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                                                                     EXHIBIT 4.3

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                          REGISTRATION RIGHTS AGREEMENT

                             DATED DECEMBER 20, 2002

                                     BETWEEN

                                 SKF FOODS INC.

                             DEL MONTE FOODS COMPANY

                                       AND

                        MORGAN STANLEY & CO. INCORPORATED
                           J.P. MORGAN SECURITIES INC.
                         BANC OF AMERICA SECURITIES LLC
                                 UBS WARBURG LLC
                             BMO NESBITT BURNS CORP.
                             FLEET SECURITIES, INC.
                         FORTIS INVESTMENT SERVICES LLC
                         SUNTRUST CAPITAL MARKETS, INC.

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                          REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made
and entered into on December 20, 2002, between SKF FOODS INC., a Delaware
corporation (the "Company"), and DEL MONTE FOODS COMPANY, a Delaware corporation
("Holdings"), on the one hand, and MORGAN STANLEY & CO. INCORPORATED, J.P.
MORGAN SECURITIES INC., BANC OF AMERICA SECURITIES LLC, UBS WARBURG LLC, BMO
NESBITT BURNS CORP., FLEET SECURITIES, INC., FORTIS INVESTMENT SERVICES LLC and
SUNTRUST CAPITAL MARKETS, INC. (the "Placement Agents"), on the other hand.

                  This Agreement is made pursuant to the Placement Agreement
dated December 12, 2002, among the Company, H. J. Heinz Company, a Pennsylvania
corporation ("Heinz"), H. J. Heinz Finance Company, a Delaware corporation
("Heinz Finance"), Holdings, Del Monte Corporation, a New York corporation, and
the Placement Agents (the "Placement Agreement"), which provides for the sale by
Heinz Finance and the Company to the Placement Agents of an aggregate of
$450,000,000 principal amount of the Company's 8 5/8% Senior Subordinated Notes
Due 2012, which will be guaranteed concurrently with the closing of the Merger
(as defined in the Placement Agreement) by Holdings, certain subsidiaries of the
Company and certain subsidiaries of Del Monte Corporation, a New York
corporation. In order to induce the Placement Agents to enter into the Placement
Agreement, the Company and Holdings have agreed to provide to the Placement
Agents and their respective direct and indirect transferees the registration
rights set forth in this Agreement. The execution and delivery of this Agreement
are a condition to the closing under the Placement Agreement. On and after the
completion of the Merger, the Company shall be defined as the surviving entity
of the Merger.

                  In consideration of the foregoing, the parties hereto agree as
follows:

                  1.       Definitions.

                  As used in this Agreement, the following capitalized defined
terms shall have the following meanings:

                  "1933 Act" shall mean the Securities Act of 1933, as amended
         from time to time.

                  "1934 Act" shall mean the Securities Exchange Act of 1934, as
         amended from time to time.

                  "Additional Notes" shall mean notes, if any, issued under
         Section 2.18 of the Indenture.

                  "Closing Date" shall mean the Closing Date as defined in the
         Placement Agreement.

                  "Company" shall have the meaning set forth in the preamble and
         shall also include the Company's successors.

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                  "Exchange Dates" shall have the meaning set forth in Section
         2(a)(ii).

                  "Exchange Offer" shall mean the exchange offer by the Company
         of Exchange Securities for Registrable Securities pursuant to Section
         2(a) hereof.

                  "Exchange Offer Registration" shall mean a registration under
         the 1933 Act effected pursuant to Section 2(a) hereof.

                  "Exchange Offer Registration Statement" shall mean an exchange
         offer registration statement on Form S-4 (or, if applicable, on another
         appropriate form) and all amendments and supplements to such
         registration statement, in each case including the Prospectus contained
         therein, all exhibits thereto and all material incorporated by
         reference therein.

                  "Exchange Securities" shall mean securities issued by the
         Company and Holdings under the Indenture containing terms identical to
         the Securities (except that (i) interest thereon shall accrue from the
         last date on which interest was paid on the Securities or, if no such
         interest has been paid, from December 20, 2002 and (ii) the Exchange
         Securities will not contain restrictions on transfer) and to be offered
         to Holders of Securities in exchange for Securities pursuant to the
         Exchange Offer.

                  "Holder" shall mean the Placement Agents, for so long as they
         own any Registrable Securities, and each of their respective
         successors, assigns and direct and indirect transferees who become
         registered owners of Registrable Securities under the Indenture;
         provided, however, that for purposes of Sections 4 and 5 of this
         Agreement, the term "Holder" shall include Participating Broker-Dealers
         (as defined below).

                  "Holdings" shall have the meaning set forth in the preamble
         and shall also include Holdings' successors.

                  "Indenture" shall mean the Indenture relating to the
         Securities dated as of December 20, 2002 among the Company, the Issuer
         Subsidiary Guarantors (as defined in the Placement Agreement) and The
         Bank of New York, as trustee, as such Indenture is amended and restated
         by a supplemental indenture dated as of December 20, 2002 among the
         Company, the Guarantors (as defined in the Placement Agreement) and the
         Trustee, and as the same may be amended from time to time in accordance
         with the terms thereof.

                  "Majority Holders" shall mean the Holders of a majority of the
         aggregate principal amount of outstanding Registrable Securities;
         provided, that whenever the consent or approval of Holders of a
         specified percentage of Registrable Securities is required hereunder,
         Registrable Securities held by the Company shall not be counted in
         determining whether such consent or approval was given by the Holders
         of such required percentage or amount.

                  "Participating Broker-Dealer" shall have the meaning specified
         in Section 4(a) hereafter.

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                  "Person" shall mean an individual, partnership, limited
         liability company, corporation, trust or unincorporated organization or
         other entity, or a government or agency or political subdivision
         thereof.

                  "Placement Agents" shall have the meaning set forth in the
         preamble to this Agreement and shall also include their respective
         successors.

                  "Placement Agreement" shall have the meaning set forth in the
         preamble to this Agreement.

                  "Prospectus" shall mean the prospectus included in a
         Registration Statement, including any preliminary prospectus, and any
         such prospectus as amended or supplemented by any prospectus
         supplement, including a prospectus supplement with respect to the terms
         of the offering of any portion of the Registrable Securities covered by
         a Shelf Registration Statement, and by all other amendments and
         supplements to such prospectus, and in each case including all material
         incorporated or deemed by securities laws to be incorporated by
         reference therein.

                  "Registrable Securities" shall mean the Securities; provided,
         however, that the Securities shall cease to be Registrable Securities
         (i) when a Registration Statement with respect to such Securities shall
         have been declared effective under the 1933 Act and such Securities
         shall have been disposed of pursuant to such Registration Statement,
         (ii) when such Securities have been sold to the public pursuant to Rule
         144(k) (or any similar provision then in force, but not Rule 144A)
         under the 1933 Act or (iii) when such Securities shall have ceased to
         be outstanding.

                  "Registration Expenses" shall mean any and all expenses
         incident to performance of or compliance by the Company and Holdings
         with this Agreement, including, without limitation: (i) all SEC, stock
         exchange or National Association of Securities Dealers, Inc.
         registration and filing fees, (ii) all fees and expenses incurred in
         connection with compliance with state securities or blue sky laws
         (including reasonable fees and disbursements of one counsel for any
         underwriters or Holders in connection with blue sky qualification of
         any of the Exchange Securities or Registrable Securities), (iii) all
         expenses of any Persons in preparing or assisting in preparing, word
         processing, printing and distributing any Registration Statement, any
         Prospectus, any amendments or supplements thereto, any underwriting
         agreements, securities sales agreements and other documents relating to
         the performance of and compliance with this Agreement, (iv) all rating
         agency fees, (v) all fees and disbursements relating to the
         qualification of the Indenture under applicable securities laws, (vi)
         the fees and disbursements of the Trustee and its counsel and of any
         depositary for book-entry Securities, (vii) the fees and disbursements
         of counsel for the Company and Holdings and, in the case of a Shelf
         Registration Statement, the fees and disbursements of one counsel for
         the Holders (which counsel shall be selected by the Majority Holders
         and which counsel may also be counsel for the Placement Agents) and
         (viii) the fees and disbursements of the independent public accountants
         of the Company and Holdings, including the expenses of any special
         audits or "cold comfort" letters required by or incident to such
         performance and compliance, but

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         excluding fees and expenses of counsel to the underwriters (other than
         fees and expenses set forth in clause (ii) above) or the Holders and
         underwriting discounts and commissions and transfer taxes, if any,
         relating to the sale or disposition of Registrable Securities by a
         Holder.

                  "Registration Statement" shall mean any registration statement
         of the Company and Holdings that covers any of the Exchange Securities
         or Registrable Securities pursuant to the provisions of this Agreement
         and all amendments and supplements to any such Registration Statement,
         including post-effective amendments, in each case including the
         Prospectus contained therein, all exhibits thereto and all material
         incorporated or deemed by securities laws to be incorporated by
         reference therein.

                  "SEC" shall mean the Securities and Exchange Commission.

                  "Securities" shall mean the $450,000,000 principal amount of
         8.625% Senior Subordinated Notes due 2012 of the Company and any
         Additional Notes, as defined herein.

                  "Shelf Registration" shall mean a registration effected
         pursuant to Section 2(b) hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
         registration statement of the Company and Holdings pursuant to the
         provisions of Section 2(b) of this Agreement which covers all of the
         Registrable Securities (but no other securities unless approved by the
         Majority Holders whose Registrable Securities are covered by such Shelf
         Registration Statement) on an appropriate form under Rule 415 under the
         1933 Act, or any similar rule that may be adopted by the SEC, and all
         amendments and supplements to such registration statement, including
         post-effective amendments, in each case including the Prospectus
         contained therein, all exhibits thereto and all material incorporated
         or deemed by securities laws to be incorporated by reference therein.

                  "Staff" shall have the meaning set forth in Section 4 hereof.

                  "Trustee" shall mean the trustee with respect to the
         Securities under the Indenture.

                  "Underwriter" shall have the meaning set forth in Section 3
         hereof.

                  "Underwritten Registration" or "Underwritten Offering" shall
         mean a registration in which Registrable Securities are sold to an
         Underwriter for reoffering to the public.

                  2.       Registration Under the 1933 Act.

                  (a)      To the extent not prohibited by any applicable law or
applicable interpretation of the Staff of the SEC, the Company and Holdings
shall use their reasonable best efforts to cause to be filed as promptly as
reasonably practicable an Exchange Offer Registration Statement covering the
offer by the Company and Holdings to the Holders to exchange all of the
Registrable Securities for Exchange Securities and to have such Exchange Offer
Registration

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Statement declared effective as promptly as reasonably practicable and remain
effective until the closing of the Exchange Offer. The Company and Holdings
shall commence the Exchange Offer promptly after the Exchange Offer Registration
Statement has been declared effective by the SEC and use their reasonable best
efforts to have the Exchange Offer consummated not later than 60 days after such
effective date. The Company and Holdings shall commence the Exchange Offer by
mailing the related exchange offer Prospectus and accompanying documents to each
Holder stating, in addition to such other disclosures as are required by
applicable law:

                  (i)      that the Exchange Offer is being made pursuant to
         this Registration Rights Agreement and that all Registrable Securities
         validly tendered will be accepted for exchange;

                  (ii)     the dates of acceptance for exchange (which shall be
         a period of at least 20 business days from the date such notice is
         mailed) (the "Exchange Dates");

                  (iii)    that any Registrable Security not tendered will
         remain outstanding and continue to accrue interest, but will not retain
         any rights under this Registration Rights Agreement;

                  (iv)     that Holders electing to have a Registrable Security
         exchanged pursuant to the Exchange Offer will be required to surrender
         such Registrable Security, together with the enclosed letters of
         transmittal, to the institution and at the address (located in the
         Borough of Manhattan, The City of New York) specified in the notice
         prior to the close of business on the last Exchange Date, provided,
         however, that, if any of the Registrable Securities are in book-entry
         form, such Prospectus and accompanying documents shall also specify how
         such surrender is to be effected in accordance with applicable
         book-entry procedures; and

                  (v)      that Holders will be entitled to withdraw their
         election, not later than the close of business on the last Exchange
         Date, by sending to the institution and at the address (located in the
         Borough of Manhattan, The City of New York) specified in the notice a
         telegram, telex, facsimile transmission or letter setting forth the
         name of such Holder, the principal amount of Registrable Securities
         delivered for exchange and a statement that such Holder is withdrawing
         its election to have such Securities exchanged.

                  As soon as practicable after the last Exchange Date, the
Company and Holdings shall:

                  (i)      accept for exchange Registrable Securities or
         portions thereof tendered and not validly withdrawn pursuant to the
         Exchange Offer; and

                  (ii)     deliver, or cause to be delivered, to the Trustee for
         cancellation all Registrable Securities or portions thereof so accepted
         for exchange by the Company and Holdings and issue, and cause the
         Trustee to promptly authenticate and mail to each Holder, an Exchange
         Security equal in principal amount to the principal amount of the
         Registrable Securities surrendered by such Holder.

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The Company and Holdings shall use their reasonable best efforts to complete the
Exchange Offer as provided above and shall comply with the applicable
requirements of the 1933 Act, the 1934 Act and other applicable laws and
regulations in connection with the Exchange Offer. The Exchange Offer shall not
be subject to any conditions, other than that the Exchange Offer does not
violate applicable law or any applicable interpretation of the Staff of the SEC.
The Company and Holdings shall inform the Placement Agents of the names and
addresses of the Holders to whom the Exchange Offer is made, and the Placement
Agents shall have the right, subject to applicable law, to contact such Holders
and otherwise facilitate the tender of Registrable Securities in the Exchange
Offer.

                  (b)      In the event that (i) the Company and Holdings
determine that the Exchange Offer Registration provided for in Section 2(a)
above is not available or may not be consummated as soon as practicable after
the last Exchange Date because it would violate applicable law or the applicable
interpretations of the Staff of the SEC, (ii) the Exchange Offer is not for any
other reason consummated by July 31, 2003 or (iii) the Exchange Offer has been
completed and in the opinion of counsel for the Placement Agents, a copy of
which is forwarded to the Company, a Registration Statement must be filed and a
Prospectus must be delivered by the Placement Agents in connection with any
offering or sale of Registrable Securities, the Company and Holdings shall use
their reasonable best efforts to cause to be filed as soon as practicable after
such determination, date or notification is given to the Company and Holdings,
as the case may be, a Shelf Registration Statement providing for the sale by the
Holders of all of the Registrable Securities and to have such Shelf Registration
Statement declared effective by the SEC as promptly as reasonably practicable.
In the event that the Company and Holdings are required to file a Shelf
Registration Statement solely as a result of the matters referred to in clause
(iii) of the preceding sentence, the Company and Holdings shall use their
reasonable best efforts to file and have declared effective by the SEC both an
Exchange Offer Registration Statement pursuant to Section 2(a) with respect to
all Registrable Securities and a Shelf Registration Statement (which may be a
combined Registration Statement with the Exchange Offer Registration Statement)
with respect to offers and sales of Registrable Securities held by the Placement
Agents after completion of the Exchange Offer. The Company and Holdings agree to
use their reasonable best efforts to keep the Shelf Registration Statement
continuously effective until the expiration of the period referred to in Rule
144(k) under the 1933 Act with respect to the Registrable Securities or such
shorter period that will terminate when all of the Registrable Securities
covered by the Shelf Registration Statement have been sold pursuant to the Shelf
Registration Statement. The Company and Holdings further agree to supplement or
amend the Shelf Registration Statement if required by the rules, regulations or
instructions applicable to the registration form used by the Company and
Holdings for such Shelf Registration Statement or by the 1933 Act or by any
other rules and regulations thereunder for shelf registration or if reasonably
requested by a Holder with respect to information relating to such Holder, and
to use their reasonable best efforts to cause any such amendment to become
effective and such Shelf Registration Statement to become usable as soon
thereafter as is practicable. The Company and Holdings agree to furnish to the
Holders of Registrable Securities copies of any such supplement or amendment
promptly after its being used or filed with the SEC.

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                  (c)      The Company and Holdings shall pay all Registration
Expenses in connection with the registration pursuant to Section 2(a) and
Section 2(b). Each Holder shall pay all underwriting discounts and commissions
and transfer taxes, if any, relating to the sale or disposition of such Holder's
Registrable Securities pursuant to the Shelf Registration Statement.

                  (d)      An Exchange Offer Registration Statement pursuant to
Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b)
hereof will not be deemed to have become effective unless it has been declared
effective by the SEC; provided, however, that, if, after it has been declared
effective, the offering of Registrable Securities pursuant to a Shelf
Registration Statement is interfered with by any stop order, injunction or other
order or requirement of the SEC or any other governmental agency or court, such
Registration Statement will be deemed not to have become effective during the
period of such interference until the offering of Registrable Securities
pursuant to such Registration Statement may legally resume; provided, further,
that if the offering of Registrable Securities pursuant to a Shelf Registration
Statement is interfered with as described in this clause (d) by reason of any
information relating to a Holder furnished to the Company or Holdings in writing
by such Holder expressly for use in such Shelf Registration Statement, then the
provisions of the following sentence shall be inapplicable with respect to such
Holder. In the event the Exchange Offer is not consummated and the Shelf
Registration Statement is not declared effective on or prior to July 31, 2003,
the interest rate on the Securities will be increased by 0.5% per annum until
the Exchange Offer is consummated or the Shelf Registration Statement is
declared effective by the SEC.

                  (e)      Without limiting the remedies available to the
Placement Agents and the Holders, the Company and Holdings acknowledge that any
failure by the Company and Holdings to comply with their respective obligations
under Section 2(a) and Section 2(b) hereof may result in material irreparable
injury to the Placement Agents or the Holders for which there is no adequate
remedy at law, that it will not be possible to measure damages for such injuries
precisely and that, in the event of any such failure, the Placement Agents or
any Holder may obtain such relief as may be required to specifically enforce the
obligations of the Company and Holdings under Section 2(a) and Section 2(b)
hereof.

                  (f)      In the event that the Exchange Offer has been
completed but (i) at any time before or after completion of the Exchange Offer,
any Securities shall have been sold or otherwise transferred pursuant to an
effective Shelf Registration Statement or to the public pursuant to Rule 144 (or
any similar rule then in force, but not Rule 144A) under the 1933 Act and, as a
result, shall have ceased to be Registrable Securities, or (ii) any Securities
not exchanged in the Exchange Offer shall otherwise have ceased to be
Registrable Securities, the Company and Holdings will make available to the
Holders the opportunity to exchange such Securities for identical Securities of
like tenor and principal amount at maturity but bearing the same CUSIP number as
the Exchange Securities.

                  3.       Registration Procedures.

                  In connection with the obligations of the Company and Holdings
with respect to the Registration Statements pursuant to Section 2(a) and Section
2(b) hereof, the Company and Holdings shall as expeditiously as reasonably
possible:

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                  (a)      prepare and file with the SEC a Registration
         Statement on the appropriate form under the 1933 Act, which form (x)
         shall be selected by the Company and Holdings and (y) shall, in the
         case of a Shelf Registration, be available for the sale of the
         Registrable Securities by the selling Holders thereof and (z) shall
         comply as to form in all material respects with the requirements of the
         applicable form and include all financial statements required by the
         SEC to be filed therewith, and use their reasonable best efforts to
         cause such Registration Statement to become effective and remain
         effective in accordance with Section 2 hereof;

                  (b)      prepare and file with the SEC such amendments and
         post-effective amendments to each Registration Statement as may be
         necessary to keep such Registration Statement effective for the
         applicable period and cause each Prospectus to be supplemented by any
         required prospectus supplement and, as so supplemented, to be filed
         pursuant to Rule 424 under the 1933 Act; to the extent required, to
         keep each Prospectus current during the period described under Section
         4(3) and Rule 174 under the 1933 Act that is applicable to transactions
         by brokers or dealers with respect to the Registrable Securities or
         Exchange Securities;

                  (c)      in the case of a Shelf Registration, furnish to each
         Holder of Registrable Securities, to counsel for the Placement Agents,
         to counsel for the Holders and to each Underwriter of an Underwritten
         Offering of Registrable Securities, if any, without charge, as many
         copies of each Prospectus, including each preliminary Prospectus, and
         any amendment or supplement thereto and such other documents as such
         Holder or Underwriter may reasonably request, in order to facilitate
         the public sale or other disposition of the Registrable Securities; and
         the Company and Holdings consent to the use of such Prospectus and any
         amendment or supplement thereto in accordance with applicable law by
         each of the selling Holders of Registrable Securities and any such
         Underwriters in connection with the offering and sale of the
         Registrable Securities covered by and in the manner described in such
         Prospectus or any amendment or supplement thereto in accordance with
         applicable law;

                  (d)      use their reasonable best efforts to register or
         qualify the Registrable Securities under all applicable state
         securities or "blue sky" laws of such jurisdictions as may be required
         in connection with the Exchange Offer and, in connection with the Shelf
         Registration, as any Holder of Registrable Securities covered by a
         Registration Statement shall reasonably request in writing by the time
         the applicable Registration Statement is declared effective by the SEC,
         to cooperate with such Holders in connection with any filings required
         to be made with the National Association of Securities Dealers, Inc.
         and do any and all other acts and things which may be reasonably
         necessary or advisable to enable such Holder to consummate the
         disposition in each such jurisdiction of such Registrable Securities
         owned by such Holder; provided, however, that neither the Company nor
         Holdings shall be required to (i) qualify as a foreign corporation or
         as a dealer in securities in any jurisdiction where it would not
         otherwise be required to qualify but for this Section 3(d), (ii) file
         any general consent to service of process, or (iii) subject itself to
         taxation in any such jurisdiction if it is not so subject;

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                  (e)      in the case of a Shelf Registration, notify each
         Holder of Registrable Securities, counsel for the Holders and counsel
         for the Placement Agents promptly and, if requested by any such Holder
         or counsel, confirm such advice in writing (i) when a Registration
         Statement has become effective and when any post-effective amendment
         thereto has been filed and becomes effective, (ii) of any request by
         the SEC or any state securities authority for amendments and
         supplements to a Registration Statement and Prospectus or for
         additional information after the Registration Statement has become
         effective, (iii) of the issuance by the SEC or any state securities
         authority of any stop order suspending the effectiveness of a
         Registration Statement or the initiation of any proceedings for that
         purpose, (iv) if, between the effective date of a Registration
         Statement and the closing of any sale of Registrable Securities covered
         thereby, the representations and warranties of the Company or Holdings
         contained in any underwriting agreement, securities sales agreement or
         other similar agreement, if any, relating to the offering cease to be
         true and correct in all material respects or if the Company or Holdings
         receives any notification with respect to the suspension of the
         qualification of the Registrable Securities for sale in any
         jurisdiction or the initiation of any proceeding for such purpose, (v)
         of the happening of any event during the period a Shelf Registration
         Statement is effective which makes any statement made in such
         Registration Statement or the related Prospectus untrue in any material
         respect or which requires the making of any changes in such
         Registration Statement or Prospectus in order to make the statements
         therein not misleading and (vi) of any determination by the Company or
         Holdings that a post-effective amendment to a Registration Statement
         would be appropriate;

                  (f)      make every reasonable effort to obtain the withdrawal
         of any order suspending the effectiveness of a Registration Statement
         at the earliest possible moment and provide immediate notice to each
         Holder of the withdrawal of any such order;

                  (g)      in the case of a Shelf Registration, furnish to each
         Holder of Registrable Securities, without charge, at least one
         conformed copy of each Registration Statement and any post-effective
         amendment thereto (without documents incorporated therein by reference
         or exhibits thereto, unless requested);

                  (h)      in the case of a Shelf Registration, cooperate with
         the selling Holders of Registrable Securities to facilitate the timely
         preparation and delivery of certificates representing Registrable
         Securities to be sold and not bearing any restrictive legends and
         enable such Registrable Securities to be in such denominations
         (consistent with the provisions of the Indenture) and registered in
         such names as the selling Holders may reasonably request at least one
         business day prior to the closing of any sale of Registrable
         Securities;

                  (i)      in the case of a Shelf Registration, upon the
         occurrence of any event contemplated by Section 3(e)(v) hereof, use
         their reasonable best efforts to prepare and file with the SEC as
         promptly as reasonably practicable a supplement or post-effective
         amendment to a Registration Statement or the related Prospectus or any
         document incorporated therein by reference or file any other required
         document so that, as thereafter delivered to the purchasers of the
         Registrable Securities, such Prospectus will not contain

                                       9

<PAGE>

         any untrue statement of a material fact or omit to state a material
         fact necessary to make the statements therein, in light of the
         circumstances under which they were made, not misleading. The Company
         and Holdings agree to notify the Holders to suspend use of the
         Prospectus as promptly as reasonably practicable after the occurrence
         of such an event, and the Holders hereby agree to suspend use of the
         Prospectus until the Company and Holdings have amended or supplemented
         the Prospectus to correct such misstatement or omission;

                  (j)      a reasonable time prior to the filing of any
         Registration Statement, any Prospectus, any amendment to a Registration
         Statement or amendment or supplement to a Prospectus or any document
         which is to be incorporated or deemed by securities laws to be
         incorporated by reference into a Registration Statement or a Prospectus
         after initial filing of a Registration Statement, provide copies of
         such document to the Placement Agents and their counsel (and, in the
         case of a Shelf Registration Statement, the Holders and one counsel to
         be chosen by the Majority Holders) and make such of the representatives
         of the Company and Holdings as shall be reasonably requested by the
         Placement Agents or their counsel (and, in the case of a Shelf
         Registration Statement, the Holders or their chosen counsel as provided
         above in this paragraph) available for discussion of such document, and
         shall not at any time file or make any amendment to the Registration
         Statement, any Prospectus or any amendment of or supplement to a
         Registration Statement or a Prospectus or any document which is to be
         incorporated or deemed by securities laws to be incorporated by
         reference into a Registration Statement or a Prospectus, of which the
         Placement Agents and their counsel (and, in the case of a Shelf
         Registration Statement, the Holders and their chosen counsel as
         provided above in this paragraph) shall not have previously been
         advised and furnished a copy or to which the Placement Agents or their
         counsel (and, in the case of a Shelf Registration Statement, the
         Holders or their chosen counsel as provided above in this paragraph)
         shall reasonably object;

                  (k)      obtain a CUSIP number for all Exchange Securities or
         Registrable Securities, as the case may be, not later than the
         effective date of a Registration Statement;

                  (l)      cause the Indenture to be qualified under the Trust
         Indenture Act of 1939, as amended (the "TIA"), in connection with the
         registration of the Exchange Securities or Registrable Securities, as
         the case may be, cooperate with the Trustee and the Holders to effect
         such changes to the Indenture as may be required for the Indenture to
         be so qualified in accordance with the terms of the TIA and execute,
         and use their reasonable best efforts to cause the Trustee to execute,
         all documents as may be required to effect such changes and all other
         forms and documents required to be filed with the SEC to enable the
         Indenture to be so qualified in a timely manner;

                  (m)      in the case of a Shelf Registration, make available
         for inspection by a representative of the Holders of the Registrable
         Securities designated by the Majority Holders, any Underwriter
         participating in any Underwritten Offering pursuant to such Shelf
         Registration Statement, and attorneys and accountants designated by the
         Majority

                                       10

<PAGE>

         Holders, at reasonable times and in a reasonable manner, all financial
         and other records, pertinent documents and properties of the Company
         and Holdings, and cause the respective officers, directors and
         employees of the Company and Holdings to supply all information
         reasonably requested by any such representative, Underwriter, attorney
         or accountant in connection with a Shelf Registration Statement;

                  (n)      in the case of a Shelf Registration, use their
         reasonable best efforts to cause all Registrable Securities to be
         listed on any securities exchange or any automated quotation system on
         which similar securities issued by the Company are then listed if
         requested by the Majority Holders, to the extent such Registrable
         Securities satisfy applicable listing requirements;

                  (o)      use their reasonable best efforts to cause the
         Exchange Securities or Registrable Securities, as the case may be, to
         be rated by two nationally recognized statistical rating organizations
         (as such term is defined in Rule 436(g)(2) under the 1933 Act);

                  (p)      if reasonably requested by any Holder of Registrable
         Securities covered by a Registration Statement, (i) promptly
         incorporate in a Prospectus supplement or post-effective amendment such
         information with respect to such Holder as such Holder reasonably
         requests to be included therein, and (ii) make all required filings of
         such Prospectus supplement or such post-effective amendment as promptly
         as reasonably practicable after the Company and Holdings have received
         notification of the matters to be incorporated in such filing; and

                  (q)      in the case of a Shelf Registration, enter into such
         customary agreements and take all such other actions in connection
         therewith (including those requested by the Holders of a majority of
         the aggregate principal amount of the Registrable Securities being
         sold) in order to expedite or facilitate the disposition of such
         Registrable Securities, including, but not limited to, pursuant to an
         Underwritten Offering and in such connection, (i) to the extent
         possible, make such representations and warranties to the Holders and
         any Underwriters of such Registrable Securities with respect to the
         business of the Company and its subsidiaries and Holdings and its
         subsidiaries, the Registration Statement, Prospectus and documents
         incorporated by reference or deemed incorporated by reference, if any,
         in each case, in form, substance and scope as are customarily made by
         issuers to underwriters in underwritten offerings and confirm the same
         if and when requested, (ii) obtain opinions of counsel to the Company
         and Holdings (which counsel and opinions, in form, scope and substance,
         shall be reasonably satisfactory to a representative designated by the
         Majority Holders and such Underwriters and their respective counsel)
         addressed to each selling Holder and Underwriter of Registrable
         Securities, covering the matters customarily covered in opinions
         requested in underwritten offerings, (iii) obtain "cold comfort"
         letters from the independent certified public accountants of the
         Company and Holdings (and, if necessary, any other certified public
         accountant of any subsidiary of the Company or Holdings, or of any
         business acquired by the Company or Holdings for which financial
         statements and financial data are or are required to be included in the
         Registration Statement) addressed to each selling

                                       11

<PAGE>

         Holder and Underwriter of Registrable Securities, such letters to be in
         customary form and covering matters of the type customarily covered in
         "cold comfort" letters in connection with underwritten offerings, and
         (iv) deliver such documents and certificates as may be reasonably
         requested by the Majority Holders or the Underwriters, and which are
         customarily delivered in underwritten offerings, to evidence the
         continued validity of the representations and warranties of the Company
         and Holdings made pursuant to clause (i) above and to evidence
         compliance with any customary conditions contained in an underwriting
         agreement.

                  In the case of a Shelf Registration Statement, the Company and
Holdings may require each Holder of Registrable Securities to furnish to the
Company and Holdings such information regarding the Holder and the proposed
distribution by such Holder of such Registrable Securities as the Company and
Holdings may from time to time reasonably request in writing.

                  In the case of a Shelf Registration Statement, each Holder
agrees that, upon receipt of any notice from the Company and Holdings of the
happening of any event of the kind described in Section 3(e)(v) hereof, such
Holder will forthwith discontinue disposition of Registrable Securities pursuant
to a Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(i) hereof, and, if
so directed by the Company and Holdings, such Holder will deliver to the Company
and Holdings (at its expense) all copies in its possession, other than permanent
file copies then in such Holder's possession, of the Prospectus covering such
Registrable Securities current at the time of receipt of such notice. If the
Company and Holdings shall give any such notice to suspend the disposition of
Registrable Securities pursuant to a Registration Statement, the Company and
Holdings shall extend the period during which the Registration Statement shall
be maintained effective pursuant to this Agreement by the number of days during
the period from and including the date of the giving of such notice to and
including the date when the Holders shall have received copies of the
supplemented or amended Prospectus necessary to resume such dispositions. The
Company and Holdings may give any such notice only twice during any 365 day
period and any such suspensions may not exceed 30 days for each suspension and
there may not be more than two suspensions in effect during any 365 day period.

                  The Holders of Registrable Securities covered by a Shelf
Registration Statement who desire to do so may sell such Registrable Securities
in an Underwritten Offering. In any such Underwritten Offering, the investment
banker or investment bankers and manager or managers (the "Underwriters") that
will administer the offering will be selected by the Majority Holders of the
Registrable Securities included in such offering.

                  4.       Participation of Broker-Dealers in Exchange Offer.

                  (a)      The staff of the SEC (the "Staff") has taken the
position that any broker-dealer that receives Exchange Securities for its own
account in the Exchange Offer in exchange for Securities that were acquired by
such broker-dealer as a result of market-making or other trading activities (a
"Participating Broker-Dealer"), may be deemed to be an "underwriter" within

                                       12

<PAGE>

the meaning of the 1933 Act and must deliver a prospectus meeting the
requirements of the 1933 Act in connection with any resale of such Exchange
Securities.

                  The Company and Holdings understand that it is the Staff's
position that if the Prospectus contained in the Exchange Offer Registration
Statement includes a plan of distribution containing a statement to the above
effect and the means by which Participating Broker-Dealers may resell the
Exchange Securities, without naming the Participating Broker-Dealers or
specifying the amount of Exchange Securities owned by them, such Prospectus may
be delivered by Participating Broker-Dealers to satisfy their prospectus
delivery obligation under the 1933 Act in connection with resales of Exchange
Securities for their own accounts, so long as the Prospectus otherwise meets the
requirements of the 1933 Act.

                  (b)      In light of the above, notwithstanding the other
provisions of this Agreement, the Company and Holdings agree that the provisions
of this Agreement as they relate to a Shelf Registration shall also apply to an
Exchange Offer Registration to the extent, and with such reasonable
modifications thereto as may be, reasonably requested by the Placement Agents or
by one or more Participating Broker-Dealers, in each case as provided in clause
(ii) below, in order to expedite or facilitate the disposition of any Exchange
Securities by Participating Broker-Dealers consistent with the positions of the
Staff recited in Section 4(a) above; provided that:

                  (i)      the Company and Holdings shall not be required to
         amend or supplement the Prospectus contained in the Exchange Offer
         Registration Statement, as would otherwise be contemplated by Section
         3(i), for a period exceeding 180 days after the last Exchange Date (as
         such period may be extended pursuant to the penultimate paragraph of
         Section 3 of this Agreement) and Participating Broker-Dealers shall not
         be authorized by the Company or Holdings to deliver and shall not
         deliver such Prospectus after such period in connection with the
         resales contemplated by this Section 4; and

                  (ii)     the application of the Shelf Registration procedures
         set forth in Section 3 of this Agreement to an Exchange Offer
         Registration, to the extent not required by the positions of the Staff
         of the SEC or the 1933 Act and the rules and regulations thereunder,
         will be in conformity with the reasonable request to the Company and
         Holdings by the Placement Agents or with the reasonable request in
         writing to the Company and Holdings by one or more broker-dealers who
         certify to the Placement Agents, on the one hand, and the Company and
         Holdings, on the other hand, in writing that they anticipate that they
         will be Participating Broker-Dealers; and, provided further, that, in
         connection with such application of the Shelf Registration procedures
         set forth in Section 3 to an Exchange Offer Registration, the Company
         and Holdings shall be obligated (x) to deal only with one entity
         representing the Participating Broker-Dealers, which shall be Morgan
         Stanley & Co. Incorporated unless it elects not to act as such
         representative, in which case it shall be designated by Participating
         Broker-Dealers holding a majority in principal amount of all Securities
         held by Participating Broker-Dealers, (y) to pay the fees and expenses
         of only one counsel representing the Participating Broker-Dealers,
         which shall be counsel to the Placement Agents unless such counsel
         elects not to so act, and (z) to cause to be delivered only one, if
         any, "cold comfort" letter with respect to the Prospectus in the form

                                       13

<PAGE>

         existing on the last Exchange Date and with respect to each subsequent
         amendment or supplement, if any, effected during the period specified
         in clause (i) above.

                  (c)      The Placement Agents shall have no liability to the
Company, Holdings or any Holder with respect to any request that it may make
pursuant to Section 4(b) above.

                  5.       Indemnification and Contribution.

                  (a)      The Company and Holdings, jointly and severally,
agree to indemnify and hold harmless the Placement Agents, each Holder, each
Person, if any, who controls any Placement Agent or any Holder within the
meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, or
is under common control with, or is controlled by, any Placement Agent or any
Holder, from and against all losses, claims, damages and liabilities (including,
without limitation, any legal or other expenses reasonably incurred by the
Placement Agent, any Holder or any such controlling or affiliated Person 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
any Registration Statement (or any amendment thereto) pursuant to which Exchange
Securities or Registrable Securities were registered under the 1933 Act,
including all documents incorporated therein by reference, or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
caused by any untrue statement or alleged untrue statement of a material fact
contained in any Prospectus (as amended or supplemented if the Company or
Holdings 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 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 the Placement
Agents or any Holder furnished to the Company and Holdings in writing by Morgan
Stanley & Co. Incorporated or any selling Holder expressly for use therein;
provided, however, that with respect to any untrue statement or omission of
material fact made in any preliminary Prospectus, the indemnity contained in
this Section 5(a) shall not inure to the benefit of any Holder from whom the
Person asserting any such loss, claim, damage or liability purchased the
securities concerned, or any Person controlling such Holder, to the extent that
any such loss, claim, damage or liability of such Holder occurs under the
circumstances where it shall have been determined by a court of competent
jurisdiction by final and nonapplicable judgment that (i) the Company had
previously furnished copies of the final Prospectus to such Holder, (ii)
delivery of the final Prospectus was required by the 1933 Act to be made to such
Person, (iii) the untrue statement or omission of a material fact contained in
the preliminary Prospectus was corrected in the final Prospectus, and (iv) there
was not sent or given to such Person, at or prior to the written confirmation of
the sale of such securities to such Person, a copy of the final Prospectus. In
connection with any Underwritten Offering permitted by Section 3, the Company
and Holdings, jointly and severally, will also indemnify the Underwriters, if
any, selling brokers, dealers and similar securities industry professionals
participating in the distribution, their officers and directors and each Person
who controls such Persons (within the meaning of the 1933 Act and the 1934 Act)
to the

                                       14

<PAGE>

same extent as provided above with respect to the indemnification of the
Holders, if requested in connection with any Registration Statement.

                  (b)      Each Holder agrees, severally and not jointly, to
indemnify and hold harmless the Company, Holdings, the Placement Agents and the
other selling Holders, and each of their respective directors, officers who sign
the Registration Statement and each Person, if any, who controls the Company,
Holdings, any Placement Agent and any other selling Holder within the meaning of
either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same
extent as the foregoing indemnity from the Company and Holdings to the Placement
Agents and the Holders, but only with reference to information relating to such
Holder furnished to the Company and Holdings in writing by such Holder expressly
for use in any Registration Statement (or any amendment thereto) or any
Prospectus (or any amendment or supplement thereto).

                  (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 either paragraph (a) or paragraph (b) above,
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.
The indemnifying party may assume at its sole expense the defense of any such
litigation or proceeding; such defense shall be conducted by counsel reasonably
satisfactory to such indemnified party and the indemnifying party shall pay the
fees and disbursements of such counsel related to such proceeding.
Notwithstanding the foregoing, in any such proceeding, any indemnified party
shall have the right to retain its own counsel and assume its own defense in
such proceeding, 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 connection with any proceeding or related
proceedings in the same jurisdiction, be liable for (a) the fees and expenses of
more than one separate firm (in addition to any local counsel) for the Placement
Agents and all Persons, if any, who control any Placement Agent within the
meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, (b)
the fees and expenses of more than one separate firm (in addition to any local
counsel) for the Company and Holdings and its respective directors, their
respective officers who sign the Registration Statement and each Person, if any,
who controls the Company or Holdings within the meaning of either such Section
and (c) the fees and expenses of more than one separate firm (in addition to any
local counsel) for all Holders and all Persons, if any, who control any Holders
within the meaning of either such Section, and that all such fees and expenses
shall be reimbursed as they are incurred. In such case involving the Placement
Agents and Persons who control the Placement Agents, such firm shall be
designated in writing by Morgan Stanley & Co. Incorporated. In such case
involving the Holders and such Persons who control Holders, such firm shall be
designated in writing by the Majority Holders. In all

                                       15

<PAGE>

other cases, such firm shall be designated by the Company and Holdings. 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 30
days after receipt by such indemnifying party of the aforesaid request and (ii)
such indemnifying party shall not have reimbursed the indemnified party for such
fees and expenses of counsel 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 such 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)      If the indemnification provided for in paragraph (a)
or paragraph (b) of this Section 5 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities, 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 in such proportion as is appropriate to reflect the relative fault
of the indemnifying party or parties on the one hand and of the indemnified
party or parties 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 fault of the
Company and Holdings, on the one hand, and the Holders, 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, on
the one hand, or by the Holders, on the other hand, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Holders' respective obligations to contribute
pursuant to this Section 5(d) are several in proportion to the respective
principal amount of Registrable Securities of such Holder that were registered
pursuant to a Registration Statement.

                  (e)      The Company and Holdings, on the one hand, and each
Holder, on the other hand, agree that it would not be just or equitable if
contribution pursuant to this Section 5 were determined by pro rata allocation
or by any other method of allocation that does not take account of the equitable
considerations referred to in paragraph (d) above. The amount paid or payable by
an indemnified party as a result of the losses, claims, damages and liabilities
referred to in paragraph (d) above 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 5, no Holder
shall be required to indemnify or contribute any amount in excess of the

                                       16

<PAGE>

amount by which the total price at which Registrable Securities were sold by
such Holder exceeds the amount of any damages that such Holder 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 1933 Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 5 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.

                  The indemnity and contribution provisions contained in this
Section 5 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 any Placement Agent, any Holder, any Person controlling any Placement Agent
or any Holder, or by or on behalf of the Company or Holdings, or their
respective officers or directors or any Person controlling the Company or
Holdings, (iii) acceptance of any of the Exchange Securities and (iv) any sale
of Registrable Securities pursuant to a Shelf Registration Statement.

                  6.       Miscellaneous.

                  (a)      No Inconsistent Agreements. The Company and Holdings,
jointly and severally, represent, warrant and agree that neither the Company nor
Holdings has entered into, and on or after the date of this Agreement will not
enter into, any agreement which is inconsistent with the rights granted to the
Holders of Registrable Securities in this Agreement or otherwise conflicts with
the provisions hereof. The Company and Holdings, jointly and severally,
represent, warrant and agree that the rights granted to the Holders hereunder do
not and will not in any way conflict with and are not and will not be
inconsistent with the rights granted to the holders of the Company's or
Holdings' other issued and outstanding securities under any such agreements.

                  (b)      Amendments and Waivers. The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company and Holdings have
obtained the written consent of Holders of at least a majority in aggregate
principal amount of the outstanding Registrable Securities affected by such
amendment, modification, supplement, waiver or consent; provided, however, that
no amendment, modification, supplement, waiver or consent to any departure from
the provisions of Section 5 hereof shall be effective as against any Holder of
Registrable Securities unless consented to in writing by such Holder.

                  (c)      Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand-delivery,
registered first-class mail, telex, telecopier, or any courier guaranteeing
overnight delivery (i) if to a Holder, at the most current address given by such
Holder to the Company or Holdings by means of a notice given in accordance with
the provisions of this Section 6(c), which address initially is, with respect to
the Placement Agents, the address set forth in the Placement Agreement; and (ii)
if to the Company or Holdings,

                                       17

<PAGE>

initially at the respective addresses set forth in the Placement Agreement and
thereafter at such other addresses, notice of which is given in accordance with
the provisions of this Section 6(c).

                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
business days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt is acknowledged, if telecopied; and
on the next business day if timely delivered to an air courier guaranteeing
overnight delivery.

                  Copies of all such notices, demands, or other communications
shall be concurrently delivered by the Person giving the same to the Trustee, at
the address specified in the Indenture.

                  (d)      Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors, assigns and transferees of
each of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided, however, that nothing herein
shall be deemed to permit any assignment, transfer or other disposition of
Registrable Securities in violation of the terms of the Placement Agreement. If
any transferee of any Holder shall acquire Registrable Securities, in any
manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all of the terms of this Agreement, and by taking and
holding such Registrable Securities such Person shall be conclusively deemed to
have agreed to be bound by and to perform all of the terms and provisions of
this Agreement and such Person shall be entitled to receive the benefits hereof.
The Placement Agents (in their capacity as Placement Agents) shall have no
liability or obligation to the Company or Holdings with respect to any failure
by a Holder to comply with, or any breach by any Holder of, any of the
obligations of such Holder under this Agreement.

                  (e)      Purchases and Sales of Securities. Neither the
Company nor Holdings shall, and the Company and Holdings shall each use its
reasonable best efforts to cause its respective affiliates (as defined in Rule
405 under the 1933 Act) not to, purchase and then resell or otherwise transfer
any Securities.

                  (f)      Third Party Beneficiary. The Holders shall be third
party beneficiaries to the agreements made hereunder between the Company and
Holdings, on the one hand, and the Placement Agents, on the other hand, and any
Holder shall have the right to enforce such agreements directly to the extent it
deems such enforcement necessary or advisable to protect its rights or the
rights of other Holders hereunder.

                  (g)      Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

                  (h)      Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                                       18

<PAGE>

                  (i)      Governing Law. This Agreement shall be governed by
the laws of the State of New York.

                  (j)      Severability. In the event that any one or more of
the provisions contained herein, or the application thereof in any circumstance,
is held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

                                       19

<PAGE>

                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.

                             SKF FOODS INC.

                             By: /s/ Jon W. Graves
                                -----------------------------
                                Name:  Jon W. Graves
                                Title: Assistant Treasurer

                             DEL MONTE FOODS COMPANY

                             By: /s/ Jon W. Graves
                                ------------------------------
                                Name:  Jon W. Graves
                                Title: Assistant Treasurer

Confirmed and accepted as of
  the date first above written:

MORGAN STANLEY & CO. INCORPORATED
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
UBS WARBURG LLC
BMO NESBITT BURNS CORP.
FLEET SECURITIES, INC.
FORTIS INVESTMENT SERVICES LLC
SUNTRUST CAPITAL MARKETS, INC.
By: MORGAN STANLEY & CO. INCORPORATED

By: /s/ Bryan Andrzejewski
   -------------------------------
   Name:  Bryan Andrzejewski
   Title: Executive Director

                                       20