exv10w4



 




Exhibit
10.4



EXECUTION COPY




GUARANTY SUPPLEMENT




May 19, 2006




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

as the Administrative Agent under the

Credit Agreement referred to below




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 (the “Borrower”),

Del Monte Foods Company, a Delaware corporation (“Holdings”),

Bank of America, N.A. as Administrative Agent,

Swing Line Lender and L/C Issuer, the other Lenders party thereto,

Morgan Stanley Senior Funding Inc., as Syndication Agent,

JPMorgan Chase Bank, N.A., Harris Trust and Savings Bank and Suntrust Bank,

as Co-Documentation Agents and Banc of America Securities LLC and

Morgan Stanley Senior Funding Inc., as Joint Lead Arrangers

and Joint Book Managers.



Ladies and Gentlemen:




          Reference is made to the above-captioned Credit Agreement and to the Subsidiary Guaranty
referred to therein (such Subsidiary Guaranty, as in effect on the date hereof and as it may
hereafter be amended, supplemented or otherwise modified from time to time, together with this
Guaranty Supplement, being the “Subsidiary Guaranty”). The capitalized terms defined in the
Subsidiary Guaranty or in the Credit Agreement and not otherwise defined herein are used herein as
therein defined.




          Section 1. Guaranty; Limitation of Liability. (a) Each of the undersigned hereby
absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at
scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise,
of all Obligations of each other Loan Party or Guarantor now or hereafter existing under or in
respect of the Loan Documents (including, without limitation, any extensions, modifications,
substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct
or indirect, absolute or contingent, and whether for principal, interest, premium, fees,
indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the
“Guaranteed Obligations”), and agrees to pay any and all reasonable expenses (including, without
limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured
Party in enforcing any rights under this Guaranty Supplement, the Subsidiary Guaranty or any other
Loan Document to the extent such Secured Party is entitled to reimbursement of any such expenses by
any Loan Party or Guarantor. Without limiting the generality of the foregoing, each of the
undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed
Obligations and would be owed by any other Loan Party or Guarantor to any Secured Party under or in
respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to
the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan
Party or Guarantor.




 









 








          (b) Each of the undersigned, and by its acceptance of this Guaranty Supplement, the
Administrative Agent and each other Secured Party, hereby confirms that it is the intention of all
such Persons that this Guaranty Supplement, the Subsidiary Guaranty and the Obligations of each of
the undersigned hereunder and thereunder not constitute a fraudulent transfer or conveyance for
purposes of the Bankruptcy Code of the United States, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent
applicable to this Guaranty Supplement, the Subsidiary Guaranty and the Obligations of the
undersigned hereunder and thereunder. To effectuate the foregoing intention, the Administrative
Agent, the other Secured Parties and each of the undersigned hereby irrevocably agree that the
Obligations of each of the undersigned under this Guaranty Supplement and the Subsidiary Guaranty
at any time shall be limited to the maximum amount as will result in the Obligations of each of the
undersigned under this Guaranty Supplement and the Subsidiary Guaranty not constituting a
fraudulent transfer or conveyance.




          (c) Each of the undersigned hereby unconditionally and irrevocably agrees that in the event
any payment shall be required to be made to any Secured Party under this Guaranty Supplement, the
Subsidiary Guaranty or the Guaranty of Holdings contained in the Credit Agreement, as the case may
be, or any other guaranty, each of the undersigned will contribute, to the maximum extent permitted
by applicable law, such amounts to each other Guarantor and each other guarantor so as to maximize
the aggregate amount paid to the Secured Parties under or in respect of the Loan Documents.




          Section 2. Obligations Under the Guaranty. Each of the undersigned hereby agrees, as
of the date first above written, to be bound as a Guarantor by all of the terms and conditions of
the Subsidiary Guaranty to the same extent as each of the other Guarantors thereunder. Each of the
undersigned further agrees, as of the date first above written, that each reference in the
Subsidiary Guaranty to an “Additional Guarantor” or a “Guarantor” shall also mean and be a
reference to such undersigned, and each reference in any other Loan Document to a “Subsidiary
Guarantor” or a “Loan Party” shall also mean and be a reference to such undersigned.




          Section 3. Representations and Warranties. Each of the undersigned hereby, with
respect to itself, makes each representation and warranty set forth in Section 6 of the
Subsidiary Guaranty to the same extent as each other Guarantor.




          Section 4. Delivery by Telecopier. Delivery of an executed counterpart of a signature
page to this Guaranty Supplement by telecopier shall be effective as delivery of an original
executed counterpart of this Guaranty Supplement.




          Section 5. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAW OF
THE STATE OF NEW YORK; PROVIDED THAT THE SECURED PARTIES SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL LAW.




          (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE




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SOUTHERN
DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE GUARANTOR CONSENTS, FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS. THE
GUARANTOR IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED
ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED
HERETO. THE GUARANTOR WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH
MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.




          Section 6. Waiver of Jury Trial. THE GUARANTOR WAIVES ITS RESPECTIVE RIGHTS TO A
TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS
GUARANTY, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY
ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER
PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT
CLAIMS, TORT CLAIMS OR OTHERWISE. THE GUARANTOR AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION
SHALL BE TRIED BY A COURT WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, EACH GUARANTOR FURTHER
AGREES THAT ITS RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO
ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE
VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR
THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENT, RENEWAL, SUPPLEMENT OR MODIFICATION
TO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS.




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EXECUTION COPY




          IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty to be duly executed and
delivered by its officer thereunto duly authorized as of the date first above written.




	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	MEOW MIX HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ THOMAS E. GIBBONS
 

Thomas E. Gibbons
	 	 
	 

	 	Title:
	 	Vice President, Chief Financial
Officer and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	THE MEOW MIX COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ THOMAS E. GIBBONS
 

Thomas E. Gibbons
	 	 
	 

	 	Title:
	 	 Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	MEOW MIX DECATUR PRODUCTION I, LLC	 	 
	 	 	By: The Meow Mix Company,
its sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ THOMAS E. GIBBONS
 

Thomas E. Gibbons
	 	 
	 

	 	Title:
	 	 Vice President and Treasurer	 	 






Guaranty Supplement — Signature Page