Placement Agreement



 Exhibit 10.15 
  
 EXECUTION COPY 
  
 $250,000,000 
  
 DEL MONTE CORPORATION 
  
 63⁄4% SENIOR SUBORDINATED NOTES DUE 2015 
  
 PLACEMENT AGREEMENT 
  
 January 25, 2005








 January 25, 2005 
  
 Morgan Stanley & Co. Incorporated 
 Banc of America Securities LLC

 Lehman Brothers Inc. 
 J.P. Morgan Securities Inc. 

			
	c/o	 	Morgan Stanley & Co. Incorporated
	 	 	1585 Broadway
	 	 	New York, New York 10036

  
 Dear Sirs and Mesdames: 
  
 Del Monte Corporation, a Delaware corporation (the
“Company”), proposes to sell to the several purchasers named in Schedule I hereto (the “Placement Agents”) an aggregate of $250,000,000 principal amount of the Company’s 63⁄4% Senior Subordinated Notes due
2015 (the “Securities”) to be issued pursuant to the provisions of an Indenture to be dated on or about February 8, 2005 (the “Indenture”) among the Company, Del Monte Foods Company, a Delaware corporation
(“Holdings”), the Guarantors (as defined below), and Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”). In connection with the sale of the Securities to the Placement Agents, the Company and Holdings
will enter into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Placement Agents, substantially in the form attached hereto as Exhibit A. 
  
 The Securities will be guaranteed by (1) Holdings, (2) the subsidiaries of the Company listed in Schedule II herein (the
“Company Subsidiary Guarantors”), (3) any subsidiary of the Company formed or acquired after the Closing Date (as defined in Section 4 hereof) that executes an additional guarantee in accordance with the terms of the Indenture and
(4) the respective successors and assigns of the entities referred to in (1), (2) and (3) above (the entities referred to in (1), (2), (3) and (4) above, collectively, the “Guarantors”) pursuant to their guarantees (the
“Guarantees”). 
  
 The Securities will be offered
without being registered under the Securities Act of 1933, as amended (the “Securities Act”), to qualified institutional buyers in compliance with the exemption from registration provided by Rule 144A under the Securities Act and in
offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). 
  
 In connection with the sale of the Securities, the Company has prepared a preliminary offering memorandum (the “Preliminary Memorandum”)
and will prepare a final offering memorandum to be used by the Placement Agents to confirm sales of the Securities (the “Final Memorandum” and, with the Preliminary Memorandum, each a “Memorandum”), including or
incorporating by reference a description of the terms of the Securities, the terms of the offering and a description of the Company and Holdings. As used herein, the term “Memorandum” shall include in each case the documents incorporated
by reference therein and shall include amendments and supplements thereto. The terms “supplement”, “amendment” and “amend” as used herein with respect to a Memorandum shall include all documents
incorporated by reference in the Preliminary Memorandum or Final Memorandum, as the case may be, that are filed by Holdings with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of
1934, as amended (the “Exchange Act”) subsequent to the date of such Memorandum until all of the Securities have been sold. 
  

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 1. Representations and Warranties of the Company and Holdings. The Company and Holdings, jointly
and severally, represent and warrant to, and agree with, you that: 
  
 (a) (i) Each document, if any, filed or to be filed by Holdings pursuant to the Exchange Act and incorporated or deemed to be incorporated by reference in either Memorandum complied or will comply when so filed in all
material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and (ii) the Preliminary Memorandum at its date did not contain, and the Final Memorandum at its date and on the Closing Date will not
contain, any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties
set forth in this paragraph do not apply to statements or omissions in either Memorandum based upon information relating to any Placement Agent that is furnished to Holdings or the Company in writing by such Placement Agent expressly for use
therein. 
  
 (b) Each of the Company and Holdings
has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in each
Memorandum and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be
so qualified or be in good standing would not have a material adverse effect on Holdings, the Company and each of their direct and indirect subsidiaries, taken together as a whole (“Material Adverse Effect”). As of the date hereof,
Holdings does not have any direct subsidiaries other than the Company, and on the Closing Date, Holdings will not have any direct subsidiaries other than the Company. 
  
 (c) Each material subsidiary of the Company (the “Company Subsidiaries”) has been duly
incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in each Memorandum and is
duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be
in good standing would not have a Material Adverse Effect; all of the issued shares of capital stock of the Company and each Company Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and are owned
directly or indirectly by the Company or Holdings, as the case may be, free and clear of all liens, encumbrances, equities or claims, except to the extent that the shares of capital stock of the Company and each Company Subsidiary secure or will
secure obligations under the Company’s Credit Agreement (as defined in the Indenture). 
  

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 (d) This Agreement has been duly authorized, executed and delivered by the Company and
Holdings. 
  
 (e) The Securities have been duly
authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Placement Agents in accordance with the terms of this Agreement, will be valid and binding
obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity, and will be entitled to the benefits of
the Indenture. 
  
 (f) On or prior to the Closing
Date, the Guarantees by Holdings and the Company Subsidiary Guarantors will be duly authorized and, when such Guarantees and the Securities have been executed and assuming the Securities have been authenticated, all in accordance with the provisions
of the Indenture, and the Securities have been delivered to and paid for by the Placement Agents in accordance with the terms of this Agreement, the Guarantees by Holdings and the Company Subsidiary Guarantors will be valid and binding obligations
of Holdings and each Company Subsidiary Guarantor, as the case may be, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of
equity, and will be entitled to the benefits of the Indenture. 
  
 (g) On or prior to the Closing Date, (i) the Indenture will be duly authorized, executed and delivered by, and will be a valid and binding agreement of, the Company, Holdings and each Company Subsidiary Guarantor,
enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity; and (ii) the Registration Rights Agreement will be duly authorized,
executed and delivered by, and will be a valid and binding agreement of, the Company, Holdings and each Company Subsidiary Guarantor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting
creditors’ rights generally and general principles of equity and except as rights to indemnification and contribution under the Registration Rights Agreement may be limited by applicable law. 
  
 (h) The execution and delivery by the Company, Holdings and
each Company Subsidiary Guarantor of, and the performance by the Company, Holdings and each Company Subsidiary Guarantor of its respective obligations under, this Agreement, the Indenture, the Registration Rights Agreement, the Guarantees and the
Securities (collectively, the “Transaction Documents”) to which it is a party will not contravene any provision of applicable law or the certificate of incorporation or by-laws of the Company, Holdings or such Company Subsidiary
Guarantor, as the case may be, or any agreement or other instrument binding upon the Company, Holdings or any of the Company Subsidiaries, the contravention of which agreement or instrument would be expected to have a Material Adverse Effect, or any
judgment, order or decree of any governmental body, agency or court having jurisdiction over Holdings, the Company or any of the Company Subsidiaries, as the case may be, the contravention of which judgment, order or decree would be expected to have
a Material Adverse Effect, and no 
  

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 consent, approval, authorization or order of, or qualification with, any governmental body or agency is
required for the performance by the Company, Holdings or such Company Subsidiary Guarantor of its respective obligations under the Transaction Documents to which it is a party, except (A) as already have been obtained and (B) such as may be required
by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Securities or (C) such as may be required under the Securities Act in connection with the performance by the Company and Holdings of their
obligations under the Registration Rights Agreement. 
  
 (i) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of Holdings, the Company and
the Company Subsidiaries, taken together as a whole, from that set forth in the Memorandum. 
  
 (j) There are no legal or governmental proceedings pending or, to the knowledge of the Company and Holdings, threatened to which Holdings,
the Company or any of the Company Subsidiaries is a party or to which any of the properties of Holdings, the Company or any of the Company Subsidiaries is subject, other than proceedings described in the Memorandum or any proceedings that would not
have (i) a Material Adverse Effect or (ii) a material adverse effect on the power or ability of the Company, Holdings and each Company Subsidiary Guarantor to perform its respective obligations under the Transaction Documents to which it is a party
or to consummate the transactions contemplated by the Memorandum. 
  
 (k) The Company, Holdings and the Company Subsidiaries (i) are in compliance with all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct
their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals
or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a Material Adverse Effect or as described in the Memorandum. 
  
 (l) There are no costs or liabilities associated with
Environmental Laws (including, without limitation, any capital or operating expenditures required for cleanup, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating
activities and any potential liabilities to third parties) which would, singly or in the aggregate, have a Material Adverse Effect, except as described in the Memorandum. 
  
 (m) The Company, Holdings and the Company Subsidiaries are in compliance with all laws, ordinances or
regulations of any governmental authority applicable to any of them or their respective operations, except where such noncompliance would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect or as described in
the Memorandum. 
  

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 (n) None of Holdings, the Company or any Company Subsidiary Guarantor is, and after
giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Final Memorandum, none of Holdings, the Company or any Company Subsidiary Guarantor will be required to register as, an
“investment company” as such term is defined in the Investment Company Act of 1940, as amended. 
  
 (o) None of the Company, Holdings, the Company Subsidiary Guarantors or their respective affiliates (as defined in Rule 501(b) of
Regulation D under the Securities Act, an “Affiliate”) has directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act)
that is or will be integrated with the sale of the Securities or the Guarantees in a manner that would require the registration under the Securities Act of the Securities or the Guarantees or (ii) engaged in any form of general solicitation or
general advertising (as those terms are used in Regulation D under the Securities Act) in connection with the offering of the Securities or the Guarantees or in any manner involving a public offering within the meaning of Section 4(2) of the
Securities Act. 
  
 (p) None of the Company,
Holdings, the Company Subsidiary Guarantors or their respective Affiliates or any person acting on its or their behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities or
the Guarantees, and the Company, Holdings, the Company Subsidiary Guarantors and their respective Affiliates and, to the knowledge of Holdings and the Company, any person acting on its or their behalf have complied and will comply with the offering
restrictions requirement of Regulation S. 
  
 (q)
Assuming the accuracy of the representations and warranties and the performance of the agreements of the Placement Agents contained in this Agreement, it is not necessary in connection with the offer, sale and delivery of the Securities or the
Guarantees to the Placement Agents in the manner contemplated by this Agreement to register the Securities or the Guarantees under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the “Trust
Indenture Act”). 
  
 (r) The Securities
and the Guarantees satisfy the requirements set forth in Rule 144A(d)(3) under the Securities Act. 
  
 (s) Subsequent to the respective dates as of which information is given in the Memorandum, (1) none of Holdings, the Company nor any of
the Company Subsidiaries has incurred any liability or obligation, direct or contingent, or entered into any transaction not in the ordinary course of business, in either case that is material to Holdings, the Company and their direct and indirect
subsidiaries, taken together as a whole; (2) neither the Company nor Holdings has purchased any of its outstanding capital stock, or declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary
and customary dividends; and (3) there has not been any 
  

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 material adverse change in the capital stock, short-term debt or long-term debt of Holdings, the Company
or the Company Subsidiaries, except in each case as described in the Memorandum. 
  
 (t) None of the Company, Holdings or any of the Company Subsidiaries is a party to or bound by any non-competition agreement or any other
agreement or obligation that materially limits or will materially limit the Company, Holdings or any of the Company Subsidiaries from engaging in their respective businesses, except as would not reasonably be expected to have a Material Adverse
Effect or as described in the Memorandum. 
  
 (u)
Holdings, the Company and the Company Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that is material to the business of Holdings, the Company and
the Company Subsidiaries, taken together as a whole, in each case free and clear of all liens, encumbrances and defects, except such as are described in the Memorandum or such as do not materially affect the value of such property and do not
materially interfere with the use made and currently proposed to be made of such property by Holdings, the Company and the Company Subsidiaries. Any real property and buildings held under lease by Holdings, the Company or the Company Subsidiaries
are held by them under valid, subsisting and enforceable leases, except as are not material and do not interfere with the use made and currently proposed to be made of such property and buildings by Holdings, the Company or the Company Subsidiaries
and except as described in the Memorandum. 
  
 (v) Except as described in the Memorandum, Holdings, the Company and the Company Subsidiaries own or possess, or can acquire on reasonable terms, all material patents, patent rights, licenses, inventions, copyrights, know-how (including
trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names currently employed by them in connection with the business now operated by them. None
of Holdings, the Company or any of the Company Subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would result in a Material Adverse Effect, except as described in the Memorandum. 
  
 (w) No labor dispute with the employees of Holdings, the Company or any of the Company Subsidiaries exists that is material to Holdings,
the Company and their direct and indirect subsidiaries, taken together as a whole, except as described in the Memorandum, or, to the knowledge of Holdings, the Company or any of the Company Subsidiaries, is imminent. None of Holdings, the Company or
any of the Company Subsidiaries is aware of any existing, threatened or imminent labor disturbance by the employees of any of its or their principal suppliers, manufacturers or contractors that would result in a Material Adverse Effect. 

 
 (x) Holdings, the Company and each of the Company
Subsidiaries are insured by insurers believed by Holdings and the Company to be of recognized financial 
  

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 responsibility against such losses and risks and in such amounts as are believed to be reasonable for the
businesses in which they are engaged; none of Holdings, the Company or any of the Company Subsidiaries has been refused any insurance coverage sought or applied for; and none of Holdings, the Company or any of the Company Subsidiaries has any reason
to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain substantially similar coverage from substantially similar insurers as may be necessary to continue its business at a cost
that would not have a Material Adverse Effect, except in each case as described in the Memorandum. 
  
 (y) Holdings, the Company and the Company Subsidiaries possess all certificates, authorizations and permits issued by the appropriate
federal, state or foreign authorities necessary to conduct their respective businesses, except to the extent that the failure to possess such certificates, authorizations or permits would not have a Material Adverse Effect. None of Holdings, the
Company or any of the Company Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would have a Material Adverse Effect, except as described in the Memorandum. 
  
 (z) Holdings, the Company and each of the Company Subsidiaries maintain a system of internal accounting controls sufficient to provide
reasonable assurance that (1) transactions are executed in accordance with management’s general or specific authorizations; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain asset accountability; (3) access to assets is permitted only in accordance with management’s general or specific authorization; and (4) the recorded accountability for assets is compared with the
existing assets at reasonable intervals and appropriate action is taken with respect to any differences. 
  
 2. Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Placement Agents, and each Placement Agent, upon the basis of
the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth in Schedule I hereto
opposite its name at a purchase price of 98.00% of the principal amount thereof. 
  
 The Company and Holdings hereby agree that, without the prior written consent of Morgan Stanley & Co. Incorporated on behalf of the Placement Agents, they will not, and the Company and Holdings will cause the
Company Subsidiary Guarantors to not, during the period beginning on the date hereof and continuing through and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt securities of the Company or any Guarantor or
warrants to purchase debt securities of the Company or any Guarantor substantially similar to the Securities (other than the sale of the Securities under this Agreement). 
  
 3. Terms of Offering. You have advised the Company that the Placement Agents will make an offering of the Securities
purchased by the Placement Agents hereunder on the terms set forth in the Final Memorandum, as soon as practicable after this Agreement is entered into as in your judgment is advisable. 
  

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 4. Payment and Delivery. Payment for the Securities shall be made to the Company in Federal or
other funds immediately available in New York City against delivery of such Securities for the respective accounts of the several Placement Agents at 10:00 a.m., New York City time, on February 8, 2005, or at such other time on the same or such
other date, not later than February 22, 2005, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” 
  
 Certificates for the Securities shall be in definitive form or global form,
as specified by you, and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The certificates evidencing the Securities shall be delivered to you
on the Closing Date for the respective accounts of the several Placement Agents, with any transfer taxes payable in connection with the transfer of the Securities to the Placement Agents duly paid by Holdings or the Company. 
  
 5. Conditions to the Placement Agents’ Obligations. The several
obligations of the Placement Agents to purchase and pay for the Securities on the Closing Date are subject to the following conditions (any of which may be waived by the Placement Agents in writing): 
  
 (a) Subsequent to the execution and delivery of this
Agreement and prior to the Closing Date: 
  
 (i)
there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded
the Company and Holdings, taken individually or taken together, or any of the Company’s or Holdings’ securities by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule
436(g)(2) under the Securities Act; and 
  
 (ii)
there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of Holdings, the Company and the Company Subsidiaries, taken together
as a whole, from that set forth in the Final Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable
to market the Securities on the terms and in the manner contemplated in the Final Memorandum. 
  
 (b) The Placement Agents shall have received on the Closing Date a certificate, dated the Closing Date and signed by either two executive
officers or an executive officer and an assistant treasurer of each of the Company and Holdings, to the effect set forth in Section 5(a)(i) and to the effect that the representations and warranties of the Company and Holdings contained in this
Agreement are true and correct as of the Closing Date and that the Company and Holdings have complied in all material respects 
  

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 with all of the agreements and satisfied all of the conditions on their part to be performed or satisfied
hereunder on or before the Closing Date. The officers signing and delivering such certificate may rely upon the best of their knowledge as to proceedings threatened. 
  
 (c) The Placement Agents shall have received on the Closing Date an opinion of Gibson, Dunn & Crutcher
LLP, outside counsel for the Company and Holdings, dated the Closing Date, to the effect set forth in Exhibit B. Such opinion shall be rendered to the Placement Agents at the request of the Company and shall so state therein. 
  
 (d) The Placement Agents shall have received on the Closing
Date an opinion of James Potter, General Counsel of Holdings, dated the Closing Date, to the effect set forth in Exhibit C. Such opinion shall be rendered to the Placement Agents at the request of Holdings and shall so state therein. 
  
 (e) The Placement Agents shall have received on the Closing
Date an opinion of Shearman & Sterling LLP, counsel for the Placement Agents, dated the Closing Date, in form and substance reasonably satisfactory to the Placement Agents. 
  
 (f) The Placement Agents shall have received on each of (i) the date not later than the date the Final
Memorandum is furnished to the Placement Agents pursuant to Section 6(a) hereof and (ii) the Closing Date a letter, dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Placement Agents, from KPMG
LLP, an independent registered public accounting firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain
financial information of the Company and Holdings contained in or incorporated by reference into the Final Memorandum; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date
hereof. 
  
 (g) The Placement Agents shall have
received on each of (i) the date not later than the date the Final Memorandum is furnished to the Placement Agents pursuant to Section 6(a) hereof and (ii) the Closing Date a letter, dated the date hereof or of the Closing Date, as the case may be,
in form and substance satisfactory to the Placement Agents, from PricewaterhouseCoopers LLP, an independent registered public accounting firm, containing statements and information of the type ordinarily included in accountants’ “comfort
letters” to underwriters with respect to the financial statements and certain financial information of the Company contained in or incorporated by reference into the Final Memorandum. 
  
 (h) The Placement Agents shall have received on each of the
date hereof and the Closing Date a certificate, dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Placement Agents, from the Company, signed by the principal financial or accounting officer of
or for the Company, to the effect that the signer of such certificate has performed (or members of his or her staff acting under his or her supervision have performed) certain specified procedures as a result of which such signer has determined that
certain numerical and statistical information set forth in the Final Memorandum, specified by the Placement Agents, has been derived from, and agrees with, the records of the Company. 
  

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 (i) The issuance of the Securities will not cause a default or event of default under the
Credit Agreement (as defined in the Indenture). 
  
 (j) Concurrently with the Closing Date, the Company and the Guarantors shall have executed and delivered the Indenture to the Trustee. 
  
 (k) The Placement Agents shall have received signed counterparts of the Registration Rights Agreement. 
  
 6. Covenants of the Company and Holdings. In further consideration of
the agreements of the Placement Agents contained in this Agreement, the Company and Holdings covenant with each Placement Agent as follows: 
  
 (a) To furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the third business day prior to the
Closing Date and during the period mentioned in Section 6(c), as many copies of the Final Memorandum, any documents incorporated by reference therein and any supplements and amendments thereto as you may reasonably request. 
  
 (b) Before amending or supplementing either Memorandum, to
furnish to you a copy of each such proposed amendment or supplement and not to use any such proposed amendment or supplement to which you reasonably object. 
  
 (c) If, during such period after the date hereof and prior to the date on which all of the Securities shall have been sold by the
Placement Agents, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Memorandum in order to make the statements therein, in the light of the circumstances when the Final Memorandum is
delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Placement Agents, it is necessary to amend or supplement the Final Memorandum to comply with applicable law, forthwith to prepare and furnish to the Placement Agents,
either amendments or supplements to the Final Memorandum so that the statements in the Final Memorandum as so amended or supplemented will not, in the light of the circumstances when the Final Memorandum is delivered to a purchaser, be misleading or
so that the Final Memorandum, as amended or supplemented, will comply with applicable law. 
  
 (d) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall
reasonably request. 
  
 (e) Whether or not the
transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its respective obligations under this Agreement, including: (i) the fees,
disbursements and expenses of its respective counsel and respective accountants in connection with the issuance and sale of the Securities and all other fees or 
  


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 expenses in connection with the preparation of each Memorandum and all amendments and supplements
thereto, including all printing costs associated therewith, and the delivering of copies thereof to the Placement Agents, in the quantities herein above specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to
the Placement Agents, including any transfer or other taxes payable thereon (other than as set forth in Section 4), (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the
Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(d) hereof, including filing fees and the reasonable fees and
disbursements of counsel for the Placement Agents in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) any fees charged by rating agencies for the rating of the Securities, (v) the fees and
expenses, if any, incurred in connection with the admission of the Securities for trading in PORTAL or any appropriate market system, (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary, (vii) the cost of the
preparation, issuance and delivery of the Securities, (viii) the costs and expenses of the Company and Holdings relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the
Securities, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company,
travel and lodging expenses of the representatives and officers of the Company and Holdings and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (ix) all other cost and expenses incident to the
performance of the obligations of the Company and Holdings hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 8, and the last paragraph of Section 10, the
Placement Agents will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.

  
 (f) None of the Company, any Guarantor or any
of their respective Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) which could be integrated with the sale of the Securities or the Guarantees in a
manner which would require the registration under the Securities Act of the Securities or the Guarantees. 
  
 (g) Not to solicit any offer to buy or offer or sell the Securities or the Guarantees by means of any form of general solicitation or
general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. 
  
 (h) While any of the Securities or the Guarantees endorsed
thereon remain “restricted securities” within the meaning of the Securities Act, to make available, upon request, to any seller or holder of such Securities or any prospective purchaser designated by such seller or holder the information
specified in Rule 144A(d)(4) under the Securities Act, unless Holdings is then subject to Section 13 or 15(d) of the Exchange Act. 
  

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 (i) If requested by you, to use its reasonable best efforts to permit the Securities to
be designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in the PORTAL Market. 
  
 (j) None of the Company, its Affiliates or any person acting on its or their behalf (other than the
Placement Agents) will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Securities or the Guarantees, and the Company and its Affiliates and each person acting on its or their behalf (other than
the Placement Agents) will comply with the offering restrictions requirement of Regulation S. 
  
 (k) During the period of two years after the Closing Date, the Company and Holdings will not, and will not permit any of their respective
“affiliates” (as defined in Rule 144 under the Securities Act) to resell any of the Securities which constitute “restricted securities” under Rule 144 that have been reacquired by any of them. 
  
 (l) Not to take any action prohibited by Regulation M under
the Exchange Act in connection with the distribution of the Securities contemplated hereby. 
  
 7. Offering of Securities; Restrictions on Transfer. 
  
 (a) Each Placement Agent, severally and not jointly, represents and warrants that such Placement Agent is a qualified institutional buyer
as defined in Rule 144A under the Securities Act (a “QIB”). Each Placement Agent, severally and not jointly, agrees with the Company that (i) it will not solicit offers for, or offer or sell, such Securities or Guarantees by
any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act and (ii) it will solicit
offers for such Securities only from, and will offer such Securities only to, persons that it reasonably believes to be (A) in the case of offers inside the United States, QIBs and (B) in the case of offers outside the United States, to persons
other than U.S. persons (“foreign purchasers,” which term shall include dealers or other professional fiduciaries organized in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or
trust)) in reliance upon Regulation S under the Securities Act that, in each case, in purchasing such Securities are deemed to have represented and agreed as provided in the Final Memorandum under the caption “Transfer Restrictions”. As
used in this Section 7(a), the terms “United States” and “U.S. person” have the meanings set forth in Regulation S under the Securities Act. 
  


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 (b) Each Placement Agent, severally and not jointly, represents, warrants, and agrees
with respect to offers and sales outside the United States that: 
  
 (i) such Placement Agent understands that no action has been or will be taken in any jurisdiction by Holdings or the Company that would permit a public offering of the Securities or the Guarantees, or possession or
distribution of either Memorandum or any other offering or publicity material relating to the Securities or the Guarantees, in any country or jurisdiction where action for that purpose is required; 
  
 (ii) such Placement Agent will comply with all applicable
laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or Guarantees or has in its possession or distributes either Memorandum or any such other material, in all cases at its own expense; 
  
 (iii) the Securities and the Guarantees have not been
registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A or Regulation S under the Securities Act or pursuant to another
exemption from the registration requirements of the Securities Act; 
  
 (iv) such Placement Agent has offered the Securities and the Guarantees and will offer and sell the Securities and the Guarantees (A) as part of their distribution at any time and (B) otherwise until 40 days after the
later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 of Regulation S or as otherwise permitted in Section 7(a); accordingly, neither such Placement Agent, its Affiliates nor any persons acting on its or
their behalf have engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities or the Guarantees, and any such Placement Agent, its Affiliates and any such persons have complied and will
comply with the offering restrictions requirement of Regulation S; 
  
 (v) such Placement Agent has (A) not offered or sold and, prior to the date six months after the Closing Date, will not offer or sell any Securities to persons in the United Kingdom except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in
the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended, (B) complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with
respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom, and (C) only communicated or caused to be communicated any invitation or inducement to engage in investment activity (within the meaning
of section 21 of the FSMA) received by it in connection with the issue or sale of the Securities in circumstances in which section 21(1) of the FSMA does not apply to the Company; 
  
 (vi) such Placement Agent understands that the Securities and the Guarantees have not been and will not be
registered under the Securities and 
  

 14 








 Exchange Law of Japan, and represents that it has not offered or sold, and agrees not to offer or sell,
directly or indirectly, any Securities or Guarantees in Japan or for the account of any resident thereof except pursuant to any exemption from the registration requirements of the Securities and Exchange Law of Japan and otherwise in compliance with
applicable provisions of Japanese law; and 
  
 (vii) such Placement Agent agrees that, at or prior to confirmation of sales of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from
it during the restricted period a confirmation or notice to substantially the following effect: 
  
 “The securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered
and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in
either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S.” 
  
 Except when the context otherwise requires, terms used in this Section 7(b) have the meanings given to them by Regulation S.

  
 8. Indemnity and Contribution. (a) The Company and
Holdings jointly and severally agree to indemnify and hold harmless each Placement Agent, each person, if any, who controls any Placement Agent within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each
affiliate of any Placement Agent within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in
connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in either Memorandum (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, except insofar
as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Placement Agent that is furnished to Holdings or the Company in writing
by such Placement Agent expressly for use therein. 
  
 (b) Each Placement Agent agrees, severally and not jointly, to indemnify and hold harmless Holdings, the Company, their respective directors and officers and each person, if any, who controls Holdings or the Company within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from Holdings and the Company to such Placement Agent, but only with reference to information relating to such Placement Agent
that is furnished to Holdings or the Company in writing by such Placement Agent expressly for use in either Memorandum or any amendments or supplements thereto. 
  


 15 








 (c) In case any proceeding (including any governmental investigation) shall be instituted
involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the
“indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the
fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such
proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.
It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than
one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by Morgan Stanley & Co.
Incorporated, in the case of parties indemnified pursuant to Section 8(a), and by the Company, in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second
and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 90 days after receipt by such
indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless
such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. 
  
 (d) To the extent the indemnification provided for in Section 8(a) or 8(b) is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative 
  

 16 








 benefits received by the Company and Holdings on the one hand and the Placement Agents on the other hand
from the offering of the Securities or (ii) if the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but
also the relative fault of the Company and Holdings on the one hand and of the Placement Agents on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative benefits received by the Company and Holdings on the one hand and the Placement Agents on the other hand in connection with the offering of the Securities shall be deemed to be in the same
respective proportions as the net proceeds from the offering of the Securities (before deducting expenses) received by the Company and the total discounts and commissions received by the Placement Agents, in each case as set forth in the Final
Memorandum, bear to the aggregate offering price of the Securities. The relative fault of the Company and Holdings on the one hand and of the Placement Agents on the other hand shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and Holdings or by the Placement Agents and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission. The Placement Agents’ respective obligations to contribute pursuant to this Section 8 are several in proportion to the respective
principal amount of Securities they have purchased hereunder, and not joint. 
  
 (e) The parties agree that it would not be just or equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Placement Agents were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in Section 8(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 8, no Placement Agent shall be required to contribute any amount in excess of the amount by which the total price at which the Securities resold by it in the initial placement of such
Securities were offered to investors exceeds the amount of any damages that such Placement Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 8
are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. 
  
 (f) The indemnity and contribution provisions contained in this Section 8 and the representations, warranties and other statements of the
Company and Holdings contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of 
  

 17 








 any Placement Agent, any person controlling any Placement Agent or any affiliate of any Placement Agent
or by or on behalf of the Company, Holdings, their respective officers or directors or any person controlling the Company or Holdings and (iii) acceptance of and payment for any of the Securities. 
  
 9. Termination. The Placement Agents may terminate this Agreement by
notice given by you to the Company and Holdings, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New
York Stock Exchange, the American Stock Exchange, the Nasdaq National Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any securities of the Company or Holdings shall have
been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) any moratorium on commercial banking activities
shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in your judgment, is material and
adverse and which, singly or together with any other event specified in this clause (v), makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner
contemplated in the Final Memorandum. 
  
 10. Effectiveness;
Defaulting Placement Agents. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 
  
 If, on the Closing Date, any one or more of the Placement Agents shall fail or refuse to purchase Securities that it or they have agreed to purchase
hereunder on such date, and the aggregate principal amount of Securities which such defaulting Placement Agent or Placement Agents agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Securities to
be purchased on such date, the other Placement Agents shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule I bears to the aggregate principal amount of
Securities set forth opposite the names of all such non-defaulting Placement Agents, or in such other proportions as you may specify, to purchase the Securities which such defaulting Placement Agent or Placement Agents agreed but failed or refused
to purchase on such date; provided that in no event shall the principal amount of Securities that any Placement Agent has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of
one-ninth of such principal amount of Securities without the written consent of such Placement Agent. If, on the Closing Date, any Placement Agent or Placement Agents shall fail or refuse to purchase Securities which it or they have agreed to
purchase hereunder on such date and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements
satisfactory to you and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Placement Agent or of the Company. In
any such case either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Final Memorandum or in any 
  

 18 








 other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting
Placement Agent from liability in respect of any default of such Placement Agent under this Agreement. 
  
 If this Agreement shall be terminated by the Placement Agents, or any of them, because of any failure or refusal on the part of the Company or Holdings to
comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company or Holdings shall be unable to perform their respective obligations under this Agreement, the Company or Holdings will reimburse the
Placement Agents or such Placement Agents as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such
Placement Agents in connection with this Agreement or the offering contemplated hereunder. 
  
 11. Counterparts. This Agreement may be signed in any number of counterparts, which may be delivered by facsimile, each of which shall be an original, with the same effect as if the actual signatures thereto
and hereto were upon the same instrument. 
  
 12. Applicable
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. 
  
 13. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of
this Agreement. 
  
 [Remainder of Page Intentionally Left Blank]

  

 19 









			
	Very truly yours,
	
	DEL MONTE CORPORATION
		
	By:	 	 /s/ Thomas E. Gibbons


	Name:	 	Thomas E. Gibbons
	Title:	 	Senior Vice President and Treasurer
	
	DEL MONTE FOODS COMPANY
		
	By:	 	 /s/ Thomas E. Gibbons


	Name:	 	Thomas E. Gibbons
	Title:	 	Senior Vice President and Treasurer


  
 Accepted as of the date hereof

  
 Morgan Stanley & Co. Incorporated 
 Banc of America Securities LLC 
 Lehman Brothers Inc. 
 J.P. Morgan Securities Inc. 
  
 Acting severally on behalf of themselves and 
         the several Placement Agents
named in 
         Schedule I hereto. 
  

			
	 By:
	  	Morgan Stanley & Co. Incorporated

  

			
	By:	 	 /s/ Bryan Andrzejewski


	Name:	 	Bryan Andrzejewski
	Title:	 	Executive Director








 SCHEDULE I 
  

				
	 Placement Agent

	  	 Principal Amount of
 Securities to be Purchased


	 Morgan Stanley & Co. Incorporated
	  	$	125,000,000
	 Banc of America Securities LLC
	  	 	62,500,000
	 Lehman Brothers Inc.
	  	 	31,250,000
	 J.P. Morgan Securities Inc.
	  	 	31,250,000
		
	 Total:
	  	$	250,000,000








 SCHEDULE II 
  

COMPANY SUBSIDIARY GUARANTORS 
  
 Star-Kist Samoa, Inc., a California corporation. 
 Mike Mac IHC, Inc., a
Delaware corporation. 
 Marine Trading Pacific, Inc. 
 Star-Kist
Mauritius, Inc. 
  

 C-1