exv10w2






EXHIBIT 10.2




Certain portions of this agreement, for which confidential treatment has been requested,

have been omitted and filed separately with the Securities and Exchange Commission.

Sections of the agreement where portions have been omitted have been identified in the text




BIFURCATION AND PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT




     This BIFURCATION AND PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is
made by and among Impress Group, B.V., having a place of business at Zutphenseweg 51051, 7418 AH
Deventer, The Netherlands (“Impress”), Del Monte Corporation, having a place of business at
One Market, San Francisco, California, 94105 (“Del Monte”), and Starkist Co., having a
place of business at 375 North Shore Drive, Pittsburgh, PA 15212 (“StarkistCo”). This
Agreement shall become effective (the “Effective Date”) as of the closing of the
transactions under the Purchase Agreement by and among Del Monte, Starkist Co., Dongwon Enterprise
Co., Ltd., a Republic of Korea corporation with limited liability (“Dongwon Enterprise”),
Dongwon Industries Co., Ltd., a Republic of Korea corporation with limited liability (“Dongwon
Industries”), Dongwon F&B Co., Ltd., a Republic of Korea corporation with limited liability
(“Dongwon F&B” and together with Starkist Co, Dongwon Enterprise and Dongwon Industries,
the “Buyer”) and Starkist Samoa Co., a Delaware corporation, dated as of June 30, 2008 (the
“Purchase Agreement”), which provides for the sale to Buyer of all of Del Monte’s (1)
seafood business currently operated under the StarKist brand (“StarKist”) and (2) private
label seafood products business (“PLS”) (StarKist and PLS shall be referred to collectively
as the “Business”). Capitalized terms used in this Agreement and not otherwise defined
herein shall have the meaning ascribed to them in the Supply Agreement, as defined below.



     WHEREAS, Impress and Del Monte are parties to that certain Amended and Restated Supply
Agreement effective January 1, 2008, attached hereto as Exhibit F, pursuant to which
Impress sells to Del Monte and Del Monte purchases from Impress metal cans and ends for use in the
packaging of Del Monte’s wet pet food and seafood at certain of Del Monte’s facilities (including
all amendments, waivers, exhibits and schedules thereto effective as of the date hereof, the
“Supply Agreement”); and



     WHEREAS, the parties hereto desire to bifurcate and partially assign the Supply Agreement such
that, as of the Effective Date, (a) the Supply Agreement shall be bifurcated to the extent relating
to the operation of the Business, as such Business is assigned to Buyer hereunder, (b) Buyer shall
assume the rights and obligations under the Supply Agreement to the extent relating to the
operation of the Business, and (c) Impress consents to the bifurcation of the Supply Agreement and
the partial assignment and assumption of the rights and obligations thereof by Buyer and agrees to
the assumption by Buyer of the rights and obligations under the Supply Agreement relating to the
operation of the Business, all in accordance with the terms hereof.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:



     1. Bifurcation — General. Pursuant to the terms of the Purchase Agreement, and
subject to the terms and conditions of this Agreement, (i) Del Monte hereby assigns, sells,



1









 







transfers and sets over to Buyer, and Buyer hereby becomes a party to the Supply Agreement
with respect to all of Del Monte’s rights under the Supply Agreement fully to the extent relating
to the Business (the “Assigned Rights”), and (ii) Buyer hereby assumes and becomes a party
to the Supply Agreement with respect to all of Del Monte’s burdens, liabilities and obligations
under the Supply Agreement fully to the extent relating to the Business (the “Assumed
Liabilities”). Del Monte shall remain responsible and liable for all other rights burdens,
liabilities and obligations under the Supply Agreement that are not assigned to and/or assumed by
Buyer hereunder (the “Retained Business”).



     2. Specific Bifurcation Provisions. Without limiting the generality of the assignment
and assumption of the Assigned Rights and Assumed Liabilities pursuant to Section 1 of this
Agreement, certain specific provisions of the Supply Agreement shall be addressed herein as
follows:



          (a) Transferred Facilities. Del Monte will transfer, assign and delegate, as part of
the Business, all of its rights, burdens, liabilities and obligations in and to those DLM
Facilities, as defined in the Supply Agreement, set forth on Exhibit A hereto wherein the
Business is currently conducted (the “Transferred Facilities”). Buyer agrees to assume all
liabilities and obligations set forth in the Supply Agreement pertaining to such Transferred
Facilities, including but not limited to the maintenance of applicable leases and subleases as the
case may be as well as any costs associated with the closure or relocations of such Transferred
Facility after the Effective Date.




          (b) Puerto Rico Facility. Del Monte shall retain all rights and obligations relating
to that certain Lease, Sub-Lease and Services Agreement by and between H.J. Heinz Company,
Star-Kist Caribe, Inc., Impress Metal Packaging Holdings, B.V. and Impress Packaging Puerto Rico,
Inc., dated August 13, 2000, as amended by the First Amendment to Lease, Sub-Lease and Services
Agreement for the Puerto Rico Facility dated as of 2002 (the “Sublease”), as referenced in
Section 4.15 of the Supply Agreement, for the Impress Facility located at Mayaguez, Puerto Rico.
As between Del Monte and Buyer, as of the Effective Date, Buyer shall be required to reimburse Del
Monte for Del Monte’s actual costs and expenses, reasonably documented, related to or arising from
the Sublease after the Effective Date within sixty (60) days of Del Monte’s payment of such costs
or expenses.




          (c) Buyer Products. As of the Effective Date, Impress shall supply to Buyer, and
Buyer shall purchase from Impress, all those Products, as defined in the Supply Agreement, that
relate to, or are used in, the Business (the “Buyer Products”) pursuant to the terms of the
Supply Agreement. A list of current Buyer Products for the Business is set forth on Exhibit
B which includes (a) the current invoice price, (b) the amounts to be used in calculating the
Annual Net Adjusting Payment described below, (c) the Profit Bank, and (d) the annual Baseline
Volume.




          (d) Baseline Volumes and Historical Delivery Volumes. Subject to the terms and
conditions of this Agreement and the Supply Agreement, Del Monte hereby agrees to assign and Buyer
hereby agrees to assume all those rights and obligations associated with the Baseline Volumes as
described in Sections 4.10 — 4.12 of the Supply Agreement and the Historical Delivery Volumes
described in Section 3.1(b) of the Supply Agreement, for those Buyer




2









 







Products and for those volumes set forth on Exhibit B. As of the Effective Date, Del
Monte’s rights and obligations with respect to the Baseline Volumes and the Historical Delivery
Volumes shall be reduced by the amount of the Baseline Volumes and the Historical Delivery Volumes
assigned to and assumed by Buyer pursuant to this Agreement and Buyer’s rights and obligations with
respect to the Baseline Volumes and the Historical Delivery Volumes shall reflect the amount of the
Baseline Volumes and the Historical Delivery Volumes assigned to and assumed by Buyer pursuant to
this Agreement.




          (e) Annual Net Adjusting Payment and Profit Bank. For the Balance of the Current
Period, as defined in the Supply Agreement, Buyer shall assume the obligations set forth in Section
4.5 of the Supply Agreement relating to the Volume Excess/Shortfall and the Annual Profit
Excess/Shortfall for the Business based on the Baseline Volumes described above and set forth on
Exhibit B. Del Monte shall continue its obligations under Section 4.5 of the Supply
Agreement for the Retained Business. The Annual Volume Excess/Shortfall and the Annual Profit
Excess/Shortfall used to determine the Annual Net Adjusting Payment shall be calculated separately
for Del Monte and Buyer. As of the Effective Date, the portion of the Profit Bank related to the
Business shall be allocated as set forth on Exhibit B and shall be used to calculate the
Annual Profit Excess/Shortfall for Buyer and the remaining portion of the Profit Bank shall be used
to calculate the Annual Profit Excess/Shortfall for Del Monte, each as described below.




               i. If the aggregate amount of Profit earned by Impress for a Fiscal Year for Del Monte
Products results in an Annual Profit Excess, as calculated under the Supply Agreement, Impress
shall pay Del Monte such excess up to $[***]* of any such excess plus [***]*% of any portion of
such excess over $[***]*. Conversely, if the aggregate amount of Profit earned by Impress for a
Fiscal Year for Del Monte Products results in an Annual Profit Shortfall, as calculated under the
Supply Agreement, Del Monte shall pay Impress such excess up to $[***]* of any such excess plus
[***]*% of any portion of such excess over $[***]*.



               ii. If the aggregate amount of Profit earned by Impress for a Fiscal Year for Buyer Products
results in an Annual Profit Excess, as calculated under the Supply Agreement, Impress shall pay
Buyer such excess up to $[***]* of any such excess plus [***]*% of any portion of such excess over
$[***]*. Conversely, if the aggregate amount of Profit earned by Impress for a Fiscal Year for
Buyer Products results in an Annual Profit Shortfall, as calculated in the Supply Agreement, Buyer
shall pay Impress such excess up to $[***]* of any such excess plus [***]*% of any portion of such
excess over $[***]*.



          (f) Cost Savings Projects. Del Monte hereby agrees to assign to Buyer and Buyer
agrees to assume all rights and obligations of those Cost Savings Projects, as described in Section
4.3(c) of the Supply Agreement, that relate to the Business (the “Buyer Cost Savings
Projects”). All such Buyer Cost Savings Projects are set forth on Exhibit C attached
hereto.




          (g) Additional Investments. Del Monte hereby agrees to assign to Buyer and Buyer
agrees to assume all rights and obligations in connection with those additional investments related
to the Business which are currently being made by Impress on behalf of Del Monte and for which
Impress is earning a Base Return in accordance with Section 3.2 of the Supply Agreement (the
“Buyer Additional Investments”). All such Buyer Additional Investments






 




			
	*	 	CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.




3









 









along with the annual Base Return amounts earned by Impress for each are set forth on Exhibit
D attached hereto.




          (h) Facility Shutdown. The parties agree that Del Monte shall assign to Buyer and
Buyer shall assume those obligations set forth in Section 4.13 of the Supply Agreement with respect
to the Transferred Facilities. Del Monte shall retain liability for those Facilities not
transferred to Buyer, including, without limitation, all obligations pertaining to the Impress
Terminal Island Facility as described in Section 4.14 of the Supply Agreement, subject to the
provisions of subsection (i) below.




          (i) Terminal Island Facility. To the extent that Impress is entitled to be reimbursed
for any costs, expenses or losses pursuant to Sections 4.13 and 4.14 of the Supply Agreement, Del
Monte shall be liable for such costs, expenses or losses payable to Impress. As between Del Monte
and Buyer, Buyer shall be required to reimburse Del Monte for Buyer’s pro rata share of such costs,
expenses or losses within sixty (60) days of Del Monte’s payment to Impress. Buyer’s pro rata
share shall be determined based upon the Buyer’s percent of the total production of the Impress
Terminal Island Facility related to the Business for the twelve months preceding the date the lease
for the Terminal Island Facility is terminated. Buyer shall be required to reimburse Del Monte
such that neither Del Monte’s nor Buyer’s liability under this Section 2(i) shall exceed
their respective pro rata share of the reimbursement to Impress and in no event shall the aggregate
liability of Del Monte and Buyer exceed the total amount of costs, expenses and losses as defined
in Section 4.13 actually incurred by Impress.




          (j) Purchase of Impress Equipment upon Termination.




               i. For purposes of this Agreement, the current Schedule 13.7(a) shall be amended to provide
for, and distinguish between, those equipment assets that relate to the Retained Business and those
equipments assets that relate to the Business assumed by Buyer hereunder, as detailed on the
revised Schedule 13.7(a), attached hereto as Exhibit E.



          (k) Intellectual Property. In the event that the relationship between Del Monte and
Impress is terminated prior to the relationship between Buyer and Impress such that the exclusive
license from Del Monte to Impress for the Triple Fold End Technology is terminated, Del Monte shall
grant Impress a nonexclusive, royalty-free, license to the Triple Fold End Technology for the sole
and exclusive purpose of producing such ends for Buyer for so long as Buyer continues to purchase
such ends from Impress.




     3. Excluded Provisions. The parties agree that Sections 3.3, 4.6 and 9.3 (a) of the
Supply Agreement shall not be assigned to, or assumed by Buyer (the “Deleted Sections”) and
Buyer shall have no rights or obligations under the Deleted Sections with the same effect as if the
Deleted Sections and all references thereto were absent from the Supply Agreement.



     4. Consent and Acknowledgment.



          (a) Impress, Del Monte and Buyer hereby consent to (a) the assumption, and joining as a party
to the Supply Agreement, by the Buyer of and with respect to the rights, burdens, liabilities and
obligations under the Supply Agreement fully to the extent relating to the Business and the
assignment by Del Monte to Buyer of such rights and obligations under the




4









 







Supply Agreement, including Del Monte’s assignment of the Assigned Rights and Buyer’s
assumption of the Assumed Liabilities and (b) the enforcement by Impress and Buyer, as the case may
be, of all the terms and conditions contained in the Supply Agreement to the extent relating to the
operation of the Business. Impress agrees and acknowledges that Buyer’s Assigned Rights and
Assumed Liabilities under the Supply Agreement shall not be affected or limited by a breach of the
Supply Agreement by Del Monte or any other party thereto. Impress and Del Monte hereby each
represent that (a) the Supply Agreement is in full force and effect and (b) to the actual knowledge
of Impress and Del Monte, as the case may be, neither Impress nor, Del Monte is in default under
the Supply Agreement. Each of Impress and Del Monte represent that the Supply Agreement has not
been modified or amended prior to the date hereof.




          (b) Impress, Del Monte and Buyer each agree to treat the Supply Agreement as bifurcated and
partially assigned and delegated as set forth in Sections 1, 2, 3 and 4 above. Without
limiting the generality of the foregoing, Impress and Buyer shall hereafter communicate directly
with each other with respect to all matters pertaining to the Assigned Rights and Assumed
Liabilities under the Supply Agreement and with respect to the operation of the Business, except
for those communications related to the Business that are necessary between Del Monte, Buyer and
Impress in order to effect the terms of the Operating Services Agreement and the Transition
Services Agreement as each term is defined in the Purchase Agreement.




     5. Mutual Acceptance. Buyer hereby accepts and agrees to be bound by the terms and
conditions of the Supply Agreement as described in Sections 1, 2, 3 and 4 above. Del Monte
hereby agrees to continue to be bound by the terms and conditions of the Supply Agreement as
described in Sections 1, 2, 3 and 4 above.



     6. Disclaimer and Release. With respect to all Assigned Rights and Assumed
Liabilities under the Supply Agreement that are assigned to, delegated to and assumed by Buyer
hereunder, Del Monte hereby, without any further action, disclaims any such Assigned Rights and is
released from such Assumed Liabilities under the Supply Agreement, and Buyer shall have the sole
right and responsibility in connection therewith; provided, however, that
notwithstanding anything to the contrary herein, Buyer shall not retain any liability of any kind
arising prior to the date hereof and in connection with any right or obligation of Del Monte,
including with respect to any Assigned Rights and Assumed Liabilities or, for the avoidance of
doubt, the Retained Business. Del Monte’s rights and obligations under the Supply Agreement shall
not be affected or limited by a breach of the Supply Agreement by any other party hereto.



     7. Fulfillment of Purchase Agreement. As between Del Monte and Buyer, without regard
to Impress (it being understood and agreed that the terms of this Section 7 shall in no way
impact or effect Impress or its ability to exercise its rights under the Supply Agreement:



          (a) This Agreement is intended to fulfill the terms of the Purchase Agreement and is not
intended to expand, contract or amend the terms and obligations thereof. In the event of any
conflict or ambiguity between the terms of this Agreement and the Purchase Agreement, the terms of
the Purchase Agreement shall prevail.




          (b) During the current term of the Supply Agreement (excluding any extension of the Supply
Agreement by Buyer), Del Monte shall cooperate with Buyer in the




5









 







exercise of Buyer’s rights under the Supply Agreement (pursuant to Sections 1, 2, 3 and
4 hereof) to obtain the Assigned Rights and Assumed Liabilities. In connection with the
foregoing agreement to cooperate, Del Monte shall share such information and records regarding the
Supply Agreement as Buyer reasonably requests in writing and as Del Monte may have a right to
share. Notwithstanding anything in this Section 7(b) to the contrary, Del Monte shall have
no obligation to incur any material expenses or pay any material consideration to any third party
in the fulfillment of Del Monte’s obligation to cooperate set forth in this Section 7(b).




     8. Confidentiality. Each of the parties hereto and their representatives (a
“Receiving Party”) shall not, except as necessary in order to perform its obligations or
with the prior written consent of the other party (a “Disclosing Party”), reveal, disclose
or provide access to a Disclosing Party’s Confidential Information (as defined below) disclosed
pursuant to this Section 8. Notwithstanding the immediately preceding sentence, each party
shall be free to reveal, disclose or provide its professional advisors access to Confidential
Information in order to provide advice. As used herein, “Confidential Information” shall mean any
nonpublic, proprietary information and other confidential information or materials (whether oral or
written) disclosed pursuant to this Section 8, including but not limited to, pricing
information, formulae, descriptions, specifications and the like that is provided or communicated
by the Disclosing Party to a Receiving Party after the date hereof. Notwithstanding the foregoing,
Confidential Information shall not include information: (i) known to the Receiving Party at the
time of such disclosure by the Disclosing Party; (ii) publicly available through sources entitled
to disclose such information, (iii) disclosed to the Receiving Party in good faith by another party
having the right to disclose such information; (iv) required to be disclosed pursuant to any law,
subpoena or document discovery request; or (v) independently developed by the Receiving Party as
evidenced by records kept in the ordinary course of the Receiving Party’s business;
provided that, to the extent legally permitted, the Receiving Party shall inform
the Disclosing Party of such requirement as soon as possible, reasonably cooperate with any
attempts by the Disclosing Party to obtain a protective order or similar relief and disclose only
so much Confidential Information necessary to satisfy the requirement.



     9. Term.



          (a) This Agreement shall commence as of the Effective Date and shall remain in effect unless
and until the Purchase Agreement is terminated as provided therein. Upon the Closing, as defined
in the Purchase Agreement, this Agreement shall be incorporated into and become part of the
bifurcated portion of the Supply Agreement as between Del Monte and Impress and part of the
bifurcated portion of the Supply Agreement as between Buyer and Impress and shall continue in each
case until such time as the respective bifurcated Supply Agreement(s) expire or are terminated in
accordance with the terms thereof.




          (b) In the event this Agreement is terminated as a result of the termination of the Purchase
Agreement, all Assigned Rights and all Assumed Liabilities purported to have been transferred
hereunder shall revert to Del Monte immediately upon such termination and the relationship between
Del Monte and Impress shall resume as if this Agreement was null and void from the time of
execution. As of such termination, Buyer shall no longer have any rights or obligations under the
terms of the Supply Agreement and shall no longer be a party thereto. The




6









 







forgoing notwithstanding, Sections 6, 7, 7(a), 8, 9(b), 13 and 18 of this Agreement
shall survive any termination of this Agreement.




     10. Certain Covenants.



          (a) Del Monte covenants that (i) it will not seek to amend or modify the Supply Agreement in
any manner which could reasonably affect or change the Assigned Rights and Assumed Liabilities,
including without limitation, the pricing under the Supply Agreement with respect to the Business
or Buyer’s ability to enforce the Supply Agreement as a party thereto, (ii) it will not seek to
extend or terminate the duration of the Supply Agreement to the extent such extension or
termination could reasonably affect or change the Assigned Rights and Assumed Liabilities or
Buyer’s ability to enforce the Supply Agreement as a party thereto, and (iii) it will not assert a
breach under the Supply Agreement against Impress or seek related damages thereunder to the extent
that such asserted breach against Impress relates to the Assigned Rights and Assumed Liabilities,
in each case, without first seeking the written consent of Buyer, which shall not be unreasonably
withheld or delayed.




          (b) Del Monte covenants it will reasonably cooperate with Buyer, at Buyer’s expense (such
expense shall be reasonable and reimbursable upon Del Monte’s presentation of reasonable back-up
documentation), to the extent Buyer asserts that Impress has breached the terms of the Supply
Agreement to the extent that such asserted breach against Impress relates to the Assigned Rights
and Assumed Liabilities, including without limitation, seeking damages or other redress pursuant to
the terms of the Supply Agreement.




     11. Further Actions. Each of the parties hereto agrees to execute, acknowledge and
deliver, or cause the execution, acknowledgement and delivery of, such further documents and
instruments and to perform such other reasonable actions as may reasonably be requested by a party
hereto in order to effect the purposes of this Agreement.



     12. Notices. Any notice, request or other communication pursuant to this Agreement
must be given in writing to the addressees set forth below and shall be deemed to have been duly
delivered (a) on the date delivered if delivered personally, (b) on the date (i) three (3) business
days after delivery to a reputable nationally recognized overnight courier service or (ii) fourteen
(14) days after being mailed by registered or certified mail (return receipt requested) to the
parties at the following addresses (or at such other address for a party as shall be specified by
like notice), or (c) on the date of facsimile transmission (determined from the time zone of the
address of the recipient set forth below) if transmitted prior to 5:00 p.m. local time of the
recipient on a business day (provided that confirmation of receipt of such telecopy
transmission is confirmed by the recipient on such date):



7









 





Impress Group, B.V.

Zutphenseweg 51051

7418 AH Deventer

The Netherlands




			
	Telephone:	 	31-570-682-000 (The Netherlands)

	 	 	33-1-45-19-18-00 (France)

	Facsimile:	 	31-570-682-053 (The Netherlands)

	 	 	33-1-45-19-18-39 (France)

	Attention:	 	Group General Counsel






With a required copy (which shall not constitute the required notice) to:




Cohen & Grigsby, P.C.

625 Liberty Avenue

Pittsburgh, PA 15222-3152




			
	Telephone:	 	412-297-4741

	Facsimile:	 	412-394-4241







Del Monte Corporation

One Market

San Francisco, CA 94105




			
	Telephone:	 	415-247-3262

	Facsimile:	 	415-247-3263

	Attention:	 	General Counsel







Starkist Co.

375 North Shore Drive

Pittsburgh, PA 15212-5922




			
	Attention:	 	Donald J. Binotto

	Telephone:	 	412.600.9294






With a required copy (which shall not constitute the required notice) to:




Simpson Thacher & Bartlett LLP

ICBC Tower, 35th Floor

3 Garden Road, Central

Hong Kong SAR, China




			
	Attention:	 	Jin Hyuk Park

	Telephone:	 	852.2514.7600

	Facsimile:	 	852.2869.7694







8









 






     13. Governing Law. This Agreement and the respective rights and obligations of the
parties hereunder shall be governed and construed in accordance with the laws of the Commonwealth
of Pennsylvania, without giving effect to the conflict of laws provisions of that or any other
jurisdiction.



     14. Assignment. This Agreement may only be assigned in accordance with Section 14.4
of the Supply Agreement as part of an authorized assignment thereof.



     15. Entire Agreement. Subject to Section 7 above with respect to Del Monte
and Buyer, this Agreement constitutes the entire agreement of the parties hereto with respect to
the assignment and bifurcation of the Supply Agreement and supercedes any and all other agreements,
either oral or in writing, among the parties hereto with respect to the subject matter hereof. The
Supply Agreement is attached hereto as Exhibit F, including any and all amendments,
waivers, exhibits and schedules thereto.



     16. General. Impress, Del Monte and Buyer agree to use their good faith efforts to
fairly and equitably allocate the rights and obligations of Del Monte and Buyer under the Supply
Agreement in accordance with the terms hereof, including without limitation, each party’s
respective percentage of Products purchased pursuant to this Agreement.



     17. Subsidiaries. Each party may choose to implement or perform their respective
obligations hereunder through one or more of their wholly-owned subsidiaries.  



     18. Miscellaneous. This Agreement may not be modified except by an instrument in
writing executed by the parties hereto. This Agreement may be executed in one or more counterparts
and by facsimile, each of which shall be deemed an original and all of which, taken together, shall
constitute one and the same instrument. The waiver by either party of any default, breach, or
right of this Agreement shall not constitute a waiver of any other or subsequent default, breach,
or right. Section and paragraph headings in this Agreement are included herein for convenience of
reference only and shall not modify, define, expand or limit any of the terms or provisions of this
Agreement. Capitalized terms used herein and not otherwise defined shall have the respective
meanings given to them in the Supply Agreement.



[Signature Page Follows]




9









 





     IN WITNESS WHEREOF, the parties hereto have executed this Bifurcation and Partial Assignment
and Assumption Agreement to be effective as of the Effective Date.



	 	 	 	 	 
	 	IMPRESS GROUP, B.V.

 	 
	 	By:  	     /s/ Francis Labbe
 	 
	 	Name:	Mr. Francis Labbe 	 
	 	Title:	Chief Executive Officer 	 
	 
	 	DEL MONTE CORPORATION

 	 
	 	By:  	     /s/ David L. Meyers
 	 
	 	Name:	Mr. David L. Meyers 	 
	 	Title:	Executive Vice President,

Administration and Chief

Financial Officer 	 
	 
	 	STARKIST CO.

 	 
	 	By:  	     /s/ Ingu Park
 	 
	 	Name:	Mr. Ingu Park 	 
	 	Title:	President 	 
	 



[Signature Page to Bifurcation and Partial Assignment and Assumption Agreement]





10









 








EXHIBIT A




FACILITIES




Transferred Facilities:




Pago Pago, American Samoa, United States





A-1 









 





     



EXHIBIT B


BUYER PRODUCTS


Invoice Price

FY09 Prices — Effective May 1, 2008



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	FY07/FY08	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Historical	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Baseline	 	Delivery	 	Metal	 	Other material	 	Transfer	 	Transfer Conv. Costs	 	Conversion Costs	 	 	 	 	Others	 	 	 
	  Buyer Products	 	Source	 	Volume	 	Volume	 	Sheet	 	Tab stock	 	Coat/comp.	 	other	 	Sheet	 	Ends	 	Other mat.	 	Sheets	 	Ends	 	Direct Lab.	 	VOH	 	FOH	 	SG&A	 	Profit	 	SS	 	syn/depr.	 	frgt+pkg	 	$4.3 price adju	 	FY ’09 price
	Samoa
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	307 x 105.5 Can
	 	American Samoa	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*
	401 x 201 Can
	 	American Samoa	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*
	211 x 107 Can
	 	Puerto Rico	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*
	307 End Clear
	 	Terminal Island	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*
	307 EZO End- Gold
	 	Bloomsburg	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*
	401 End
	 	Terminal Island	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*
	211 SPE End
	 	Bloomsburg	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*
	307x108 Can
	 	Terminal Island	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ecuador
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	211 SPE End
	 	Bloomsburg	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*
	307 EZO End-Clear
	 	Bloomsburg	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*	 	 	[***]	*
	 
	 	 	 	 	 	 	[***]	*	 	 	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TRANSFER DETAIL	 	 	 	 	 	Metal	 	Other material	 	Transfer	 	Transfer Conv. Costs	 	Conversion Costs	 	Others	 	 
	  Buyer Products	 	Source	 	 	 	Sheet	 	Tab stock	 	Coat/comp.	 	other	 	Sheet	 	Ends	 	Other mat.	 	Sheets	 	Ends	 	Direct Lab.	 	VOH	 	FOH	 	SG&A	 	Profit	 	SS	 	syn/depr.	 	frgt+pkg	 	$4.3 price adju	 	FY ’09 price
	   Samoa
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	211 SPE End

	 	Bloomsburg
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	307 EZO End-Gold

	 	Bloomsburg
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	   Ecuador
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	211 SPE End

	 	Bloomsburg
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	307 EZO End-Clear
	 	Bloomsburg
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*
	 	[***]*





Amounts
for purposes of calculating year-end adjustments — Volume Fixed
Costs Excess/Shortfalls — Sections 4.5(c) and 4.5(d)



	 	 	 	 	 
	  Buyer Products	 	 	 	 
	 
	Samoa
	 	 	 	 
	307 x 105.5 Can
	 	 	[***]	*
	401 x 201 Can
	 	 	[***]	*
	211 x 107 Can
	 	 	[***]	*
	307 End Clear
	 	 	[***]	*
	307 EZO End
	 	 	[***]	*
	401 End
	 	 	[***]	*
	211 SPE End
	 	 	[***]	*
	307x108 Can
	 	 	[***]	*
	 
	 	 	 	 
	Ecuador
	 	 	 	 
	211 SPE End
	 	 	[***]	*
	307 EZO End-Clear
	 	 	[***]	*





Amounts for purposes of calculating year-end adjustments — Profit Excess/Shortfall — Sections
4.5(f) and 4.5(g)



	 	 	 	 	 
	Profit Bank Amount Allocated to Buyer
Products for purposes of Calculating
year-end Adjustments-

	 	[***]*
	 	FY08 Amount
	 

	 	[***]*
	 	FY09 Final Amount






	 	 	 	 	 
	  Buyer Products	 	 	Profit       
	Samoa
	 	 	 	 
	307 x 105.5 Can
	 	 	[***]	*
	401 x 201 Can
	 	 	[***]	*
	211 x 107 Can
	 	 	[***]	*
	307 End Clear
	 	 	[***]	*
	307 EZO End-Gold
	 	 	[***]	*
	401 End
	 	 	[***]	*
	211 SPE End
	 	 	[***]	*
	307x108 Can
	 	 	[***]	*
	 
	 	 	 	 
	Ecuador
	 	 	 	 
	211 SPE End
	 	 	[***]	*
	307 EZO End-Clear
	 	 	[***]	*






 




			
	*	 	CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.



B-1








 




EXHIBIT C

BUYER COST SAVINGS PROJECTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Annualized	 	 	Good Faith	 
	 	 	 	 	 	 	 	 	 	 	estimated savings	 	 	Estimated	 
	 	 	 	 	 	 	 	 	 	 	at Baseline	 	 	Savings $ /	 
	Projects
in Process FY08 — Seafood	 	 	 	 	 	 	 	 	 	Volumes
— $K	 	 	000 units	 
	211 SPE Tab reduction ([***]*)
	 	BLO	 	 	2007-12	 	 	$	[***]	*	 	$	[***]	*
	Sub-Total New Projects
	 	 	 	 	 	 	 	 	 	$	[***]	*	 	 	 	 








 




			
	*	 	CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.






C-1 










 



     




EXHIBIT D




BUYER ADDITIONAL INVESTMENTS






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Impress USA	 	Seafood Projects	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Full Year	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Complet	 	 	Years of	 	 	Depreciation /	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Capital No.	 	PROJECT NAME	 	 	Plant	 	 	Gross Spending	 	 	Alloc / Adj	 	 	Spending	 	 	Date	 	 	Depr.	 	 	ROI	 	 	Fy 06	 	 	Fy 07	 	 	Fy 08	 	 	Fy 09	 	 	Fy 10	 	 	Fy 11	 	 	Fy 12	 	 	Fy 13	 	 	Fy 14	 	 	Fy 15	 	 	Fy 16	 	 	Fy 17	 	 	Fy 18	 	 	Fy 19	 	 	Fy 20	 	 	Fy 21	 	 	Fy 22	 	 	Fy 23	 	 	Fy 24	 	 	Fy 25	 	 	Fy 26	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	15%	 	 	15%	 	 	15%	 	 	15%	 	 	15%	 	 	15%	 	 	15%	 	 	15%	 	 	15%	 	 	15%	 	 	15%	 	 	15%	 	 	15%	 	 	15%	 	 	15%	 	 	15%	 	 	15%	 	 	15%	 	 	15%	 	 	15%	 	 	15%	 
	01USA081
	 	Samoa Warehousing Phase I	 	SAM	 	 	 	 	 	 	 	 	 	$	[***]	*	 	Jan 02	 	 	25	 	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	ROI	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*
	01USA081A
	 	Samoa Warehousing Phase II	 	SAM	 	 	 	 	 	 	 	 	 	$	[***]	*	 	Jun 02	 	 	7	 	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	ROI	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	02USA301
	 	Samoa Vision	 	SAM	 	 	 	 	 	 	 	 	 	$	[***]	*	 	May 02	 	 	5	 	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	ROI	 	$	[***]	*	 	$	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subtotal FY06 and
earlier projects
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	ROI	 	 	 	 	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*
	 
	 	307 EZO for Samoa	 	SAM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Dies	 	 	 	 	 	 	 	 	 	 	 	 	 	$	[***]	*	 	 	 	 	 	 	5	 	 	$	[***]	*	 	 	 	 	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Commissioning	 	 	 	 	 	 	 	 	 	 	 	 	 	$	[***]	*	 	 	 	 	 	 	5	 	 	$	[***]	*	 	 	 	 	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	[***]	*	 	Dec 06	 	 	41.7	%	 	$	[***]	*	 	 	 	 	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Total ROI	 	 	 	 	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subtotal FY07
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	ROI	 	 	 	 	 	 	 	 	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*
	 
	 	[***]* Body Plate gauge Reduction from [***]* to [***]*	 	SAM	 	 	 	 	 	Alloc	 	Spending	 	 	 	 	 	Years of Depr.	 	Full Year Depr.	 	 	 	 	 	 	 	 	 	FY08	 	FY09	 	FY10	 	FY11	 	FY12	 	FY13	 	FY14	 	FY15	 	FY16	 	FY17	 	FY18	 	FY19	 	FY20	 	FY21	 	FY22	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Equipment	 	 	 	 	 	$	[***]	*	 	 	[***]	*%	 	$	[***]	*	 	 	 	 	 	 	15	 	 	$	[***]	*	 	 	 	 	 	 	 	 	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Commissioning	 	 	 	 	 	$	[***]	*	 	 	[***]	*%	 	$	[***]	*	 	 	 	 	 	 	5	 	 	$	[***]	*	 	 	 	 	 	 	 	 	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	$	[***]	*	 	 	 	 	 	$	[***]	*	 	Nov 07	 	 	 	 	 	$	[***]	*	 	 	 	 	 	 	 	 	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Total ROI	 	 	 	 	 	 	 	 	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 
	Subtotal FY08	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*
	Samoa [***]* Conversion to [***]* High Can project	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	Spending	 	DM %	 	Spending	 	 	 	 	 	Years of Depr.	 	Full Year Depreciation	 	 	 	 	 	 	 	 	 	 	 	 	 	FY09	 	FY10	 	FY11	 	FY12	 	FY13	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Tooling	 	 	 	 	 	$	[***]	*	 	 	[***]	*%	 	$	[***]	*	 	 	 	 	 	 	5	 	 	$	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Equip	 	 	 	 	 	$	[***]	*	 	 	[***]	*%	 	$	[***]	*	 	 	 	 	 	 	15	 	 	$	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Exp	 	 	 	 	 	$	[***]	*	 	 	[***]	*%	 	$	[***]	*	 	 	 	 	 	 	5	 	 	$	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[***]*%	 	Comm	 	 	 	 	 	$	[***]	*	 	 	[***]	*%	 	$	[***]	*	 	 	 	 	 	 	5	 	 	$	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	$	[***]	*	 	 	[***]	*%	 	$	[***]	*	 	 	 	 	 	 	 	 	 	$	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	ROI	 	 	[***]	*%	 	 	 	 	 	 	 	 	 	 	 	 	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subtotal FY09	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*	 	$	[***]	*








 




			
	*	 	CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




D-1









 













     



EXHIBIT E




REVISED SCHEDULE 13.7(a)





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Assets for Possible Purchase or Sale	 	 	CONTINUITY
EQUIPMENT — Assets for Supply Continuation	 
	Plant	 	Assets for Direct Feed	 	 	Assets for Direct Supply	 	 	Assets for Direct Supply	 	 	Assets to support	 	 	Assets required to be	 	 	I’m 18 Aseets at new	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(Major portion >50%)	 	 	(Minor portion <50%)	 	 	production	 	 	removed	 	 	location	 
	 	 	Asset	 	 	Line	 	 	Size	 	 	Asset	 	 	Line	 	 	Size	 	 	Asset	 	 	Line	 	 	Size	 	 	Asset	 	 	Line	 	 	Size	 	 	Asset	 	 	Line	 	 	Size	 	 	 	 	 
	New Facility
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	I’m 18 Assets
	Del Monte
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bloomsburg
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Can line	 	 	[***]	*	 	 	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Can line	 	 	[***]	*	 	Various	 	 	 	 
	 
	 	Can line	 	 	[***]	*	 	 	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Can line	 	 	[***]	*	 	Various	 	 	 	 
	 
	 	Can line	 	 	[***]	*	 	 	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Can line	 	 	[***]	*	 	 	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Can line	 	 	[***]	*	 	 	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Can line	 	 	[***]	*	 	 	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Can line	 	 	[***]	*	 	 	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	EZO Line	 	 	[***]	*	 	 	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	EZO Line	 	 	[***]	*	 	 	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	EZO Line	 	 	[***]	*	 	 	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pureto Rico
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Can line	 	 	[***]	*	 	 	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Weirton
	 	 	 	 	 	 	 	 	 	 	 	 	 	End press	 	 	[***]	*	 	 	[***]	*	 	End Press	 	 	[***]	*	 	 	[***]	*	 	Coil Line	 	 	 	 	 	Various	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	End press	 	 	[***]	*	 	 	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	Print line	 	 	[***]	*	 	Various	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Coater	 	 	[***]	*	 	Various	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Coater	 	 	[***]	*	 	Various	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Terminal Island
	 	 	 	 	 	 	 	 	 	 	 	 	 	End Press	 	 	[***]	*	 	 	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	Coater	 	 	 	 	 	 	 	 	 	Coater	 	 	 	 	 	Various	 	 	 	 
	Starkist
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Terminal Island
	 	 	 	 	 	 	 	 	 	 	 	 	 	End Press	 	 	[***]	*	 	 	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	Coil line	 	 	 	 	 	 	 	 	 	Coil line	 	 	 	 	 	Various	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	End Press	 	 	[***]	*	 	 	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	Coater	 	 	 	 	 	Various	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Coater	 	 	 	 	 	Various	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	End press	 	 	[***]	*	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Can line	 	 	[***]	*	 	 	[***]	*	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Can line	 	 	[***]	*	 	 	[***]	*	 	 	 	 
	Samoa
	 	Can line	 	 	[***]	*	 	 	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	Can line	 	 	[***]	*	 	 	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	Can line	 	 	[***]	*	 	 	[***]	*	 	 	 	 
	 
	 	Can line	 	 	[***]	*	 	 	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Can line	 	 	[***]	*	 	 	[***]	*	 	 	 	 
	 
	 	Can line	 	 	[***]	*	 	 	[***]	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Assets available for sale to Del
Monte relaive to 13.7	 	Assets available for sale to Del
Monte relaive to 13.7	 	Assets available for supply
continuation for 12 months and
assumes lease extension for the
same period	 	Assets available for supply
continuation for 12 months and
assumes lease extension for the
same period	 	Assets available for supply continuation for 12 months and
assumes lease extension for the
same period	 	Assets available for supply
continuation for 12 months and
assumes lease extension for the
same period








 




			
	*	 	CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




E-1









 










EXHIBIT F




SUPPLY AGREEMENT




[Incorporated by Reference to Exhibit 10.1 to a Current Report on Form 8-K




As Filed by Del Monte Foods Company on January 28, 2008]





F-1