited Partners
executed the Consent; which required that certain terms of this Agreement be
amended.

     NOW, THEREFORE, the parties hereto hereby agree to amend, restate and
supersede the Original Partnership Agreement in its entirety as follows:

I.   DEFINED TERMS

     1.01. DEFINED TERMS. As used in this Agreement, the following terms have
the meanings set forth below:

     "Additional Admissions" means the admission of additional Class A Interest
Holders and/or Class B Interest Holders as provided in Section 3.01 hereof.

     "Adjusted Capital Account Deficit" means, with respect to any Partner for
any Taxable Year or other period, the deficit balance, if any, in such
Partner's Capital Account as of the end of such Taxable Year or other period,
after giving effect to the following adjustments:


                                       1
<PAGE>


          (a) credit to such Capital Account any amounts that such Partner is
     obligated to restore or is deemed obligated to restore as described in the
     penultimate sentences of Treasury Regulation Section 1.704-2(g)(1) and
     Treasury Regulation Section 1.704-2(i)(5); and

          (b) debit to such Capital Account the items described in Treasury
     Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

     "Adjusted LIBOR" means LIBOR plus 240 basis points.

     "Adjusted Unrecovered Capital" means, with respect to each Class B
Interest Holder, 95% of the amount of the aggregate Capital Contributions made
by such Class B Interest Holder (and any predecessor in interest), less all
distributions theretofore made to such Class B Interest Holder (and any
predecessor in interest) pursuant to Section 6.03(c) hereof.

     "Affiliate" means, with respect to any Person, any other Person directly
or indirectly, through one or more intermediaries, controlling, controlled by,
or under common control with such Person. As used in this definition, the term
"controlling", "controlled by" or "under common control with" means the
possession, directly or indirectly, through one or more intermediaries, of the
power to direct or cause the direction of the management and policies of a
Person, whether through voting securities, by contract or otherwise.

     "Agreement" means this Third Amended and Restated Limited Partnership
Agreement, including any exhibits, schedules or addendums attached hereto, as
amended and in effect from time to time pursuant to the terms hereof.

     "Allocation Shortfall Amount" has the meaning set forth in Section 7.01(a)
hereof.

     "Assumed Liabilities" has the meaning set forth in Section 4.07 hereof.

     "Book Basis" means, with respect to any asset of the Partnership, the
asset's adjusted basis for federal income tax purposes, except as follows:

          (a) The initial Book Basis of any asset contributed by a Partner to
     the Partnership shall be the gross fair market value of such asset, as
     finally determined by the General Partner and the contributor;

          (b) The Book Basis of all Partnership assets shall be adjusted to
     equal their respective gross fair market values (taking Code Section
     7701(g) into account), as determined by the General Partner as of the
     following times: (i) the acquisition of an additional interest in the
     Partnership by any new or existing Partner in exchange for more than a de
     minimis Capital Contribution; (ii) the distribution by the Partnership to
     a Partner of more than a de minimis amount of Partnership money or
     Property as consideration for an interest in the Partnership; and (iii)
     the liquidation of the Partnership within the meaning of Regulations
     Section 1.704-1(b)(2)(ii)(g), provided that an adjustment described in
     clauses (i) and (ii) of this paragraph shall be made only if the General


                                       2
<PAGE>


     Partner reasonably determines that such adjustment is necessary to reflect
     the relative economic interests of the Partners in the Partnership;

          (c) The Book Basis of any Partnership Property distributed to any
     Partner shall be adjusted to equal the gross fair market value (taking
     Code Section 7701(g) into account) of such Property on the date of
     distribution as determined by the General Partner; and

          (d) The Book Basis of all Partnership Properties shall be increased
     (or decreased) to reflect any adjustments to the adjusted basis of such
     Properties pursuant to Code Section 734(b) or Code Section 743(b), but
     only to the extent that such adjustments are taken into account in
     determining Capital Accounts pursuant to Regulations Section
     1.704-1(b)(2)(iv)(m); provided, however, that Book Basis shall not be
     adjusted pursuant to this subparagraph (d) to the extent that an
     adjustment pursuant to subparagraph (b) is, in the General Partner's
     determination, necessary or appropriate in connection with a transaction
     that would otherwise result in an adjustment pursuant to this subparagraph
     (d).

     If the Book Basis of an asset has been determined or adjusted pursuant to
subparagraph (a), (b) or (d), such Book Basis shall thereafter be adjusted by
the Depreciation taken into account with respect to such asset, for purposes of
computing Income and Losses.

     "Business Day" means any day other than a Saturday or Sunday, a legal
holiday in New York, New York or a day on which banking institutions located in
the State of New York are authorized by law or other governmental action to
close.

     "Capital Account" means the separate account maintained for each Partner
pursuant to Section 4.05 hereof.

     "Capital Allocation Shortfall Amount" has the meaning set forth in Section
7.04(a) hereof.

     "Capital Contributions" means with respect to any Partner the aggregate
amount of cash plus the fair market value of property (other than cash)
contributed to the Partnership (as determined by the General Partner) reduced
by any liabilities of the Partner that are assumed by the Partnership and any
liabilities to which any such property is subject.

     "Capital Event" means a sale, or other disposition, of Partnership
Property (other than in the ordinary course of business) and any financing or
refinancing of Partnership indebtedness not otherwise attributable, in the
reasonable judgment of the General Partner, to the Partnership's ordinary
business operations.

     "Capital Net Income" means for any Taxable Year or other period of
determination, the excess of any Income from Capital Events over Losses from
Capital Events for such Taxable Year or other period determined without regard
to Income or Loss from Capital Events allocated pursuant to Section 7.07 and
determined without regard to Investment Income.


                                       3
<PAGE>


     "Capital Net Loss" means for any Taxable Year or other period of
determination, the excess of any Loss from Capital Events over Income from
Capital Events for such Taxable Year or other period determined without regard
to Income or Loss from Capital Events allocated pursuant to Section 7.07 and
determined without regard to Investment Income.

     "Capital Proceeds" means with respect to any Capital Event, the excess of
(i) proceeds from such Capital Event (including amounts available from any
reserve account into which proceeds from Capital Events have been previously
placed), over (ii) all cash expenditures related to the Capital Event, as
determined in the reasonable judgment of the General Partner, including as a
cash expenditure for this purpose amounts placed in reasonable reserves by the
General Partner pursuant to Section 8.01(b)(iv). Capital Proceeds shall also
include proceeds from the sale or disposition of inventory to the extent that,
in the reasonable judgment of the General Partner, such proceeds, if
distributed, would be more properly treated as a return of capital. Capital
Proceeds does not include proceeds derived from sales or dispositions in
connection with the liquidation of the Partnership.

     "Certificate of Limited Partnership" has the meaning set forth in the
Recitals of this Agreement.

     "Class A Interests" means all the rights, title and interests in the
Partnership (including to receive distributions) set forth in this Agreement
and allocable or relating to the Class A Interest Holders.

     "Class A Interest Holders" means the entities named on Schedule A as the
owners of the Class A Interests (as the same may be amended from time to time
in accordance with this Agreement) and their respective successors and assigns,
together with any additional entities admitted as Class A Interests Holders
pursuant to the terms of this Agreement.

     "Class A Managers" has the meaning set forth in Section 8.02(a) hereof.

     "Class B Interests" means all the rights, title and interests in the
Partnership (including to receive distributions) set forth in this Agreement
and allocable or relating to the Class B Interest Holders.

     "Class B Interest Holders" means the entities listed on Schedule A as the
owners of the Class B Interests (as the same may be amended from time to time
in accordance with this Agreement) and their respective successors and assigns,
together with any additional entities admitted as additional Class B Interests
Holders pursuant to the terms of this Agreement.

     "Class B Managers" has the meaning set forth in Section 8.02(a) hereof.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and any regulations promulgated thereunder. Any reference herein to any
specific section or sections of the Code shall be deemed to include a reference
to any corresponding provision of any future laws.


                                       4
<PAGE>


     "Consent" means the Consent to Distribution dated December 13, 2002
executed by all of the Partners and attached hereto as Schedule D.

     "Deemed Tax Amount" means with respect to each Partner and each Capital
Event for which Capital Proceeds are available for distribution to the Partners
pursuant to Section 6.03, the product of 38% and the amount of net income and
gain (taxable for federal income tax purposes) allocated to such Partner under
Section 704 of the Code as a result of such Capital Event. Provided, that the
38% rate shall be adjusted up or down accordingly if the maximum rate of
federal income tax applicable under the Code on the item of gain in question is
greater or less than 35%.

     "Delaware Act" means the Delaware Revised Uniform Limited Partnership Act,
as amended from time to time.

     "Depreciation" means, for each Taxable Year, an amount equal to the
depreciation, amortization, or other cost recovery deduction allowable with
respect to an asset for such Taxable Year, except that if the Book Basis of an
asset differs from its adjusted basis for federal income tax purposes at the
beginning of such Taxable Year, Depreciation shall be an amount which bears the
same ratio to such beginning Book Basis as the federal income tax depreciation,
amortization, or other cost recovery deduction for such Taxable Year bears to
such beginning adjusted tax basis; provided, however, that if the adjusted
basis for federal income tax purposes of an asset at the beginning of such
Taxable Year is zero, Depreciation shall be determined with reference to such
beginning Book Basis using any reasonable method selected by the General
Partner.

     "Event of Default" has the meaning set forth in Section 13.01 hereof.

     "Fiscal Year" means the 52-53 week year ending on the Wednesday closest to
April 30.

     "Forgoing Partner" has the meaning set forth in Section 6.03(e) hereof.

     "GAAP" has the meaning set forth in Section 1.02 hereof.

     "General Partner" means, initially HMC, and its successors.

     "Heinz" means H. J. Heinz Company, a Pennsylvania corporation.

     "HFC" means Heinz Finance Company, a Delaware corporation.

     "HMC" means Heinz Management L.L.C., a Delaware limited liability company.

     "Income" means, for each Taxable Year or other period, an amount equal to
the Partnership's taxable income and gain for such year or other period,
determined in accordance with Section 703(a) of the Code (including all items
of income and gain required to be stated separately under Section 703(a)(1) of
the Code), with the following adjustments:


                                       5
<PAGE>


          (a) Any income of the Partnership that is exempt from federal income
     tax and not otherwise taken into account in computing Income or Loss will
     be considered an item of Income;

          (b) Gain resulting from any disposition of Partnership Property with
     respect to which gain or loss is recognized for federal income tax
     purposes will be computed by reference to the Book Basis of such property,
     notwithstanding that the adjusted tax basis of such property may differ
     from its Book Basis;

          (c) Any items specially allocated pursuant to Section 7.11 shall not
     be considered in determining Income; and

          (d) Any increase to the Book Basis of Partnership Property pursuant
     to clauses (b) or (c) of the definition of Book Basis shall be taken into
     account as gain from the disposition of such Property and shall constitute
     an item of Income.

     "Indemnitees" has the meaning set forth in Section 11.02 hereof.

     "Index Rate" at any time of determination means 8.0% plus 55% of the
excess of Adjusted LIBOR over 8.0% or minus 50% of the excess of 8% over
Adjusted LIBOR.

     "Individual Preferred Return Amount" means, at any time of determination,
an amount calculated for each Class B Interest Holder determined in the same
manner as Preferred Return Amount is calculated, but taking account only of
such Class B Interest Holder's Unrecovered Capital and distributions for such
Fiscal Year to such Class B Interest Holder pursuant to Sections 6.01(a),
6.01(b) and 6.03(a) hereof.

     "Interest" means, with respect to any Partner at any time, the entire
right, title and interest of such Partner in and to the Partnership at such
time, including the right of such Partner to any and all of the benefits to
which such Partner may be entitled as provided in this Agreement, together with
the obligations of such Partner to comply with all of the terms and provisions
of this Agreement.

     "Investment Income" means, an amount determined for each Taxable Year
equal to the excess, if any, of all items and Income from Investments for such
Taxable Year over all items of Loss from Investments for such Taxable Year.

     "Investment Income Account" means, an account maintained for each Partner
equal to the excess, if any, of the aggregate amounts of Investment Income
allocated to such Partner (and any predecessor in interest) for the current and
all previous Taxable Years, over the aggregate amount theretofore distributed
to such Partner (and any predecessor in interest) pursuant to Sections 6.01(c)
and 6.03(b) during the current and all previous Taxable Years.

     "Investments" means all notes, bonds or other evidences of indebtedness
and any stock in a corporation in which the Partnership owns less than 50% of
the total voting power of the corporation.


                                       6
<PAGE>


     "LIBOR" means, for any Quarter, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) appearing on Bloomberg screen BBAM -
British Bankers' Association (or any successor page) as the London interbank
offered rate for deposits in U.S. dollars at approximately 11:00 a.m. (London
time) two Business Days prior to the first day of such Quarter for a term of 90
days.

     "Limited Partner" or "Limited Partners" means, one or more (as the case
may be) of the entities named on Schedule B as Class A Interest Holders, and
one or more (as the case may be) of the entities named on Schedule C as Class B
Interest Holders and/or their respective successors and assigns, together with
any other Person who is admitted as a limited partner of the Partnership in
accordance with this Agreement and applicable law, in each case, so long as the
same shall continue as a limited partner of the Partnership.

     "Liquidating Partner" means the Partner designated as such by the General
Partner; provided, however, that any Partner that causes the dissolution of the
Partnership under Section 12.01(d) hereof or with respect to which an Event of
Default has occurred shall not serve as the Liquidating Partner.

     "Loss" means, for each Taxable Year or other period, an amount equal to
the Partnership's items of taxable deduction and loss for such year or other
period, determined in accordance with Section 703(a) of the Code (including all
items of loss or deduction required to be stated separately under Section
703(a)(1) of the Code), with the following adjustments:

          (a) Any expenditures of the Partnership described in Section
     705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) expenditures
     under Treasury Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise
     taken into account in computing Loss, will be considered an item of Loss;

          (b) Loss resulting from any disposition of Partnership Property with
     respect to which gain or loss is recognized for federal income tax
     purposes will be computed by reference to the Book Basis of such property,
     notwithstanding that the adjusted tax basis of such property may differ
     from its Book Basis;

          (c) In lieu of depreciation, amortization and other cost recovery
     deductions taken into account in computing taxable income or loss, there
     will be taken into account Depreciation for the Taxable Year or other
     period;

          (d) Any items of deduction and loss specially allocated pursuant to
     Section 7.11 shall not be considered in determining Loss; and

          (e) Any decrease to the Book Basis of Partnership Property pursuant
     to clauses (b) or (c) of the definition of Book Basis shall be taken into
     account as a loss from the disposition of such Property and shall
     constitute an item of Loss.

     "Management Board" means the management committee formed and operated
pursuant to Section 8.02 hereof.


                                       7
<PAGE>


     "Managers" has the meaning set forth in Section 8.02(a) hereof.

     "Net Income" means, for any period, the excess of items of Income over
items of Loss, if applicable, for such period determined without regard to any
items of Income or Loss allocated pursuant to Section 7.07 hereof.

     "Net Loss" means, for any period, the excess of items of Loss over items
of Income, if applicable, for such period determined without regard to any
items of Income or Loss allocated pursuant to Section 7.07 hereof.

     "Nonrecourse Deductions" has the meaning set forth in Treasury Regulation
Section 1.704-2.

     "Notices" has the meaning set forth in Section 14.03 hereof.

     "Operating Cash Flow" means, for any period of determination, the excess,
if any, of (i) all cash proceeds received by the Partnership (including amounts
released from reserves other than reserved amounts from Capital Events), but
not including cash proceeds from Capital Events, over (ii) all cash
expenditures related to the generation of such cash proceeds (or otherwise
attributable to the Partnership's ordinary business operations), as reasonably
determined by the General Partner, including as an expenditure for this purpose
amounts of such cash proceeds placed into reserves pursuant to Section
8.01(b)(iv) hereof.

     "Operating Income" means, for any Taxable Year, the Net Income, if any, of
the Partnership, determined without regard to (i) Investment Income, and (ii)
Capital Net Income and Capital Net Loss.

     "Operating Loss" means, for any Taxable Year, the Net Loss, if any, of the
Partnership, determined without regard to (i) Investment Income, and (ii)
Capital Net Income and Capital Net Loss.

     "Original Partnership Agreement" has the meaning set forth in the Recital
paragraphs to this Agreement.

     "Partially Adjusted Capital Account" means, with respect to any Partner
for any Taxable Year or other period of the Partnership, the Capital Account
balance of such Partner at the beginning of such year or period, adjusted for
all Capital Contributions and distributions during such year or period and all
special allocations pursuant to Section 7.07 with respect to such year or
period but before giving effect to any allocations pursuant to Section 7.06
hereof.

     "Partner" or "Partners" means, one or more (as the case may be) of the
General Partner and/or the Limited Partners.

     "Partner Minimum Gain" means the Partnership's "partner nonrecourse debt
minimum gain" as defined in Treasury Regulation Section 1.704-2(i)(2).

     "Partner Nonrecourse Deductions" means "partner nonrecourse deductions" as
determined in Treasury Regulation Section 1.704-2(i)(2).


                                       8
<PAGE>


     "Partnership" means the Delaware limited partnership formed by the filing
of the Certificate of Limited Partnership and operated pursuant to the terms of
this Agreement and, for the avoidance of doubt, shall not be construed to mean
any Partner.

     "Partnership Accountant" has the meaning set forth in Section 9.04 hereof.

     "Partnership Minimum Gain" means "partnership minimum gain" as determined
in Treasury Regulation Section 1.704-2(d).

     "Percentage Interest" means, with respect to each Partner, the percentage
shown opposite such Partner's name on Schedule E attached hereto (under the
heading Percentage Interest), as the same may be amended from time to time
pursuant to the terms of this Agreement. The General Partner is authorized to
prepare and attach a revised Schedule E in accordance with the provisions of
Section 4.01 and to amend Schedule E in accordance with Sections 4.03 and/or
4.04 hereof.

     "Person" means any individual, partnership, corporation, limited liability
company, trust or other entity.

     "Preferred Return Amount" means, with regard to the Class B Interest
Holders as a group, at any time of determination for a Fiscal Year, the
cumulative Quarterly Preferred Return Amounts for all Quarters during such
Fiscal Year. The Preferred Return Amount shall not be cumulative from one
Fiscal Year to another and as a result thereof, with regard to each Fiscal Year
of the Partnership, the Preferred Return Amount for such Fiscal Year shall
automatically be zero at the beginning of each Fiscal Year.

     "Proper Amount" has the meaning set forth in Section 6.02 hereof.

     "Property" or "Properties" means, all real, personal, tangible or
intangible property owned by the Partnership or, as appropriate, an SPV.

     "Quarter" shall mean the period ending on the Wednesday closest to the
last day of July, October, January and April.

     "Quarterly Preferred Return Amount" means an amount determined for each
Quarter by multiplying (i) 25% of the Index Rate at the beginning of such
Quarter and (ii) the sum of the average amount of aggregate Unrecovered Capital
during such Quarter and the Undistributed Preferred Return Amount for the prior
Quarter within the Fiscal Year.

     "Reasonable Period" has the meaning set forth in Section 13.01 hereof.

     "Recipient Partner" has the meaning set forth in Section 6.03(e) hereof.

     "Regulatory Allocation" has the meaning set forth in Section 7.07(e)
hereof.

     "Securities Act" has the meaning set forth in Section 14.01(f) hereof.

     "Security Law" has the meaning set forth in Section 14.01(f) hereof.


                                       9
<PAGE>


     "Sharing Ratio" means 92% to the Class A Interest Holders, 7% for the
Class B Interest Holders and 1% for the General Partner.

     "Shortfall" has the meaning set forth in Section 4.01 hereof.

     "Special Receipt Amount" has the meaning set forth in Section 6.03(e)
hereof.

     "SPV" has the meaning set forth in Section 2.05 hereof.

     "SPV Agreement" has the meaning set forth in Section 2.05 hereof.

     "Target Account" means, with respect to any Partner for any Taxable Year
of the Partnership or other period, the excess of (a) an amount (which may be
either a positive balance or a negative balance) equal to the hypothetical
distribution (or contribution) such Partner would receive (or contribute) if
all assets of the Partnership, including cash, were sold for cash equal to
their Book Basis (taking into account any adjustments to Book Basis for such
year), all liabilities of the Partnership were then satisfied according to
their terms (limited, with respect to each nonrecourse liability, to the Book
Basis of the assets securing such liability) and all remaining proceeds from
such sale were distributed pursuant to Sections 6.03(a), (b), (c) and (d)
(taking account of the last sentence of Section 6.03(e)), over (b) the amount
of Partnership Minimum Gain and Partner Minimum Gain that would be charged back
to such Partner as determined pursuant to Treasury Regulation Section 1.704-2
immediately prior to such sale.

     "Taxable Year" means the taxable year of the Partnership for federal
income tax purposes.

     "Transfer" means any sale, exchange, assignment, gift, hypothecation,
pledge, encumbrance or other transfer.

     "Treasury Regulation" or "Regulation" means, with respect to any
referenced provision, such provision of the regulations of the United States
Department of the Treasury or any successor provision.

     "Undistributed Preferred Return Amount" means an amount determined as of
the end of each Quarter equal to the excess, if any, of (i) the Quarterly
Preferred Return Amounts for all Quarters within the Fiscal Year, over (ii) all
distributions to the Class B Interest Holders for such Fiscal Year pursuant to
Sections 6.01(a), 6.01(b) and 6.03(a). The Preferred Return Amount and the
Quarterly Preferred Return Amounts shall not be cumulative from one Fiscal Year
to another and as a result thereof, with regard to each Fiscal Year of the
Partnership, the Undistributed Preferred Return Amount for each Fiscal year
shall automatically be zero at the beginning of such Fiscal Year.

     "Unrecovered Capital" means, with respect to each Class B Interest Holder,
the aggregate amount of the Capital Contributions made by such Class B Interest
Holder (and any predecessor in interest), less all distributions therefore made
to such Class B Interest Holder (and any predecessor in interest) pursuant to
Sections 6.03(c) and 6.03(d) (other than distributions pursuant to such
sections that are made at any time Unrecovered Capital is zero).


                                      10
<PAGE>


     "Winding-Up Income and Loss" means the Net Income or Net Loss in the
Winding-Up Year.

     "Winding-Up Year" means the Taxable Year of the Partnership in which all
of its assets are disposed of or the Partnership liquidates and each succeeding
Taxable Year.

     1.02. OTHER DEFINED TERMS. As used in this Agreement, unless otherwise
specified, (a) all references to Sections, Articles or Exhibits are to
Sections, Articles or Exhibits of this Agreement, (b) each accounting term has
the meaning assigned to it in accordance with United States generally accepted
accounting principles, practices and procedures ("GAAP"), (c) all Exhibits,
Schedules, Addenda and other attachments to this Agreement are specifically
incorporated into and made a part of this Agreement by any reference thereto in
this Agreement, (d) the terms "include" and "including" shall be construed as
if followed by the phrase "without limitation", and (e) all terms used in this
Agreement which are not defined in this Article I shall have the meaning set
forth elsewhere in this Agreement.


II.  ORGANIZATION

     2.01. CONTINUATION OF PARTNERSHIP. The Partners hereby ratify all actions
properly taken under the Original Partnership Agreement up to the Effective
Date and agree (a) to continue the Partnership as a limited partnership under
the Delaware Act, upon the terms and subject to the conditions set forth in
this Agreement, (b) to the acquisition by Heinz of the Class A Interests
formerly held by Star-Kist Foods, Inc. and Heinz Frozen Foods Company, and (c)
to the distribution of assets and liabilities of the Partnership as provided in
the Consent. The General Partner is hereby authorized to file and record any
amendments to the Certificate of Limited Partnership and such other documents
as may be required or appropriate under the Delaware Act or the laws of any
jurisdiction in which the Partnership may conduct business or own property in
order to reflect the terms of this Agreement.

     2.02. NAME AND PRINCIPAL PLACE OF BUSINESS.

          (a) The name of the Partnership is set forth on the cover page to
     this Agreement. The General Partner may change the name of the Partnership
     or adopt such trade or fictitious names for use by the Partnership as the
     General Partner may from time to time determine. All business of the
     Partnership shall be conducted under such name or the name of an SPV, and
     title to the Properties shall be held in such name or the name of an SPV.
     In the event the General Partner changes the name of the Partnership or
     adopts any other name for use by the Partnership, the Partnership shall
     promptly file or record with the proper offices in each jurisdiction and
     political subdivision in which the Partnership is conducting business such
     amendments or certificates, applications or other documents as are
     required or permitted by any applicable partnership, assumed or fictitious
     name statutes, or similar statutes or laws in effect in each such
     jurisdiction or political subdivision thereof.


                                      11
<PAGE>


          (b) The principal place of business and office of the Partnership
     shall be located at 57 Center, 357 Sixth Avenue, Pittsburgh, Pennsylvania.
     The General Partner may from time to time change such principal office and
     place of business or may change or establish such additional offices or
     places of business of the Partnership as it may deem necessary or
     appropriate.

     2.03. TERM. The term of the Partnership commenced on October 6, 2000 and
shall be perpetual, unless terminated pursuant to the provisions of this
Agreement by the Partners.

     2.04. REGISTERED AGENT AND REGISTERED OFFICE. The registered agent and
office of the Partnership is Corporation Trust Company, 1209 Orange Street,
Wilmington, Delaware 19801.

     2.05. PURPOSE. The purpose of the Partnership shall be to engage in the
business of food manufacturing, selling, distribution and any other lawful
business directly or indirectly related thereto. The Partnership may form one
or more subsidiary entities (each an "SPV") to own all or any of the Properties
or to conduct the Partnership's business, provided that the terms of the
organizational documents relating to the formation of any such SPV ("SPV
Agreement") shall contain such provisions as will together with the provisions
of this Agreement have substantially the same effect as would be the case if
such Property was held or all such business were conducted by the Partnership
pursuant to the terms of this Agreement. Each SPV shall directly or indirectly,
through one or more intermediaries, be wholly-owned by the Partnership.

     2.06. ACQUISITION OF PROPERTY AND DEBT FINANCING. The Partners acknowledge
and agree that the Partnership shall, and the Partnership is authorized (on its
own behalf or on behalf of one or more SPV) to acquire such additional Property
or Properties as determined appropriate by the General Partner and upon such
terms, conditions and provisions as determined appropriate by the General
Partner (and in connection therewith, to accept additional Capital
Contributions as set forth in Section 4.04 hereof), without the consent,
approval or other action of any other Partner, provided such terms and
conditions have been approved by the Management Board. In addition, the
Partners acknowledge and agree that in connection with the acquisition of
Properties, the General Partner, on behalf of the Partnership in its own legal
capacity or on behalf of any one or more SPV, is authorized to enter into,
execute, deliver and perform all obligations under any and all agreements,
instruments and documents necessary in connection with the acquisition of
Properties, and any and all amendments thereto.


III. PARTNERS

     3.01. ADMISSION OF PARTNERS. Except as expressly permitted by this
Agreement, no other person shall be admitted as a partner of the Partnership,
and no additional interest shall be issued, without the approval of the General
Partner. The Partners acknowledge and agree that the General Partner is
specifically authorized to admit either or both (a) additional Class A Interest
Holders and/or (b) additional Class B Interest Holders, to the Partnership,
without the consent, approval or other action of any other Partner, provided
the terms and conditions of such admission have been approved by the Management
Board.


                                      12
<PAGE>


     3.02. LIMITATION ON LIABILITY. Except as expressly provided herein, no
Limited Partner shall be liable or obligated personally for any of the debts,
obligations or liabilities of the Partnership, and no Partner shall be required
to contribute any capital other than the contributions required by the
provisions of Article IV hereof. A negative or deficit balance in any Partner's
Capital Account shall not be deemed to be an asset of the Partnership and no
Partner with a negative or deficit balance in its Capital Account shall have
any obligations to the Partnership, any other Partner, or any third party or
creditor to restore said negative or deficit balance, except to the extent
expressly provided for in this Agreement. No Partner shall be liable for the
return of the Capital Contributions, Capital Account or any portion thereof, of
any other Partner, it being expressly understood and agreed that such return
shall be made solely from the assets of the Partnership in accordance with the
terms of this Agreement. No Partner shall be entitled to demand and receive
property other than cash in return for its Capital Contributions to the
Partnership, its Capital Account or its Interests.


IV.  CAPITAL

     4.01. INITIAL AND SUBSEQUENT CAPITAL CONTRIBUTIONS. Schedule E sets forth
the fair market value of the assets contributed by each Partner as of the
Effective Date which comprised such Partner's Capital Contribution, and which
assets were contributed to the Partnership for its exclusive use and are not
being retained by the Partners.

     4.02. ADDITIONAL CAPITAL CONTRIBUTIONS. In addition to the Capital
Contributions of the Partners as provided above in Section 4.01 hereof, if at
any time or from time to time additional funds are required by the Partnership
or any SPV in excess of Partnership available funds, for any reason other than
as described in Section 4.04 hereof (each a "Shortfall"), including (i) to
close any refinancing of a third-party loan (including third-party closing
costs), (ii) to pay all costs and expenses (whether operating or capital in
nature) in connection with the Partnership's investment in any Property or in
connection with the operations of the Partnership or any SPV, and/or (iii) to
fund the reasonable working capital needs of the Partnership and each SPV for
both operating and capital expenditures of the Partnership or any SPV, the
General Partner may (but shall not be obligated to) request that the Partners
make further capital contributions in an amount sufficient to fund such
Shortfall in return for an interest in the Partnership as reasonably determined
by the General Partner. Alternatively, the General Partner may offer interests
to Persons who are not Partners on such terms as the General Partner determines
reasonable but shall first offer such interests to the Partners.

     4.03. CONTRIBUTIONS OF ADDITIONAL CLASS A OR CLASS B INTEREST HOLDERS. In
connection with any Additional Admissions (as provided in Section 3.01 hereof),
the General Partner is authorized to accept on behalf of the Partnership (and
on behalf of any one or more SPV) contributions to the capital of the
Partnership of all or any portion of the business operations and/or assets of
such additional Class A Interest Holders and/or additional Class B Interest
Holders, in exchange for either Class A Interests and/or Class B Interests in
the Partnership (as the case may be), in each case upon such terms, conditions
and provisions as determined appropriate by the General Partner and approved by
the Management Board (including assumptions of liabilities of the type
described in Section 4.07 hereof). In each such


                                      13
<PAGE>


case, this Agreement may be amended in such form as reasonably approved by the
General Partner for the purpose of (a) admitting such new Class A Interest
Holders and/or Class B Interest Holders, (b) setting forth or describing in
reasonable detail, accepting and valuing, the assets to be contributed by such
new Class A Interest Holders and/or Class B Interest Holders, (c) amending
Schedules A and B of this Agreement as necessary and (d) otherwise amending
this Agreement (as determined appropriate by the General Partner) to reflect
such Additional Admissions. In connection with any such Additional Admission,
the General Partner is authorized (on behalf of the Partnership and any
applicable SPV) to enter into any and all agreements, contracts, documents and
other instruments relating to or to effectuate such Additional Admission and
the related contribution of business operations and/or assets (in each case,
upon such terms, conditions and provisions as determined appropriate by the
General Partner) and the General Partner is authorized to execute appropriate
amendments to this Agreement on behalf of the other Limited Partners pursuant
to Section 10.05 hereof.

     4.04. ADDITIONAL CASH CONTRIBUTIONS TO ACQUIRE ADDITIONAL PROPERTIES. In
connection with the acquisition of any additional Properties (as provided in
Section 2.06(b) hereof), the General Partner is authorized to accept on behalf
of the Partnership (and on behalf of any one or more SPV) contributions to the
capital of the Partnership from existing Partners, in exchange for either new
or additional Class A Interests and/or Class B Interests in the Partnership (as
the case may be), in each case upon such terms, conditions and provisions as
determined appropriate by the General Partner and approved by the Management
Board (including assumptions of liabilities of the type described in Section
4.07 hereof). In each such case, this Agreement may be amended in such form as
reasonably approved by the General Partner for the purpose of (a) reflecting
such new or additional Class A Interests and/or Class B Interests, (b) amending
Schedules A and B of this Agreement as necessary and (c) otherwise amending
this Agreement (as determined appropriate by the General Partner) to reflect
such additional Capital Contributions and acquisitions of Properties. In
connection with any such transaction, the General Partner is authorized (on
behalf of the Partnership and any applicable SPV) to enter into any and all
agreements, contracts, documents and other instruments relating to or to
effectuate such additional Capital Contributions and Property acquisitions (in
each case, upon such terms, conditions and provisions as determined appropriate
by the General Partner) and the General Partner is authorized to execute
appropriate amendments to this Agreement on behalf of the other Limited
Partners pursuant to Section 10.05 hereof.

     4.05. CAPITAL ACCOUNTS. A separate capital account ("Capital Account")
will be maintained for each Partner in accordance with Treasury Regulation
Section 1.704-1(b)(2)(iv) and consistent therewith shall be increased by all
increases required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)
and shall be decreased by all decreases required by Treasury Regulation Section
1.704-1(b)(2)(iv) and any other elective adjustments to capital accounts under
such Treasury Regulations deemed appropriate by the General Partner to properly
reflect the economic interests of the Partners (unless such elective adjustment
is otherwise required under this Agreement). The foregoing provisions and the
other provisions of this Agreement relating to the maintenance of Capital
Accounts are intended to comply with Treasury Regulations Section 1.704-1(b),
and shall be interpreted and applied in a manner consistent with such Treasury
Regulations. In the event the General Partner shall determine that it is
prudent to modify the manner in which the Capital Accounts, or any debits or
credits thereto


                                      14
<PAGE>


(including, without limitation, debits or credits relating to liabilities which
are secured by contributed or distributed Property or which are assumed by the
Partnership or any Partners), are computed in order to comply with such
Treasury Regulations, the General Partner may make such modification, provided
that it is not likely to have a material adverse effect on the amounts
distributed to any person pursuant to Section 6.04 hereof.

     4.06. NO FURTHER CAPITAL CONTRIBUTIONS. Except as expressly provided in
this Agreement (including with regard to Additional Admissions, acquisitions of
additional Properties) or with the prior written consent of all the Partners,
no Partner shall be required or entitled to contribute any other or further
capital to the Partnership, nor shall any Partner be required or entitled to
loan any funds to the Partnership. Notwithstanding any other provision of this
Agreement to the contrary, nothing contained herein will, or is intended or
will be deemed to benefit any creditor of the Partnership or any creditor of
any Partner, and no such creditor will have any rights, interests or claims
hereunder, be entitled to any benefits hereunder or be entitled to require the
Partnership or any Partner to demand, solicit or accept any loan, advance or
additional capital contribution for or to the Partnership or to enforce any
right which the Partnership or any Partner may have against any other Partner
or which any Partner may have against the Partnership, pursuant to this
Agreement or otherwise.

     4.07. SPECIAL PROVISION. Section 4.07 of the Original Partnership
Agreement shall remain in full force and effect as if this Agreement had not
been executed. For purposes of reference, the terms of Section 4.07 are
reproduced as Schedule C.


V.   INTERESTS IN THE PARTNERSHIP

     5.01. OWNERSHIP. The Properties shall be owned, directly or indirectly
(through one or more SPV), by the Partnership, subject to the terms and
provisions of this Agreement.

     5.02. WAIVER OF PARTITION; NATURE OF INTERESTS IN THE PARTNERSHIP. Except
as otherwise expressly provided for in this Agreement, each of the Partners
hereby irrevocably waives any right or power that such Partner might have:

          (a) To cause the Partnership or any of its assets to be partitioned;

          (b) To cause the appointment of a receiver for all or any portion of
     the assets of the Partnership;

          (c) To compel any sale of all or any portion of the assets of the
     Partnership pursuant to any applicable law; or

          (d) To file a complaint, or to institute any proceeding at law or in
     equity, to cause the termination, dissolution or liquidation of the
     Partnership.

Each of the Partners has been induced to enter into this Agreement in reliance
upon the waivers set forth in this Section 5.02, and without such waivers no
Partner would have entered into this


                                      15
<PAGE>


Agreement. No Partner shall have any interest in any specific Property. The
interests of all Partners in this Partnership are personal property.


VI.  DISTRIBUTIONS

     6.01. DISTRIBUTIONS OF OPERATING CASH FLOW. Operating Cash Flow for each
Fiscal Year shall be distributed to the Partners in the following order of
priority:

          (a) first, 95% to the Class B Interest Holders, 4% to the Class A
     Interest Holders and 1% to the General Partner until the Class B Interest
     Holders have received aggregate distributions for such Fiscal Year
     pursuant to this Section 6.01(a) and Section 6.03(a)(i) in an amount equal
     to 90% of the Preferred Return Amount for such Fiscal Year;

          (b) second, 50% to the Class B Interest Holders, 49% to the Class A
     Interest Holders and 1% to the General Partner until the Class B Interest
     Holders have received aggregate distributions pursuant to Section 6.03(a),
     Section 6.01(a) and this Section 6.01(b) for such Fiscal Year in an amount
     equal to the Preferred Return Amount for such Fiscal Year;

          (c) third, to the Partners pro rata in proportion to the balances in
     their respective Investment Income Accounts to the extent thereof; and

          (d) thereafter, to the Partners in accordance with their respective
     Sharing Ratios.

     6.02. DISTRIBUTION TRUE UP. The Partners recognize that due to variations
in the Index Rate and/or the amount of Operating Cash Flow and/or Capital
Proceeds available for distribution during the Fiscal Year, and since
distributions pursuant to Section 6.01 and Section 6.03 may be made more often
than annually (as provided in Section 6.06 hereof), the aggregate amount of
Operating Cash Flow and/or Capital Proceeds received by the Partners on a
quarterly or other interim basis may not be the amount to which they would
otherwise be entitled to on an annual basis under Section 6.01 and Section 6.03
for a Fiscal Year (the amount each such Partner is to receive on an annual
basis pursuant to Sections 6.01 and 6.03 hereof for each Fiscal Year is herein
sometimes referred to as the "Proper Amount"), and as a result thereof, the
General Partner may adjust any distributions to the Partners (including fourth
Quarter distributions and annual distributions) and among the Partners for such
Fiscal Year so as to cause the aggregate amount received by each Partner for
such Fiscal Year to equal such Partner's Proper Amount. In the event such
fourth Quarter or annual adjusting distributions are insufficient to cause the
aggregate amounts received by each such Partner for such Fiscal Year to equal
their respective Proper Amount, the General Partner may require the return of
some or all of the amounts previously distributed to one or more of the
Partners for such Fiscal Year, and if necessary, distribute such amounts to
other Partners, so as to cause the aggregate amounts received by each of the
Partners for such Fiscal Year (after such adjustments, returns and
redistributions) to equal the applicable Proper Amount. The General Partner
shall notify the Partners of the necessity for


                                      16
<PAGE>


any such adjustment and the appropriate adjustment as to each Partner. Any
Partner receiving a request for return of any quarterly or other interim
distribution, as provided above, shall promptly return such amount to the
Partnership, and if necessary to balance the Proper Amount for each Partner,
the Partnership shall promptly thereafter distribute some or all of such amount
to one or more of the other Partners, so as to cause the aggregate amounts
received by each of the Partners to equal the applicable Proper Amount.

     6.03. DISTRIBUTION OF CAPITAL PROCEEDS. Capital Proceeds shall be
distributed in the following order of priority:

          (a) first, to the Partners in the following order of priority:

               (i) first, 95% to the Class B Interest Holders, 4% to the Class
          A Interest Holders and 1% to the General Partner until the Class B
          Interest Holders have received aggregate distributions for such
          Fiscal Year pursuant to this Section 6.03(a)(i) and Section 6.01(a)
          in an amount equal to 90% of the Preferred Return Amount for such
          Fiscal Year;

               (ii) thereafter, 50% to the Class B Interest Holders, 49% to the
          Class A Interest Holders and 1% to the General Partner until the
          Class B Interest Holders have received aggregate distributions for
          the Fiscal Year pursuant to Section 6.03(a), Section 6.01(a) and
          Section 6.01(b) for such Fiscal Year in an amount equal to the
          Preferred Return Amount for such Fiscal Year.

          (b) second, to the Partners pro rata in proportion to the balances in
     their respective Investment Income Accounts to the extent thereof;

          (c) third, 94% to the Class B Interest Holders, 1% to the General
     Partner and 5% to the Class A Interest Holders until the Adjusted
     Unrecovered Capital of each Class B Interest Holder is equal to zero; and

          (d) thereafter, to the Partners in proportion to their respective
     Sharing Ratios.

          (e) Notwithstanding the foregoing, in the event the distribution of
     Capital Proceeds to a Partner under Section 6.03(c) and Section 6.03(d)
     results in such Partner receiving Capital Proceeds in an amount that is
     less than such Partner's Deemed Tax Amount, then amounts otherwise
     distributable under Sections 6.03(c) and 6.03(d) shall instead be
     redistributed among the Partners in such a manner so as to ensure (with
     the least amount of economic change possible) that to the greatest extent
     possible, each Partner receives an amount under Sections 6.03(c) and
     6.03(d) that is no less than such Partner's Deemed Tax Amount. Any amounts
     otherwise distributable pursuant to Section 6.03(c) or Section 6.03(d) but
     instead distributed pursuant to this Section 6.03(e) (first as amounts
     otherwise distributable pursuant to Section 6.03(d) and then as to Section
     6.03(c)) in favor of a Partner ("Recipient Partner") and away from another
     Partner ("Forgoing Partner") shall be referred to herein as such Forgoing
     Partner's "Special Receipt Amount." Special Receipt Amounts shall be
     considered as advances by the Partnership against future distributions to
     such Recipient Partner and shall be recovered


                                      17
<PAGE>


     as rapidly as possible such that all future distributions of Capital
     Proceeds to such Recipient Partner shall instead be distributed pro rata
     to the Forgoing Partners (in proportion to their respective Special
     Receipt Amounts) until the Special Receipt Amount of each Forgoing Partner
     has been fully recovered.

     6.04. DISTRIBUTIONS IN LIQUIDATION. Upon the dissolution and winding-up of
the Partnership, the proceeds of sale and other assets of the Partnership
distributable to the Partners under Section 12.02(c)(iii) shall be distributed,
not later than the latest time specified for such distributions pursuant to
Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2) to the Partners in
proportion to and in accordance with their respective positive Capital Account
balances (after adjustment to reflect all adjustments to Capital Accounts other
than the distributions in liquidation). With the approval of the General
Partner, a pro rata portion of the distributions that would otherwise be made
to the Partners under the preceding sentence may be distributed to a trust
established for the benefit of the Partners for the purposes of liquidating
Partnership assets, collecting amounts owed to the Partnership, and paying any
contingent or unforeseen liabilities or obligations of the Partnership arising
out of or in connection with the Partnership. The assets of any trust
established under this Section 6.04 will be distributed to the Partners from
time to time by the trustee of the trust, upon approval of the General Partner,
in the same proportions as the amount distributed to the trust by the
Partnership would otherwise have been distributed to the Partners under this
Agreement. Upon the liquidation of an interest in the Partnership not otherwise
in connection under the liquidation of the Partnership, the liquidating
distribution to any such Partner shall be in accordance with such Partner's
positive Capital Account balance after taking account of all adjustments to
Capital Accounts for the Taxable Year of liquidation (other than the
liquidating distribution).

     6.05. ALLOCATION AMONG PARTNERS. For purposes of this Article VI and for
purposes of Article VII:

          (a) Amounts distributed to the Class B Interest Holders pursuant to
     Sections 6.01(a), 6.01(b) and 6.03(a) shall be distributed among them
     based upon their relative Individual Preferred Return Amounts;

          (b) Amounts distributed to the Class B Interest Holders pursuant to
     Section 6.03(c) shall be distributed among them based upon their relative
     amounts of Unrecovered Capital; and

          (c) Except as otherwise provided or unless the context otherwise
     requires, all other amounts allocated or distributed to the Class B
     Interest Holders shall be allocated or distributed among them in
     proportion to their respective Percentage Interests and all other amounts
     allocated or distributed to the Class A Interest Holders shall be
     allocated or distributed among them in proportion to their respective
     Percentage Interests.

     6.06. TIMING OF DISTRIBUTIONS. As soon as reasonably practical after the
end of each Quarter (as determined by the General Partner) and prior to making
any distributions of Capital Proceeds arising from any Capital Event occurring
during such Quarter, the General Partner shall endeavor to determine Operating
Cash Flow for such Quarter and make distributions of Operating Cash Flow for
such Quarter, with annual adjusting distributions as soon as reasonably
practical after the end of the fourth Quarter of each Fiscal Year. The General
Partner shall make distributions of Capital Proceeds as soon as reasonably


                                      18
<PAGE>


practical after the receipt of the Capital Proceeds to be distributed and after
distributions of Operating Cash Flow, if any, for the Quarter during which the
Capital Event giving rise to such Capital Proceeds occurred.

VII. ALLOCATIONS

     7.01. OPERATING INCOME. For each Taxable Year, Operating Income shall be
allocated in the following order of priority:

          (a) first, to each Partner until the aggregate amount allocated to
     each such Partner (and any predecessor in interest) under this Section
     7.01(a) and under Section 7.04(a) for all prior and current periods is
     equal to the aggregate amount theretofore distributed for all prior and
     current periods to such Partner (and any predecessor in interest) pursuant
     to Sections 6.01(a), 6.01(b) and 6.03(a) hereof (as to each Partner the
     amount of such distributions in excess of such allocations being referred
     to herein as each such Partner's "Allocation Shortfall Amount") (and if
     there is insufficient Operating Income to make a full allocation under
     this Section 7.01(a), then pro rata to the Partners in proportion to their
     respective Allocation Shortfall Amounts); and

          (b) thereafter, to the Partners in accordance with their respective
     Sharing Ratios.

     7.02. INVESTMENT INCOME. For each Taxable Year, Investment Income shall be
allocated in the following order or priority:

          (a) first, 84% to the Class A Interest Holders, 1% to the General
     Partner and 15% to the Class B Interest Holders until the aggregate amount
     allocated under this Section 7.02(a) for such Taxable Year is equal to $10
     million; and

          (b) thereafter, 89% to the Class A Interest Holders, 1% to the
     General Partner and 10% to the Class B Interest Holders.

     7.03. OPERATING LOSS. For each Taxable Year, Operating Loss shall be
allocated 92% to the Class A Interest Holder, 7% to the Class B Interest
Holders and 1% to the General Partner.

     7.04. CAPITAL NET INCOME. For each Taxable Year, Capital Net Income shall
be allocated in the following order of priority:

          (a) first, to each Partner until the aggregate amount allocated to
     each such Partner (and any predecessor in interest) under this Section
     7.04(a) and under Section 7.01(a) for all prior and current periods is
     equal to the aggregate amount theretofore distributed for all prior and
     current periods to such Partner (and any predecessor in interest) pursuant
     to Sections 6.01(a), 6.01(b) and 6.03(a) hereof (as to each Partner, the
     amount of such distributions in excess of such allocations being referred
     to herein as each such Partner's "Capital Allocation Shortfall Amount")
     (and if there is insufficient Capital


                                      19
<PAGE>


     Net Income to make a full allocation under this Section 7.04(a), then pro
     rata to the Partners in proportion to their respective Capital Allocation
     Shortfall Amounts); and

          (b) thereafter, to the Partners in accordance with their respective
     Sharing Ratios.

     7.05. CAPITAL NET LOSSES. For each Taxable Year, Capital Net Losses shall
be allocated to the Partners in accordance with their respective Sharing
Ratios.

     7.06. WINDING UP INCOME AND LOSS. Notwithstanding any other provision of
this Agreement, Winding Up Income and Loss shall be allocated to make the
Partially Adjusted Capital Accounts of the Partners equal, as nearly as
possible, their respective Target Accounts.

     7.07. SPECIAL ALLOCATIONS AND COMPLIANCE WITH SECTION 704(b). The
following special allocations shall, except as otherwise provided, be made in
the following order:

          (a) Notwithstanding anything to the contrary contained in this
     Article VII, if there is a net decrease in Partnership Minimum Gain or in
     any Partner Minimum Gain during any Taxable Year or other period, prior to
     any other allocation pursuant hereto, each Partner shall be specially
     allocated items of Partnership Income for such Taxable Year (and, if
     necessary, subsequent years) in an amount and manner required by Treasury
     Regulation Sections 1.704-2(f) or 1.704-2(i)(4). The items to be so
     allocated shall be determined in accordance with Treasury Regulation
     Section 1.704-2.

          (b) Nonrecourse Deductions for any Taxable Year or other period shall
     be allocated (as nearly as possible) under Treasury Regulation Section
     1.704-2 to the Partners, pro rata in proportion to their respective
     Sharing Ratios.

          (c) Any Partner Nonrecourse Deductions for any Taxable Year or other
     period shall be allocated to the Partner that made, or guaranteed or is
     otherwise liable with respect to the loan to which such Partner
     Nonrecourse Deductions are attributable in accordance with principles
     under Treasury Regulation Section 1.704-2(i).

          (d) Any Partner who unexpectedly receives an adjustment, allocation
     or distribution described in Treasury Regulation Section
     1.704-1(b)(2)(ii)(d)(4), (5) or (6) which causes or increases a negative
     balance in his or its Capital Account shall be allocated items of Income
     sufficient to eliminate such increase or negative balance caused thereby,
     as quickly as possible, to the extent required by such Treasury
     Regulation.

          (e) The allocations set forth in Sections 7.07(a), 7.07(b), 7.07(c)
     and 7.07(d) and Section 7.10(a) (the "Regulatory Allocations") are
     intended to comply with certain requirements of Treasury Regulation
     Sections 1.704-1 and 1.704-2. It is the intent of the Partners that, to
     the extent possible, all Regulatory Allocations shall be offset either
     with other Regulatory Allocations or with special allocations of other
     items of Partnership Income and Loss, pursuant to this Section 7.07(e).
     Therefore, notwithstanding any other provision of this Article VII (other
     than the Regulatory Allocations), the General Partner shall make such
     offsetting special allocations of Partnership Income or Loss in whatever


                                      20
<PAGE>


     manner it determines appropriate so that, after such offsetting
     allocations are made, each Partner's Capital Account balance is, to the
     extent possible, equal to the Capital Account balance such Partner would
     have had if the Regulatory Allocations were not part of the Agreement and
     all Partnership items were allocated pursuant to Sections 7.01, 7.02,
     7.03, 7.04, 7.05 and 7.06. In exercising its discretion under this Section
     7.07(e), the General Partner shall take into account future Regulatory
     Allocations under Section 7.07(a) that, although not yet made, are likely
     to offset other Regulatory Allocations previously made under Sections
     7.07(b) and 7.07(c).

     7.08. TAX MATTERS. The Partners intend for the Partnership to be treated
as a partnership for federal income tax purposes. The General Partner shall
make all applicable elections, determinations and other decisions under the
Code and applicable Treasury Regulations, including, without limitation, the
deductibility of a particular item of expense and the positions to be taken on
the Partnership's tax return, and shall approve the settlement or compromise of
all audit matters raised by the Internal Revenue Service affecting the Partners
generally. The Partners shall each take reporting positions on their respective
federal, state and local income tax returns consistent with the positions
determined for the Partnership by the General Partner. The General Partner
shall cause all federal, state and local income and other tax returns to be
timely filed by the Partnership.

     7.09. TAX MATTERS PARTNER. The General Partner shall be the tax matters
partner within the meaning of Section 6231(a)(7) of the Code (and for purposes
of any similar state, local or foreign law) and shall possess all rights,
obligations and duties of a tax matters partner under the Code. If it
determines that it is desirable to do so, the General Partner shall cause the
Partnership to make such elections as are necessary to be subject to the
unified partnership audit procedures set forth in Section 6221 et seq. of the
Code.

     7.10. SPECIAL ALLOCATION RULES.

          (a) No allocation of Net Loss, Loss or Capital Loss shall be made to
     any Partner if, as a result of such allocation, such Partner would have an
     Adjusted Capital Account Deficit. Any such disallowed allocation shall be
     made to the Partners entitled to receive such allocation in accordance
     with applicable Treasury Regulations under Section 704(b) of the Code in
     proportion to their respective Percentage Interests.

          (b) For any Taxable Year, allocations shall be made first pursuant to
     Sections 7.01, 7.02 and 7.03 before any allocations are made to pursuant
     to Sections 7.04 and 7.05.

     7.11. SECTION 704(c). In accordance with Section 704(c) of the Code and
the applicable Treasury Regulations thereunder, income, gain, loss, deduction
and tax depreciation with respect to any property contributed to the capital of
the Partnership, shall, solely for federal income tax purposes, be allocated
among the Partners so as to take into account any variation between the
adjusted tax basis of such property to the Partnership and the initial Book
Basis of such property under such method (allowable under Section 704(c)) as
determined appropriate by the General Partner. In the event the Book Basis of
any Partner asset is adjusted pursuant to subparagraph (b) of the definition of
Book Basis, subsequent allocations of income, gain, loss deduction and tax
depreciation with respect to such asset shall, solely for federal income tax


                                      21
<PAGE>


purposes, be allocated among the Partners so as to take into account any
variation between the adjusted tax basis of such asset and the Book Basis of
such asset in the same manner as under Section 704(c) of the Code utilizing
such method (allowable under Section 704(c)) as determined appropriate by the
General Partner. All allocations pursuant to this Section 7.11 are solely for
federal income tax purposes and shall not be taken into account in determining
any Partner's Capital Account, or determining Income or Loss.

     7.12. SHARING OF NONRECOURSE DEBT. For purposes of Treasury Regulation
Section 1.752-3(a)(3) the Partners' shares of "partnership profits" shall be
the Sharing Ratios as among the Class A Interest Holders, as a group, the Class
B Interest Holders, as a group, and the General Partner and as among the
Partners comprising a group in proportion to their respective Percentage
Interests.


VIII. MANAGEMENT

     8.01. MANAGEMENT.

          (a) Except as otherwise expressly provided in this Agreement,
     including the provisions of Section 8.02, the business and affairs of the
     Partnership shall be vested in and controlled by the General Partner.

          (b) Subject to the provisions of Section 8.02, the General Partner
     shall have the sole authority to authorize and approve any matters
     pertaining to the Partnership's business and any matters pertaining to the
     business of any SPV, including, without limitation, the following matters:

               (i) The making of any decision and the implementing of any
          decision to acquire any Property, including any decision to admit (A)
          any additional Class B Interest Holders and/or any additional Class A
          Interest Holders and the terms and conditions upon which such
          admission will occur (including any decision to accept Capital
          Contributions from any such additional Class A Interest Holder and/or
          any additional Class B Interest Holder and any valuation thereof)
          and/or (B) accept additional Capital Contributions from any existing
          Partners for the purpose of acquiring one or more additional
          Properties;

               (ii) Any financing, refinancing or securitization of any
          Property and the use of any proceeds thereof, including, without
          limitation, construction, interim and permanent financing, and any
          other financing or refinancing of the operations of the Partnership
          or any SPV and the execution and delivery of any documents,
          agreements or instruments evidencing, securing or relating to any
          such financing or any amendment, modification, extension or
          termination of (or making any material decision, taking any material
          action, providing any material consent or approval or waiving any
          material right under) any such documents, agreements or instruments;


                                      22
<PAGE>


               (iii) Any restructuring, improvement, rehabilitation,
          alteration, repair, or completion of construction or reconstruction
          of all or any portion of any Property;

               (iv) The establishment of reserves reasonably required in light
          of anticipated operational needs, acquisitions and contingent and
          non-contingent liabilities (or reserves retained for purposes of
          implementing Section 6.02 hereof), and the determination of the
          amount of available Operating Cash Flow and Capital Proceeds and the
          timing of any distributions of available Operating Cash Flow and
          Capital Proceeds or reserves retained for purposes of implementing
          Section 6.02 hereof;

               (v) The institution of any legal proceedings in the name of the
          Partnership or any SPV, settlement of any legal proceedings against
          the Partnership or any SPV and confession of any judgment against the
          Partnership, any SPV or any property of the Partnership or any SPV or
          making any decision, taking any action, providing any consent or
          approval or waiving any rights thereunder;

               (vi) All personnel matters involving the Partnership and any
          SPV, including, without limitation, the hiring or discharge of
          employees and contractors of the Partnership or any SPV, delegation
          of authority to any employees or contractors, establishment or
          amendment of employment policies and benefit plans, etc.;

               (vii) Determining the amount of overhead and other
          reimbursements or any salary, compensation or other remuneration
          payable to any Partner or any of their Affiliates pursuant to the
          terms hereof or any separate agreement between the Partnership or any
          SPV and a Partner, or any of their Affiliates;

               (viii) The appointment of the Partnership Accountant or any
          change in the Partnership Accountant or the selection of any other
          auditor or independent accounting firm for the Partnership or any
          SPV, or the making of any decision to change any other auditor or
          independent accounting firm of the Partnership or any SPV;

               (ix) (A) The filing of any voluntary petition in bankruptcy on
          behalf of the Partnership or any SPV, (B) the consenting to the
          filing of any involuntary petition in bankruptcy against the
          Partnership or any SPV, (C) the filing of any petition seeking, or
          the consenting to, reorganization or relief under any applicable
          federal or state law relating to bankruptcy or insolvency by or on
          behalf of the Partnership or any SPV, (D) the consenting to the
          appointment of a receiver, liquidator, assignee, trustee,
          sequestrator (or other similar official) of the Partnership, any SPV
          or a substantial part of its or their property, (E) the making of any
          assignment for the benefit of creditors by or on behalf of the
          Partnership or any SPV, (F) the admission in writing of the
          Partnership's or any SPV's inability


                                      23
<PAGE>


          to pay its debts generally as they become due or (G) the taking of
          any action by the Partnership or any SPV in furtherance of any such
          action;

               (x) The making of all material tax elections, determinations and
          other decisions under the Code and any decision to settle or
          compromise any matter raised by the Internal Revenue Service;

               (xi) Any sale, exchange, transfer or other disposition of all or
          any part of any Property, or any sale, transfer or other disposition
          of all or any part of the Partnership's interest in any SPV and the
          execution and delivery of any documents, agreements, contracts,
          binding letters of intent or other document or instrument relating
          thereto or any amendment, modification, extension or termination of
          (or making any material decision, taking any material action,
          providing any material consent or approval or waiving any material
          right under) any such agreement, contract, binding letter of intent
          or other document or instrument;

               (xii) The Partnership's or any SPV's incurrence of any
          liabilities or obligations with regard to any debt or loan
          guaranties, letters of credit, hedge or hedging agreements, or any
          similar contingent liabilities;

               (xiii) The making of any decision and the implementing of any
          decision to form an SPV and to assign, transfer or convey all or any
          portion of any Property or the rights to acquire any Property to such
          SPV and the execution and delivery of any documents, agreements or
          instruments implementing, evidencing or relating to any such decision
          or action (including any organizational documents relating to any
          SPV) or amending, modifying, extending or terminating of (or making
          any material decision, taking any material action, providing any
          material consent or approval or waiving any material rights under)
          any such document, agreement or other instrument;

               (xiv) Any decision to dissolve, windup and terminate the
          Partnership or any SPV and any decision to distribute all or any
          portion of any Property (or any other property of the Partnership or
          any SPV) in kind; and

               (xv) With regard to any SPV or any other Person in which the
          Partnership holds a direct or indirect equity interest, the making of
          any decision, taking any action or providing any consent or approval
          with regard to any matter which might otherwise require an action by
          the Partnership.

          (c) For matters requiring approval of the Management Board, the
     General Partner shall prepare and submit any necessary materials to the
     Management Board for its approval prior to taking any final action with
     respect to such matters.

          (d) Subject to the terms of this Agreement and the limitations
     imposed by law, the General Partner shall have all of the same powers as a
     general partner of a general partnership under the laws of the State of
     Delaware.


                                      24
<PAGE>


          (e) The Limited Partners shall not have any right or power to
     participate in or have any control over the Partnership's or any SPV's
     business affairs or operations or to act for or to bind the Partnership or
     any SPV in any manner whatsoever, nor shall they be required or permitted
     to consent to, acquiesce in, vote on or approve any action or act taken or
     decision made by the General Partner except as otherwise specifically
     provided herein.

     8.02. MANAGEMENT BOARD.

          (a) The Partnership shall have a "Management Board" (herein so
     called) which shall have the powers set forth in Section 8.02(k) hereof.
     The Management Board shall be comprised of five members (the "Managers").
     The Class B Interest Holders shall appoint three Managers (the "Class B
     Managers") and the Class A Interest Holders shall appoint two Managers
     (the "Class A Managers"), provided that so long as Heinz Finance is a
     direct or indirect Partner, it shall appoint all of the Class B Managers.
     Any Class B Manager can be replaced at any time by the Class B Interest
     Holders (or so long as Heinz Finance is a direct or indirect Partner, by
     Heinz Finance) and the Class A Managers can be replaced at any time by the
     Class A Interest Holders.

          (b) As of the Effective Date, the Class B Managers shall be Art
     Winkleblack, Leonard Cullo and Laura Stein and the Class A Managers shall
     be Chris Puma and Neil Harrison.

          (c) A majority (in number) of the Managers shall constitute a quorum
     for the transaction of business at any meeting of the Management Board.
     The act or affirmative vote of a majority (in number) of the Management
     Board present at a meeting at which a quorum is present shall be the act
     of the Management Board provided that at least one Class B Manager shall
     have consented to such action.

          (d) Any action required to be taken at a meeting of the Management
     Board or any other action which may be taken at a meeting of the
     Management Board may be taken without a meeting if a consent in writing,
     setting forth the action so taken, shall be signed by the number of
     Managers required to approve such action at a properly called and
     constituted meeting of the Management Board at which all of the Managers
     were present and voting. Any such consent signed by the number of the
     Managers indicated above in the immediately preceding sentence shall have
     the same effect as an act of a majority (in number) of the Managers at a
     properly called and constituted meeting of the Management Board at which
     all of the Managers were present and voting.

          (e) The Managers may participate in and act at meetings of the
     Management Board through the use of a conference telephone or other
     communications equipment by means of which all persons participating in
     the meeting can hear each other. Participation in such meeting shall
     constitute attendance in person at the meeting of the person or persons so
     participating.

          (f) Regular meetings of the Management Board shall be held at such
     times and places as shall be designated from time to time by resolution of
     the Management


                                      25
<PAGE>


     Board, provided the Management Board shall meet no less frequently than
     quarterly and provided such regular meetings of the Management Board shall
     be as often as necessary or desirable to carry out its functions
     hereunder.

          (g) Special meetings of the Management Board may be called by or at
     the request of any Partner for any reasonable purpose. Special meetings of
     the Management Board shall be held at a location mutually agreed to by the
     Managers.

          (h) Notice of any meeting of the Management Board shall be given no
     fewer than five (5) Business Days and no more than twenty (20) Business
     Days prior to the date of the meeting. Notice of any meeting of the
     Management Board shall specify the date, time and place of the proposed
     meeting and the agenda for the meeting (unless such notice is waived in
     writing). Notice shall be delivered in the manner set forth in Section
     14.03 hereof. The attendance of a Manager at a meeting of the Management
     Board shall constitute a waiver of notice of such meeting, except where a
     Manager attends a meeting for the express purpose of objecting to the
     transaction of any business because the meeting is not properly called or
     convened.

          (i) A written record of all meetings of the Management Board and all
     decisions made by it shall be made by such Manager or person appointed by
     the Management Board, and kept in the records of the Partnership and shall
     be initialed or signed by at least one Class B Manager. Minutes and/or
     resolutions of the Management Board when initialed or signed as indicated
     above shall be binding and conclusive evidence of the decisions reflected
     therein and any authorizations granted thereby.

          (j) Except as otherwise determined by the Management Board, no member
     thereof shall be entitled to receive any salary or other remuneration or
     expense reimbursement from the Partnership or any SPV for his/her services
     as a member of the Management Board.

          (k) Notwithstanding any other provisions of this Agreement, the
     Management Board shall have the sole power and authority to do the
     following:

               (i) transfer the powers and management authority (but not the
          economic interest) of the General Partner under this Agreement, to
          any other Person, with or without cause and for any reason;

               (ii) approve any capital expenditure (including acquisitions and
          dispositions not in the ordinary course of business) exceeding $25
          million;

               (iii) approve the issuance, incurrence or assumption of any debt
          or of any guarantee of an obligation of any person, each in an amount
          exceeding $25 million (or any debt or guarantee not in the ordinary
          course of business of the partnership irrespective of the amount),
          including the refinancing of any indebtedness previously issued, the
          material terms of which have not been previously approved by the
          Management Board; provided that the Management Board need not approve
          any such issuance, incurrence or assumption with respect


                                      26
<PAGE>


          to any person that directly, or indirectly through one or more
          intermediaries, controls, or is controlled by, or is under common
          control with any Partner (including, for the avoidance of doubt, the
          partnership and its subsidiaries and affiliates);

               (iv) approve the admission of additional Class A Interest
          Holders and/or Class B Interest Holders (in any case where the
          Capital Contribution of such additional Interest Holder exceeds $25
          million) and the major terms and conditions of such Additional
          Admission (including the valuation and acceptance of assets and
          operations of the new Class A Interest Holder and/or Class B Interest
          Holder to be contributed to the Partnership and the assumption of
          liabilities similar in type to the Assumed Liabilities with regard to
          admission of such new Class A Interest Holder and/or Class B Interest
          Holder and their contribution of business assets to the Partnership;

               (v) approve the acceptance of additional Capital Contributions
          exceeding $25 million from any existing Partner for the purpose of
          acquiring one or more additional Properties and the major terms and
          conditions of such transaction (including the acceptance of such
          Capital Contributions, the acquisition of one or more Properties and
          the assumption of liabilities similar in type to the Assumed
          Liabilities with regard to such additional Property or Properties);

               (vi) approve the merger or consolidation of the Partnership with
          or into any entity or the sale, lease, mortgage or other disposition
          of all or substantially all of the assets of the Partnership;

               (vii) approve the amendment of any material term of the
          organization documents of the Partnership or any SPV (including,
          without limitation, the Agreement);

               (viii) approve the conduct by the Partnership of any business
          outside the ordinary course of its business and such other activities
          as are reasonably related to the ordinary course of its business or
          entering into any transaction, agreement or arrangement changing the
          nature of the Partnership's business;

               (ix) approve any resolution or decision by the Partners
          regarding the dissolution, liquidation or winding up of the
          Partnership.

     8.03. PARTNERSHIP EXPENSES. All third-party out-of-pocket costs and
expenses incurred by any of the Partners or their respective Affiliates
individually and associated with the formation of the Partnership, the SPVs or
acquisition of or operation of any Property (other than legal fees and all
other costs and expenses incurred by any of the Partners or their respective
Affiliates individually and associated with or related to the negotiation and
execution of this Agreement or any SPV Agreement) shall be paid or reimbursed
by the Partnership. The Partnership shall reimburse the General Partner for all
costs and expenses of the General Partner (including, without limitation, any
and all salary expense and overhead expense of employees of


                                      27
<PAGE>


or contractors hired by the General Partner) incurred in connection with the
ongoing operation of the Partnership.


IX.  BOOKS AND RECORDS

     9.01. BOOKS AND RECORDS. The General Partner shall maintain, or cause to
be maintained, at the expense of the Partnership, in a manner customary and
consistent with good accounting principles, practices and procedures, a
comprehensive system of office records, books and accounts (which records,
books and accounts shall be and remain the property of the Partnership) in
which shall be entered fully and accurately each and every financial
transaction with respect to the operations of the Partnership and each SPV and
ownership and operation of the Properties. Bills, receipts and vouchers shall
be maintained on file by the General Partner. The General Partner shall
maintain said books and accounts in a safe manner and separate from any records
not having to do directly with the Partnership, any SPV or the Properties. The
General Partner shall cause audits to be performed and audited statements and
income tax returns to be prepared as required by Section 9.03. Such books and
records of account shall be prepared and maintained by the General Partner at
the principal place of business of the Partnership or such other place or
places as may from time to time be determined by the General Partner. Each
Partner or its duly authorized representative shall have the right to inspect,
examine and copy such books and records of account at the Partnership's office
during reasonable business hours. A reasonable charge for copying books and
records may be charged by the Partnership.

     9.02. ACCOUNTING AND FISCAL YEAR. The books of the Partnership and each
SPV shall be kept on the accrual basis in accordance with accounting
principles, practices and procedures approved by the General Partner and on a
tax basis, and the Partnership and each SPV shall report its operations for tax
purposes on the accrual method.

     9.03. REPORTS.

          (a) Operating Reports. The General Partner shall provide the Partners
     with operating reports on a quarterly basis showing the revenues and
     expenditures of the Partnership for such Quarter.

          (b) Other Reports. The General Partner will furnish to each Partner,
     at the expense of the Partnership, copies of all reports required to be
     furnished to any lender of the Partnership or any SPV.

          (c) Tax Reports. Promptly after the end of each Taxable Year, the
     General Partner will insure the preparation and delivery to each Partner
     of a report setting forth in sufficient detail all such additional
     information and data with respect to business transactions effected by or
     involving the Partnership during the Taxable Year or year of assessment as
     will enable the Partnership and each Partner to timely prepare its
     federal, state and local income tax returns in accordance with applicable
     laws, rules and regulations.


                                      28
<PAGE>


          (d) Tax Returns. The General Partner will insure preparation of all
     federal, state and local tax returns required of the Partnership or any
     SPV in a timely manner and will file the tax returns.

          (e) Other. The General Partner shall prepare, at Partnership expense,
     such additional financial reports and other information as the General
     Partner may reasonably determine are appropriate. All decisions as to
     accounting principles shall be made by the General Partner subject to the
     provisions of this Agreement.

     9.04. THE PARTNERSHIP ACCOUNTANT. The Partnership shall retain as the
regular accountant and auditor for the Partnership and each SPV (the
"Partnership Accountant") any nationally-recognized accounting firm designated
by the General Partner. The fees and expenses of the Partnership Accountant
shall be a Partnership expense.

     9.05. RESERVES. The General Partner may, in its discretion and subject to
such conditions as it shall determine, establish reserves for the purposes and
requirements as it may deem appropriate.


X.   TRANSFER OF INTERESTS

     10.01. NO TRANSFER. Except as expressly permitted or contemplated by this
Agreement, no Partner may Transfer all or any portion of its Interest, without
the written consent of the General Partner.

     10.02. PERMITTED TRANSFERS. Any one or more Partners may, from time to
time and in its or their sole and absolute discretion, without the consent of
any other Partner, sell or assign its or their Interests in whole or in part to
any of its or their Affiliates, provided that such sale or assignment does not
cause the Partnership to (i) "terminate" pursuant to Section 708(b) of the
Code, (ii) become a publicly traded partnership for purposes of Section 7704 of
the Code, or (iii) be deemed an "investment company" under the Investment
Company Act of 1940, as amended.

     10.03. TRANSFEREES. Notwithstanding anything to the contrary contained in
this Agreement, no transfer of an Interest of all or any portion of any
Interest shall be recognized by the Partnership (and no transferee will be
admitted as a Partner) unless (a) such Interest is transferred in compliance
with the applicable provisions of this Agreement, (b) such Transfer shall have
been approved in writing by each of the remaining Partners (which consent may
be withheld in their sole and absolute discretion), unless such Transfer is
made in accordance with the provisions of Section 10.02, (c) if applicable,
such transferee shall have furnished evidence of satisfaction of the
requirements of Section 10.02 reasonably satisfactory to the remaining
Partners, and (d) such transferee shall have executed and delivered to the
Partnership such instruments as the remaining Partners reasonably deem
necessary or desirable to effectuate the admission of such transferee as a
Partner and to confirm the agreement of such transferee to be bound by all of
the terms and provisions of this Agreement with respect to such Interest. At
the request of any of the remaining Partners, each such transferee shall also
cause to be delivered to


                                      29
<PAGE>


the Partnership, at the transferee's sole cost and expense, a favorable opinion
of legal counsel reasonably acceptable to such remaining Partners, to the
effect that (i) such transferee has the legal right, power and capacity to own
the Interest proposed to be transferred, (ii) such Transfer does not violate
any provision of any loan commitment or any mortgage, deed of trust or other
security instrument encumbering all or any portion of the Property, (iii) such
Transfer does not violate the provisions of Section 10.02. As promptly as
practicable after the admission of any Person as a Partner, the books and
records of the Partnership shall be changed to reflect such admission. All
reasonable costs and expenses incurred by the Partnership in connection with
any Transfer of any Interest and, if applicable, the admission of any
transferee as a Partner shall be paid by such transferee.

     10.04. SECTION 754 ELECTION. In the event of a Transfer of all or part of
the Interest of a Partner, at the request of the transferee or if in the best
interests of the Partnership (as determined by the General Partner), the
Partnership shall elect pursuant to Section 754 of the Code to adjust the basis
of any Partnership Property as provided by Sections 734 and 743 of the Code,
and any cost of such election or cost of administering or accounting for such
election shall be at the sole cost and expense of the requesting transferee.

     10.05. POWER OF ATTORNEY.

          (a) Each Limited Partner does hereby irrevocably make, constitute and
     appoint the General Partner as its true and lawful representative and
     attorney-in-fact, with full power of substitution and resubstitution, in
     its name, place and stead, to make, execute, sign, consent to, deliver,
     file and record with respect to the Partnership:

               (i) all amendments to this Agreement regarding a change in name
          of the Partnership, its address or that of its registered agent or
          office or that of a General Partner or any Limited Partner;

               (ii) any amendments to this Agreement regarding any transfer by
          any Partner of any Interest in the Partnership, but only if there has
          been compliance with the applicable provisions of this Agreement
          (including Sections 10.01 through 10.04 hereof);

               (iii) any amendments to this Agreement regarding (A) the
          admission of additional Class A Interest Holders and/or Class B
          Interest Holders as provided in Sections 3.01 and 4.03 hereof and/or
          (B) the acceptance of additional Capital Contributions as provided in
          Section 4.04 hereof, and in each case, all other agreements,
          contracts, instruments or other documents relating thereto, but only
          if the terms and conditions of such Additional Admission and/or
          additional Capital Contribution and acquisition of one or more
          additional Properties have been approved by the Management Board and
          only if there has been compliance with the other applicable
          provisions of this Agreement;

               (iv) any and all agreements, contracts, documents and other
          instruments relating to or to effectuate the admission of any
          additional Class A Interest Holder and/or Class B Interest Holder
          (including any amendments to this


                                      30
<PAGE>


          Agreement), provided the terms and conditions of such admission have
          been approved by the Management Board and there has otherwise been
          compliance with the other applicable provisions of this Agreement;

               (v) any and all agreements, contracts, documents and other
          instruments relating to or to effectuate any additional Capital
          Contributions from existing Partners (including any amendments to
          this Agreement) for the purpose of acquiring one or more additional
          Properties (including any and all agreements, contracts, documents
          and other instruments relating to such acquisition), provided the
          terms and conditions of such additional Capital Contributions and
          acquisition of one or more additional Properties have been approved
          by the Management Board and there has otherwise been compliance with
          the other applicable provisions of this Agreement;

               (vi) any other amendments to this Agreement regarding a change
          in the terms or provisions of this Agreement; provided (i) such
          amendment has been otherwise agreed to, approved or consented to by
          the Limited Partners, (ii) such amendment is required to correct a
          false statement or error in this Agreement, if such correction will
          not adversely affect the rights and interests of the Limited
          Partners, nor decrease the obligations and duties of the General
          Partner, (iii) such amendment is required as a condition to
          maintaining the Partnership's tax status as a partnership for federal
          income tax purposes or (iv) such amendment is otherwise required to
          comply with the Code or the Delaware Act, as either may be amended
          from time to time (or the successor to either).

          (b) It is expressly understood, intended and agreed by each of the
     Partners for itself, its administrators, legal representatives, successors
     and assigns that (i) the grant of this power of attorney is irrevocable
     and is coupled with an interest by reason of the facts, among others, that
     the General Partner is relying and will be relying on its power as
     contemplated by these provisions, that the General Partner would not have
     entered into this Agreement were it not for the powers granted to it by
     these provisions and the General Partner has rights in the Partnership
     property which this power is needed to protect and (ii) the grant of this
     power of attorney shall survive the dissolution, insolvency, bankruptcy or
     withdrawal of any Limited Partner and the death, legal incompetency,
     disability, incapacity, dissolution, insolvency or bankruptcy of any
     partner, beneficiary, trustee, shareholder or other beneficial owner of
     any Limited Partner or the assignment of its or their interests in the
     Partnership or such Limited Partner, as the case may be, and the
     insolvency, bankruptcy or dissolution of the Partnership. The foregoing
     power of attorney may be exercised by the General Partner separately on
     behalf of each Limited Partner by its signature so indicating or on behalf
     of all or any group of the Limited Partners by indicating that the
     signature of the General Partner is given on behalf of all or such group
     of Limited Partners and executing any such instrument with a single
     signature as attorney-in-fact for all or such group of the Limited
     Partners.


                                      31
<PAGE>


XI.  EXCULPATION AND INDEMNIFICATION

     11.01. EXCULPATION. No Partner shall be liable to the Partnership, any SPV
or to any other Partner for monetary damages for any losses, claims, damages or
liabilities arising from any act or omission performed or omitted by it and
arising out of or in connection with this Agreement or the Partnership's or any
SPV's business or affairs, including any action or omission constituting a
breach of any fiduciary duty; provided, however, such act or omission was
within the scope of authority granted to such Partner and was not attributable
in whole or in part to such Partner's fraud, bad faith, or willful misconduct
or gross negligence. THE FOREGOING EXCULPATION PROVISION OF THIS SECTION 11.01
SHALL SPECIFICALLY INCLUDE ANY LOSSES, CLAIMS, DAMAGES OR LIABILITIES ARISING
FROM ANY ACT OR FAILURE TO ACT WHICH IS ATTRIBUTABLE, IN WHOLE OR IN PART, TO
THE ORDINARY NEGLIGENCE OF THE EXCULPATED PARTY. No general or limited partner
of any Partner, member, shareholder or other holder of an equity interest in
any Partner or officer, director or employee of any of the foregoing shall be
personally liable to the Partnership, any SPV or any Partner in connection with
this Agreement or the Partnership's or any SPV's business and affairs
(including for the performance of any such Partner's obligations under this
Agreement), but the foregoing shall not relieve any partner of any Partner from
its obligations to such Partner.

     11.02. INDEMNIFICATION.

          (a) The Partnership shall, to the fullest extent permitted by
     applicable law, indemnify, defend and hold harmless each Partner, and each
     general or limited partner of any Partner, member, shareholder or other
     holder of any equity interest in such Partner or any officer, director or
     employee of any of the foregoing (collectively, the "Indemnitees"),
     against any losses, claims, damages or liabilities to which such
     Indemnitee may become subject in connection with any matter arising out of
     or incidental to any act performed or omitted to be performed by any such
     Indemnitee in connection with this Agreement or the Partnership's or any
     SPV's business or affairs, including any action or omission constituting a
     breach of any fiduciary duty; provided, however, that such act or omission
     was within the scope of authority granted to such Partner or applicable
     Indemnitee and was not attributable in whole or in part to such
     Indemnitee's fraud, bad faith, willful misconduct or gross negligence. THE
     FOREGOING INDEMNIFICATION PROVISIONS OF THIS SECTION 11.02 SHALL
     SPECIFICALLY INCLUDE ANY LOSSES, CLAIMS, DAMAGES OR LIABILITIES TO WHICH
     SUCH INDEMNITEE MAY BECOME SUBJECT AS A RESULT OF ANY ACT OR FAILURE TO
     ACT BY SUCH INDEMNITEE WHICH IS ATTRIBUTABLE, IN WHOLE OR IN PART, TO THE
     ORDINARY NEGLIGENCE OF SUCH INDEMNITEE OR ANY OF ITS AFFILIATES. If any
     Indemnitee becomes involved in any capacity in any action, proceeding or
     investigation in connection with any matter arising out of or in
     connection with this Agreement or the Partnership's or any SPV's business
     or affairs, the Partnership shall reimburse such Indemnitee for its
     reasonable legal and other reasonable out-of-pocket expenses (including
     the cost of any investigation and preparation) as they are incurred in
     connection therewith, provided that such Indemnitee shall promptly repay
     to the


                                      32
<PAGE>


     Partnership the amount of any such reimbursed expenses paid to it if it
     shall ultimately be determined that such Indemnitee was not entitled to be
     indemnified by the Partnership in connection with such action, proceeding
     or investigation. If for any reason (other than the fraud, bad faith,
     willful misconduct or the ordinary or gross negligence, as the case may
     be, of such Indemnitee) the foregoing indemnification is unavailable to
     such Indemnitee, or insufficient to hold it harmless, then the Partnership
     shall contribute to the amount paid or payable by such Indemnitee as a
     result of such loss, claim, damage, liability or expense in such
     proportion as is appropriate to reflect the relative benefits received by
     the Partnership on the one hand and such Indemnitee on the other hand or,
     if such allocation is not permitted by applicable law, to reflect not only
     the relative benefits referred to above but also any other relevant
     equitable considerations. Any indemnity under this Section 11.02(a) shall
     be paid solely out of and to the extent of Partnership assets and shall
     not be a personal obligation of any Partner and in no event will any
     Partner be required, or permitted without the consent of all of the
     Partners, to contribute additional capital under Article IV to enable the
     Partnership to satisfy any obligation under this Section 11.02(a).

          (b) Each Partner shall indemnify and hold harmless the Partnership,
     each SPV and each of the other Partners from and against any and all
     claims, demands, liabilities, costs, damages, expenses and causes of
     action of any nature whatsoever arising out of (i) any act performed by or
     on behalf of such Partner which was not within the scope of authority
     conferred upon such Partner under this Agreement, or (ii) the fraud, bad
     faith, willful misconduct or gross negligence of such Partner. The
     provisions of this Section 11.02(b) shall survive for a period of four
     years from the date of dissolution of the Partnership, provided that if at
     the end of such period there are any actions, proceedings or
     investigations then pending, any Indemnitee may so notify the Partnership
     and the other Partners at such time (which notice shall include a brief
     description of each such action, proceeding or investigation and the
     liabilities asserted therein) and the provisions of this Section 11.02(b)
     shall survive with respect to each such action, proceeding or
     investigation set forth in such notice (or any related action, proceeding
     or investigation based upon the same or similar claim) until such date
     that such action, proceeding or investigation is finally resolved.

          (c) Notwithstanding anything to the contrary contained in this
     Agreement, the obligations of the Partnership or any Partner under this
     Section 11.02 shall inure to the benefit of such Indemnitee, its
     Affiliates and their respective directors, officers, employees, agents and
     Affiliates and any successors, assigns, heirs and personal representatives
     of such Persons.

          (d) Except as may otherwise be expressly and specifically provided
     herein or in any other agreement to the contrary, in no event shall any
     general or limited partner of any Partner, shareholder, member or other
     holder of any equity interests in any Partner or any officer or director
     of any of the foregoing be liable for any obligations of any Partner.

     11.03. RELIANCE. Any Partner or other Indemnitee may consult with legal
counsel, accountants, appraisers, management consultants, investment bankers
and other consultants and advisors selected by such Partner or Indemnitee with
respect to Partnership or SPV affairs


                                      33
<PAGE>


(including interpretations of this Agreement or any SPV Agreement), and shall
be fully protected and justified in any action or inaction which is taken or
omitted in good faith, in reliance upon and in accordance with the opinion or
advice of such counsel, accountant or other consultant, appraiser or advisor as
to matters reasonably believed by such Partner or Indemnitee to be within such
person's experience level and professional or expert competence. In determining
whether a Partner or other Indemnitee acted with the requisite degree of care
or otherwise in accordance with this Agreement or any SPV Agreement, such
Partner or other Indemnitee shall be entitled to rely on written or oral
reports, statements, resolutions, certificates, instruments, opinions,
appraisals or other documents or agreements believed by such Partner or such
Indemnitee to be genuine and to have been signed or presented by the proper
party or parties; provided, however, no Partner or Indemnitee may rely upon any
such reports, statements, resolutions, certificates, instruments, opinions,
appraisals or other documents or agreements if it believed that the same were
materially false.


XII. DISSOLUTION AND TERMINATION

     12.01. DISSOLUTION. The Partnership shall be dissolved and its business
wound up upon the earliest to occur of any of the following events:

          (a) The sale, condemnation or other disposition of all of the
     Properties (or the SPVs) and the receipt of all cash consideration
     therefor;

          (b) The exercise of the election pursuant to Section 13.02(a) hereof;

          (c) The written determination of the General Partner to terminate the
     Partnership;

          (d) The resignation, expulsion, bankruptcy or dissolution of the last
     remaining General Partner or the occurrence of any other event of
     withdrawal with regard to the last remaining General Partner, unless,
     within 90 days after such event, the Management Board elects in writing
     (i) to continue the business of the Partnership, and (ii) effective as of
     the date of such event, to admit at least one additional general partner
     to the Partnership.

Without limitation on, but subject to, the other provisions hereof, the
assignment of all or any part of a Partner's Interest permitted hereunder will
not result in the dissolution of the Partnership. Except as otherwise
specifically provided in this Agreement, each Partner agrees that, without the
consent of the other Partners, no Partner may withdraw from or cause a
voluntary dissolution of the Partnership. In the event any Partner withdraws
from or causes a voluntary dissolution of the Partnership in contravention of
this Agreement, such withdrawal or the causing of a voluntary dissolution shall
not affect such Partner's liability for obligations of the Partnership.


                                      34
<PAGE>


     12.02. TERMINATION. In all cases of dissolution of the Partnership, the
business of the Partnership shall be wound up and the Partnership terminated as
promptly as practicable thereafter, and each of the following shall be
accomplished:

          (a) The Liquidating Partner shall cause to be prepared a statement
     setting forth the assets and liabilities of the Partnership as of the date
     of dissolution, a copy of which statement shall be furnished to all of the
     Partners.

          (b) The Properties shall be liquidated by the Liquidating Partner as
     promptly as possible, but in an orderly and businesslike and commercially
     reasonable manner.

          (c) The proceeds of sale and all other assets of the Partnership
     shall be applied and distributed as follows and in the following order of
     priority:

               (i) To the payment of (A) the debts and liabilities of the
          Partnership, including debts and liabilities to any Partner and (B)
          the expenses of liquidation.

               (ii) To the setting up of any reserves which the Liquidating
          Partner shall determine to be reasonably necessary for contingent,
          unliquidated or unforeseen liabilities or obligations of the
          Partnership or any Partner arising out of or in connection with the
          Partnership. Such reserves may, in the discretion of the Liquidating
          Partner, be paid over to a national bank or national title company
          selected by it and authorized to conduct business as an escrow agent
          to be held by such bank or title company as escrow agent for the
          purposes of disbursing such reserves to satisfy the liabilities and
          obligations described above, and at the expiration of such period as
          the Liquidating Partner may reasonably deem advisable, distributing
          any remaining balance as provided in Section 12.02(c)(iii) hereof;
          provided, however, that, to the extent that it shall have been
          necessary, by reason of applicable law or regulation, to create any
          reserves prior to any and all distributions which would otherwise
          have been made under Section 12.02(c)(i) hereof and, by reason
          thereof, a distribution under Section 12.02(c)(i) hereof has not been
          made, then any balance remaining shall first be distributed pursuant
          to Section 12.02(c)(i) hereof.

               (iii) The balance, if any, to the Partners in accordance with
          Section 6.04 hereof.

     12.03. LIQUIDATING PARTNER. The Liquidating Partner is hereby irrevocably
appointed as the true and lawful attorney in the name, place and stead of each
of the Partners, such appointment being coupled with an interest, to make,
execute, sign, acknowledge and file with respect to the Partnership all papers
which shall be necessary or desirable to effect the dissolution and termination
of the Partnership in accordance with the provisions of this Article XII
hereof. Notwithstanding the foregoing, each Partner, upon the request of the
Liquidating Partner shall promptly execute, acknowledge and deliver all such
documents, certificates and other instruments as the Liquidating Partner shall
reasonably request to effectuate the proper dissolution and termination of the
Partnership, including the winding up of the business of the Partnership.


                                      35
<PAGE>


XIII. DEFAULT BY PARTNER

     13.01. EVENTS OF DEFAULT. If a Partner commits a material violation or
breach of any of the provisions of this Agreement or any SPV Agreement causing
material damage or loss to the Partnership or any SPV which is not cured within
a Reasonable Period, such Partner having committed such material violation or
breach shall have committed an "Event of Default." For this purpose,
"Reasonable Period" shall mean 20 calendar days after the breaching party is
notified in writing by a non-defaulting Partner.

     13.02. EFFECT OF EVENT OF DEFAULT. Upon the occurrence of an Event of
Default by any Partner, the non-defaulting Partners shall have the right, at
any time within 180 calendar days from the date of such Event of Default and
upon giving the defaulting Partners five (5) Business Days' written notice of
such election (and provided such Event of Default is continuing through the end
of such five (5) business-day period) to take any of the following actions (in
addition to any other rights, remedies or actions permitted pursuant to any
other provision of this Agreement):

          (a) Dissolve the Partnership and all the SPVs;

          (b) Pursue any other right or remedy available at law or in equity,
     including punitive, exemplary and consequential damages.

     The default of any Partner hereunder shall not relieve any Partner from
its agreements, liabilities, and obligations hereunder (subject to the terms of
this Agreement).


XIV. MISCELLANEOUS

     14.01. REPRESENTATIONS AND WARRANTIES OF THE PARTNERS. Each Partner
represents and warrants to the other Partners as follows:

          (a) It is duly organized, validly existing and in good standing under
     the laws of its jurisdiction of formation with all requisite power and
     authority to enter into this Agreement and to conduct the business of the
     Partnership.

          (b) This Agreement constitutes the legal, valid and binding
     obligation of the Partner enforceable in accordance with its terms.

          (c) No consents or approvals are required from any governmental
     authority or other person or entity for the Partner to enter into this
     Agreement and the Partnership. All limited liability company, corporate or
     partnership action on the part of the Partner necessary for the
     authorization, execution and delivery of this Agreement, and the
     consummation of the transactions contemplated hereby, have been duly
     taken.


                                      36
<PAGE>


          (d) The execution and delivery of this Agreement by the Partner, and
     the consummation of the transactions contemplated hereby, does not
     conflict with or contravene the provisions of its organizational documents
     or any agreement or instrument by which it or its properties are bound or
     any law, rule, regulation, order or decree to which it or its properties
     are subject.

          (e) No Partner has retained any broker, finder or other commission or
     fee agent, and no such person has acted on its behalf in connection with
     the execution and delivery of this Agreement or the acquisition of the
     Property.

          (f) Each Partner is acquiring its interest in the Partnership for
     investment, solely for its own account, with the intention of holding such
     interest for investment and not with a view to, or for resale in
     connection with, any distribution or public offering or resale of any
     portion of such interest within the meaning of the Securities Act of 1933
     (the "Securities Act") or any other applicable federal or state security
     law, rule or regulation ("Security Law").

          (g) Each Partner acknowledges that it is aware that its interests in
     the Partnership has not been registered under the Securities Act or under
     any other Security Law in reliance upon exemptions contained therein. Each
     Partner understands and acknowledges that its representations and
     warranties contained herein are being relied upon by the Partnership, the
     other Partners and the constituent owners of such other Partners as the
     basis for exemption of the issuance of interest in the Partnership from
     registration requirements of the Securities Act and other Security Law.
     Each Partner acknowledges that the Partnership will not and has no
     obligation to register any interest in the Partnership under the
     Securities Act or other Security Law.

          (h) Each Partner acknowledges that prior to its execution of this
     Agreement, it received a copy of this Agreement and that it examined this
     document or caused this document to be examined by its representative or
     attorney. Each Partner does hereby further acknowledge that it or its
     representative or attorney is familiar with this Agreement, and with the
     business and affairs of the Partnership, and that except as otherwise
     specifically provided in this Agreement, it does not desire any further
     information or data relating to the Partnership, the property or assets of
     the Partnership or to the other Partners. Each Partner does hereby
     acknowledge that it understands that the acquisition of its interest in
     the Partnership is a speculative investment involving a high degree of
     risk and does hereby represent that it has a net worth sufficient to bear
     the economic risk of its investment in the Partnership and to justify its
     investing in a highly speculative venture of this type.

          (i) Each Partner agrees to indemnify and hold harmless the
     Partnership and each other Partner and their officers, directors,
     shareholders, partners, employees, successors and assigns from and against
     any and all loss, damage, liability or expense (including reasonable out
     of pocket costs and attorneys' fees) which they may incur by reason, or in
     connection with, any breach of the foregoing representations and
     warranties by such Partner and all such representations and warranties
     shall survive the execution and delivery of this Agreement and the
     termination and dissolution of any Partner and/or


                                      37
<PAGE>


     the Partnership (nothing herein shall constitute a waiver or extension of
     any applicable statute of limitations).

     14.02. FURTHER ASSURANCES. Each Partner agrees to execute, acknowledge,
deliver, file, record and publish such further instruments and documents, and
do all such other acts and things as may be required by law, or as may be
required to carry out the intent and purposes of this Agreement; provided the
same does not subject any Partner to additional liability and the same is
consistent with and does not vary the terms and conditions of this Agreement
without the consent of the affected Partner.

     14.03. NOTICES. All notices, demands, consents, approvals, requests or
other communications which any of the parties to this Agreement may desire or
be required to give hereunder (collectively, "Notices") shall be in writing and
shall be given by (a) personal delivery, (b) facsimile transmission or (c) a
nationally recognized overnight courier service, fees prepaid, addressed as
follows:

     General Partner                                Heinz Management Company
                                                    600 Grant Street, 60th Floor
                                                    Pittsburgh, PA 15219
                                                    Attn:  Corporate Secretary

     Class A Interest Holders                       H. J. Heinz Company
                                                    600 Grant Street, 60th Floor
                                                    Pittsburgh, PA 15219
                                                    Attn: Corporate Secretary

     Class B Interest Holders                       H. J. Heinz Finance Company
                                                    600 Grant Street, 60th Floor
                                                    Pittsburgh, PA 15219
                                                    Attn: Corporate Secretary

Any Partner may designate another addressee (and/or change its address) for
Notices hereunder by a Notice given pursuant to this Section 14.03. A Notice
sent in compliance with the provisions of this Section 14.03 shall be deemed
given on the date of receipt, except if delivery is refused, such notice shall
be given on the date delivery is first attempted.

     14.04. GOVERNING LAW. Any provisions of this Agreement dealing with or
related to or affecting any loan or advance by any Partner to the Partnership
or any other debt obligation of the Partnership to any Partner shall be
governed by and construed in accordance with the laws of the State of Delaware
applicable to agreements made and to be performed wholly within that State.
Otherwise, this Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware applicable to agreements made and to be
performed wholly within that State.

     14.05. ATTORNEY FEES. If the Partnership or any Partner obtains a judgment
against any Partner by reason of the breach of this Agreement or the failure to
comply with the terms


                                      38
<PAGE>


hereof, reasonable attorneys' fees and costs as fixed by the court shall be
included in such judgment.

     14.06. CAPTIONS. All titles or captions contained in this Agreement are
inserted only as a matter of convenience and for reference and in no way
define, limit, extend, or describe the scope of this Agreement or the intent of
any provision in this Agreement.

     14.07. PRONOUNS. All pronouns and any variations thereof shall be deemed
to refer to the masculine, feminine, and neuter, singular and plural, as the
identity of the party or parties may require.

     14.08. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
parties hereto and their respective executors, administrators, legal
representatives, heirs, successors and assigns, and shall inure to the benefit
of the parties hereto and, except as otherwise provided herein, their
respective executors, administrators, legal representatives, heirs, successors
and assigns.

     14.09. EXTENSION NOT A WAIVER. No delay or omission in the exercise of any
power, remedy or right herein provided or otherwise available to a Partner or
the Partnership shall impair or affect the right of such Partner or the
Partnership thereafter to exercise the same. Any extension of time or other
indulgence granted to a Partner hereunder shall not otherwise alter or affect
any power, remedy or right of any other Partner or of the Partnership, or the
obligations of the Partner to whom such extension or indulgence is granted.

     14.10. CREDITORS AND THIRD PARTIES NOT BENEFITED. Nothing contained in
this Agreement is intended or shall be deemed to benefit any third party or
creditor of the Partnership or any Partner, and no third party or creditor of
the Partnership shall be entitled to require the Partnership or the Partners to
solicit or accept any additional Capital Contribution for the Partnership or to
enforce any right which the Partnership or any Partner may have against any
Partner under this Agreement.

     14.11. SEVERABILITY. In case any one or more of the provisions contained
in this Agreement or any application thereof shall be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and other application thereof shall not
in any way be affected or impaired thereby; provided, however, the limitation
of liability and exculpation provisions of this Agreement are an integral part
hereof.

     14.12. ENTIRE AGREEMENT AND AMENDMENTS. Subject to the provisions of
Section 4.01 hereof, this Agreement contains the entire agreement between the
parties relating to the subject matter hereof and all prior agreements relative
hereto which are not contained herein are terminated. Amendments, variations,
modifications or changes herein may be made effective and binding upon the
Partners by, and only by, the setting forth of same in a document duly executed
by or on behalf of each Partner, and any alleged amendment, variation,
modification or change herein which is not so documented shall not be effective
as to any Partner; provided, however, in the circumstances described in
Sections 3.01, 4.03, 4.04 and 8.02 hereof, any such amendment may be signed and
executed on behalf of one or more Limited Partners by the General Partner
acting in accordance with the provisions of Section 10.05 hereof.


                                      39
<PAGE>


     14.13. COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be an original but all of which together
shall constitute but one and the same agreement.

     14.14. CONFIDENTIALITY. Each Partner agrees to take reasonable steps to
maintain the confidentiality of all proprietary, nonpublic information,
documents and materials relating to the business of the Partnership, any SPV
and any of their Affiliates (including, but not limited to business plans,
pricing and costs of specific product, customer lists and sales data,
proprietary customer data, the identity and other information about product and
service sources and quality, performance and management or manufacturing
processes and any product development ideas or plans) or any Partner, which
such Partner now or in the future may possess, except to the extent disclosure
of any such information is required by law or authorized by the General
Partner.

     14.15. VENUE. Each of the Partners consents to the jurisdiction of any
state or federal court sitting in Wilmington County, Delaware for any action
arising out of matters related to this Agreement. Each of the Partners waives
the right to commence an action in connection with this Agreement in any court
outside of Wilmington County, Delaware.

     14.16. WAIVER OF JURY TRIAL. EACH OF THE PARTNERS HEREBY WAIVES TRIAL BY
JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH
WAIVER IS INFORMED AND VOLUNTARY.

     14.17. ENFORCEABILITY OF POWER OF ATTORNEY. In the event it is
subsequently determined that any power of attorney provision in this Agreement
is unenforceable, the parties hereto agree to execute, acknowledge, deliver,
file, record and publish such other instruments and documents (including
separate powers of attorney), and do all such other acts and things as may be
required by law, or as may be required to carry out the intent and purposes of
such power of attorney provisions.

                     [THIS SPACE INTENTIONALLY LEFT BLANK]

                        [SIGNATURES BEGIN ON NEXT PAGE]


                                      40
<PAGE>


     In witness whereof, the parties have executed this Agreement as of
December 13, 2002 to be effective as of the Effective Date for all purposes
except as expressly provided herein to the contrary.

     GENERAL PARTNER:

     Heinz Management L.L.C.


     By:
        ---------------------------------
     Name:    John C. Crowe

     Title:   Vice President



     LIMITED PARTNERS:

     H. J. Heinz Company                        H. J. Heinz Finance Company

     By:                                        By:
        ---------------------------------          -----------------------------

     Name:    Arthur B. Winkleblack             Name:    Leonard A. Cullo

     Title:   Exec. VP and CFO                  Title:   President



     ORA Corporation                            CMH, Inc.

     By:                                        By:
        ---------------------------------          -----------------------------

     Name:    Christopher J. Puma               Name:    Leonard A. Cullo

     Title:   Vice President                    Title:   President



     Ethnic Gourmet Foods, Inc.

     By:
        ---------------------------------

     Name:    John C. Crowe

     Title:   Assistant Treasurer


<PAGE>


                         Schedule A - Limited Partners


The following entity is the Class A Limited Partners on the date of this
Agreement:

         H. J. Heinz Company, a Pennsylvania corporation



The following entities are the Class B Limited Partners on the date of this
Agreement:

         H. J. Heinz Finance Company, a Delaware corporation

         CMH, Inc., an Idaho corporation

         ORA Corporation, a California corporation

         Ethnic Gourmet Foods, Inc., a Massachusetts corporation


<PAGE>


          Schedule B - Capital Contributions and Percentage Interests


The estimated fair market value of the Capital Contribution of each Partner and
the relative Percentage Interest in the Partnership represented by each Capital
Contribution as of the date of this Agreement is as shown below.

                                                                 Percentage
           Partner                  Capital Contribution         Interests
           -------                  --------------------         ----------
Heinz Management LLC                        500,000                 .004%

H. J. Heinz Company                   8,113,409,493                65.537%

ORA Corporation                         226,015,500                 1.826%

Ethnic Gourmet Foods, Inc.               12,600,000                 .102%

H. J. Heinz Finance Company             927,851,678                 7.495%

CMH, Inc                              3,099,522,068                25.036%

                        Total        12,379,898,739               100.000%


This Schedule, dated December 13, 2002, does not reflect the distribution of
assets to H. J. Heinz Company or any "book-up" associated therewith. An amended
Schedule B will be substituted when the required calculations are completed.


<PAGE>


                           Schedules C - Section 4.07


The following provisions of Section 4.07 of the Original Partnership Agreement
continue to be in force notwithstanding the execution of this Agreement:


4.07 SPECIAL PROVISION. The Partners are transferring their business
operations to the Partnership which include liabilities incurred in connection
with the conduct of the businesses such as trade payables and various other
liabilities in connection with employment of personnel and product disposition.
The Partnership agrees to assume (within the meaning of Section 752 of the
Code) all of the liabilities of each such Partner as of the date hereof other
than the excluded liabilities listed in the Assignment, Assumption and Bill of
Sale Agreements attached hereto as Schedules F1 to F4 (each such Partner's
"Assumed Liabilities"). Each Partner agrees to be secondarily liable for its
Assumed Liabilities and to thereby satisfy its Assumed Liabilities when due if
the Partnership is unable to do so (and for the avoidance of doubt, reference
to the Partnership is reference to the assets of the Partnership and not any
Partner). The Partner satisfying its Assumed Liabilities shall be entitled to
reimbursement from the Partnership for any amount so paid by such Partner, but
shall not be entitled to reimbursement from the other Partners (or a Person
related to any such Partner for purposes of Treasury Regulation Section
1.752-2) in its or such other Partner's capacity as a partner herein or in any
other capacity, and for the avoidance of doubt, if such Partner fails to
satisfy its Assumed Liabilities, such Partner shall pay or reimburse any other
Partner who has, in any capacity or through any means, made a payment or has
suffered an economic loss with respect to such Partner's Assumed Liabilities as
of a result of nonpayment by the Partnership or such Partner of its Assumed
Liabilities. For purposes hereof, the Assumed Liabilities of a Partner shall
include any liability incurred by the


<PAGE>


                                                                     Schedule D


                             CONSENT TO DISTRIBUTION


     This CONSENT TO DISTRIBUTION is made and entered into for all purposes
except as expressly provided herein to the contrary, as of December 13, 2002
(the "Effective Date"), by, between and among Heinz Management L.L.C., a
Delaware limited liability company, as the general partner of the Partnership
("HMC"), and the corporations named on Schedule A as the limited partners of the
Partnership.

                                R E C I T A L S:
                                - - - - - - - -

     WHEREAS, the Partnership was originally formed by the filing of a
Certificate of Limited Partnership with the Secretary of State of the State of
Delaware on October 6, 2000 and the Partnership is currently governed by that
certain Second Amended and Restated Limited Partnership Agreement made and
entered into as of May 3, 2001 as the same has been amended to the date hereof;

     WHEREAS, the H. J. Heinz Company has announced plans to spin-off certain
businesses to its shareholders in a transaction where the distributed
corporation would immediately be merged into Del Monte Corporation;

     WHEREAS, the H. J. Heinz Company has succeeded to the Class A Interests
formerly owned by Star-Kist Foods, Inc. and Heinz Frozen Foods Company; thereby
becoming the sole Class A Partner;

     WHEREAS, completion of the spin-off requires that assets and liabilities of
the Partnership be distributed to and assumed by Heinz in partial liquidation of
the limited partnership interest held by Heinz; and

     WHEREAS, the Partners are willing to consent to such distribution and
assumption in consideration of the amendments to the Limited Partnership
Agreement as referred to herein.

     NOW, THEREFORE, the parties agree as follows:


I.   DEFINED TERMS

     1.01. DEFINED TERMS. In this Agreement, the following terms have the
meanings set forth below:


     "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

     "Distributed Businesses" means the following businesses to the extent
conducted by the Partnership: (i) the dry and canned pet food and pet snacks
businesses, (ii) the specialty pet food businesses conducted under the "Nature's
Recipe," "IVD", "TechniCal" and "MediCal" trademarks, (iii) the ambient tuna
business, (iv) other ambient seafood products currently marketed by the StarKist
Seafood business unit, (v) the retail private label soup and retail private
<PAGE>


label gravy businesses, (vi) the broth business conducted under the trademark
"College Inn" and (vii) the infant feeding business, including pureed foods
currently produced in the Pittsburgh plant. For the purpose of this definition,
"retail" shall refer to products sold as packaged goods for consumption in the
home, as opposed to prepared foods sold for away-from-home consumption or
consumption without further preparation beyond reheating.

     "Distribution" means the transactions described in Section 2.01.

     "Excluded Asset" means, insofar as it relates to the Distributed
Businesses, any asset described in section 2.01(b) of the Separation Agreement.

     "Excluded Liability" means, insofar as it relates to the Distributed
Businesses, any liability described in section 2.01(d) of the Separation
Agreement.

     "General Partner" means HMC, so long as it shall continue as the general
partner of the Partnership.

     "Heinz" means H. J. Heinz Company, a Pennsylvania corporation. -----

     "Limited Partner" or "Limited Partners" means, one or more (as the case may
be) of the entities named on Schedule A as limited partners and their respective
successors and assigns, so long as the same shall continue as a limited partner
of the Partnership.

     "Partner" or "Partners" means, one or more (as the case may be) of the
General Partner and the Limited Partners.

     "Partnership" means H. J. Heinz Company, L. P.

     "Separation Agreement" means the agreement dated as of June 12, 2002
between Heinz and SKF Foods, Inc., a Delaware corporation, as the same has been
amended to the date hereof,

     1.02. OTHER DEFINED TERMS. As used in this Agreement, unless otherwise
specified, (a) all references to Sections, Articles or Schedules are to
Sections, Articles or Schedules of this Agreement, (b) all Exhibits, Schedules,
Addenda and other attachments to this Agreement are specifically incorporated
into and made a part of this Agreement by any reference thereto in this
Agreement, (c) the terms "include" and "including" shall be construed as if
followed by the phrase "without limitation", and (d) all terms used in this
Agreement which are not defined in this Article I shall have the meaning set
forth elsewhere in this Agreement.


II.  CONSENT TO DISTRIBUTION

     2.01. CONSENT. The Partners hereby agree to the distribution to and
assumption by Heinz of the assets and liabilities of the Distributed Businesses
in partial liquidation of the Limited Partner interest held by Heinz at the time
of the distribution. The Parties intend to accomplish such distribution and
assumption by: (a) the Partnership contributing the assets of the Distributed
Business to DLM Foods L.L.C. ("DLM"), a Delaware limited liability company

                                       2
<PAGE>

wholly owned by the Partnership, (b) DLM assuming the liabilities of the
Distributed Business, and (c) the Partnership distributing all the membership
interests of DLM to Heinz. Heinz's capital account (as defined in section
1.704-1(b)(2)(iv) of the Treasury Regulations) in the Partnership shall be
reduced by the fair market value of the membership interests in DLM at the time
of the distribution of Heinz (net of liabilities that Heinz is considered to
assume under section 752 of the Code).

     2.02. EXCLUDED ASSETS AND LIABILITIES. The assets and liabilities
distributed to and assumed by Heinz under ection 2.01 shall not include any
Excluded Assets or Excluded Liabilities.

     2.03. INTENTION OF PARTNERS. It is the intention of the Partners to
authorize and approve the transfer of the assets and liabilities of the
Partnership required to enable Heinz to fulfill its obligations under the
Separation Agreement. The General Partner is authorized to take any action on
behalf of the Partnership (including actions described in Article II of the
Separation Agreement) that is consistent with this intention.

     2.04. ELECTIONS AND DETERMINATIONS FOR FEDERAL TAX PURPOSES. The General
Partner shall make all elections and determinations allowable under federal
income tax law and regulations in connection with the Distribution. All such
elections and determinations shall be effected, documented and reported in
accordance with applicable law and may be altered, amended or revoked, in whole
or in part, at any time to the extent allowable under such law. The General
Partner shall set forth its determinations relating to section 751(b) of the
Code on a schedule provided to the Partners. Such schedule shall be binding upon
the Partners as an agreement, and the Partners shall confirm their agreement to
such determinations by signing such schedule.


III. CONDITIONS

     3.01. CONDITIONS. The consent given in Section 2.01 shall be null and void
unless (a) the transactions contemplated by the Separation Agreement (including
the Merger, as defined therein) are completed within sixty days of the Effective
Date and (b) the Third Amended and Restated Limited Partnership Agreement
substantially in the form attached hereto as Schedule B is in full force and
effect immediately following the Distribution.


IV.  Indemnity

     4.01. Heinz agrees to reimburse the Partnership and any Partner for any and
all reasonable costs and expenses incurred by the Partnership or any Partner
directly related to the distribution to Heinz referenced in Section 2.01 hereof
including, without limitation any transfer taxes, legal fees, filing costs of
any nature, and income taxes (federal, state and local). Substantiating
documentation shall be presented to Heinz within 90 days after incurrence by the
claiming party and Heinz shall promptly reimburse a claiming party for any such
costs. Any


                                       3
<PAGE>


reimbursement for taxes shall be as reasonably agreed between the parties taking
account of any future tax benefits to be derived as a result of the
distribution. If the parties are unable to agree on the amount of any
reimbursement within 60 days after presentation to Heinz for reimbursement, such
determination shall be made by the General Partner.


V.   MISCELLANEOUS

     5.01. REPRESENTATIONS AND WARRANTIES OF THE PARTNERS. Each Partner
represents and warrants to the other Partners as follows:

          (a) It is duly organized, validly existing and in good standing under
     the laws of its jurisdiction of formation with all requisite power and
     authority to enter into this Agreement and to conduct the business of the
     Partnership.

          (b) This Agreement constitutes the legal, valid and binding obligation
     of the Partner enforceable in accordance with its terms.

          (c) No consents or approvals are required from any governmental
     authority or other person or entity for the Partner to enter into this
     Agreement and the Partnership. All limited liability company, corporate or
     partnership action on the part of the Partner necessary for the
     authorization, execution and delivery of this Agreement, and the
     consummation of the transactions contemplated hereby, have been duly taken.

          (d) The execution and delivery of this Agreement by the Partner, and
     the consummation of the transactions contemplated hereby, does not conflict
     with or contravene the provisions of its organizational documents or any
     agreement or instrument by which it or its properties are bound or any law,
     rule, regulation, order or decree to which it or its properties are
     subject.

          (e) Each Partner agrees to indemnify and hold harmless the Partnership
     and each other Partner and their officers, directors, shareholders,
     partners, employees, successors and assigns from and against any and all
     loss, damage, liability or expense (including reasonable out of pocket
     costs and attorneys' fees) which they may incur by reason, or in connection
     with, any breach of the foregoing representations and warranties by such
     Partner and all such representations and warranties shall survive the
     execution and delivery of this Agreement and the termination and
     dissolution of any Partner and the Partnership (nothing herein shall
     constitute a waiver or extension of any applicable statute of limitations).

     5.02. FURTHER ASSURANCES. Each Partner agrees to execute, acknowledge,
deliver, file, record and publish such further instruments and documents, and do
all such other acts and things as may be required by law, or as may be required
to carry out the intent and purposes of this Agreement; provided the same does
not subject any Partner to additional liability and the same is consistent with
and does not vary the terms and conditions of this Agreement without the consent
of the affected Partner.


                                       4
<PAGE>


     5.03. NOTICES. All notices, demands, consents, approvals, requests or other
communications which any of the parties to this Agreement may desire or be
required to give hereunder (collectively, "Notices") shall be in writing and
shall be given by (a) personal delivery, (b) facsimile transmission or (c) a
nationally recognized overnight courier service, fees prepaid, addressed as
follows:

     General Partner                    Heinz Management Company
                                        600 Grant Street, 60th Floor
                                        Pittsburgh, PA 15219
                                        Attn:  Corporate Secretary

     Class A Interest Holder            H. J. Heinz Company
                                        600 Grant Street, 60th Floor
                                        Pittsburgh, PA 15219
                                        Attn: Corporate Secretary

     Class B Interest Holders           H. J. Heinz Finance Company
                                        600 Grant Street, 60th Floor
                                        Pittsburgh, PA 15219
                                        Attn: Corporate Secretary

Any Partner may designate another addressee (or change its address) for Notices
hereunder by a Notice given pursuant to this Section. A Notice sent in
compliance with the provisions of this Section shall be deemed given on the date
of receipt, except if delivery is refused, such notice shall be given on the
date delivery is first attempted.

     5.04. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to agreements made
and to be performed wholly within that State.

     5.05. CAPTIONS. All titles or captions contained in this Agreement are
inserted only as a matter of convenience and for reference and in no way define,
limit, extend, or describe the scope of this Agreement or the intent of any
provision in this Agreement.

     5.06. PRONOUNS. All pronouns and any variations thereof shall be deemed to
refer to the masculine, feminine, and neuter, singular and plural, as the
identity of the party or parties may require.

     5.07. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
parties hereto and their respective executors, administrators, legal
representatives, heirs, successors and assigns, and shall inure to the benefit
of the parties hereto and, except as otherwise provided herein, their respective
executors, administrators, legal representatives, heirs, successors and assigns.

     5.08. EXTENSION NOT A WAIVER. No delay or omission in the exercise of any
power, remedy or right herein provided or otherwise available to a Partner or
the Partnership shall impair or affect the right of such Partner or the
Partnership thereafter to exercise the same. Any


                                       5
<PAGE>

extension of time or other indulgence granted to a Partner hereunder shall not
otherwise alter or affect any power, remedy or right of any other Partner or of
the Partnership, or the obligations of the Partner to whom such extension or
indulgence is granted.

     5.09. CREDITORS AND THIRD PARTIES NOT BENEFITED. Nothing contained in this
Agreement is intended or shall be deemed to benefit any third party or creditor
of the Partnership or any Partner, and no third party or creditor of the
Partnership shall be entitled to require the Partnership or the Partners to
solicit or accept any additional Capital Contribution for the Partnership or to
enforce any right which the Partnership or any Partner may have against any
Partner under this Agreement.

     5.10. SEVERABILITY. In case any one or more of the provisions contained in
this Agreement or any application thereof shall be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and other application thereof shall not in
any way be affected or impaired thereby; provided, however, the limitation of
liability and exculpation provisions of this Agreement are an integral part
hereof.

     5.11. ENTIRE AGREEMENT AND AMENDMENTS. This Agreement contains the entire
agreement between the parties relating to the subject matter hereof and all
prior agreements relative hereto which are not contained herein are terminated.
Amendments, variations, modifications or changes herein may be made effective
and binding upon the Partners by, and only by, the setting forth of same in a
document duly executed by or on behalf of each Partner.

     5.12. COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be an original but all of which together shall
constitute but one and the same agreement.

     5.13. CONFIDENTIALITY. Each Partner agrees to take reasonable steps to
maintain the confidentiality of all proprietary, nonpublic information,
documents and materials relating to the business of the Partnership, any SPV and
any of their Affiliates (including, but not limited to business plans, pricing
and costs of specific product, customer lists and sales data, proprietary
customer data, the identity and other information about product and service
sources and quality, performance and management or manufacturing processes and
any product development ideas or plans) or any Partner, which such Partner now
or in the future may possess, except to the extent disclosure of any such
information is required by law or authorized by the General Partner.

     5.14. VENUE. Each of the Partners consents to the jurisdiction of any state
or federal court sitting in Wilmington County, Delaware for any action arising
out of matters related to this Agreement. Each of the Partners waives the right
to commence an action in connection with this Agreement in any court outside of
Wilmington County, Delaware.

     5.15. WAIVER OF JURY TRIAL. EACH OF THE PARTNERS HEREBY WAIVES TRIAL BY
JURY IN ANY ACTION ARISING OUT OF MATTERS RELATED TO THIS AGREEMENT, WHICH
WAIVER IS INFORMED AND VOLUNTARY.

     5.16. ENFORCEABILITY OF POWER OF ATTORNEY. In the event it is subsequently
determined that any power of attorney provision in this Agreement is
unenforceable, the parties


                                       6
<PAGE>

hereto agree to execute, acknowledge, deliver, file, record and publish such
other instruments and documents (including separate powers of attorney), and do
all such other acts and things as may be required by law, or as may be required
to carry out the intent and purposes of such power of attorney provisions.


                      [THIS SPACE INTENTIONALLY LEFT BLANK]

                         [SIGNATURES BEGIN ON NEXT PAGE]


                                       7
<PAGE>


     In witness whereof, the parties have executed this Agreement as of December
13, 2002 to be effective as of the Effective Date for all purposes except as
expressly provided herein to the contrary.


     GENERAL PARTNER:

     Heinz Management L.L.C.

     By
        ------------------------------
     Name:  John C. Crowe
     Title: Vice President



     LIMITED PARTNERS:

     H. J. Heinz Company                      H. J. Heinz Finance Company

     By:                                      By:
        ------------------------------            ------------------------------
     Name:  Arthur B. Winkleblack             Name:  Leonard A. Cullo
     Title: Exec. VP and CFO                  Title: President



     ORA Corporation                          CMH, Inc.

     By:                                      By:
        ------------------------------            ------------------------------
     Name:  Christopher J. Puma                   Name:  Leonard A. Cullo
     Title: Vice President                        Title: President



     Ethnic Gourmet Foods, Inc.

     By:
        ------------------------------
     Name:  John C. Crowe
     Title: Assistant Treasurer
<PAGE>


                          Schedule A - Limited Partners


The following entity is the Class A Limited Partners on the date of this
Agreement:

     H. J. Heinz Company, a Pennsylvania corporation


The following entities are the Class B Limited Partners on the date of this
Agreement:

     H. J. Heinz Finance Company, a Delaware corporation

     CMH, Inc., an Idaho corporation

     ORA Corporation, a California corporation

     Ethnic Gourmet Foods, Inc., a Massachusetts corporation
<PAGE>


              Schedule B - Third Amended and Restated LP Agreement