exv10w5



 




Exhibit
10.5




EXECUTION COPY




SECURITY AGREEMENT SUPPLEMENT




May 19, 2006




Bank of America, N.A. (“Bank of America”),




   as the Administrative Agent for the




   Secured Parties referred to in the




   Credit Agreement referred to below




Del Monte Corporation



Ladies and Gentlemen:




          Reference is made to (i) the Credit Agreement dated as of February 8, 2005 (as amended,
amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Del Monte Corporation, a Delaware corporation, as the Borrower, Del Monte Foods
Company, a Delaware corporation, the Lenders party thereto, Bank of America, N.A. (“Bank of
America”), as administrative agent, swing line lender and l/c issuer, Morgan Stanley Senior
Funding, Inc., as syndication agent and JPMorgan Chase Bank, Harris Trust and Savings Bank and
Suntrust Bank, as co-documentation agents and (ii) the Security Agreement dated February 8, 2005
(as amended, amended and restated, supplemented or otherwise modified from time to time, the
“Security Agreement”) made by the Grantors from time to time party thereto in favor of Bank of
America, as Administrative Agent (together with any successor Administrative Agent appointed
pursuant to Article IX of the Credit Agreement, the “Administrative Agent”) for the Secured
Parties. Terms defined in the Credit Agreement or the Security Agreement and not otherwise defined
herein are used herein as defined in the Credit Agreement or the Security Agreement.




          SECTION 1. Grant of Security. Each of the undersigned hereby grants to the
Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in, all
of its right, title and interest in and to all of the Collateral of the undersigned (including,
without limitation, all accounts, inventory, equipment, general intangibles, investment property,
instruments, deposit accounts, chattel paper, commercial tort claims, documents, and proceeds of
the foregoing, but subject to the exclusions therefrom set forth in the Security Agreement) whether
now owned or hereafter acquired by the undersigned, wherever located and whether now or hereafter
existing or arising, including, without limitation, the property and assets of the undersigned set
forth on the attached supplemental schedules to the Schedules to the Security Agreement.




          SECTION 2. Security for Obligations. The grant of a security interest in, the
Collateral by the undersigned under this Security Agreement Supplement and the Security Agreement
secures the payment of all Obligations of the undersigned now or hereafter existing under or in
respect of the Loan Documents or the Secured Hedge Agreements, whether direct or indirect, absolute
or contingent, and whether for principal,




Security Agreement Supplement




 









 








 2



reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract
causes of action, costs, expenses or otherwise.




          SECTION 3. Supplements to Security Agreement Schedules. The undersigned has attached
hereto supplemental Schedules I through VIII to Schedules I through
VIII, respectively, to the Security Agreement, and the undersigned hereby certifies, as of
the date first above written, that such supplemental schedules are complete and correct in all
material respects.




          SECTION 4. Representations and Warranties. The undersigned hereby makes each
representation and warranty set forth in Section 8 of the Security Agreement (as
supplemented by the attached supplemental schedules) to the same extent as each other Grantor.




          SECTION 5. Obligations Under the Security Agreement. The undersigned hereby agrees,
as of the date first above written, to be bound as a Grantor by all of the terms and provisions of
the Security Agreement to the same extent as each of the other Grantors. The undersigned further
agrees, as of the date first above written, that each reference in the Security Agreement to an
“Additional Grantor” or a “Grantor” shall also mean and be a reference to the undersigned.




          SECTION 6. Governing Law. This Security Agreement Supplement shall be governed by,
and construed in accordance with, the laws of the State of New York.




[Signature Page Follows]




Security Agreement Supplement




 









 








EXECUTION COPY




	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	Address for Notices:	 	MEOW MIX HOLDINGS, INC.	 	 
	One Market @ The Landmark
	 	 	 	 	 	 
	San Francisco, CA 94105
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ THOMAS E. GIBBONS
 

Name: Thomas E. Gibbons
	 	 
	 

	 	 	 	Title: Vice President, Chief Financial	 	 
	 

	 	 	 	          Officer and Treasurer	 	 
	 
	 	 	 	 	 	 
	Address for Notices:	 	THE MEOW MIX COMPANY	 	 
	One Market @ The Landmark
	 	 	 	 	 	 
	San Francisco, CA 94105
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ THOMAS E. GIBBONS
 

Name: Thomas E. Gibbons
	 	 
	 

	 	 	 	Title: Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	Address for Notices:	 	MEOW MIX DECATUR PRODUCTION I LLC	 	 
	One Market @ The Landmark	 	By: The Meow Mix Company, its sole member	 	 
	San Francisco, CA 94105
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ THOMAS E. GIBBONS
 

Name: Thomas E. Gibbons
	 	 
	 

	 	 	 	Title: Vice President and Treasurer