Fourth Amendment to the Restated Del Monte Foods Brokerage Agreement



 Exhibit 10.18 

 

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. 


4th AMENDMENT 
 RESTATED DEL MONTE FOODS 
 RETAIL BROKERAGE AGREEMENT 

This Fourth Amendment (“4th Amendment”) dated August 11, 2011 shall amend
the Restated Del Monte Foods Retail Brokerage Agreement dated November 22, 2008 and subsequently amended on May 4, 2009, September 22, 2009, and on or around January 26, 2010 (the “Agreement”), by and
between Del Monte Corporation, a corporation with its main business office at One Market @ the Landmark, San Francisco, California 94105 (the “Client”) and Advantage Sales & Marketing LLC, a limited liability company
with its main business office at 18100 Von Karman Avenue, Suite 900, Irvine, CA 92612 (“Broker”). 

WHEREAS, the parties desire to amend the Agreement to (1) revise Attachment B-1B per edits attached, and
(2) revise Attachment B-2B per edits attached. 
 NOW, THEREFORE, in acknowledgement of good and valuable
consideration, the sufficiency of which is acknowledged, the parties agree to add to the Agreement as follows: 
  

	 	1.	Attachment B-1C: The parties agree to replace the current “Attachment B-1B” in its entirety with a new “Attachment B-1C” as contained
herein, effective May 1, 2010. 

  

	 	2.	Attachment B-2C: The parties agree to replace the current “Attachment B-2B” in its entirety with a new “Attachment B-2C” as contained
herein, effective May 1, 2010. 

  

	 	3.	 No Other Change: Except as modified by the 4th Amendment, the Agreement will remain in full force and
effect as set forth herein. 


 IN WITNESS WHEREOF, the parties hereto have
caused this 4th Amendment to be executed by their duly authorized representatives as of the date first above written. 
  

									
	ADVANTAGE SALES & MARKETING LLC	 		 	DEL MONTE CORPORATION
					
	By:	 	/s/ Chris Oliver	 		 	By:	 	/s/ Tim Cole
					
	Name:	 	Chris Oliver	 		 	Name:	 	Tim Cole
					
	Title:	 	President, Sales	 		 	Title:	 	Executive Vice President
					
	Date:	 	August 11, 2010	 		 	Date:	 	August 12, 2010








 ATTACHMENT B-1C 

DEL MONTE CORPORATION 
 RETAIL GROCERY BROKERAGE AGREEMENT 
 Applicable Brokerage
Rates/Classes of Trade/Other Compensation 
 Brokerage Commissions shall be computed where applicable on the billed sales to the
customers and classes of trade set forth below. Effective as of the Effective Date and subject to the exclusions set forth herein, Brokerage Commissions shall be paid at the commission rates set forth below applied to Client’s adjusted base
delivered price (see provision 2 of Agreement). Commission rates and/or other payments for services under this Agreement may be amended upon mutual agreement by the parties in writing. 

 

							
	A.    	  	 Del Monte Brands, Del Monte Pet Products (Retail), Seafood, College Inn Broth, Produce

(except as indicated on Schedule B-2)
	  	Applicable Base Brokerage Rate
				
		  	I.	  	Retail Grocery Customers	  	
		  		  	(Except Wal*Mart Super Center Retail – see below)	  	
		  		  	 •    Non-Produce
	  	[***]*
		  		  	 •    Produce (Excluding Hawaii)
	  	[***]*
		  		  	 •    Starkist SeaSation’s (frozen)(Thru 9/30/10)
	  	[***]*
				
		  	II.	  	Drug Stores (except as specifically indicated) (Excluding Long’s Drug)	  	[***]*
				
		  	III.	  	Dollar Stores (except as specifically indicated)	  	
		  		  	(Including Dollar Tree and Bargain Wholesale effective 8/25/08)	  	[***]*
				
		  	IV.	  	Convenience Stores (as specifically agreed)	  	[***]*
				
		  	V.	  	Administrative Support Customers (CVS Including Long’s Drug,	  	
		  		  	Walgreens, Rite Aid & Lowe’s)	  	[***]*
				
		  	VI.	  	All Channels: Hawaii (Including Long’s Drug)	  	[***]*
		  		  	 •    Including Produce
	  	
				
		  	VII.	  	Minor Mass	  	[***]*
				
		  	VIII.	  	Specialty Distributors	  	[***]*

 Bonuses, if applicable, shall be paid at rates mutually agreed upon by the
parties. 
 B.    Dedicated Retail Team. In addition to the brokerage rates set forth above,
Broker shall be paid a lump sum payment of $[***]* monthly for Dedicated Retail Team (DRT) services in the grocery channel. Services provided by the DRT shall consist of customary dedicated retail services including the following: 

Retail Distribution Management 
 New Product Distribution 
  

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







 Modular Integrity Oversight 

Retail Audits 

Retail Call Reporting (Date and Location of Retail Calls) 
 The DRT shall perform services for all Client customers in the grocery channel (including the national retailers directly serviced by Client (identified on Attachment C hereto) and those retail
grocery accounts managed by Louis F. Leeper Company), as defined in the agreed deployment model. 

C.    In-Store Execution/Reset Activity. Client shall pay to Broker a monthly payment for all grocery
channel in-store execution and reset activity based on (i) actual labor support supplied during a month (at Broker’s published retail service rates), and (ii) to the extent applicable, Client’s pro-rata share of customer charges
for in-store execution/reset activity. Broker in-store execution/reset activity shall be performed in accordance with plans and budgets approved in advance by Client. Broker shall submit a detailed invoice for in-store execution/reset activity to
Client by the fifteenth day of the month following the month in which such services were performed. All charges set forth in such invoice shall be substantiated by reasonable supporting documentation or records. Payment for In-Store Execution/Reset
Activity shall be capped at $[***]* per Client fiscal
year. Fixed budgets to include both Grocery Produce and Starkist SeaSations Reset and Surge fees. 
 D.    Other
Services. Broker shall perform such other services as specified by Client at rates and subject to terms mutually agreed to by Client and Broker. 
  

									
	E.    Wal*Mart Super Center and Division I Retail Coverage	  	
				
		  	1.	  	Retail Calls	  	
		  		  	(Covering Del Monte Brands, Pet Products,	  	
		  		  	Seafood, College Inn Broth and Produce)	  	
				
		  		  	- Frequency TBD by Del Monte	  	$[***]*
		  		  	Estimated length of average call at WMSC	  	[***]*.
		  		  	Estimated length of average call at Division I	  	[***]*.
		  		  	Estimated length of average call at Neighborhood Markets	  	[***]*.
				
		  	2.	  	Store Set Up	  	
		  		  	A.	  	- New Store	  	$[***]*
		  		  	B.	  	- Existing Stores	  	$[***]*


F.    Development Projects 
         As directed by Client and agreed to by Broker, to be paid on a per-project basis. 
 G.    Back Office Support Services 

        As mutually agreed by the parties. 
 H.    Exclusions: 
 Institutional (except for food
service items ordered by covered retail customers, as agreed by Client) 
 Government and Military 

Club 
 Private
Label 
 Vending 
 Food Ingredients 
 Export 

As set forth herein 







 ATTACHMENT B-2C 

Exclusions 
 DEL MONTE CORPORATION 
 RETAIL GROCERY BROKERAGE AGREEMENT 

Broker shall not receive brokerage commissions on sales of Client’s products to the following customers unless they are specifically designated on
Attachment C: 
  

			
	Direct Mass Merchandising	  	
		
	Wal*Mart	  	Sam’s
	Wal*Mart Super Center	  	Warehouse Club
	 (See WMSC Retail, Attach. B-1)
	  	Costco
	Wal*Mart Neighborhood Markets	  	Wholesale Depot
		  	BJ’s
		  	Max Club
		  	Price Mart
		
	National Retailers	  	Leeper Customers
		
	Kroger (Coordinated and West)	  	Those customers in the Pittsburgh/Cleveland
	Safeway	  	territory serviced by Louis F. Leeper Co.
	Publix	  	and its affiliates
	Delhaize	  	
	Meijer	  	
	HEB	  	
	K-Mart	  	
	
	Provided, however, that Broker shall be compensated as mutually agreed by the parties for back office support services provided to Client.
		
	Dollar Stores	  	
		
	Family Dollar	  	
	Big Lots	  	
	Grocery Outlet	  	
	Bargain Wholesale	  	
		
	Pet Specialty	  	
		
	PetCo	  	
	PetSmart	  	
	Pet Supplies Plus	  	
	Pet Supermarkets	  	
	Pet Specialty distributors	  	
		
	Produce	  	
	
	No commission payable with respect to those markets identified on Schedule B-2








 ATTACHMENT B-2C 

EXCLUDED PRODUCE MARKETS 

Oklahoma 
 Kansas City 

Chicago 
 Milwaukee 

Minneapolis 
 Nash Finch 

Newell 
 Buffalo 

Cleveland 
 Pittsburgh 

Salt Lake City 
 Phoenix 

Safeway 
 San Francisco 

San Francisco All Other 

EXCLUDED PRODUCE CUSTOMERS FROM “HQ” SALES COVERAGE 
 SuperValu 

	 	•	 	 Albertsons Inter-Mountain West (NW & Salt Lake) 



	 	•	 	 SV Quincy 


 Spokane Market


	 	•	 	 Spokane Produce Inc. (Spokane, WA) 


 Seattle Market 

	 	•	 	 Associated Grocers Produce (Seattle, WA) 



	 	•	 	 Charlie’s Produce (Seattle, WA) 


 Portland Market 

	 	•	 	 Fred Meyer Inc. 



	 	•	 	 Unified Western Grocers (Modesto, CA) 



	 	•	 	 Winco Foods Inc.