<PAGE>

                                                                    EXHIBIT 10.1

                                                                (EXECUTION COPY)

--------------------------------------------------------------------------------
                                 $1,245,000,000

                                CREDIT AGREEMENT

                          DATED AS OF DECEMBER 20,2002

                                      AMONG

                                 SKF FOODS INC.
           (TO BE KNOWN AFTER THE CONSUMMATION OF THE TRANSACTIONS AS
                            DEL MONTE CORPORATION),

                             BANK OF AMERICA, N.A.,
                            AS ADMINISTRATIVE AGENT,
                       COLLATERAL AGENT, SWINGLINE LENDER
                               AND ISSUING LENDER,

                         THE OTHER LENDERS PARTY HERETO,

                              JPMORGAN CHASE BANK,
                             AS SYNDICATION AGENT,

                         HARRIS TRUST AND SAVINGS BANK,
                     MORGAN STANLEY & CO. INCORPORATED AND
                                UBS WARBURG LLC,
                           AS CO-DOCUMENTATION AGENTS,

                                       AND

                       BANC OF AMERICA SECURITIES LLC AND
                          J.P. MORGAN SECURITIES INC.,
                             AS JOINT BOOK MANAGERS

--------------------------------------------------------------------------------
          COBANK, ACB, GREENSTONE CAPITAL, FLEET NATIONAL BANK, FORTIS
                          CAPITAL CORP., SUNTRUST BANK,
                                       AND
                   UNITED OVERSEAS BANK LTD., NEW YORK AGENCY,
                               AS MANAGING AGENTS

--------------------------------------------------------------------------------
         THE BANK OF NEW YORK, CAPITAL FUNDING, UNIT OF GENERAL ELECTRIC
                               CAPITAL CORPORATION
                                       AND
                            UNION BANK OF CALIFORNIA,
                                  AS CO-AGENTS

--------------------------------------------------------------------------------
                                   ARRANGED BY

                         BANC OF AMERICA SECURITIES LLC,

                          J.P. MORGAN SECURITIES INC.,

                        MORGAN STANLEY & CO. INCORPORATED

                                       AND

                                 UBS WARBURG LLC

<PAGE>

                                TABLE OF CONTENTS

                                    ARTICLE I

                                   DEFINITIONS
<TABLE>
<S>                                                                                                                   <C>
Section 1.1.   Certain Defined Terms...........................................................................         2
Section 1.2.   Other Interpretive Provisions...................................................................        47
Section 1.3.   Accounting Principles...........................................................................        48
Section 1.4.   Rounding........................................................................................        48
Section 1.5.   Times of Day....................................................................................        48
Section 1.6.   Letter of Credit Amounts........................................................................        48
Section 1.7.   Calculations of Euro-denominated Loans and Commitments .........................................        48

                                 ARTICLE II

                                 THE LOANS

Section 2.1.   The loans.......................................................................................        49
Section 2.2.   Loan Accounts...................................................................................        50
Section 2.3.   Procedure for Borrowing ........................................................................        50
Section 2.4.   Conversion and Continuation Elections...........................................................        52
Section 2.5.   Swingline Loans.................................................................................        53
Section 2.6.   Termination or Reduction of Commitments.........................................................        56
Section 2.7.   Prepayments.....................................................................................        57
Section 2.8.   Repayment.......................................................................................        60
Section 2.9.   Interest........................................................................................        62
Section 2.10.  Fees............................................................................................        62
Section 2.11.  Computation of Fees and Interest ...............................................................        63
Section 2.12.  Payments by the Company.........................................................................        63
Section 2.13.  Sharing of Payments, Etc........................................................................        65
..
                                 ARTICLE III

                           THE LETTERS OF CREDIT

Section 3.1.   The Letter of Credit Subfacility................................................................        66
Section 3.2.   Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters
                of Credit......................................................................................        67
Section 3.3.   Risk Participations, Drawings and Reimbursements................................................        69
Section 3.4.   Repayment of Participations.....................................................................        70
Section 3.5.   Role of the Issuing Lender......................................................................        71
Section 3.6.   Obligations Absolute............................................................................        72
Section 3.7.   Cash Collateral.................................................................................        73
Section 3.8.   Letter of Credit Fees ..........................................................................        73
Section 3.9.   Applicability of ISP98 and UCP; Conflict with L/C Application ..................................        74
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                                   <C>
Section 3.10.  Non-Dollar Letters of Credit....................................................................        74

                                   ARTICLE IV

                     TAXES, YIELD PROTECTION AND ILLEGALITY

Section 4.1.   Taxes...........................................................................................        76
Section 4.2.   Illegality......................................................................................        78
Section 4.3.   Inability to Determine Rates....................................................................        78
Section 4.4.   Increased Cost and Reduced Return; Capital Adequacy;
                Reserves on Eurocurrency Rate Loans and Eurodollar Rate Loans..................................        79
Section 4.5.   Funding Losses..................................................................................        79
Section 4.6.   Matters Applicable to All Requests for Compensation ............................................        80
Section 4.7.   Survival........................................................................................        80

                                  ARTICLE V

                            CONDITIONS PRECEDENT

Section 5.1.   Conditions to Making of Term Loans..............................................................        80
Section 5.2.   Conditions to Occurrence of the Time of Merger..................................................        82
Section 5.3.   Conditions to All Credit Extensions ............................................................        86

                                 ARTICLE VI

                       REPRESENTATIONS AND WARRANTIES

Section 6.1.   Corporate Existence and Power...................................................................        87
Section 6.2.   Corporate Authorization; No Contravention ......................................................        87
Section 6.3.   Governmental Authorization .....................................................................        88
Section 6.4.   Binding Effect..................................................................................        88
Section 6.5.   Litigation......................................................................................        88
Section 6.6.   No Default......................................................................................        89
Section 6.7.   ERISA Compliance................................................................................        89
Section 6.8.   Use of Proceeds; Margin Regulations.............................................................        89
Section 6.9.   Title to Properties.............................................................................        89
Section 6.10.  Taxes...........................................................................................        90
Section 6.11.  Financial Condition.............................................................................        90
Section 6.12.  Regulated Entities..............................................................................        91
Section 6.13.  No Burdensome Restrictions......................................................................        91
Section 6.14.  Copyrights, Patents, Trademarks and Licenses, Etc...............................................        91
Section 6.15.  Subsidiaries....................................................................................        92
Section 6.16.  Insurance.......................................................................................        92
Section 6.17.  Solvency, Etc...................................................................................        92
Section 6.18.  RealProperty....................................................................................        92
Section 6.19.  Swap ObUgations.................................................................................        93
Section 6.20.  Senior Indebtedness.............................................................................        93
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                                   <C>
Section 6.21.  Environmental Warranties .......................................................................        93
Section 6.22.  Full Disclosure.................................................................................        94
Section 6.23.  The Transactions................................................................................        94
Section 6.24.  Perfection of Security Interest ................................................................        95
Section 6.25.  Existing Debt...................................................................................        95
Section 6.26.  Surviving Debt..................................................................................        95

                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS

Section 7.1.   Financial Statements............................................................................        95
Section 7.2.   Certificates; Other Information.................................................................        96
Section 7.3.   Notices.........................................................................................        97
Section 7.4.   Preservation of Corporate Existence, Etc........................................................        98
Section 7.5.   Maintenance of Property.........................................................................        98
Section 7.6.   Insurance.......................................................................................        99
Section 7.7.   Payment of Obligations..........................................................................        99
Section 7.8.   Compliance with Laws ...........................................................................        99
Section 7.9.   Compliance with ERISA...........................................................................        99
Section 7.10.  Inspection of Property and Books and Records....................................................        99
Section 7.11.  Interest Rate Protection........................................................................       100
Section 7.12.  Environmental Covenant .........................................................................       100
Section 7.13.  Use of Proceeds.................................................................................       100
Section 7.14.  Further Assurances..............................................................................       100
Section 7.15.  Covenant to Guarantee Obligations and Give Security ............................................       101
Section 7.16.  Control Agreements and Lockbox Arrangements ....................................................       106

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

Section 8.1.   Limitation on Liens.............................................................................       106
Section 8.2.   Disposition of Assets...........................................................................       108
Section 8.3.   Consolidations and Mergers .....................................................................       109
Section 8.4.   Loans and Investments...........................................................................       110
Section 8.5.   Limitation on Indebtedness......................................................................       113
Section 8.6.   Transactions with Affiliates....................................................................       114
Section 8.7.   Use of Proceeds.................................................................................       115
Section 8.8.   Contingent Obligations .........................................................................       115
Section 8.9.   Joint Ventures..................................................................................       115
Section 8.10.  Lease Obligations...............................................................................       116
Section 8.11.  Minimum Fixed Charge Coverage...................................................................       116
Section 8.12.  Minimum Interest Coverage.......................................................................       116
Section 8.13.  Maximum Total Debt Ratio........................................................................       117
Section 8.14.  Maximum Capital Expenditures....................................................................       117
Section 8.15.  Restricted Payments.............................................................................       117
</TABLE>

                                       iii

<PAGE>

<TABLE>
<S>                                                                                                                   <C>
Section 8.16.  ERISA...........................................................................................       119
Section 8.17.  Limitations on Sale and Leaseback Transactions .................................................       119
Section 8.18.  Limitation on Restriction of Subsidiary Dividends and Distributions.............................       119
Section 8.19.  Inconsistent Agreements.........................................................................       120
Section 8.20.  Change in Business..............................................................................       120
Section 8.21.  Amendments to Certain Documents.................................................................       120
Section 8.22.  Accounting Changes..............................................................................       120
Section 8.23.  Limitation on Issuance of Guaranty Obligations..................................................       120
Section 8.24.  Senior Debt Designation.........................................................................       121
Section 8.25.  Amendment of Constitutive Documents.............................................................       121
Section 8.26.  Partnerships, Etc. .............................................................................       121

                                    ARTICLE IX

                                EVENTS OF DEFAULT

Section 9.1.   Event of Default................................................................................       121
Section 9.2.   Remedies........................................................................................       124
Section 9.3.   Application of Funds............................................................................       125
Section 9.4.   Rights Not Exclusive ...........................................................................       125

                                    ARTICLE X

                                   THE AGENTS

Section 10.1.  Appointment and Authorization ..................................................................       126
Section 10.2.  Delegation of Duties ...........................................................................       126
Section 10.3.  Liability of Agents.............................................................................       127
Section 10.4.  Reliance by Agents..............................................................................       127
Section 10.5.  Notice of Default...............................................................................       128
Section 10.6.  Credit Decision; Disclosure of Information by Administrative Agent..............................       128
Section 10.7.  Indemnification of Agents ......................................................................       128
Section 10.8.  Bank of America, JPMorgan Chase, Harris Bank, Morgan Stanley and UBS in
                Their Individual Capacity......................................................................       129
Section 10.9.  Successor Administrative Agent..................................................................       129
Section 10.10. Collateral Agent May File Proofs of Claim.......................................................       130
Section 10.11. Collateral and Guaranty Matters.................................................................       131
Section 10.12. Other Agents; Arrangers and Managers ...........................................................       131

                                   ARTICLE XI

                                  MISCELLANEOUS

Section 11.1.  Amendments and Waivers..........................................................................       132
Section 11.2.  Notices and Other Communications; Facsimile Copies .............................................       133
Section 11.3.  No Waiver; Cumulative Remedies .................................................................       135
Section 11.4.  Costs and Expenses..............................................................................       135
</TABLE>

                                      iv

<PAGE>

<TABLE>
<S>                                                                                                                   <C>
Section 11.5.  Company Indemnification ........................................................................       136
Section 11.6.  Payments Set Aside..............................................................................       137
Section 11.7.  Successors and Assigns.............................................. ...........................       137
Section 11.8.  Confidentiality.................................................................................       141
Section 11.9.  Set-off.........................................................................................       141
Section 11.10. Automatic Debits of Fees........................................................................       142
Section 11.11. Notification of Addresses, Lending Offices, Etc ................................................       142
Section 11.12. Interest Rate Limitation........................................................................       142
Section 11.13. Counterparts....................................................................................       142
Section 11.14. Integration.....................................................................................       143
Section 11.15. Survival of Representations and Warranties......................................................       143
Section 11.16. Severability....................................................................................       143
Section 11.17. Tax Forms.......................................................................................       143
Section 11.18. Replacement of Lenders .........................................................................       145
Section 11.19. Third Parties...................................................................................       145
Section 11.20. Governing Law and Jurisdiction..................................................................       145
Section 11.21. Waiver of Jury Trial............................................................................       146
</TABLE>

SCHEDULES

Schedule I        Commitments and Percentages
Schedule II       Subsidiary Guarantors
Schedule III      Existing Letters of Credit
Schedule 6.5      Litigation
Schedule 6.7      ERISA Disclosure
Schedule 6.9      Liens
Schedule 6.11     Financial Condition
Schedule 6.14     Intellectual Property Disclosure
Schedule 6.15     Subsidiaries
Schedule 6.16     Insurance Disclosure
Schedule 6.18     Real Property Rights
Schedule 6.25     Existing Debt
Schedule 6.26     Surviving Debt
Schedule 8.2(f)   Assets Held for Sale
Schedule 8.4(1)   Investments
Schedule 8.8(c)   Contingent Obligations
Schedule 11.2     Agent's Payment Office; Lending Offices; Addresses for Notices

EXHIBITS

Exhibit A         Form of Assignment and Assumption
Exhibit B         Form of Bailee's Consent
Exhibit C         Form of Borrowing Base Certificate
Exhibit D         Form of Compliance Certificate
Exhibit E         Form of Landlord's Consent
Exhibit F         Form of Note

                                       v

<PAGE>

Exhibit G         Form of Notice of Borrowing
Exhibit H         Form of Notice of Conversion/Continuation
Exhibit I-1       Form of Solvency Certificate for the Company
Exhibit I-2       Form of Solvency Certificate for DMFC
Exhibit I-3       Form of Solvency Certificate for each Subsidiary Guarantor
Exhibit J         Subordination Terms
Exhibit K         Form of Warhouseman's Consent
Exhibit L-l       Form of Heinz Guaranty
Exhibit L-2       Form of DMFC Guaranty
Exhibit L-3       Form of Subsidiary Guaranty
Exhibit M-l       Form of legal opinion of Gibson, Dunn & Crutcher LLP
Exhibit M-2       Form of internal counsel opinion to each of the Loan Parties
Exhibit M-3       Form of in-house or local counsel opinion in respect of
                   certain corporate matters relating to the Real Properties
Exhibit M-4       Form of local counsel opinion in respect of the Real
                   Properties
Exhibit N         Form of Security Agreement
Exhibit O         Form of Mortgage
Exhibit P         Form of Intellectual Property Security Agreement

                                       vi

<PAGE>

                                CREDIT AGREEMENT

                  This CREDIT AGREEMENT is entered into as of December 20, 2002,
among SKF FOODS INC. (hereinafter referred to as "SPINCO" or the "COMPANY") (to
be known after the consummation of the Transactions as Del Monte Corporation), a
Delaware corporation, the several financial institutions from time to time party
to this Agreement in their capacity as Lenders, BANK OF AMERICA, N.A., as
Administrative Agent, Collateral Agent, Swingline Lender and Issuing Lender,
JPMORGAN CHASE BANK, as Syndication Agent, and HARRIS TRUST AND SAVINGS BANK,
MORGAN STANLEY & CO. INCORPORATED and UBS WARBURG LLC, as Co-Documentation
Agents. Capitalized terms used herein shall have the meanings assigned thereto
in Section 1.1 of this Agreement.

                              W I T N E S S E T H :

                  WHEREAS, pursuant to (a) a Separation Agreement, dated as of
June 12, 2002 (the "SEPARATION AGREEMENT"), between H.J. Heinz Company, a
Pennsylvania corporation ("HEINZ"), and SpinCo and (b) an Agreement and Plan of
Merger, dated as of June 12, 2002 (the "AGREEMENT AND PLAN OF MERGER"), among
Heinz, SpinCo, Del Monte Corporation, a New York corporation (hereinafter
referred to as "EXISTING DEL MONTE"), and Del Monte Foods Company, a Delaware
corporation (hereinafter referred to as "DMFC"), pursuant to which the parties
thereto have agreed to enter into a series of transactions related to the
acquisition by DMFC of certain businesses from Heinz, as follows: (i) Heinz will
transfer (the "TRANSFER") to SpinCo the assets and operations comprising the
Businesses in exchange for all of the Equity Interests in SpinCo, cash in an
amount equal to the Bank Debt Amount (as such term is defined in the Separation
Agreement) and $300,000,000 in aggregate principal amount of New Subordinated
Notes (the "DISTRIBUTED NOTES"), (ii) immediately following the Transfer, Heinz
will transfer the Distributed Notes to H.J. Heinz Finance Company, a Delaware
corporation ("HEINZ FINANCE"), in satisfaction of Indebtedness owed by Heinz to
Heinz Finance (the "DEBT EXCHANGE"), (iii) immediately following the Debt
Exchange, Heinz will distribute the Equity Interests in SpinCo to its
shareholders (the "SPIN-OFF"), and (iv) immediately following the Spin-off,
Existing Del Monte will merge (the "MERGER", and collectively with the Transfer
and the Spin-off and any and all transactions related to each of the foregoing,
the "TRANSACTIONS") with and into SpinCo following which SpinCo will be the
surviving corporation (the "SURVIVING CORPORATION") in accordance with the terms
and conditions set forth in the Agreement and Plan of Merger;

                  WHEREAS, Existing Del Monte, DMFC, Bank of America, N.A., as
Administrative Agent, certain financial institutions in their capacity as
lenders, JPMorgan Chase Bank (as successor in interest to The Chase Manhattan
Bank), as Syndication Agent and Deutsche Bank AG, New York Branch (as successor
in interest to Bankers Trust Company), as Documentation Agent are parties to
that certain Third Amended and Restated Credit Agreement dated as of May
15, 2001 (as amended, modified or otherwise supplemented from time to time, the
"EXISTING CREDIT FACILITY"), which amended and restated a Second Amended and
Restated Credit Agreement, dated as of January 14, 2000, which amended and
restated an Amended and Restated Credit Agreement dated as of December 17, 1997
which amended and restated a Credit Agreement dated as of April 18,1997;

<PAGE>

                  WHEREAS, SpinCo has requested that (a) (i) the Term A Lenders
lend to the Company up to $195,000,000 under a Term A loan facility (the "TERM A
LOAN FACILITY") and (ii) the Term B Lenders (including both the Euro Term B
Lenders and the Dollar Term B Lenders) lend to the Company up to $750,000,000
under a Term B loan facility (the "TERM B LOAN FACILITY"}, the proceeds of which
will be used by the Company to fund payment of the Bank Debt Amount to Heinz,
replace or refinance certain Indebtedness of the Surviving Corporation
(including, without limitation, Indebtedness outstanding under the Existing
Credit Facility) and to pay Transaction Costs and (b) the Revolving Credit
Lenders lend to the Company and issue letters of credit for the account of the
Company in an aggregate amount not to exceed $300,000,000 at any time
outstanding (the "REVOLVING CREDIT FACILITY", and together with the Term A
Facility and the Term B Facility, the "SENIOR CREDIT FACILITIES"), the proceeds
of which will be used to replace or refinance certain Indebtedness of the
Surviving Corporation (including, without limitation, Indebtedness outstanding
under the Existing Credit Facility), to pay Transaction Costs and otherwise be
available for general corporate purposes of the Company, including working
capital and Capital Expenditures;

                  WHEREAS, the Company intends to issue unsecured and
subordinated notes on terms and conditions satisfactory in all material respects
to the Arrangers in an aggregate face amount of up to $450,000,000, $300,000,000
of which shall be used as part of the consideration to be paid to Heinz in
connection with the consummation of the Transactions and the remainder of which
shall be used to replace or refinance certain Indebtedness of the Surviving
Corporation and to pay Transaction Costs and which shall in any case be
subordinated to the Obligations on the Subordination Terms (the "NEW
SUBORDINATED NOTES);

                  WHEREAS, the Lenders have indicated their willingness to offer
to lend amounts under the Senior Credit Facilities on the terms and conditions
of this Agreement;

                  NOW, THEREFORE, in consideration of the mutual agreements,
provisions and covenants contained herein, the parties hereto covenant and agree
as follows:

                                    ARTICLE I

                                   DEFINITIONS

                  Section 1.1. Certain Defined Terms. In this Agreement,
including the foregoing preamble and recitals, the following terms have the
following meanings:

                  "ACCEPTING LENDERS" has the meaning specified in Section
         2.7(g).

                  "ACCOUNT DEBTOR" means any Person who is obligated to the
         Company or any Domestic Subsidiary under, with respect to or an account
         of any Receivable.

                  "ACQUIRED INDEBTEDNESS" means with respect to any Person,
         mortgage Indebtedness or Indebtedness with respect to Capital Leases of
         such Person existing at the time such Person became a Subsidiary of the
         Company or assumed by the Company or a Subsidiary of the Company in an
         Acquisition permitted hereunder (and not created or incurred in
         connection with or in anticipation of such Acquisition); provided that
         such Indebtedness is purchase money Indebtedness or Indebtedness with
         respect to a Capital

                                        2

<PAGE>

         Lease, as the case may be, and was incurred by such Person to finance
         the acquisition of property or, in either case, such Indebtedness was
         incurred to refinance such Indebtedness, and the principal amount of
         such Indebtedness does not exceed the purchase price of such property.

                  "ACQUISITION" means any transaction or series of related
         transactions for the purpose of, or resulting directly or indirectly
         in, (a) the acquisition of all or substantially all of the assets of a
         Person, or of any business or division of a Person, (b) the acquisition
         of in excess of 50% of the Equity Interests in any Person, or otherwise
         causing any Person to become a Subsidiary of any Loan Party or (c) a
         merger or consolidation or any other combination with another Person
         (other than a Person that is a Loan Party or a Subsidiary thereof);
         provided that the Company or a Subsidiary of the Company or DMFC is the
         surviving entity.

                  "ACQUISITION PROSPECT means each Person whose Equity
         Interests or assets are intended to be acquired in an Acquisition
         permitted under Section 8.4(i) including, in each case, the assets and
         the liabilities of such Person.

                  "ADMINISTRATIVE AGENT" means Bank of America in its capacity
         as administrative agent for the Lenders hereunder and under any of the
         other Loan Documents, and any successor administrative agent arising
         under Section 10.9.

                  "ADMINISTRATIVE QUESTIONNAIRE" means an Administrative
         Questionnaire in a form supplied by the Administrative Agent and
         provided by each Lender to the Company and the Administrative Agent.

                  "AFFILIATE" means, with respect to any Person, any other
         Person which, directly or indirectly, is in control of, is controlled
         by, or is under common control with, such Person. A Person shall be
         deemed to control another Person if the controlling Person possesses,
         directly or indirectly, the power to direct or cause the direction of
         the management and policies of such other Person, whether through the
         ownership of Equity Interests in such Person by contract, or otherwise.
         Without limiting the foregoing, any Person which is an officer,
         director or shareholder of the Company, or a member of the immediate
         family of any such officer, director or shareholder, shall be deemed to
         be an Affiliate of the Company.

                  "AGENT" means the Administrative Agent, the Collateral Agent,
         the Syndication Agent or any of the Co-Documentation Agents.

                  "AGENT-RELATED PERSONS" means the Administrative Agent, the
         Collateral Agent and any successor administrative agent or collateral
         agent arising under Section 10.9, the Issuing Lender and any successor
         Issuing Lender, and the Swingline Lender and any successor Swingline
         Lender, whether or not acting in such capacities, together with their
         respective Affiliates (including Bane of America Securities LLC), and
         the officers, directors, employees, agents and attorneys-in-fact of
         such Persons and Affiliates.

                                        3

<PAGE>

                  "AGENT'S PAYMENT OFFICE" means the address for payments set
         forth on Schedule 11.2 in relation to the Administrative Agent, or such
         other address as the Administrative Agent may from time to time specify
         in writing.

                  "AGREEMENT" means this Credit Agreement.

                  "AGREEMENT AND PLAN OF MERGER" has the meaning specified in
         the preliminary statements hereto.

                  "AGREEMENT CURRENCY" has the meaning specified in
         Section 3.10(b)(vi).

                  "ANNUALIZED AMOUNT" means with respect to any item or amount
         for any Computation Period, the sum (a) of such item or amount (such
         amount being the "ACTUAL AMOUNT") for each of the fiscal quarters
         occurring in such Computation Period which ended on or after the date
         of this Agreement (the "ACTUAL FISCAL QUARTERS") plus (b) an amount
         equal to (i) the Actual Amount divided by the number of Actual Fiscal
         Quarters multiplied by (ii) the number of fiscal quarters occurring in
         such Computation Period which ended prior to the date of this
         Agreement.

                  "APPLICABLE PERCENTAGE" means the following percentages per
         annum, (a) for the period commencing with and including the date hereof
         and ending with, but excluding, the six month anniversary of the
         Initial Distribution Date, with respect to any Commercial Letter of
         Credit, 3.00% and with respect to any Standby Letter of Credit, 3.50%
         and (b) for each period commencing and including, the six month
         anniversary of the Initial Distribution Date, to, but excluding the
         date on which the Loans are paid in full, the percentage indicated
         below during such period, based upon Total Debt Ratio as set forth in
         the most recent Compliance Certificate received by the Administrative
         Agent pursuant to Section 7.2(b):

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
                                           APPLICABLE PERCENTAGE FOR       APPLICABLE PERCENTAGE FOR
TOTAL DEBT RATIO                           COMMERCIAL LETTER OF CREDIT     STANDBY LETTERS OF CREDIT
----------------------------------------------------------------------------------------------------
<S>                                        <C>                             <C>
>3.50:1.00                                           3.00%                          3.50%
----------------------------------------------------------------------------------------------------
< than = to 3.50:1 but > 3.00:1.00                   2.75%                          3.25%
----------------------------------------------------------------------------------------------------
< than = to 3.00:1.00 but > 2.5:1.00                 2.25%                          2.75%
----------------------------------------------------------------------------------------------------
< than = to 2.50:1.00                                2.00%                          2.50%
----------------------------------------------------------------------------------------------------
</TABLE>

         The "APPLICABLE PERCENTAGE" shall be adjusted, to the extent
         applicable, not later than 45 days (or, in the case of the last fiscal
         quarter of any year, not later than 90 days) after the end of each
         fiscal quarter based on the Total Debt Ratio as of the last day of such
         fiscal quarter; provided that (i) any such adjustment shall be
         effective only upon the earlier of (A) delivery of a certificate signed
         by a Responsible Officer calculating the Total Debt Ratio and (B)
         delivery of the financial statements required by Section 7.1 (a) or
         7.1(b), as applicable, with respect to such fiscal quarter, and the
         related Compliance Certificate; (ii) if any adjustment becomes
         effective pursuant to the preceding clause (i)(A) the Total Debt
         Ratio shall be recalculated upon the first delivery of financial
         statements pursuant to Section 7.1 (a) or 7.1(b) after the delivery of
         the officer's certificate referred to in such

                                        4

<PAGE>

         clause, and if such recalculation indicates that the Total Debt Ratio
         on the last day of such fiscal quarter was different from that reported
         in such officer's certificate, (I) the "APPLICABLE PERCENTAGE" shall be
         readjusted based on the recalculated Total Debt Ratio and (II) if the
         recalculated Total Debt Ratio is higher than that reported on the
         officer's certificate and results in a higher Applicable Percentage,
         the Company shall immediately pay an amount equal to the additional
         letter of credit fees that would have accrued thereto if the adjustment
         based on such officer's certificate had not occurred, which amounts
         shall be paid (y) immediately, to the extent that any date of payment
         of such letter of credit fees to which such amounts related have
         occurred and (z) otherwise, on the dates scheduled for payment of
         letter of credit fees to which such amounts relate, and (III) if the
         Company fails to deliver the financial statements required by Section
         7.1(a) or 7.1(b), as applicable, and the related Compliance Certificate
         required by Section 7.2(b) by the 45th day (or, if applicable, the 90th
         day) after any fiscal quarter, the highest fee rates set forth above
         shall apply until such financial statements and Compliance Certificate
         are delivered.

                  "APPLICABLE RATE" means the following percentages per annum,
         (a) for the period commencing and including the date hereof ending
         with, but excluding, the six month anniversary of the Initial
         Distribution Date, (i) with respect to any Base Rate Revolving Credit
         Loan, 2.50%, (ii) with respect to any Base Rate Term A Loan, 2.50%,
         (iii) with respect to any Base Rate Term B Loan, 2,75%, (iv) with
         respect to any Eurodollar Rate Revolving Credit Loan, 3.50%, (v) with
         respect to any Eurodollar Rate Term A Loan, 3.50%, (vi) with respect to
         any Eurocurrency Rate Term B Loan or Eurodollar Rate Term B Loan, 3.75%
         and (b) for each period commencing with and including the six month
         anniversary of the Initial Distribution Date, to, but excluding the
         date on which the Loans are paid in full, the percentage indicated
         below during such period, based upon Total Debt Ratio as set forth in
         the most recent Compliance Certificate received by the Administrative
         Agent pursuant to Section 7.2(b):

                                 APPLICABLE RATE
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL DEBT RATIO         >3.50:1.00    < than = to 3.50:1 BUT >3.00:1.00   < than = to 3.00:1 BUT >2.50:1OO   < than = to 2.50:1.00
-----------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>           <C>                                 <C>                                <C>
BASE RATE REVOLVING        2.50%                    2.25%                                 1.75%                        1.50%
CREDIT LOANS
-----------------------------------------------------------------------------------------------------------------------------------
BASE RATE TERM A LOANS     2.50%                    2.25%                                 1.75%                        1.50%
-----------------------------------------------------------------------------------------------------------------------------------
BASE RATE TERM B LOANS     2.75%                    2.75%                                 2.75%                        2.75%
-----------------------------------------------------------------------------------------------------------------------------------
EURODOLLAR RATE            3.50%                    3.25%                                 2.75%                        2.50%
REVOLVING CREDIT LOANS
-----------------------------------------------------------------------------------------------------------------------------------
EURODOLLAR RATE TERM A     3.50%                    3.25%                                 2.75%                        2.50%
LOANS
-----------------------------------------------------------------------------------------------------------------------------------
EUROCURRENCY RATE TERM     3.75%                    3.75%                                 3.75%                        3.75%
B LOANS AND EURODOLLAR
RATE TERM B LOANS
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                        5

<PAGE>

         The "APPLICABLE RATE" shall be adjusted, to the extent applicable, not
         later than 45 days (or, in the case of the last fiscal quarter of any
         year, not later than 90 days) after the end of each fiscal quarter
         based on the Total Debt Ratio as of the last day of such fiscal
         quarter; provided that (i) any such adjustment shall be effective only
         upon the earlier of (A) delivery of a certificate signed by a
         Responsible Officer calculating the Total Debt Ratio and (B) delivery
         of the financial statements required by Section 7.1(a) or 7.1(b), as
         applicable, with respect to such fiscal quarter, and the related
         Compliance Certificate; (ii) if any adjustment becomes effective
         pursuant to the preceding clause (i)(A), the Total Debt Ratio shall be
         recalculated upon the first delivery of financial statements pursuant
         to Section 7.1 (a) or 7.1(b) after the delivery of the officer's
         certificate referred to in such clause, and if such recalculation
         indicates that the Total Debt Ratio on the last day of such fiscal
         quarter was different from that reported in such officer's certificate,
         (I) the "APPLICABLE RATE" shall be readjusted based on the
         recalculated Total Debt Ratio and (II) if the recalculated Total Debt
         Ratio is higher than that reported on the officer's certificate and
         results in a higher Applicable Rate, the Company shall immediately pay
         an amount equal to the additional interest on the Loans that would have
         accrued thereto if the adjustment based on such officer's certificate
         had not occurred, which amounts shall be paid (y) immediately, to the
         extent that any date of payment of the Interest Payment Date to which
         such amounts related have occurred and (z) otherwise, on the Interest
         Payment Dates to which such amounts relate, and (III) if the Company
         fails to deliver the financial statements required by Section 7.1(a)
         or 7.1(b), as applicable, and the related Compliance Certificate
         required by Section 7.2(b) by the 45th day (or, if applicable, the 90th
         day) after any fiscal quarter, the highest fee rates set forth above
         shall apply until such financial statements and Compliance Certificate
         are delivered.

                  "APPROVED BANK" has the meaning specified in the definition of
         "CASH EQUIVALENT INVESTMENTS".

                  "APPROVED FUND" has the meaning specified in Section 11.7(g).

                  "ARRANGERS" means Bane of America Securities LLC, J.P. Morgan
         Securities Inc., Morgan Stanley & Co. Incorporated, and UBS Warburg
         LLC, each in its respective capacity as arranger.

                  "ASSET SALE" means the sale, transfer, license, lease or other
         disposition of any property by any Person (including any sale and
         leaseback transaction or any sale, assignment, transfer or other
         disposal, with or without recourse, of any notes or accounts receivable
         or any rights and claims associated therewith).

                  "ASSETS HELD FOR SALE" means assets of the Company and its
         Subsidiaries listed on Schedule 8.2(f).

                  "ASSIGNED AGREEMENT" has the meaning specified in Section
         7.15(e).

                  "ASSIGNMENT AND ASSUMPTION" means an Assignment and Assumption
         substantially in the form of Exhibit A.

                                        6

<PAGE>

                  "ATTORNEY COSTS" means and includes all reasonable fees and
         disbursements of any law firm or other external counsel and, without
         duplication, the allocated cost of internal legal services and all
         reasonable disbursements of internal counsel.

                  "AUTO-RENEWAL LETTER OF CREDIT" has the meaning specified in
         Section 3. 2(c).

                  "BAILEE'S CONSENT" means a document substantially in the form
         of Exhibit B, with appropriate insertions, or such other form as shall
         be acceptable to the Collateral Agent or Required Revolving Credit
         Lenders.

                  "BANK DEBT AMOUNT" has the meaning specified therefor in the
         Separation Agreement.

                  "BANK OF AMERICA" means Bank of America, N.A., a national
         banking association and its successors in interest.

                  "BANKRUPTCY CODE" means the Federal Bankruptcy Reform Act of
         1978 (11 U.S.C. Section 101, et seq.).

                  "BASE AMOUNT" has the meaning specified in Section 8. 14.

                  "BASE RATE" means, with respect to any Revolving Credit Loan,
         Term A Loan or Dollar Term B Loan, the Dollar Base Rate, and with
         respect to any Euro Term B Loan, the Euro Base Rate.

                  "BASE RATE LOAN" means any Base Rate Revolving Credit Loan,
         Base Rate Term A Loan, Dollar Base Rate Term B Loan, or Euro Base Rate
         Loan, as the context may require.

                  "BASE RATE REVOLVING CREDIT LOAN" means a Revolving Credit
         Loan that bears interest based on the Dollar Base Rate.

                  "BASE RATE TERM A LOAN" means a Term A Loan that bears
         interest based on the Dollar Base Rate.

                  "BORROWING" means a Revolving Credit Borrowing, a Swingline
         Borrowing, a Term A Borrowing, a Dollar Term B Borrowing or a Euro Term
         B Borrowing, as the context may require.

                  "BORROWING BASE" means, as of any date of determination, an
         amount equal to the total of (a) 85% of the unpaid amount (net of such
         reserves and allowances as the Collateral Agent deems necessary in its
         sole reasonable discretion and in accordance with its customary
         commercial lending practices) of all Eligible Receivables plus (b) 70%
         of all Eligible Inventory consisting of finished goods (whether labeled
         or unlabeled) or bulk tomato paste, valued at the lower of cost and
         market (net of such reserves and allowances as the Collateral Agent
         deems necessary in its sole reasonable discretion and in accordance
         with its customary commercial lending practices) plus (c) 20% of the
         value of all other Eligible Inventory, valued at the lower of cost and
         market (net of such reserves

                                        7

<PAGE>

         and allowances as the Collateral Agent deems necessary in its sole
         reasonable discretion and in accordance with its customary commercial
         lending practices) plus (d) an amount equal to the positive difference,
         if any, of (i) the aggregate cash purchase price paid by the Company
         and its Domestic Subsidiaries (including any related fees and expenses
         and amounts paid to refinance Indebtedness in connection therewith but
         excluding the amount of any cash purchase price funded with the
         proceeds of capital contributions to, or new Equity Interests in, the
         Company issued by the Company) in Acquisitions permitted under Section
         8.4(i) after the date hereof, to the extent funded with proceeds of
         Revolving Credit Loans minus (ii) an amount equal to the average
         calendar-month-end amount of the value of Receivables and Inventory of
         the business acquired in each such Acquisition (to the extent the same
         would have been eligible for inclusion in the Borrowing Base assuming
         such Acquisition had occurred a year earlier) for the year preceding
         such Acquisition, as shall be reasonably determined by a Responsible
         Officer of the Company, in each case multiplied by the applicable
         advance rate less (e) the net aggregate payable owing to growers or
         other suppliers of crops or produce at such time, to the extent that
         such payables are subject to statutory liens, trusts or priority
         claims; provided that if the Company is holding any Inventory at
         premises leased by the Company or with a bailee or warehouseman and
         with respect to which the Company shall not have obtained a Landlord's
         Consent, Bailee's Consent or Warehouseman's Consent, as applicable, the
         Company may request that a reserve equal to all rent payable by the
         Company with respect to such property for one year from the date of
         determination of the reserve (in the case of leased premises) or such
         other reserve in respect of storage, transportation and other charges
         as shall be acceptable to the Collateral Agent or the Required
         Revolving Credit Lenders (in the case of Inventory with a bailee or
         warehouseman) be established, in which case such reserve shall be, if
         any Inventory located at such premises is to be included in the
         Borrowing Base, deducted from the Borrowing Base and such Inventory
         shall not, solely by virtue of clause(c), clause (d) or clause (e) of
         the definition of "ELIGIBLE INVENTORY", be deemed ineligible. Nothing
         in this definition providing for reserves on Receivables or Inventory
         shall be construed as requiring the Company to set up reserves for
         financial reporting purposes.

                  "BORROWING BASE CERTIFICATE" means a certificate in
         substantially the form of Exhibit C, duly certified by the Responsible
         Officer of the Company.

                  "BORROWING DATE" means any date on which a Borrowing occurs
         under Section 2.3.

                  "BUSINESS DAY" means any day of the year on which banks are
         not required or authorized by law to close in New York City, San
         Francisco or Charlotte, North Carolina and, if the applicable Business
         Day relates to any Eurocurrency Rate Loan or Eurodollar Rate Loan, on
         which dealings in Dollar deposits are conducted by and between banks in
         the London interbank market, and in the case of any Eurocurrency Rate
         Loan, on which the Trans-European Automated Real-Time Gross Settlement
         Express Transfer (TARGET) System is open.

                  "BUSINESSES" means, collectively, Heinz' (a) dry and canned
         pet food and pet snacks businesses in the United States and Canada, (b)
         specialty pet food businesses

                                        8

<PAGE>

         conducted under the "Nature's Recipe", "IVD", "TechniCal and "MediCal"
         trademarks worldwide, (c) ambient tuna business in the United States,
         (d) other ambient seafood products currently marketed by the Star-Kist
         Seafood business unit in the United States, (e) retail private label
         soup and retail private label gravy businesses in the United States,
         (f) broth business conducted in the United States under the trademark
         "College Inn" and (g) infant feeding business in the United States,
         including pureed foods produced in the Pittsburgh plant.

                  "CAPITAL EXPENDITURES" means, with respect to any Person for
         any period, any expenditure in respect of the purchase or other
         acquisition of any fixed or capital asset, which, in accordance with
         GAAP would be required to be capitalized, but excluding expenditures
         made in connection with the replacement, substitution or restoration of
         assets to the extent financed (a) from insurance proceeds (or other
         similar recoveries) paid on account of the loss of or damage to the
         assets being replaced or restored or (b) with awards of compensation
         arising from the taking by eminent domain or condemnation of the assets
         being replaced.

                  "CAPITAL LEASE" means any lease that has been or should be, in
         accordance with GAAP, recorded as a capitalized lease.

                  "CASH COLLATERAL ACCOUNT" has the meaning specified in the
         preliminary statements of the Security Agreement.

                  "CASH COLLATERALIZE" has the meaning specified in Section 3.7.

                  "CASH EQUIVALENT INVESTMENTS" means any of the following types
         of Investments, to the extent owned by any Loan Party or any of their
         respective Subsidiaries:

                           (a)      securities issued or directly and fully
                  guaranteed or insured by the United States of America or any
                  agency or instrumentality thereof (provided that the full
                  faith and credit of the United States of America is pledged in
                  support thereof) having maturities of not more than three
                  years from the date of acquisition;

                           (b)      marketable direct obligations issued by any
                  State of the United States of America or any local government
                  or other political subdivision thereof rated (at the time of
                  acquisition of such security) at least "AA" by S&P, or the
                  equivalent thereof by Moody's having maturities of not more
                  than one year from the date of acquisition;

                           (c)      time deposits (including eurodollar time
                  deposits), certificates of deposit (including eurodollar
                  certificates of deposit) and bankers, acceptances of (i) any
                  Lender or any Affiliate of any Lender, (ii) any commercial
                  bank of recognized standing either organized under the laws of
                  the United States (or any State or territory thereof) or
                  another country (or a political subdivision thereof) which is
                  a member of the Organization for Economic Cooperation and
                  Development and acting through a branch or agency located in
                  the United States, in either case having capital and surplus
                  in excess of $250,000,000 or (iii) any

                                        9

<PAGE>

                  bank whose short-term commercial paper rating (at the time of
                  acquisition of such security) by S&P is at least "A-1" or the
                  equivalent thereof (any such bank, an "APPROVED BANK"), in
                  each case with maturities of not more than six months from the
                  date of acquisition;

                           (d)      commercial paper and variable or fixed rate
                  notes issued by any Lender or Approved Bank or by the parent
                  company of any Lender or Approved Bank and commercial paper
                  and variable rate notes issued by, or guaranteed by, any
                  industrial or financial company with a short-term commercial
                  paper rating (at the time of acquisition of such security) of
                  at least "A-1" or the equivalent thereof by S&P or at least
                  "P-1" or the equivalent thereof by Moody's, or guaranteed by
                  any industrial company with a long-term unsecured debt rating
                  (at the time of acquisition of such security) of at least "AA"
                  or the equivalent thereof by S&P or at least "Aa" or the
                  equivalent thereof by Moody's and in each case maturing within
                  one year after the date of acquisition; and

                           (e)      repurchase agreements with any Lender or any
                  primary dealer maturing within one year from the date of
                  acquisition that are fully collateralized by investment
                  instruments that would otherwise be Cash Equivalent
                  Investments; provided that the terms of such repurchase
                  agreements comply with the guidelines set forth in the
                  "Federal Financial Institutions Examination Council
                  Supervisory Policy -- Repurchase Agreements of Depository
                  Institutions With Securities Dealers and Others, as adopted by
                  the Comptroller of the Currency on October 31, 1985".

                  "CERCLA" means the Comprehensive Environmental Response,
         Compensation and Liability Act of 1980, as amended from time to time.

                  "CERCLIS" means the Comprehensive Environmental Response,
         Compensation and Liability Information System, as maintained by the
         U.S. Environmental Protection Agency.

                  "CHANGE OF CONTROL" means:

                           (a)      any "person" or "group" (as such terms are
                  used in Sections 13(d) and 14(d) of the Exchange Act, but
                  excluding any employee benefit plan of such person or its
                  subsidiaries, and any person or entity acting in its capacity
                  as trustee, agent or other fiduciary or administrator of any
                  such plan) becomes (other than TPG Partners or its Affiliates
                  or pursuant to the Transactions) the "beneficial owner" (as
                  defined in Rules 13d-3 and 13d-5 under the Exchange Act,
                  directly or indirectly, of 35% or more of the Equity Interests
                  in DMFC entitled to vote for members of the Board of Directors
                  or equivalent governing body of DMFC on a fully diluted basis;
                  or

                           (b)      after giving effect to the Transactions,
                  during any period of 24 consecutive months, a majority of the
                  Board of Directors or other equivalent governing body of DMFC
                  cease to be composed of individuals (i) who were

                                       10

<PAGE>

                  members of that Board or equivalent governing body on the
                  first day of such period, (ii) whose election or nomination to
                  that board or equivalent governing body was approved by
                  individuals referred to in clause (i) above constituting at
                  the time of such election or nomination at least a majority of
                  that Board or equivalent governing body or (iii) whose
                  election or nomination to that board or other equivalent
                  governing body was approved by individuals referred to in
                  clauses (i) and (ii) above constituting at the time of such
                  election or nomination at least a majority of that Board or
                  equivalent governing body; or

                           (c)      with the written consent or agreement of the
                  Company, DMFC or any of their respective Subsidiaries, any
                  Person or two or more Persons acting in concert shall have
                  acquired by contract or otherwise, or shall have entered into
                  a contract or arrangement that, upon consummation thereof,
                  will result in its or their acquisition of the power to
                  exercise, directly or indirectly, control over the Equity
                  Interests in DMFC entitled to vote for members of the Board of
                  Directors or equivalent governing body of DMFC on a fully
                  diluted basis representing 35% or more of the combined voting
                  power of such Equity Interests (other than TPG Partners or any
                  of its Affiliates or pursuant to the Agreement and Plan of
                  Merger); or

                           (d)      after giving effect to the Transactions,
                  DMFC shall cease, directly or indirectly, to own and control
                  legally and beneficially all of the Equity Interests in the
                  Company; or

                           (e)      any event similar to the events contemplated
                  in clauses (a) through (d) above (including any "Change in
                  Control" as defined in the Existing Subordinated Notes
                  Indenture or the New Subordinated Notes Indenture) however
                  designated shall occur with the effect that the Company, DMFC
                  or any other Loan Party is required to redeem or repurchase
                  any of the Existing Subordinated Notes, the New Subordinated
                  Notes or any other similar publicly traded subordinated debt
                  security issued by the Company, DMFC or any other Loan Party
                  either in connection with the refinancing of the Existing
                  Subordinated Notes, the New Subordinated Notes or otherwise.

                  "CODE" means the Internal Revenue Code of 1986.

                  "CO-DOCUMENTATION AGENTS" means each of Harris Trust and
         Savings Bank, Morgan Stanley & Co. Incorporated and UBS Warburg LLC, in
         its capacity as documentation agent for the Lenders.

                  "COLLATERAL" means all of the "Collateral" referred to in the
         Collateral Documents and all of the other property and assets that are
         or are intended under the terms of the Collateral Documents to be
         subject to Liens in favor of the Collateral Agent for the benefit of
         the Secured Parties.

                                       11

<PAGE>

                  "COLLATERAL AGENT" means Bank of America in its capacity as
         collateral agent for the Lenders hereunder and under the other Loan
         Documents and any successor collateral agent arising under
         Section 10.9.

                  "COLLATERAL DOCUMENTS" means, collectively, the Security
         Agreement, the Intellectual Property Security Agreement, the Mortgages,
         each of the mortgages, collateral assignments, supplements to the
         Security Agreement, the Intellectual Property Security Agreement,
         security agreements, pledge agreements or other similar agreements
         delivered to the Collateral Agent and the Lenders pursuant to Section
         7.15, and each of the other agreements, instruments or documents that
         creates or purports to create a Lien in favor of the Collateral Agent
         for the benefit of the Secured Parties.

                  "COMMERCIAL LETTER OF CREDIT" means any Letter of Credit which
         is drawable upon presentation of a sight draft and other documents
         evidencing the sale or shipment of goods purchased by the Company in
         the ordinary course of business.

                  "COMMITMENT" means a Term A Commitment, a Term B Commitment or
         a Revolving Credit Commitment, as the context may require.

                 "COMMON STOCK" means the common stock, par value $1.00 per
         share, of the Company.

                  "COMPANY" has the meaning specified in the introductory
         paragraph of this Agreement.

                  "COMPENSATION PERIOD" has the meaning specified in
         Section 2.12(c)(ii).

                  "COMPLIANCE CERTIFICATE" means a certificate substantially in
         the form of Exhibit D.

                 "COMPUTATION PERIOD" means any period of four consecutive
         fiscal quarters commencing with the four consecutive fiscal quarters
         ending on or closest to April 30, 2003 and ending on the last day of a
         fiscal quarter.

                  "CONSOLIDATED NET INCOME" means, for any period, with respect
         to any Person and its Subsidiaries, the net income (or loss) of such
         Person and its Subsidiaries on a consolidated basis for such period.
         Notwithstanding the foregoing, "CONSOLIDATED NET INCOME" of DMFC shall
         be calculated without giving effect to any charges arising from any
         purchase accounting valuation adjustments over historical cost of any
         Person or assets acquired, as required or permitted by Statements of
         Financial Accounting Standards (SFAS) 141 and 142.

                  "CONTINGENT OBLIGATION" means, as to any Person, any direct or
         indirect liability of such Person, whether or not contingent, with or
         without recourse: (a) with respect to any Indebtedness, lease,
         dividend, letter of credit or other obligation (the "PRIMARY
         OBLIGATION") of another Person (the "PRIMARY OBLIGOR"), including any
         obligation of such Person (i) to purchase, repurchase or otherwise
         acquire such primary obligation or any security therefor, (ii) to
         advance or provide funds for the payment or discharge of any

                                       12

<PAGE>

         primary obligation, or to maintain working capital or equity capital of
         the primary obligor or otherwise to maintain the net worth or solvency
         or any balance sheet item, level of income or financial condition of
         the primary obligor, (iii) to purchase property, securities or services
         primarily for the purpose of assuring the owner of any primary
         obligation of the ability of the primary obligor to make payment of
         such primary obligation or (iv) otherwise to assure or hold harmless
         the holder of any primary obligation against loss in respect thereof
         (each, a "GUARANTY OBLIGATION"); (b) with respect to any Surety
         Instrument (other than any Letter of Credit) issued for the account of
         such Person or as to which such Person is otherwise liable for
         reimbursement of drawings or payments; (c) to purchase any materials,
         supplies or other property from, or to obtain the services of, another
         Person if the relevant contract or other related document or obligation
         requires that payment for such materials, supplies or other property,
         or for such services, shall be made regardless of whether delivery of
         such materials, supplies or other property is ever made or tendered, or
         such services are ever performed or tendered; or (d) in respect of any
         Swap Contract. The amount of any Contingent Obligation shall (1) in the
         case of Guaranty Obligations, be deemed equal to the stated or
         determinable amount of the primary obligation in respect of which such
         Guaranty Obligation is made or, if not stated or if indeterminable, the
         maximum reasonably anticipated liability in respect thereof, (2) in the
         case of Swap Contracts, be equal to the Swap Termination Value as of
         any date of determination and (3) in the case of other Contingent
         Obligations, be equal to the maximum reasonably anticipated liability
         in respect thereof.

                  "CONTRACTUAL OBLIGATION" means, as to any Person, any
         provision of any security issued by such Person or of any agreement,
         undertaking, contract, indenture, mortgage, deed of trust or other
         instrument, document or agreement to which such Person is a party or by
         which it or any of its property is bound.

                  "CONVERSION/CONTINUATION DATE" means any date on which, under
         Section 2.4, the Company (a) converts Loans of one Type to the other
         Type or (b) continues as Eurocurrency Rate Loans or Eurodollar Rate
         Loans, as the case may be, but with a new Interest Period, Eurocurrency
         Rate Loans or Eurodollar Rate Loans, as the case may be, having
         Interest Periods expiring on such date.

                  "DECLINING LENDER" has the meaning specified in
         Section 2.7(g).

                  "DEFAULT" means any event or circumstance which, with the
         giving of notice, the lapse of time, or both, would (if not cured or
         otherwise remedied during such time) constitute an Event of Default.

                  "DESIGNATED PROCEEDS" has the meaning specified in
         Section 2.7(b).

                  "DISCLOSED LITIGATION" has the meaning specified in
         Section 5.1(d).

                  "DISTRIBUTED NOTES" has the meaning specified in the
         preliminary statements hereto.

                  "DMFC" has the meaning specified in the preliminary statements
         hereto.

                                       13

<PAGE>

                  "DOLLAR AMOUNT" means, in relation to any Indebtedness at any
         time (a) denominated in Dollars, the amount of such Indebtedness, and
         (b) denominated in a currency other than Dollars, the Dollar Equivalent
         of the amount of such Indebtedness on the last day of the immediately
         preceding calendar month.

                  "DOLLAR BASE RATE" means, for any day, with respect to any
         Loan other than a Euro Term B Loan, a fluctuating rate per annum equal
         to the higher of: (a) 0.50% per annum above the Federal Funds Rate and
         (b) the rate of interest in effect for such day as publicly announced
         from time to time by Bank of America as its "prime rate". The "prime
         rate" is a rate set by Bank of America based upon various factors
         including Bank of America's costs and desired return, general economic
         conditions and other factors, and is used as a reference point for
         pricing some loans, which may be priced at, above or below such
         announced rate. Any change in such rate announced by Bank of America
         shall take effect at the opening of business on the day specified in
         the public announcement of such change.

                  "DOLLAR BASE RATE TERM B LOAN" means a Dollar Term B Loan that
         bears interest based on the Dollar Base Rate.

                  "DOLLAR EQUIVALENT" means, in relation to an amount
         denominated in a currency other than Dollars, the amount of Dollars
         which could be purchased with such amount at the prevailing foreign
         exchange spot rate.

                  "DOLLAR TERM B BORROWING" means a borrowing consisting of
         simultaneous Dollar Term B Loans of the same Type made by the Dollar
         Term B Lenders.

                  "DOLLAR TERM B LENDERS" means each of the Term B Lenders whose
         Term B Commitment is denominated in Dollar on Schedule I hereto.

                  "DOLLAR TERM B LOAN" has the meaning specified in
         Section 2.1(b)(i)

                  "DOLLARS" and "$" mean lawful money of the United States.

                  "DOMESTIC SUBSIDIARY" means, with respect to any Person, any
         Subsidiary of such Person that is organized under the laws of any
         political subdivision of the United States.

                  "EBITDA" means, for any Computation Period, with respect to
         any Person,

                           (a)      Consolidated Net Income of such Person for
                  such Computation Period excluding, to the extent reflected in
                  determining such Consolidated Net Income, extraordinary gains
                  and losses for such Computation Period plus

                          (b)       to the extent deducted in determining
                  Consolidated Net Income and without duplication, Interest
                  Expense (including, without limitation, all costs incurred in
                  connection with the prepayment of any Indebtedness), income
                  tax expense, depreciation and amortization (including
                  amortization of goodwill and other intangible assets) of such
                  Person for such Computation Period, non-cash charges and
                  losses from sales of assets other than inventory sold in the
                  ordinary

                                       14

<PAGE>

                  course of business (provided that in the event cash
                  expenditures are made in such Computation Period to reduce any
                  non-cash charges established in such Computation Period or a
                  prior Computation Period, such cash expenditures shall be
                  deducted to calculate EBITDA for such Computation Period)
                  minus

                           (c)      to the extent reflected in determining
                  Consolidated Net Income and without duplication, non-cash
                  credits and gains of such Person from sales of assets other
                  than inventory sold in the ordinary course of business
                  (provided that in the event cash payments are received in such
                  Computation Period to offset any non-cash credits established
                  in such Computation Period or a prior Computation Period, such
                  cash payments shall be added to calculate EBITDA for such
                  Computation Period) plus

                           (d)      in the case of DMFC, to the extent deducted
                  in determining Consolidated Net Income of DMFC and without
                  duplication, Transaction Costs, Permitted Integration Expenses
                  and management incentive payments and other transaction fees,
                  costs and expenses incurred in connection with Acquisitions
                  permitted under Section 8.4(i);

         provided that for purposes of calculating EBITDA of DMFC for any
         calculation required to be made under the terms of this Agreement for
         any fiscal quarter ending prior to, and including, the fiscal quarter
         ending closest to October 31,2003, "EBITDA" shall be deemed to be
         $105,600,000 for the fiscal quarter ending closest to July 31,2002, and
         $ 119,900,000 for the fiscal quarter ending closest to October 31,2002;
         provided further that for any other Computation Period (i) the EBITDA
         (as calculated pursuant to clauses (a), (b), (c) and (d) above) of any
         Person, or attributable to any assets, acquired by the Company, DMFC or
         any of their respective Subsidiaries during such Computation Period
         shall be included on a pro forma basis for such period (assuming the
         consummation of each such acquisition and the incurrence or assumption
         of any Indebtedness in connection therewith occurred on the first day
         of such Computation Period, and including any pro forma expense and
         cost reductions calculated on a basis consistent with Regulation S-X
         under the Securities Act) if (A) either (1) the audited consolidated
         balance sheet of such acquired Person and its consolidated Subsidiaries
         as at the end of the fiscal year of such Person preceding the
         acquisition of such Person and the related audited consolidated
         statements of income, stockholders' equity and cash flows for such
         fiscal year have been provided to the Administrative Agent and the
         Lenders and have been reported on without a qualification arising from
         the scope of the audit or a "going concern" or like qualification or
         exception or (2) such other financial information furnished to the
         Lenders with respect to such Computation Period and such acquisition
         has been found acceptable by the Required Lenders and (B) either (1)
         any subsequent unaudited financial statements for such Person for the
         period prior to the acquisition of such Person were prepared on a basis
         consistent with such audited financial statements, have been provided
         to the Administrative Agent and the Lenders and have been reported on
         without a qualification arising from the scope of the audit or a "going
         concern" or like qualification or (2) such other financial information
         furnished to the Lenders with respect to such Computation Period and
         such acquisition has been found acceptable by the Required Lenders and
         (ii) the EBITDA (as calculated pursuant to clauses (a),(b),(c) and (d)
         above) of any Person,

                                       15

<PAGE>

         or attributable to any division or similar business unit, disposed of
         by the Company, DMFC or any of their respective Subsidiaries in an
         Asset Sale during such Computation Period will be excluded on a pro
         forma basis for such period (assuming the consummation of each such
         Asset Sale occurred on the first day of such Computation Period).

                  "EFFECTIVE AMOUNT" means, as of any date (a) with respect to
         any Revolving Credit Loans, Swingline Loans and Term Loans, the
         aggregate outstanding principal amount thereof after giving effect to
         any Borrowings and prepayments or repayments of Revolving Credit Loans,
         Swingline Loans and Term Loans occurring on such date; and (b) with
         respect to any outstanding L/C Obligations (i) the amount of such L/C
         Obligations on such date after giving effect to any Issuances of
         Letters of Credit occurring on such date and (ii) any other changes in
         the aggregate amount of the L/C Obligations as of such date, including
         as a result of any reimbursements of outstanding unpaid drawings under
         any Letter of Credit or any reduction in the maximum amount available
         for drawing under Letters of Credit taking effect on such date.

                  "ELIGIBLE ASSIGNEE" has the meaning specified in
         Section 11.7(g).

                  "ELIGIBLE INVENTORY" means as of any date of determination
         Inventory of the Company or any Domestic Subsidiary which meets the
         following requirements:

                           (a)      such Inventory is (i) subject to a perfected
                  Lien in favor of the Collateral Agent and (ii) not subject to
                  any other assignment, claim or Lien (other than Permitted
                  Liens of the type described in Section 8.1 (c) or Section
                  8.1(g) and statutory nonconsensual Liens in favor of growers);
                  provided that if the Company or such Domestic Subsidiary has
                  not delivered a Bailee's Consent, Warehouseman's Consent or
                  Landlord's Consent but the Collateral Agent has established
                  adequate reserves in respect thereof under the definition of
                  "BORROWING BASE", any claim or Lien of the related bailee,
                  warehouseman or landlord, if it is a Permitted Lien, shall not
                  cause the Inventory kept at such location to not constitute
                  "ELIGIBLE INVENTORY" solely by virtue of this clause (a);

                           (b)      such Inventory is (except to the extent that
                  the Required Revolving Credit Lenders have otherwise agreed in
                  writing) salable;

                           (c)      except as contemplated in clause (d) of this
                  definition or to the extent that the Required Revolving Credit
                  Lenders have otherwise agreed in writing, such Inventory is in
                  the possession and control of the Company or such Domestic
                  Subsidiary and it is stored and held in facilities owned by
                  the Company or such Domestic Subsidiary or, if such facilities
                  are not so owned, leased to the Company or such Domestic
                  Subsidiary and with respect to which the Collateral Agent has
                  received a Landlord's Consent; provided that (i) if the
                  Company or such Domestic Subsidiary has not delivered such
                  Landlord's Consent but the Collateral Agent has established
                  adequate reserves in respect thereof under the definition of
                  "BORROWING BASE" or (ii) if such Inventory has been acquired
                  in connection with any Acquisition permitted under
                  Section 8.4(i) in the

                                       16

<PAGE>

                  immediately preceding 60 days or for a period of 60 days after
                  the date hereof, if such Inventory is attributable to the
                  Businesses, such Inventory shall constitute "ELIGIBLE
                  INVENTORY" for purposes of this clause (c);

                          (d)       if such Inventory is in the possession or
                  control of a bailee, warehouseman or processor, the Collateral
                  Agent is in possession of a Bailee's Consent, Warehouseman's
                  Consent or such other agreement, instrument or document as the
                  Collateral Agent may reasonably require in good faith,
                  including warehouse receipts in the Collateral Agent's name
                  covering such Inventory; provided that (i) if the Company or
                  such Domestic Subsidiary has not delivered such Bailee's
                  Consent, Warehouseman's Consent or such other documentation
                  but the Collateral Agent has established adequate reserves in
                  respect thereof under the definition of "BORROWING BASE" or
                  (ii) if such Inventory has been acquired in connection any
                  Acquisition permitted under Section 8.4(i) in the immediately
                  preceding 60 days or for a period of 60 days after the date
                  hereof, if such Inventory is attributable to the Businesses,
                  such Inventory shall constitute "ELIGIBLE INVENTORY" for
                  purposes of this clause (d);

                           (e)      such Inventory was not produced in violation
                  of the Fair Labor Standards Act or subject to the "hot goods"
                  provisions contained in Title 29 U.S.C. Section 215;

                           (f)      such Inventory is not subject to any
                  agreement which would restrict the Collateral Agent's ability
                  to sell or otherwise dispose of such Inventory or, to the
                  extent that such Inventory is subject to an agreement entered
                  into in the ordinary course of business with the relevant
                  bailee, warehouseman or landlord but the Collateral Agent has
                  established adequate reserves in respect thereof under the
                  definition of "BORROWING BASE" then such Inventory shall
                  constitute "ELIGIBLE INVENTORY" for purposes of this clause
                  (f);

                           (g)      such Inventory is located in the United
                  States or in any territory or possession of the United States
                  which has adopted Article 9 of the Uniform Commercial Code or
                  such other jurisdiction as may be approved by the Collateral
                  Agent or the Required Revolving Credit Lenders;

                           (h)      such Inventory is not "in transit" to the
                  Company or such Domestic Subsidiary or held by the Company or
                  such Domestic Subsidiary on consignment; and

                           (i)      neither the Collateral Agent nor the
                  Required Revolving Credit Lenders have determined (which
                  determination shall be effective upon notice to the Company),
                  in its or their reasonable discretion and in accordance with
                  its or their customary commercial lending practices, that such
                  Inventory is unacceptable due to age, type, category, quality,
                  quantity or any other reason whatsoever.

         Inventory which is at any time Eligible Inventory but which
         subsequently fails to meet any of the foregoing requirements shall
         forthwith cease to be Eligible Inventory.

                                       17

<PAGE>

                  "ELIGIBLE RECEIVABLE" means any Receivable owing to the
         Company or any Domestic Subsidiary of the Company as of any date of
         determination, which Receivable meets the following requirements:

                           (a)      such Receivable arises from the sale of
                  goods or the rendering of services by the Company or such
                  Domestic Subsidiary, and if it arises from the sale of goods,
                  (i) such goods comply in all material respects with the
                  relevant Account Debtor's specifications (if any) and have
                  been shipped to such Account Debtor (other than "bill and
                  hold" Receivables that are not ineligible under clause (f) and
                  (ii) the Company has possession of, or if requested by the
                  Collateral Agent has delivered to the Collateral Agent,
                  shipping receipts evidencing such shipment;

                           (b)      such Receivable is (i) subject to a
                  perfected Lien in favor of the Collateral Agent and (ii) not
                  subject to any other assignment, claim or Lien (other than
                  Permitted Liens of the type described in Section 8.1(c) or
                  Section 8.1(g) and statutory nonconsensual Liens in favor of
                  growers);

                           (c)      such Receivable is a valid, legally
                  enforceable and unconditional obligation of the relevant
                  Account Debtor, and is not subject to any counterclaim,
                  credit, allowance, discount, rebate or adjustment by such
                  Account Debtor or to any claim by such Account Debtor denying
                  liability thereunder in whole or in part, and such Account
                  Debtor has not refused to accept any of the goods which are
                  the subject of such Receivable or offered or attempted to
                  return any of such goods; provided that in the event any
                  counterclaim, credit, allowance, rebate or adjustment is
                  asserted, or discount is granted, such Receivable shall only
                  be ineligible pursuant to this clause (c) to the extent of the
                  same;

                           (d)      there is no Insolvency Proceeding by or
                  against the relevant Account Debtor;

                           (e)      the relevant Account Debtor is a resident or
                  citizen of, and is located within, the United States or a
                  province of Canada in which the Personal Property Security Act
                  is in effect, unless (i) the sale of goods giving rise to such
                  Receivable is on letter of credit, bankers' acceptance or
                  other credit support terms reasonably satisfactory to the
                  Collateral Agent or (ii) such Receivable is payable by Plaza
                  Provision, a Puerto Rican corporation, or such other Account
                  Debtor in Puerto Rico or any other territory or possession of
                  the United States which has adopted Article 9 of the Uniform
                  Commercial Code or as may be approved by the Collateral Agent
                  or the Required Revolving Credit Lenders;

                           (f)      such Receivable is not a Receivable arising
                  from a "sale on approval", "sale or return", "consignment" or
                  "bill and hold" or subject to any other repurchase or return
                  agreement; provided that "bill and hold" Receivables shall not
                  be ineligible solely by reason of this clause (f) if subject
                  to a written agreement reasonably acceptable to the Collateral
                  Agent or the Required

                                       18

<PAGE>

                  Revolving Credit Lenders to the effect that the relevant
                  Account Debtor's payment obligation with respect thereto is
                  irrevocable;

                           (g)      such Receivable is not a Receivable with
                  respect to which possession or control of the goods sold
                  giving rise thereto is held, maintained or retained by the
                  Company or any Subsidiary (or by any agent or custodian of the
                  Company or any Subsidiary) for the account of or subject to
                  further of future direction from the relevant Account Debtor;

                           (h)      such Receivable arises in the ordinary
                  course of business of the Company or such Domestic Subsidiary;

                           (i)      if the relevant Account Debtor is the United
                  States or any department, agency or instrumentality thereof,
                  the Company or such Domestic Subsidiary has assigned its right
                  to payment of such Receivable to the Collateral Agent pursuant
                  to the Assignment of Claims Act of 1940; provided, however,
                  that any Receivable arising out of business conducted by the
                  Company consistent with business conducted prior to the date
                  of this Agreement shall not be subject to this clause (i);

                           (j)      if the Company or such Domestic Subsidiary
                  maintains a credit limit for an Account Debtor, the aggregate
                  dollar amount of Receivables due from such Account Debtor,
                  including such Receivable, does not exceed such credit limit
                  (provided that (1) the Company or such Domestic Subsidiary may
                  grant exceptions to such credit limits consistent with past
                  practice and in the ordinary course of business and (2) only
                  the amount in excess of the credit limit shall be ineligible
                  under this clause (j);

                           (k)      if such Receivable is evidenced by chattel
                  paper or an instrument, the originals of such chattel paper or
                  instrument shall have been endorsed or assigned and delivered
                  to the Collateral Agent in a manner reasonably satisfactory to
                  the Collateral Agent;

                           (l)      such Receivable is not more than (i) 60 days
                  past the due date thereof or (ii) 120 days past the original
                  invoice date thereof, in each case according to the original
                  terms of sale;

                           (m)      the relevant Account Debtor is not located
                  in any jurisdiction which has adopted a statute or other
                  requirement with respect to which any Person that obtains
                  business from within such jurisdiction must file a business
                  activity report or make any other required filings in a timely
                  manner in order to enforce its claims in such jurisdiction's
                  courts unless such business activity report has been duly and
                  timely filed or the Company or such Domestic Subsidiary is
                  exempt from filing such report and has provided the Collateral
                  Agent with satisfactory evidence of such exemption;

                           (n)      less than 30% of the aggregate Dollar amount
                  of outstanding Receivables owed at such time by the relevant
                  Account Debtor to the Company

                                       19

<PAGE>

                  and its Domestic Subsidiaries are (i) more than 60 days past
                  the due date thereof or (ii) 120 days past the original
                  invoice date thereof, in each case according to the original
                  terms of sale; and

                           (o)      the aggregate Dollar amount of all
                  Receivables owed by the relevant Account Debtor constitutes
                  (i) in the case of any Account Debtor rated at least "AA" by
                  S&P or "Aa2" by Moody's with a stable outlook, less than 30%
                  of all Receivables owed to the Company and its Domestic
                  Subsidiaries at such time and (ii) in all other cases, less
                  than 20% of all Receivables owed to the Company and its
                  Domestic Subsidiaries at such time; provided that only the
                  amount of such Receivables in excess of such percentage shall
                  not constitute an "ELIGIBLE RECEIVABLE" for purposes of this
                  clause (o).

         A Receivable which is at any time an Eligible Receivable, but which
         subsequently fails to meet any of the foregoing requirements, shall
         forthwith cease to be an Eligible Receivable. Further, with respect to
         any Receivable, if the Collateral Agent or the Required Revolving
         Credit Lenders at any time hereafter determine in its or their
         reasonable discretion and in accordance with its or their customary
         commercial lending practices that the prospect of payment or
         performance by the relevant Account Debtor is materially impaired for
         any reason whatsoever, such Receivable shall cease to be an Eligible
         Receivable after notice of such determination is given to the Company.

                  "ENVIRONMENTAL CLAIMS" means all claims, however asserted, by
         any Governmental Authority or other Person alleging potential liability
         under any Environmental Law or responsibility for violation of any
         Environmental Law, or for release or injury to the environment.

                  "ENVIRONMENTAL LAWS" means CERCLA, the Resource Conservation
         and Recovery Act and all other federal, state or local laws, statutes,
         common law duties, rules, regulations, ordinances and codes relating to
         pollution or protection of public or employee health or the
         environment, together with all administrative orders, consent decrees,
         licenses, authorizations and permits of any Governmental Authority
         implementing them.

                  "EQUITY INTERESTS" means, with respect to any Person, all of
         the shares of capital stock of (or other ownership or profit interests
         in) such Person, all of the warrants, options or other rights for the
         purchase or acquisition from such Person of shares of capital stock (or
         other ownership or profit interests in) such Person, all of the
         securities convertible into or exchangeable for shares of capital stock
         of (or other ownership or profit interests in) such Person or warrants,
         rights or options for the purchase or acquisition from such Person of
         such shares (or such other interests), and all of the other ownership
         or profit interests in such Person (including, without, limitation,
         partnership, member or trust interests therein), whether voting or
         nonvoting, and whether or not such shares, warrants, options, rights or
         other interests are outstanding on any date of determination.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974.

                                       20

<PAGE>

                  "ERISA AFFILIATE" means any trade or business (whether or not
         incorporated) under common control with the Company (after giving
         effect to the Merger) within the meaning of Section 414(b) or (c) of
         the Code (and Sections 414(m) and (o) of the Code for purposes of
         provisions relating to Section 412 of the Code).

                  "ERISA EVENT" means (a) a Reportable Event with respect to a
         Pension Plan; (b) a withdrawal by the Company or any ERISA Affiliate
         from a Pension Plan subject to Section 4063 of ERISA during a plan year
         in which it was a substantial employer (as defined in Section 4001
         (a)(2) of ERISA) or a substantial cessation of operations which is
         treated as such a withdrawal under Section 4062(a) of ERISA; (c) a
         complete or partial withdrawal by the Company or any ERISA Affiliate
         from a Multiemployer Plan or notification that a Multiemployer Plan is
         in reorganization; (d) the filing of a notice of intent to terminate,
         the treatment of a Pension Plan amendment as a termination under
         Section 4041 or 4041A of ERISA, or the commencement of proceedings by
         the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an
         event or condition which might reasonably be expected to constitute
         grounds under Section 4042 of ERISA for the termination of, or the
         appointment of a trustee to administer, any Pension Plan or
         Multiemployer Plan; or (f) the imposition of any material liability
         under Title IV of ERISA, other than PBGC premiums due but not
         delinquent under Section 4007 of ERISA, upon the Company or any ERISA
         Affiliate.

                  "EURIBO RATE" means the rate per annum appearing on Page 248
         of the Telerate screen (or on any successor thereof, or any successor
         to or substitute for the Telerate screen, providing rate quotations
         comparable to those currently provided on such page of the Telerate
         screen, as determined by the Administrative Agent from time to time for
         purposes of providing quotations of interest rates applicable to
         deposits in Euros by reference to the Banking Federation of the
         European Union Settlement Rates for deposits in Euros) at approximately
         10:00 a.m., London time, two Business Days prior to the commencement of
         such Interest Period, as the rate for deposits in Euros with a maturity
         comparable to such Interest Period or, if for any reason such rate is
         not available, the rate per annum determined by the Administrative
         Agent as the rate of interest at which deposits in Euros for delivery
         on the first day of such Interest Period in same day funds in the
         approximate amount of the Euro Term B Loan being made, continued or
         converted by Bank of America and with a term equivalent to such
         Interest Period would be offered by Bank of America's London Branch to
         major banks in the European interbank market at 10:00 a.m. (London
         time) two Business Days before the first day of such Interest Period.

                  "EURO" means the lawful currency of the European Union as
         constituted by the Treaty of Rome which established the European
         Community, as such treaty may be amended from time to time and as
         referred to in the EMU legislation.

                  "EURO BASE RATE" means, for any day, with respect to any Euro
         Term B Loan, the cost to the relevant Euro Term B Lender of compliance
         with the requirements of (a) the Bank of England and/or the Financial
         Services Authority (or in either case any other authority which
         replaces all or any part of its functions) or (b) the European Central
         Bank or any monetary or regulatory authority, as applicable, any such
         cost, to be represented by the percentage rate per annum notified in
         writing by the relevant Euro Term B Lender

                                       21

<PAGE>

         to the Administrative Agent as soon as practicable and in any event at
         least one Business Day prior to the Business Day on which interest is
         due to be paid in respect of the Euro Base Rate Loans.

                  "EURO BASE RATE LOAN" means a Euro Term B Loan that bears
         interest based on the Euro Base Rate.

                  "EURO TERM B BORROWING" means a borrowing consisting of
         simultaneous Euro Term B Loans of the same Type made by the Euro Term B
         Lenders.

                  "EURO TERM B LENDER" means each of the Term B Lenders whose
         Term B Commitment is denominated in Euros on Schedule I hereto.

                  "EURO TERM B LOAN" has the meaning specified in Section 2.1(b)
         (ii).

                  "EUROCURRENCY RATE" means for any Interest Period, a rate per
         annum determined by the Administrative Agent pursuant to the following
         formula:

                                                   Euribo Rate
                  Eurocurrency Rate = --------------------------------------
                                      1.00 - Eurocurrency Reserve Percentage

                  "EUROCURRENCY RATE LOAN" means a Euro Term B Loan that bears
         interest based on the Eurocurrency Rate.

                  "EUROCURRENCY RESERVE PERCENTAGE" means, for any day during
         any Interest Period, the reserve percentage (expressed as a decimal,
         carried out to five decimal places) in effect on such day, whether or
         not applicable to any Lender, under regulations issued from time to
         time by the FRB or any equivalent or similar regulatory body in any
         applicable jurisdiction for determining the maximum reserve requirement
         (including any emergency, supplemental or other marginal reserve
         requirement) with respect to eurocurrency funding (currently referred
         to as "EUROCURRENCY LIABILITIES"). The Eurocurrency Rate for each
         outstanding Eurocurrency Rate Loan or Eurodollar Rate Loan shall be
         adjusted automatically as of the effective date of any change in the
         Eurocurrency Reserve Percentage.

                  "EURODOLLAR BASE RATE" has the meaning specified in the
         definition of "EURODOLLAR RATE".

                  "EURODOLLAR RATE" means for any Interest Period a rate per
         annum determined by the Administrative Agent pursuant to the following
         formula:

                                            Eurodollar Base Rate
                  Eurodollar Rate = --------------------------------------
                                    1.00 - Eurocurrency Reserve Percentage

                  Where,

                                       22

<PAGE>

                  "EURODOLLAR BASE RATE" means, for such Interest Period:

                           (a)      the rate per annum equal to the rate
                  determined by the Administrative Agent to be the offered rate
                  that appears on the page of the Telerate screen (or any
                  successor thereto) that displays an average British Bankers
                  Association Interest Settlement Rate for deposits in Dollars
                  (for delivery on the first day of such Interest Period) with a
                  term equivalent to such Interest Period, determined as of
                  approximately 11:00 a.m. (London time) two Business Days prior
                  to the first day of such Interest Period, or

                           (b)      if the rate referenced in the preceding
                  clause (a) does not appear on such page or service or such
                  page or service shall not be available, the rate per annum
                  equal to the rate determined by the Administrative Agent to be
                  the offered rate on such other page or other service that
                  displays an average British Bankers Association Interest
                  Settlement Rate for deposits in Dollars (for delivery on the
                  first day of such Interest Period) with a term equivalent to
                  such Interest Period, determined as of approximately 11:00
                  a.m. (London time) two Business Days prior to the first day of
                  such Interest Period, or

                           (c)      if the rates referenced in the preceding
                  clauses (a) and (b) are not available, the rate per annum
                  determined by the Administrative Agent as the rate of interest
                  at which deposits in Dollars for delivery on the first day of
                  such Interest Period in same day funds in the approximate
                  amount of the Eurodollar Rate Loan being made, continued or
                  converted by Bank of America and with a term equivalent to
                  such Interest Period would be offered by Bank of America's
                  London Branch to major banks in the London interbank
                  Eurodollar market at their request at approximately 4:00 p.m.
                  (London time) two Business Days prior to the first day of such
                  Interest Period.

                  "EURODOLLAR RATE LOAN" means a Eurodollar Rate Revolving
         Credit Loan, a Eurodollar Rate Term A Loan or a Eurodollar Rate Term B
         Loan, as the context may require.

                  "EURODOLLAR RATE REVOLVING CREDIT LOAN" means a Revolving
         Credit Loan that bears interest based on the Eurodollar Rate.

                  "EURODOLLAR RATE TERM A LOAN" means a Term A Loan that bears
         interest based on the Eurodollar Rate.

                  "EURODOLLAR RATE TERM B LOAN" means a Dollar Term B Loan that
         bears interest based on the Eurodollar Rate.

                  "EVENT OF DEFAULT" means any of the events or circumstances
         specified in Section 9.1.

                                       23

<PAGE>

                  "EXCESS CASH FLOW" means, for any period, the remainder of

                           (a)      EBITDA of DMFC for such period (without
                  giving effect to any amount included in such EBITDA on a pro
                  forma basis solely by virtue of the proviso to the definition
                  of "EBITDA") less

                           (b)      the sum, without duplication, of

                                    (i)      repayments of principal of any of
                           the Term Loans pursuant to Section 2.9, regularly
                           scheduled principal payments arising with respect to
                           any other long-term Indebtedness of the Loan Parties
                           and their respective Subsidiaries, and the portion of
                           any regularly scheduled payments with respect to
                           Capital Leases allocable to principal, in each case
                           made during such period, and

                                    (ii)     voluntary prepayments of any of the
                           Term Loans pursuant to Section 2.7 during such
                           period, and

                                    (iii)    cash payments made in such period
                           with respect to Capital Expenditures by any of the
                           Loan Parties or any of their respective Subsidiaries,
                           and

                                    (iv)     all federal, state, local and
                           foreign income taxes paid by the Loan Parties and
                           their respective Subsidiaries during such period, and

                                    (v)      cash Interest Expense of the Loan
                           Parties and their respective Subsidiaries during such
                           period and, to the extent not deducted in determining
                           EBITDA of DMFC, cash payments (other than payments of
                           principal) made by the Company in connection with
                           prepayments and repayments of Term Loans under
                           clauses (b)(i) and (b)(ii) above, and

                                    (vi)     cash dividends of the Company
                           permitted under Section 8.15(b)(v) made in such
                           period, and

                                    (vii)    cash payments made by the Loan
                           Parties and their respective Subsidiaries in respect
                           of pension liability, workers' compensation and other
                           post-employment benefits to the extent such payments
                           exceed book expenses for such items reflected in the
                           calculation of EBITDA, and

                                    (viii)   cash payments made by the Loan
                           Parties and their respective Subsidiaries during such
                           period in respect of Transaction Costs, Permitted
                           Integration Expenses and fees, costs and expenses
                           incurred in connection with any Acquisitions
                           permitted under Section 8.4(i).

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934.

                  "EXCLUDED TAXES" has the meaning specified in Section 4.1(a).

                                       24

<PAGE>

                  "EXISTING CREDIT FACILITY" has the meaning specified in the
         preliminary statements hereto.

                  "EXISTING DEBT" means Indebtedness of each Loan Party and each
         of their respective Subsidiaries outstanding immediately before giving
         effect to the consummation of the Transactions.

                  "EXISTING DEL MONTE" has the meaning specified in the
         preliminary statements hereto.

                  "EXISTING LETTERS OF CREDIT" means each of the letters of
         credit set forth on Schedule III.

                  "EXISTING REVOLVING CREDIT LOANS" means the amount of any
         Indebtedness outstanding as of any date of calculation under the
         Existing Credit Facility which are or were the functional equivalent of
         the Revolving Credit Loans to be advanced from time to time hereunder.

                  "EXISTING SUBORDINATED NOTES" means the $300,000,000 9.25%
         Senior Subordinated Notes due May 15, 2011 of Existing Del Monte issued
         under the Existing Subordinated Notes Indenture, the obligations of
         which will be assumed by the Company in connection with the
         consummation of the Transactions.

                  "EXISTING SUBORDINATED NOTES INDENTURE" means the indenture,
         dated as of May 15, 2001 among Existing Del Monte, DMFC and Bankers
         Trust Company, as Trustee.

                  "FEDERAL FUNDS RATE" means, for any day, the rate per annum
         equal to the weighted average of the rates on overnight Federal funds
         transactions with members of the Federal Reserve System arranged by
         Federal funds brokers on such day, as published by the Federal Reserve
         Bank on the Business Day next succeeding such day; provided that (a) if
         such day is not a Business Day, the Federal Funds Rate for such day
         shall be such rate on such transactions on the next preceding Business
         Day as so published on the next succeeding Business Day, and (b) if no
         such rate is so published on such next succeeding Business Day, the
         Federal Funds Rate for such day shall be the average rate (rounded
         upward, if necessary, to a whole multiple of 1/100 of 1%) charged to
         Bank of America on such day on such transactions as determined by the
         Administrative Agent.

                  "FEE LETTER" HAS the meaning specified in Section 2.10(a).

                  "FIXED CHARGE COVERAGE RATIO" means, for any Computation
         Period, the ratio of (a)(i) EBITDA of DMFC for such Computation Period
         minus (ii) the sum of (A) Capital Expenditures (other than any
         Synthetic Lease Capital Expenditure) made and (B) Permitted Integration
         Expenses incurred, in either case, during such Computation Period by
         DMFC, the Company or any of their respective Subsidiary to (b) the sum
         of (i) Interest Expense of DMFC payable in cash for such Computation
         Period plus (ii) the scheduled installments of principal of the Term
         Loans for such Computation Period (excluding there from the last four
         scheduled installments of principal of Term Loans to the extent that
         such installments are refinanced with Indebtedness maturing after, and

                                       25

<PAGE>

         having no mandatory prepayments or sinking fund payments prior to, June
         20, 2010 and giving effect to any reduction of such scheduled
         installments by virtue of the application of any prepayments or
         repayments made which reduce scheduled installments pro rata or in
         inverse order of maturity pursuant to Section 2.7) plus (iii) any
         amounts paid as a dividend or distribution by DMFC to any holder of any
         of its Equity Interests during such period plus (iv) cash income taxes
         of DMFC and its Subsidiaries (including, without limitation, any such
         taxes paid by Existing Del Monte and its subsidiaries during any such
         period (or portion thereof) occurring prior to the date of this
         Agreement) paid during such period (other than income taxes on income
         arising directly from Asset Sales); provided that to the extent that
         any Acquisition or any Asset Sale of a Person or a division or similar
         business unit occurred during such Computation Period, all items in
         clauses (a)(i), (a)(ii), b(i), b(ii) and (b)(iv) shall be calculated on
         a pro forma basis as if each such Acquisition or Asset Sale of a Person
         or a division or similar business unit occurred prior to the first day
         of such Computation Period; provided further that with respect to any
         calculation required to be made under the terms of this Agreement with
         respect to any fiscal quarter ending on or prior to October 31, 2003,
         (A) all items referred to in clauses (a)(ii)(A) and (b)(i) shall be
         equal to the Annualized Amount of such item and (B) the amount of the
         item referred to in clause (b)(ii) shall be deemed to be zero for any
         period prior to the date of this Agreement.

                  "FOREIGN SUBSIDIARY" means, with respect to any Person, any
         Subsidiary of such Person organized under the law of any jurisdiction
         other than the United States or any political subdivision thereof.

                  "FOREIGN LENDER" has the meaning specified in Section
         11.17(a).

                  "FRB" means the Board of Governors of the Federal Reserve
         System of the United States, and any Governmental Authority succeeding
         to any of its principal functions.

                  "FUND" has the meaning specified in Section 11.7(g).

                  "GAAP" means generally accepted accounting principles set
         forth from time to time in the opinions and pronouncements of the
         Accounting Principles Board and the American Institute of Certified
         Public Accountants and statements and pronouncements of the Financial
         Accounting Standards Board (or agencies with similar functions of
         comparable stature and authority within the U.S. accounting
         profession), which are applicable to the circumstances as of the date
         of determination.

                  "GOVERNMENTAL AUTHORITY" means any nation or government, any
         state or other political subdivision thereof, any agency, authority,
         instrumentality, regulatory body, court, administrative tribunal,
         central bank (or similar monetary or regulatory authority) thereof, or
         any other entity exercising executive, legislative, judicial,
         regulatory or administrative functions of or pertaining to government,
         and any corporation or other entity owned or controlled, through stock
         or capital ownership or otherwise, by any of the foregoing.

                                       26

<PAGE>

                  "GRANTING LENDER" has the meaning specified in
         Section 11.7(h).

                  "GUARANTEED OBLIGATIONS" means (a) all Obligations owing by
         any Loan Party other than DMFC (including post-petition interest) and
         (b) all Permitted Swap Obligations (monetary or otherwise) of any Loan
         Party other than DMFC under any Permitted Secured Swap Contract.

                  "GUARANTOR" means (a) prior to the Time of Merger, Heinz and
         (b) on and after the Time of Merger, DMFC and each Subsidiary
         Guarantor.

                  "GUARANTY OBLIGATION" has the meaning specified in the
         definition of "CONTINGENT OBLIGATION".

                  "HARRIS BANK" means Harris Trust and Savings Bank and its
         successors in interest.

                  "HAZARDOUS MATERIAL means

                           (a)      any "hazardous substance", as defined by
                  CERCLA;

                           (b)      any "hazardous waste", as defined by the
                  Resource Conservation and Recovery Act;

                           (c)      any petroleum product; or

                           (d)      any pollutant or contaminant or hazardous or
                  toxic chemical, material or substance within the meaning of
                  any other Environmental Law.

                  "HEINZ" has the meaning specified in the preliminary
         statements hereto.

                  "HEINZ FINANCE" has the meaning specified in the preliminary
         statements hereto.

                  "HONOR DATE" has the meaning specified in Section 3.3(a).

                  "ICC" hasthe meaning specified in Section 3.9(a)

                  "INDEBTEDNESS" means, as to any Person at a particular time,
         without duplication, all of the following, whether or not included as
         indebtedness or liabilities in accordance with GAAP: (a) all
         indebtedness of such Person for borrowed money; (b) all obligations
         issued, undertaken or assumed by such Person as the deferred purchase
         price of property or services (other than trade payables entered into
         and accrued expenses arising in the ordinary course of business on
         ordinary terms); (c) all non-contingent reimbursement or payment
         obligations with respect to Surety Instruments; (d) all obligations of
         such Person evidenced by notes, bonds, debentures or similar
         instruments; (e) all indebtedness of such Person created or arising
         under any conditional sale or other title retention agreement, or
         incurred as financing, in either case with respect to property acquired
         by such Person (even though the rights and remedies of the seller or
         lender under such agreement in the event of default are limited to
         repossession or sale of such property); (f) all obligations of

                                       27

<PAGE>

         such Person with respect to any Capital Lease; (g) all obligations of
         such Person in respect of any synthetic lease entered into after the
         date of this Agreement and, after the first anniversary of this
         Agreement, any synthetic lease entered into on or prior to the date of
         this Agreement to the extent still in existence on or after such date;
         (h) all indebtedness referred to in clauses (a) through (g) above
         secured by (or for which the holder of such Indebtedness has an
         existing right, contingent or otherwise, to be secured by) any Lien
         upon or in property (including accounts receivable and contract rights)
         owned by such Person, even though such Person has not assumed or become
         liable for the payment of such Indebtedness; and (i) all Guaranty
         Obligations of such Person in respect of indebtedness or obligations of
         others of the kinds referred to in clauses (a) through (h) above.

                  For all purposes hereof, the Indebtedness of any Person shall
         include the Indebtedness of any partnership or joint venture (other
         than a joint venture that is itself a corporation or limited liability
         company) in which such Person is a general partner or joint venturer,
         unless such Indebtedness is expressly made non-recourse to such Person.

                  "INDEMNIFIED LIABILITIES" has the meaning specified in
         Section 11.5.

                  "INDEMNIFIED PERSON" has the meaning specified in
         Section 11.5.

                  "INDEPENDENT AUDITOR" has the meaning specified in
         Section 7.1(a).

                  "INFORMATION" has the meaning specified in Section 11.8.

                  "INFORMATION MEMORANDUM" means the information memorandum
         dated November 2002 used by the Arrangers in connection with the
         syndication of the Commitments.

                  "INITIAL DISTRIBUTION BORROWING AMOUNT" means the aggregate
         amount of Loans requested by SpinCo in connection with the occurrence
         of the Initial Distribution Date in order to fund the payment of the
         Bank Debt Amount to Heinz; provided that such amount shall not exceed
         $800,000,000.

                  "INITIAL DISTRIBUTION DATE" has the meaning specified in
         Section 5.1.

                  "INSOLVENCY PROCEEDING" means, with respect to any Person, (a)
         any case, action or proceeding with respect to such Person before any
         court or other Governmental Authority consisting of bankruptcy,
         reorganization, insolvency, liquidation, receivership, dissolution,
         winding-up or relief of debtors or (b) any general assignment for the
         benefit of creditors, composition, marshaling of assets for creditors,
         or other, similar arrangement in respect of such Person's creditors
         generally or any substantial portion of such creditors; in each case
         undertaken under any U.S. Federal, State or foreign law, including the
         Bankruptcy Code.

                  "INTEGRATION EXPENSES" means, with respect to any Person for
         any period, any expenditure incurred in connection with the integration
         of the Businesses and Existing Del Monte.

                                       28

<PAGE>

                  "INTELLECTUAL PROPERTY" has the meaning specified in
         Section 6.14.

                  "INTELLECTUAL PROPERTY SECURITY AGREEMENT" has the meaning
         specified in Section 5.2(a)(iv).

                  "INTERCREDITOR AGREEMENT" means the Amended and Restated
         Intercreditor Agreement, dated as of December 5, 1989 by and among
         certain creditors of the Company.

                  "INTEREST COVERAGE RATIO" means, for any Computation Period,
         the ratio of (a) EBITDA of DMFC for such Computation Period to (b)
         Interest Expense of DMFC payable in cash for such Computation Period;
         provided that to the extent that any Acquisition or any Asset Sale of a
         Person or a division or similar business unit occurred during such
         Computation Period, all items in clauses (a) and (b) shall be
         calculated on a pro forma basis as if each such Acquisition or Asset
         Sale occurred prior to the first day of such Computation Period;
         provided further that with respect to any calculation required to be
         made under the terms of this Agreement with respect to any fiscal
         quarter ending on or prior to the fiscal quarter ending closest to
         October 31, 2003, the amount of clause (b) shall be determined based on
         the Annualized Amount of such Interest Expense.

                  "INTEREST EXPENSE" means for any period, with respect to any
         Person, the consolidated interest expense of such Person and its
         Subsidiaries for such period (including all imputed interest on Capital
         Leases) excluding amortization or write-off of deferred financing
         costs.

                  "INTEREST PAYMENT DATE" means (a) as to any Eurocurrency Rate
         Loan or Eurodollar Rate Loan, the last day of each Interest Period
         applicable to such Loan and the relevant Maturity Date for such Loan;
         provided, however, that if any Interest Period for a Eurocurrency Rate
         Loan or Eurodollar Rate Loan, as the case may be, exceeds three months,
         the respective dates that fall every three months after the beginning
         of such Interest Period shall be an Interest Payment Date, and (b) as
         to any Base Rate Loan or Swingline Loan, the last Business Day of each
         January, April, July and October and the relevant Maturity Date for
         such Loan.

                  "INTEREST PERIOD" means, (a) with respect to each Eurodollar
         Rate Term A Loan, Eurodollar Rate Term B Loan or Eurocurrency Rate
         Loan, the period commencing on the Borrowing Date of such Loan or on
         the Conversion/Continuation Date on which any such Eurodollar Rate Term
         A Loan, Eurodollar Rate Term B Loan or Eurocurrency Rate Loan, as the
         case may be, is converted into or continued as a Eurodollar Rate Loan
         or Eurocurrency Rate Loan, as the case may be, and ending one, two,
         three or six months thereafter, or, (b) with respect to each Eurodollar
         Rate Revolving Credit Loan, the period commencing on the Borrowing Date
         of such Loan or on the Conversion/Continuation Date on which any such
         Eurodollar Rate Revolving Credit Loan is converted or continued as a
         Eurodollar Rate Loan, and ending one week or one, two, three or six
         months thereafter, in each case as selected by the Company in its
         Notice of Borrowing or Notice of Conversion/Continuation delivered in
         connection with such Loan; provided that:

                                       29

<PAGE>

                           (i)      if any Interest Period would otherwise end
                  on a day that is not a Business Day, such Interest Period
                  shall be extended to the following Business Day unless the
                  result of such extension would be to carry such Interest
                  Period into another calendar month, in which event such
                  Interest Period shall end on the preceding Business Day;

                           (ii)     any Interest Period that begins on the last
                  Business Day of a calendar month (or on a day for which there
                  is no numerically corresponding day in the calendar month at
                  the end of such Interest Period) shall end on the last
                  Business Day of the calendar month at the end of such Interest
                  Period;

                           (iii)    no Interest Period applicable to a Term Loan
                  or any portion of any thereof shall extend beyond any date
                  upon which is due any scheduled principal payment in respect
                  of the Term Loans unless the aggregate principal amount of
                  Term Loans represented by Base Rate Loans, Eurocurrency Rate
                  Loans and Eurodollar Rate Loans having Interest Periods that
                  will expire on or before such date, equals or exceeds the
                  amount of such principal payment; and

                           (iv)     no Interest Period for any Loan shall extend
                  beyond the applicable Maturity Date.

                  "INVENTORY" has the meaning specified in Section l(b) of the
         Security Agreement.

                  "IP SECURITY AGREEMENT SUPPLEMENT" has the meaning specified
         in Section 14(g) of the Security Agreement.

                  "IRS" means the Internal Revenue Service, and any Governmental
         Authority succeeding to any of its principal functions under the Code.

                  "ISDA MASTER AGREEMENT" means the Master Agreement
         (Multicurrency - Cross Border) published by the International Swap and
         Derivatives Association, Inc., as in effect from time to time.

                  "ISSUANCE DATE" has the meaning specified in Section 3.1(a).

                  "ISSUE" means, with respect to any Letter of Credit, to issue
         or amend such Letter of Credit; and the terms "ISSUED", "ISSUING" and
         "ISSUANCE" have corresponding meanings.

                  "ISSUING LENDER" means Bank of America in its capacity as
         issuer of one or more Letters of Credit hereunder, together with any
         replacement letter of credit issuer arising under Section 10.1(b) or
         Section 10.9, or any successor thereto acceptable to the Company, the
         Administrative Agent and the predecessor Issuing Lender.

                  "JOINT VENTURE" means a corporation, partnership, limited
         liability company, joint venture or other similar legal arrangement
         (whether created by contract or conducted through a separate legal
         entity) which is not a Subsidiary of any Loan Party or any of their
         respective Subsidiaries and which is now or hereafter formed by any
         Loan Party or

                                       30

<PAGE>

         any of their respective Subsidiaries with another Person in order to
         conduct a common venture or enterprise with such Person.

                  "JPMORGAN CHASE" means JPMorgan Chase Bank and its successors
         in interest.

                  "JUDGMENT CURRENCY" has the meaning specified in
         Section 3.10(b)(vi).

                  "LANDLORD'S CONSENT" means a document substantially in the
         form of Exhibit E, with appropriate insertions, or such other form as
         shall be acceptable to the Collateral Agent or Required Revolving
         Credit Lenders.

                  "L/C ADVANCE" means with respect to each Revolving Credit
         Lender such Lender's funding of its participation in any L/C Borrowing
         in accordance with its Revolving Credit Percentage.

                  "L/C APPLICATION" means an application and agreement for the
         issuance or amendment of a standby or commercial documentary letter of
         credit as shall at any time be in use at the Issuing Lender, as the
         Issuing Lender shall request.

                  "L/C BORROWING" means an extension of credit resulting from a
         drawing under any Letter of Credit which has not been reimbursed on the
         date when made or refinanced as a Revolving Credit Borrowing under
         Section 3.3(b).

                  "L/C COMMITMENT" means the commitment of the Issuing Lender to
         Issue, and the commitments of the Revolving Credit Lenders severally to
         participate in, Letters of Credit from time to time Issued or
         outstanding under Article III, in an aggregate amount not to exceed on
         any date the lesser of $85,000,000 and the amount of the aggregate
         amount of all Revolving Credit Commitments on such date; it being
         understood that the L/C Commitment is a part of the Revolving Credit
         Commitments, rather than a separate, independent commitment.

                  "L/C OBLIGATIONS" means, as at any date of determination the
         sum of (a) the aggregate undrawn amount of all Letters of Credit then
         outstanding plus (b) the aggregate amount of all unreimbursed drawings
         under all Letters of Credit, including all outstanding L/C Borrowings.

                  "L/C-RELATED DOCUMENTS" means the Letters of Credit, the L/C
         Applications and any other document relating to any Letter of Credit,
         including any of the Issuing Lender's standard form documents for
         letter of credit issuances.

                  "LEASED REAL PROPERTIES" means those properties listed on
         part(b) of Schedule 6.18 hereto.

                  "LENDERS" means each of the banks, institutional lenders and
         other financial institutions party hereto from time to time as a
         lender; provided that references to the "LENDERS" shall include Bank of
         America in its capacity as the Issuing Lender and Bank of America in
         its capacity as Swingline Lender; for purposes of clarification only,
         to the extent that the Swingline Lender or the Issuing Lender may have
         any rights or obligations

                                       31

<PAGE>

         in addition to those of the other Lenders due to its status as
         Swingline Lender or Issuing Lender, its status as such will be
         specifically referenced.

                  "LENDING OFFICE" means, as to any Lender, the office or
         offices of such Lender specified as its "Lending Office" or "Domestic
         Lending Office" or "Eurocurrency Lending Office" or "Eurodollar Lending
         Office", as the case may be, on Schedule 11.2, or such other office or
         offices as such Lender may from time to time specify to the Company and
         the Administrative Agent.

                  "LETTERS OF CREDIT" means any letters of credit (whether
         standby letters of credit or commercial documentary letters of credit)
         Issued by the Issuing Lender pursuant to Article III.

                  "LIABILITIES" means (a) all Obligations owing by the Company,
         DMFC or any Subsidiary of either thereof (including post-petition
         interest) and (b) all Permitted Swap Obligations (monetary or
         otherwise) of the Company or DMFC or any of their respective
         Subsidiaries under any Permitted Secured Swap Contract.

                  "LIEN" means any security interest, mortgage, deed of trust,
         pledge, hypothecation, assignment, charge or deposit arrangement,
         encumbrance, lien (statutory or other) or preferential arrangement of
         any kind or nature whatsoever in respect of any property (including
         those created by, arising under or evidenced by any conditional sale or
         other title retention agreement, the interest of a lessor under a
         Capital Lease, or any financing lease having substantially the same
         economic effect as any of the foregoing, but not including the interest
         of a lessor under an operating lease).

                  "LOAN" means an extension of credit by a Lender to the Company
         under Article II or Article III in the form of a Revolving Credit Loan,
         Term A Loan, Term B Loan, Swingline Loan or L/C Advance. Each Revolving
         Credit Loan, each Term A Loan and each Term B Loan may be divided into
         tranches which are Base Rate Loans, Eurocurrency Rate Loans or
         Eurodollar Rate Loan (each a "TYPE" of Loan). For purposes of greater
         clarity, a conversion of one Type of Loan to the other Type or the
         continuation of an Eurocurrency Rate Loan or Eurodollar Rate Loan into
         a different Interest Period is not the making of a "LOAN" hereunder.

                  "LOAN DOCUMENTS" means, collectively, this Agreement, any
         Notes, the Fee Letter, the L/C-Related Documents, the Subsidiary
         Guaranty, the Permitted Secured Swap Contracts, the Collateral
         Documents and all other documents delivered to any Agents or any Lender
         in connection herewith or therewith.

                  "LOAN PARTIES" means each of the Company, DMFC and each
         Subsidiary Guarantor (other than any Non-Material Subsidiary Guarantor)
         and prior to the Time of Merger, Existing Del Monte.

                  "MANDATORY PREPAYMENT EVENT" has the meaning specified in
         Section 2.7(b).

                  "MARGIN STOCK" means "margin stock" as such term is defined in
         Regulation T, U or X of the FRB.

                                       32

<PAGE>

                  "MATERIAL ADVERSE EFFECT" means: (a) a material adverse change
         in, or a material adverse effect upon, the operations, business,
         properties, condition (financial or otherwise) or prospects of (i)
         prior to the Time of Merger (A) SpinCo and the Businesses taken as a
         whole, (B) Existing Del Monte and its Subsidiaries taken as a whole,
         and (C) DMFC and its Subsidiaries taken as a whole and (ii) on and
         after the Time of Merger (after giving effect to the Merger), (A) the
         Company and its Subsidiaries taken as a whole and (B) DMFC and its
         Subsidiaries taken as a whole; (b) a material impairment of the ability
         of any Loan Party to perform any of its obligations under any Loan
         Document to which it is or is to be a party; (c) a material adverse
         effect upon the legality, validity, binding effect or enforceability
         against any Loan Party of any Loan Document to which it is or is to be
         a party; or (d) a material adverse effect upon the Lien of any
         Collateral Document or a material impairment of the rights, powers and
         remedies of the Administrative Agent, the Collateral Agent or any
         Lender under any Loan Document.

                  "MATERIAL AGREEMENT" means any agreement, contract or
         undertaking to which any Loan Party is a party the termination or
         failure to maintain in full force and effect of which could reasonably
         be expected to have a Material Adverse Effect.

                  "MATERIAL SUBSIDIARY" means a Subsidiary of DMFC (other than
         the Company) that meets any of the following criteria:

                           (a)      the assets of such Subsidiary and its
                  Subsidiaries exceed an amount equal to 3% of the consolidated
                  assets (giving effect to intercompany eliminations) of DMFC
                  and its Subsidiaries;

                           (b)      the revenues of such Subsidiary and its
                  Subsidiaries for any fiscal quarter exceed an amount equal to
                  3% of the consolidated revenues (giving effect to intercompany
                  eliminations) of DMFC and its Subsidiaries for such period; or

                           (c)      the investments of DMFC and its other
                  Subsidiaries in and advances to such Subsidiary and its
                  Subsidiaries exceed an amount equal to 3% of the consolidated
                  assets (giving effect to intercompany eliminations) of DMFC
                  and its Subsidiaries.

                  "MATURITY DATE" means (a) with respect to any Term A Loan, the
         Term A Loan Maturity Date, (b) with respect to any Term B Loan, the
         Term B Loan Maturity Date and (c) with respect to any Revolving Credit
         Loan, the Revolving Credit Loan Maturity Date.

                  "MAXIMUM RATE" has the meaning specified in Section 11.12.

                  "MERGER" has the meaning specified in the preliminary
         statements hereto.

                  "MERGER BORROWING AMOUNT" means the aggregate amount of Loans
         requested by the Company at the Time of Merger in order to replace or
         refinance certain Indebtedness of the Company (including Indebtedness
         outstanding under the Existing Credit Facility) and to pay transaction
         fees and expenses.

                  "MOODY'S" means Moody's Investors Service, Inc, and any
         successor in interest.

                                       33

<PAGE>

                  "MORGAN STANLEY" means Morgan Stanley & Co. Incorporated and
         its successors in interest.

                  "MORTGAGE POLICIES" has the meaning specified in
         Section 7.15(d)(i)(B).

                  "MORTGAGES" has the meaning specified in Section 7.15(d).

                  "MULTIEMPLOYER PLAN" means a "multiemployer plan", within the
         meaning of Section 4001 (a)(3) of ERISA, with respect to which the
         Company or any ERISA Affiliate may have any liability.

                  "NET CASH PROCEEDS" means:

                           (a)      with respect to any Asset Sale by any Person
                  (including any Equity Interests in any other Person or any
                  Receivables), the aggregate cash proceeds (including cash
                  proceeds received by way of deferred payment of principal
                  pursuant to a note, installment receivable or otherwise, but
                  only as and when received) received by such Person pursuant to
                  such Asset Sale, net of (i) the direct costs relating to such
                  Asset Sale (including sales commissions and legal, accounting
                  and investment banking fees), (ii) taxes paid or reasonably
                  estimated by such Person to be payable as a result thereof
                  (after taking into account any available tax credits or
                  deductions and any tax sharing arrangements), (iii) amounts
                  required to be applied to the repayment of any Indebtedness
                  secured by a Lien on the asset subject to such Asset Sale
                  (other than the Loans) and (iv) appropriate amounts to be
                  provided by such Person as a reserve, in accordance with GAAP,
                  against any liabilities associated with such Asset Sale and
                  retained by such Person after such Asset Sale, including
                  pension and other post-employment benefit liabilities,
                  liabilities related to environmental matters and liabilities
                  under any indemnification obligations associated with such
                  Asset Sale; provided that, if and to the extent that such
                  reserves are no longer required to be maintained in accordance
                  with GAAP, such amounts shall constitute Net Cash Proceeds, to
                  the extent such amounts would have otherwise constituted Net
                  Cash Proceeds under this clause (a); and

                           (b)      with respect to any issuance of any Equity
                  Interests or Other Debt by any Person, the aggregate cash
                  proceeds received by such Person in connection with such
                  issuance, net of the direct costs relating to such issuance
                  (including sales and underwriter's commissions, private
                  placement fees and legal, accounting and investment banking
                  fees).

                  "NEW SUBORDINATED NOTES" has the meaning specified in the
         preliminary statements hereto.

                  "NEW SUBORDINATED NOTES DOCUMENT" means the New Subordinated
         Note Indenture and any other related agreements or instruments entered
         into by any Loan Party or Subsidiary thereof in connection with the
         issuance of the New Subordinated Notes.

                                       34

<PAGE>

                  "NEW SUBORDINATED NOTES INDENTURE" means the indenture to be
         entered into by the Company in connection with the issuance of the New
         Subordinated Notes which includes the Subordination Terms.

                  "NEW SUBORDINATED NOTES ISSUANCE DATE" means the date on which
         any New Subordinated Notes are initially issued.

                  "NON-DOLLAR LETTERS OF CREDIT" has the meaning specified in
         Section 3.10.

                  "NON-MATERIAL SUBSIDIARY GUARANTOR" has the meaning specified
         in Section 6.15.

                  "NONRENEWAL NOTICE DATE" has the meaning specified in
         Section 3.2(c).

                  "NOTE" means a promissory note executed by the Company in
         favor of a Lender pursuant to Section 2.2(b), in substantially the form
         of Exhibit F.

                  "NOTICE OF BORROWING" means a notice in substantially the form
         of Exhibit G.

                  "NOTICE OF CONVERSION/CONTINUATION" means a notice in
         substantially the form of Exhibit H.

                  "OBLIGATIONS" means all advances, debts, liabilities,
         obligations, covenants and duties of, any Loan Party arising under any
         Loan Document or otherwise with respect to any Loan or Letter of
         Credit, whether direct or indirect (including those acquired by
         assumption), absolute or contingent, due or to become due, or now
         existing or hereafter arising and including interest and fees that
         accrue after the commencement by or against any Loan Party of any
         Insolvency Proceeding naming such Person as the debtor, regardless of
         whether such interest and fees are allowed claims in such proceeding.
         Without limiting the generality of the foregoing, the Obligations of
         the Loan Parties under the Loan Documents include (a) the obligation to
         pay principal, interest Letter of Credit commissions, charges,
         expenses, fees, attorneys' fees and disbursements, indemnities and
         other amounts payable by any Loan Party under any Loan Document and (b)
         the obligation of any Loan Party to reimburse any amount in respect of
         any of the foregoing that any Lender, in its sole discretion, may elect
         to pay or advance on behalf of such Loan Party as a result of such Loan
         Party's failure to pay such amount.

                  "ORGANIZATION DOCUMENTS" means (a) with respect to any
         corporation, the certificate or articles of incorporation and the
         bylaws (or equivalent or comparable constitutive documents with respect
         to any non-U.S. jurisdiction); (b) with respect to any limited
         liability company, certificate or articles of formation or organization
         and operating agreement; and (c) with respect to any partnership, joint
         venture, trust or other form of business entity, the partnership, joint
         venture or other applicable agreement of formation or organization and
         any agreement, instrument, filing or notice with respect thereto filed
         in connection with its formation or organization with the applicable
         Governmental Authority in the jurisdiction of its formation or
         organization and, if applicable, any certificate or articles of
         formation or organization of such entity.

                                       35

<PAGE>

                  "OTHER DEBT" means any Indebtedness of any Loan Party or any
         of their respective Subsidiaries other than such Indebtedness permitted
         to be incurred under Section 8.5.

                  "OTHER TAXES" has the meaning specified in Section 4.1(b).

                  "OVERNIGHT RATE" has the meaning specified in Section
         3.10(b)(vii).

                  "OWNED REAL PROPERTIES" means those properties listed on part
         (a) of Schedule 6.18 hereto.

                  "PARTICIPANT has the meaning specified in Section 11.7(d).

                  "PBGC" means the Pension Benefit Guaranty Corporation, or any
         Governmental Authority succeeding to any of its principal functions
         under ERISA.

                  "PENSION PLAN" means a pension plan (as defined in
         Section 3(2) of ERISA) subject to Title IV of ERISA with respect to
         which the Company or any ERISA Affiliate may have any liability other
         than a Multiemployer Plan.

                  "PERMITTED ENCUMBRANCES" has the meaning specified in the
         Mortgages.

                  "PERMITTED INTEGRATION EXPENSES" means (a) for each fiscal
         year ending on or prior to the fiscal year ending closest to April
         30,2005, the lesser of (i) the actual amount of Integration Expenses
         paid by the Company during such fiscal year and (ii) (A) for the fiscal
         year ending closest to April 30,2003, $10,000,000, (B) for the fiscal
         year ending closest to April 30, 2004, $55,000,000 and (C) for the
         fiscal year ending closest to April 30, 2005, $15,000,000 and (b) for
         any other fiscal year, $0.

                  "PERMITTED LIENS" has the meaning specified in Section 8.1.

                  "PERMITTED RECEIVABLES FACILITY" means any receivables
         financing facility arrangement entered into by the Company providing
         for the discount, sale or other transfer of its Receivables in an
         aggregate amount for all such receivables financing facility
         arrangements not to exceed $100,000,000 on a nonrecourse basis for a
         transfer price at least equivalent to the advance rate on such
         Receivable hereunder and otherwise on terms and conditions (including
         repurchase provisions) satisfactory to the Required Lenders and which
         does not affect the calculation of the Loans as "Senior Debt" for
         purposes of the Existing Subordinated Note Indenture or the New
         Subordinated Note Indenture in any adverse fashion.

                  "PERMITTED SECURED SWAP CONTRACT" means any Swap Contract
         entered into by a Loan Party or any of its Subsidiaries with any
         Secured Swap Party, including, without limitation, Swap Contracts
         evidenced by those certain Confirmations, dated August 3, 2001 and
         August 9,2001, between Existing Del Monte, on the one hand, and The
         Chase Manhattan Bank and Harris Trust & Savings Bank, respectively, on
         the other hand, the obligations of which will be assumed by the Company
         upon the consummation of the

                                       36

<PAGE>

         Transactions, but excluding any Swap Contract which constitutes a
         credit default swap or has a similar economic effect.

                  "PERMITTED SECURITY AGREEMENTS" means, collectively, the
         Intellectual Property Security Agreements and Assignments between
         Existing Del Monte and Wafer Limited and Existing Del Monte and Del
         Monte Tropical Fruit Company, North America, each dated December 5,
         1989, the Intellectual Property Security Agreement and Assignment dated
         as of January 9,1990 between Existing Del Monte and Kikkoman
         Corporation, the Intellectual Property Security Agreement and
         Assignment dated as of May 9,1990 between Existing Del Monte and Del
         Monte Foods Limited, the Intellectual Property Security Agreement and
         Assignment dated as of May 9,1990 between Existing Del Monte and Del
         Monte International, Inc., and any other security agreements between
         the Company and a licensee of Intellectual Property to secure the
         damages, if any, of such licensee resulting from the rejection of the
         license of such licensee in a bankruptcy, reorganization or similar
         proceeding with respect to the Company; provided that each such
         Permitted Security Agreement shall be subject to the Intercreditor
         Agreement.

                  "PERMITTED SWAP OBLIGATIONS" means (a) all obligations
         (contingent or otherwise) of any Loan Party or any of their respective
         Subsidiaries existing or arising under Swap Contracts (including,
         without limitation, any Swap Contract entered into connection with any
         commodity transaction); provided that each of the following criteria is
         satisfied: (i) such obligations are (or were) entered into by such
         Person in the ordinary course of business for the purpose of directly
         mitigating risks associated with liabilities, commitments or assets
         held or reasonably anticipated by such Person, or changes in the value
         of securities issued by such Person in conjunction with a securities
         repurchase program not otherwise prohibited hereunder, and not for
         purposes of speculation or taking a "market view" and (ii) such Swap
         Contracts do not contain (A) any provision ("walk-away" provision)
         exonerating the non-defaulting party from its obligation to make
         payments on outstanding transactions to the defaulting party or (B) if
         the counterparty is not a Secured Party, any provision creating or
         permitting the declaration of an event of default, termination event or
         similar event upon the occurrence of an Event of Default hereunder
         (other than an Event of Default under Section 9.1(a)), (b) any Swap
         Contract which is an asset of the Businesses for the 60-day period
         commencing with the date of this Agreement without regard to whether
         such Swap Contract complies with the provisions of clauses (a) and (b)
         above, (c) that certain Swap Contract evidenced by the ISDA Master
         Agreement, dated as of March 17,1998 by and between ABN AMRO Bank, N.V.
         and Existing Del Monte, the obligations of which will be assumed by the
         Company upon the consummation of the Transactions and (d) any Permitted
         Secured Swap Contract; provided further that for the avoidance of
         doubt, no Swap Contract which constitutes a credit default swap or
         which would have a similar economic effect shall constitute a
         "PERMITTED SWAP OBLIGATION".

                  "PERSON" means an individual, partnership, corporation,
         limited liability company, business trust, joint stock company, trust,
         unincorporated association, joint venture or Governmental Authority,

                                       37

<PAGE>

                  "PLAN" means an employee benefit plan (as defined in
         Section 3(3) of ERISA) with respect to which any Loan Party may have
         any liability.

                  "PLEDGED DEBT" has the meaning specified in Section l(d)(iv)
         of the Security Agreement.

                  "PREPAYMENT AMOUNT" has the meaning specified in
         Section 2.7(g).

                  "PREPAYMENT DATE" has the meaning specified in Section 2.7(g).

                  "REAL PROPERTIES" means those properties listed on
         Schedule 6,18 hereto.

                  "RECEIPT DATE" has the meaning specified in Section 2.7(g).

                  "RECEIVABLES" has the meaning specified in Section l(c) of the
         Security Agreement.

                  "REDUCTION AMOUNT" has the meaning specified in Section
         2.7(h).

                  "REGISTER" has the meaning specified in Section 11.7(c).

                  "RELATED DOCUMENTS" means the Agreement and Plan of Merger,
         the Separation Agreement and the Tax Separation Agreement.

                  "RELEASE" means a "release", as such term is defined in
         CERCLA.

                  "REPORTABLE EVENT" means any of the events set forth in
         Section 4043(c) of ERISA or the regulations thereunder, other than any
         such event for which the 30-day notice requirement under ERISA has been
         waived in regulations issued by the PBGC or administrative
         pronouncements.

                  "REQUIRED LENDERS" means, at any time, Lenders having an
         aggregate Total Percentage of more than 50%.

                  "REQUIRED REVOLVING CREDIT LENDERS" means, at any time,
         Revolving Credit Lenders having an aggregate Revolving Credit
         Percentage of more than 50%.

                  "REQUIRED TERM A LENDERS" means, at any time, Term A Lenders
         having an aggregate Term A Percentage of more than 50%.

                  "REQUIRED TERM B LENDERS" means, at any time, Term B Lenders
         having an aggregate Term B Percentage of more than 50%.

                  "REQUIREMENT OF LAW" means, as to any Person, any law
         (statutory or common), treaty, rule or regulation or determination of
         an arbitrator or of a Governmental Authority, in each case applicable
         to or binding upon such Person, any Responsible Officer of such Person
         (in its capacity as a Responsible Officer of such Person) or any of its
         property or to which such Person, Responsible Officer or any of its
         property is subject.

                                       38

<PAGE>

                  "RESOURCE CONSERVATION AND RECOVERY ACT" means the Resource
         Conservation and Recovery Act, 42 U.S.C. Section 690, et seq.

                  "RESPONSIBLE OFFICER" means, with respect to any Person, the
         chief executive officer, chief operating officer, chief financial
         officer, treasurer, assistant treasurer or the president of such
         Person, or any other officer having substantially the same authority
         and responsibility.

                  "REVOLVING CREDIT BORROWING" means a borrowing consisting of
         simultaneous Revolving Credit Loans of the same Type made by the
         Revolving Credit Lenders.

                  "REVOLVING CREDIT COMMITMENT" means, with respect to any
         Revolving Credit Lender at any time, the amount set forth opposite such
         Lender's name on Schedule I hereto under the caption "Revolving Credit
         Commitment" or, if such Lender has entered into one or more Assignment
         and Acceptances, the aggregate amount set forth in such Assignment and
         Acceptances as such Lender's "Revolving Credit Commitment", as such
         amount may be reduced at or prior to such time pursuant to Section 2.6.

                  "REVOLVING CREDIT FACILITY" has the meaning specified in the
         preliminary statements hereto.

                  "REVOLVING CREDIT LENDER" means, at any time, a Lender which
         has a Revolving Credit Commitment at such time or is owed any Revolving
         Credit Loans at such time.

                  "REVOLVING CREDIT LOAN" has the meaning specified in
         Section 2. 1(c).

                  "REVOLVING CREDIT LOAN MATURITY DATE" means the sixth
         anniversary of the date of this Agreement.

                  "REVOLVING CREDIT PERCENTAGE" means, with respect to any
         Revolving Credit Lender at any time, a fraction (expressed as a
         percentage, carried out to the ninth decimal place), (a) prior to the
         termination of the Revolving Credit Commitments in full, the numerator
         of which is the amount of the Revolving Credit Commitment of such
         Lender at such time and the denominator of which is the amount of the
         aggregate amount of the Revolving Credit Commitments at such time and
         (b) after the termination of the Revolving Credit Commitments in full,
         the numerator of which is the principal amount of the Revolving Credit
         Loans owed to such Lender at such time and the denominator of which is
         the amount of the aggregate principal amount of the Revolving Credit
         Loans owed to all Revolving Credit Lenders at such time.

                  "REVOLVING CREDIT TERMINATION DATE" means the earlier to occur
         of (a) the Revolving Credit Loan Maturity Date and (b) the date on
         which the Revolving Credit Commitments are terminated in full in
         accordance with the provisions of this Agreement.

                  "SALE/LEASEBACK TRANSACTION" has the meaning specified in
         Section 8.17.

                  "S&P" means Standard & Poor's Ratings Services, a division of
         The McGraw-Hill Companies, Inc., and any successor in interest.

                                       39

<PAGE>

                  "SEC" means the Securities and Exchange Commission, or any
         Governmental Authority succeeding to any of its principal functions.

                  "SECURED PARTY" means any Lender, Agent or Secured Swap Party.

                  "SECURED SWAP PARTY" means any Lender or Affiliate thereof
         party to any Swap Contract with any Loan Party or any of their
         respective Subsidiaries.

                  "SECURITIES ACT" means the Securities Act of 1933.

                  "SECURITY AGREEMENT" has the meaning specified in Section
         5.2(a)(iii).

                  "SECURITY AGREEMENT SUPPLEMENT" has the meaning specified in
         Section 25(b) of the Security Agreement.

                  "SENIOR CREDIT FACILITIES" has the meaning specified in the
         preliminary statements hereto.

                  "SEPARATION AGREEMENT" has the meaning specified in the
         preliminary statements hereto.

                  "SOLVENCY CERTIFICATE" means, (a) with respect to the Company,
         a certificate, substantially in the form of Exhibit I-1, (b) with
         respect to DMFC, a certificate, substantially in the form of Exhibit
         I-2, and (c) with respect to any Subsidiary Guarantor, a certificate,
         substantially in the form of Exhibit I-3.

                  "SOLVENT" and "SOLVENCY" mean, with respect to any Person on
         any date of determination, that on such date (a) the fair value of the
         property of such Person is greater than the total amount of
         liabilities, including, without limitation, contingent liabilities, of
         such Person, (b) the present fair salable value of the assets of such
         Person is not less than the amount that will be required to pay the
         probable liability of such Person on its debts as they become absolute
         and matured, (c) such Person does not intend to, and does not believe
         that it will, incur debts or liabilities beyond such Person's ability
         to pay such debts and liabilities as they mature and (d) such Person is
         not engaged in business or a transaction, and is not about to engage in
         business or a transaction, for which such Person's property would
         constitute an unreasonably small capital. The amount of contingent
         liabilities at any time shall be computed as the amount that, in the
         light of all the facts and circumstances existing at such time,
         represents the amount that can reasonably be expected to become an
         actual or matured liability.

                  "SPC" has the meaning specified in Section 11.7(h).

                  "SPINCO" has the meaning specified in the introductory
         paragraph of this Agreement.

                  "SPIN-OFF" has the meaning specified in the preliminary
         statements hereto.

                                       40

<PAGE>

                  "STANDBY LETTER OF CREDIT" means any Letter of Credit that is
         not a Commercial Letter of Credit.

                  "SUBORDINATED DEBT" means (a) the Existing Subordinated Notes,
         (b) on and after the New Subordinated Notes Issuance Date, the New
         Subordinated Notes and (c) all other unsecured Indebtedness of any Loan
         Party or any Subsidiary thereof for borrowed money which is subject to,
         and is only entitled to the benefits of, terms and provisions
         (including maturity, amortization, acceleration, interest rate, sinking
         fund, covenant, default and subordination provisions) satisfactory in
         form and substance to the Required Lenders, as evidenced by their
         written approval thereof (which may be granted or withheld in their
         sole discretion).

                  "SUBORDINATED DEBT DOCUMENT" means (a) each Existing
         Subordinated Notes Document, (b) each New Subordinated Notes Document
         entered into by any Loan Party or any Subsidiary thereof in connection
         with the issuance of such New Subordinated Notes and (c) any other
         contract, loan agreement, indenture, guaranty agreement, security
         agreement, subordination agreement, intercreditor agreement or other
         instrument entered into by any Loan Party or any Subsidiary thereof in
         connection with any Loan Party's issuance or incurrence of any
         Subordinated Debt.

                  "SUBORDINATION TERMS" means the terms and conditions set forth
         in Exhibit J hereto.

                  "SUBSIDIARY" of a Person means any corporation, association,
         partnership, limited liability company, joint venture or other business
         entity of which more than 50% of the voting stock, membership interests
         or other equity interests is owned or controlled directly or indirectly
         by such Person, or one or more of the Subsidiaries of such Person, or a
         combination thereof.

                  "SUBSIDIARY GUARANTOR" means the Subsidiaries of the Company
         (after giving effect to the Merger) and DMFC (other than the Company)
         listed on Schedule II hereto and each other Subsidiary of the Company
         or DMFC that shall be required to execute and deliver a guaranty
         pursuant to Section 7.15.

                  "SUBSIDIARY GUARANTY" has the meaning specified in Section
         5.2(a)(ii).

                  "SURETY INSTRUMENTS" means all letters of credit (including
         standby and commercial), banker's acceptances, bank guaranties, surety
         bonds and similar instruments.

                  "SURVIVING CORPORATION" has the meaning specified in the
         preliminary statements hereto.

                  "SURVIVING DEBT" means Indebtedness of each Loan Party and
         each of their respective Subsidiaries outstanding immediately before
         and after giving effect to the consummation of the Transactions.

                                       41

<PAGE>

                  "SWAP CONTRACT" means any agreement, whether or not in
         writing, relating to any transaction that is a rate swap, basis swap,
         forward rate transaction, commodity swap, commodity option, equity or
         equity index swap or option, bond, note or bill option, interest rate
         option, forward foreign exchange transaction, cap, collar or floor
         transaction, currency swap, cross-currency rate swap, swap option,
         currency option or any other, similar transaction (including any option
         to enter into any of the foregoing) or any combination of the
         foregoing, and, unless the context otherwise clearly requires, any
         master agreement relating to or governing any or all of the foregoing.

                  "SWAP TERMINATION VALUE" means, with respect to each Swap
         Contract, on any date of determination, an amount equal to the greater
         of:

                           (a)      in the case of any Swap Contract documented
                  pursuant to an ISDA Master Agreement, the amount, if any,
                  that would be payable by any of the Loan Parties or any of
                  their respective Subsidiaries to its counterparty to such Swap
                  Contract, as if (i) such Swap Contract was being terminated
                  early on such date of determination, (ii) such Loan Party or
                  such Subsidiary, as the case may be, was the sole Affected
                  Party (as defined in the applicable Master Agreement) and
                  (iii) reflecting the average of at least two mid-market
                  quotations obtained from leading dealers in the relevant
                  market for the product type reflected by the relevant Swap
                  Contract (with such leading dealers making such determination
                  pursuant to the provisions of the relevant Swap Contract and
                  ISDA Master Agreement governing such Swap Contract); or

                           (b)      in the case of a Swap Contract traded on an
                  exchange, the mark-to-market value of such Swap Contract,
                  which will be the unrealized loss on such Swap Contract to the
                  Loan Party or any of their respective Subsidiaries party to
                  such Swap Contract (determined by the Administrative Agent
                  based on the average settlement price of exchange-traded
                  contracts similar to such Swap Contract on such date, as
                  reflected by the actual settlement prices for similar
                  contracts settling across the relevant exchange on such date);
                  or

                           (c)      in all other cases, the mark-to-market value
                  of such Swap Contract, which will be the unrealized loss on
                  such Swap Contract to the Loan Party or any of their
                  respective Subsidiaries party to such Swap Contract
                  (determined by the Administrative Agent based on the amount,
                  if any, by which (i) the present value of the future cash
                  flows to be paid by such Loan Party or such Subsidiary, as the
                  case may be, exceeds (ii) the present value of the future cash
                  flows to be received by such Loan Party or such Subsidiary, as
                  the case may be, pursuant to such Swap Contract).

                  "SWINGLINE LENDER" means Bank of America in its capacity as
         lender of Swingline Loans together with any replacement lender of
         Swingline Loans arising under Section 10.9.

                  "SWINGLINE LOAN" has the meaning specified in Section 2.5(a).

                                       42

<PAGE>

                  "SYNDICATION AGENT" means JPMorgan Chase, in its capacity as
         syndication agent for the Lenders.

                  "SYNTHETIC LEASE CAPITAL EXPENDITURE" means any Capital
         Expenditure incurred by the Company in connection with unwinding any
         synthetic lease obligations in existence as of the date hereof in an
         aggregate amount not to exceed $40,000,000.

                  "TAX SEPARATION AGREEMENT" has the meaning specified in the
         Separation Agreement.

                  "TAX SHARING AGREEMENT" means the Tax Sharing Agreement dated
         as of January 9, 1990 by and between DMFC and Existing Del Monte, as
         the same may be amended from time to time in accordance with Section
         8.21.

                  "TAXES" has the meaning specified in Section 4.1(a).

                  "TERM A BORROWING" means a borrowing consisting of
         simultaneous Term A Loans of the same Type made by the Term A Lenders.

                  "TERM A COMMITMENT" means, with respect to any Term A Lender
         at any time, the amount set forth opposite such Lender's name on
         Schedule I hereto under the caption "Term A Commitment" or, if such
         Lender has entered into one or more Assignment and Acceptances, the
         aggregate amount set forth in such Assignment and Acceptances as such
         Lender's "Term A Commitment", as such amount may be reduced at or prior
         to such time pursuant to Section 2.6.

                  "TERM A FACILITY" has the meaning specified in the preliminary
         statements hereto.

                  "TERM A LENDER" means, at any time, a Lender which has a Term
         A Commitment or is owed any Term A Loan at such time.

                  "TERM A LOAN" has the meaning specified in Section 2.1 (a).

                  "TERM A LOAN MATURITY DATE" means the sixth anniversary of the
         date of this Agreement.

                  "TERM A PERCENTAGE" means, with respect to any Term A Lender
         at any time, a fraction (expressed as a percentage, carried out to the
         ninth decimal place), (a) prior to the termination of the Term A
         Commitments in full, the numerator of which is the amount of the Term A
         Commitment of such Lender at such time and the denominator of which is
         the amount of the aggregate amount of the Term A Commitments of all
         Term A Lenders at such time and (b) after the termination of the Term A
         Commitments in full, the numerator of which is the principal amount of
         the Term A Loan owed to such Lender at such time and the denominator of
         which is the aggregate principal amount of the Term A Loans owed to all
         Term A Lenders at such time.

                  "TERM B BORROWING" means a borrowing consisting of
         simultaneous Term B Loans of the same Type made by the Term B Lenders.

                                       43

<PAGE>

                  "TERM B COMMITMENT" means, with respect to any Term B Lender
         at any time, the amount set forth opposite such Lender's name on
         Schedule I hereto under the caption "Term B Commitment" or, if such
         Lender has entered into one or more Assignment and Acceptances the
         aggregate amount set forth in such Assignment and Acceptances as such
         Lender's "Term B Commitment", as such amount may be reduced at or prior
         to such time pursuant to Section 2.6.

                  "TERM B FACILITY" has the meaning specified in the preliminary
         statements hereto.

                  "TERM B LENDER" means, at any time, a Lender which has a Term
         B Commitment or is owed any Term B Loan at such time.

                  "TERM B LOAN" has the meaning specified in Section 2.1(b).

                  "TERM B LOAN MATURITY DATE" means the eighth anniversary of
         the date of this Agreement.

                  "TERM B PERCENTAGE" means, with respect to any Term B Lender
         at any time, a fraction (expressed as a percentage, carried out to the
         ninth decimal place), (a) prior to the termination of the Term B
         Commitments in full, the numerator of which is the amount of the Term B
         Commitment (calculated in the case of any Euro Term B Lender based on
         the Dollar Equivalent determined as of the date of this Agreement) of
         such Lender at such time and the denominator of which is the aggregate
         amount of the Term B Commitments (calculated in the case of any Euro
         Term B Lender based on the Dollar Equivalent determined as of the date
         of this Agreement) of all Term B Lenders at such time and (b) after the
         termination of the Term B Commitments in full, the numerator of which
         is the principal amount of the Term B Loan (calculated in the case of
         any Euro Term B Lender based on the Dollar Equivalent determined as of
         the date of this Agreement) owed to such Lender at such time and the
         denominator of which is the aggregate principal amount of the Term B
         Loans (calculated in the case of any Euro Term B Lender based on the
         Dollar Equivalent determined as of the date of this Agreement) owed to
         all Term B Lenders at such time.

                  "TERM COMMITMENTS" means, collectively, the Term A
         Commitments, and the Term B Commitments.

                  "TERM LENDERS" means, collectively, the Term A Lenders and the
         Term B Lenders.

                  "TERM LOANS" means, collectively, the Term A Loans and the
         Term B Loans.

                  "TERM PERCENTAGE" means, at any time, (a) as to any Term A
         Lender, the Term A Percentage for such Lender at such time and (b) as
         to any Term B Lender, the Term B Percentage for such Lender at such
         time.

                  "TIME OF MERGER" has the meaning specified in Section 5.2.

                                       44

<PAGE>

                  "TOTAL DEBT" means (a) total Indebtedness of DMFC and its
         Subsidiaries at the time of determination less (b) Indebtedness of the
         type described in clause (c) of the definition of "INDEBTEDNESS" in
         respect of Surety Instruments under which DMFC or any of its
         Subsidiaries has only an unmatured payment obligation determined at
         such time less (c) Indebtedness of the type described in clauses (h)
         and (i) of the definition of "INDEBTEDNESS" in respect of Indebtedness
         at such time described in clause (b) above.

                  "TOTAL DEBT RATIO" means for any Computation Period the ratio
         of

                           (a)      the sum of (i) the aggregate outstanding
                  principal amount of all Total Debt (other than Revolving
                  Credit Loans) outstanding on the last day of such Computation
                  Period plus (ii) without duplication, the aggregate
                  outstanding amount of any Permitted Receivables Facility as of
                  the last day of such Computation Period plus (iii) the
                  quotient of (A) the sum of the aggregate outstanding principal
                  amount of all Revolving Credit Loans outstanding on the last
                  day of each of the twelve fiscal months during such
                  Computation Period divided by (B) 12, to

                           (b)      EBITDA of DMFC for such Computation Period;

         provided that for purposes of any calculation required to be made under
         the terms of this Agreement prior to October 31, 2003, clause (a)(iii)
         of this definition shall be equal to the quotient of (A) the sum of (I)
         the aggregate outstanding principal amount of all Revolving Credit
         Loans outstanding on the last day of each of the fiscal months
         occurring during such Computation Period plus (II) for any fiscal month
         ending prior to December 31, 2002, the sum of (y) the Existing
         Revolving Credit Loans outstanding on the last day of such fiscal month
         plus (z) the positive difference between the aggregate principal amount
         of the Revolving Credit Loans as of the Time of Merger (after giving
         effect to any such Loans advanced at such time) and the Existing
         Revolving Credit Loans outstanding immediately prior to giving effect
         to any repayment to be made of Existing Revolving Credit Loans at the
         Time of the Merger divided by (B) 12.

                  "TOTAL PERCENTAGE" means, as to any Lender at any time, a
         fraction (expressed as a percentage, carried out to the ninth decimal
         place, the numerator of which is the amount of the sum of the
         Commitments (calculated in the case of any Euro Term B Lender based on
         the Dollar Equivalent determined as of the date of this Agreement) of
         such Lender plus the aggregate outstanding principal amount of the
         Loans (calculated in the case of any Euro Term B Lender based on the
         Dollar Equivalent determined as of the date of this Agreement) owed to
         such Lender at such time and the denominator of which is the aggregate
         amount of the sum of the Commitments (calculated in the case of any
         Euro Term B Lender based on the Dollar Equivalent determined as of the
         date of this Agreement) of all Lenders at such time plus the aggregate
         outstanding principal amount of the Loans (calculated in the case of
         any Euro Term B Lender based on the Dollar Equivalent determined as of
         the date of this Agreement) owed to all Lenders at such time.

                  "TOTAL TERM PERCENTAGE" means, as to any Lender at any time, a
         fraction (expressed as a percentage, carried out to the ninth decimal
         place, the numerator of which

                                       45

<PAGE>

         is the amount of the sum of the Term Commitments (calculated in the
         case of any Euro Term B Lender based on the Dollar Equivalent
         determined as of the date of this Agreement) of such Lender plus the
         aggregate outstanding principal amount of the Term Loans (calculated in
         the case of any Euro Term B Lender based on the Dollar Equivalent
         determined as of the date of this Agreement) owed to such Lender at
         such time and the denominator of which is the aggregate amount of the
         sum of the Term Commitments (calculated in the case of any Euro Term B
         Lender based on the Dollar Equivalent determined as of the date of this
         Agreement) of all Lenders at such time plus the aggregate outstanding
         principal amount of the Term Loans (calculated in the case of any Euro
         Term B Lender based on the Dollar Equivalent determined as of the date
         of this Agreement) owed to all Lenders at such time.

                  "TPG ACQUISITION PREFERRED STOCK" means the 14% Series A
         Redeemable Preferred Stock, original liquidation preference 1,000 per
         share, issued by DMFC.

                  "TPG AGREEMENTS" means (a) the Management Advisory Agreement,
         dated as of April 18,1997, between Existing Del Monte and TPG Partners
         and (b) the Transaction Advisory Agreement, dated as of April 18, 1997,
         between Existing Del Monte and TPG Partners, in each case as amended
         from time to time in accordance with Section 8.21.

                  "TPG PARTNERS" means TPG Partners, L.P., a Delaware limited
         partnership.

                  "TRANSACTION COSTS" means any fees, costs or expenses incurred
         by the Company in connection with the consummation of the Transactions.

                  "TRANSACTION DOCUMENTS" means, collectively, the Loan
         Documents and the Related Documents.

                  "TRANSACTIONS" has the meaning specified in the preliminary
         statements hereto.

                  "TRANSFER" has the meaning specified in the preliminary
         statements hereto.

                  "TYPE" has the meaning specified in the definition of "LOAN".

                  "UBS" means UBS Warburg LLC and its successors in interest.

                  "UNITED STATES" and "U.S." each mean the United States of
         America.

                  "VOTING INTERESTS" means shares of capital stock issued by a
         corporation, or equivalent Equity Interests in any other Person, the
         holders of which are ordinarily, in the absence of contingencies,
         entitled to vote for the election of directors (or persons performing
         similar functions) of such Person, even if the right so to vote has
         been suspended by the happening of such a contingency,

                  "WAREHOUSEMAN'S CONSENT" means a document substantially in the
         form of Exhibit K with appropriate insertions, or such other form as
         shall be acceptable to the Collateral Agent or the Required Revolving
         Credit Lenders.

                                       46

<PAGE>

                  "WHOLLY-OWNED SUBSIDIARY" means with respect to any Person in
         which (other than directors" qualifying shares or due to native
         ownership requirements) 100% of the Voting Interests in such Person of
         each class is owned beneficially and of record by such Person or by one
         or more Wholly-Owned Subsidiaries of such Person.

                  Section 1.2. Other Interpretive Provisions. (a) The meanings
of defined terms are equally applicable to the singular and plural forms of the
defined terms.

                  (b)      (i) The words "hereof", "herein", "hereunder" and
similar words, when used in any Loan Document, shall refer to such Loan Document
as a whole and not to any particular provision thereof.

                  (ii)     Article, Section, subsection, clause, Exhibit or
Schedule references are to the Loan Document in which such reference appears.
Section, clause, Schedule and Exhibit references are to this Agreement unless
otherwise specified.

                  (iii)    The term "documents" includes any and all
instruments, documents, agreements, certificates, indentures, notices and other
writings, however evidenced, whether in physical or electronic form.

                  (iv)     The term "including" is not limiting and means
"including without limitation".

                  (v)      In the computation of periods of time from a
specified date to a later specified date, the word "from" means "from and
including"; the words "to" and "until" each mean "to but excluding"; and the
word "through" means "to and including".

                  (c)      Unless otherwise expressly provided herein, (i)
references to agreements (including this Agreement, or any other Loan Document)
and other contractual instruments shall be deemed to include all subsequent
amendments, restatements, extensions, supplements and other modifications
thereto, but only to the extent such amendments, restatements, extensions,
supplements and other modifications hereto are not prohibited by the terms of
any Loan Document and (ii) references to any statute or regulation are to be
construed as including all statutory and regulatory provisions consolidating,
amending, replacing, supplementing or interpreting such statute or regulation.

                  (d)      The captions and headings of this Agreement or any
other Loan Document are for convenience of reference only and shall not affect
the interpretation of this Agreement or any other Loan Document.

                  (e)      This Agreement and the other Loan Documents may use
several different limitations, tests or measurements to regulate the same or
similar matters. All such limitations, tests and measurements are cumulative and
shall each be performed in accordance with their terms. Unless otherwise
expressly provided herein, any reference to any action of the Administrative
Agent, the Collateral Agent, the Lenders, the Required Lenders, the Required
Term A Lenders, the Required Term B Lenders or the Required Revolving Credit
Lenders by way of consent, approval or waiver shall be deemed modified by the
phrase "in its or their sole discretion".

                                       47

<PAGE>

         (f)      This Agreement and the other Loan Documents are the result of
negotiations among and have been reviewed by counsel to the Agents, the Company
and the other parties, and are the products of all parties. Accordingly, they
shall not be construed against the Lenders or the Agents merely because of the
Lenders' or the Agents' involvement in their preparation.

         Section 1.3. Accounting Principles. (a) All accounting terms not
specifically or completely defined herein shall be construed in conformity with,
and all financial data (including financial ratios and other financial
calculations) required to be submitted pursuant to this Agreement shall be
prepared in conformity with, GAAP applied on a consistent basis, as in effect
from time to time, except as otherwise specifically prescribed herein.

         (b)      If at any time any change in GAAP would affect the computation
of any financial ratio or requirement set forth in any Loan Document, and either
the Company or the Required Lenders shall so request, the Administrative Agent,
the Lenders and the Company shall negotiate in good faith to amend such ratio or
requirement to preserve the original intent thereof in light of such change in
GAAP (subject to the approval of the Required Lenders); provided that, until so
amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Company shall
provide to the Administrative Agent and the Lenders financial statements and
other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.

         (c)      References herein to "fiscal year", "fiscal quarter" and
"fiscal month" refer to such fiscal periods of DMFC. After giving effect to the
Transactions, the "fiscal year" of DMFC shall end on the Sunday closest to April
30th of each calendar year.

         Section 1.4. Rounding. Any financial ratios required to be maintained
by any Loan Party pursuant to this Agreement or any other Loan Document shall be
calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such
ratio is expressed herein and rounding the result up or down to the nearest
number (with a rounding-up if there is no nearest number).

         Section 1.5. Times of Day. Unless otherwise specified, all references
herein to times of day shall be references to Eastern time (daylight or
standard, as applicable).

         Section 1.6. Letter of Credit Amounts. Unless otherwise specified, all
references herein to the amount of a Letter of Credit at any time shall be
deemed to mean the maximum face amount of such Letter of Credit after giving
effect to all increases thereof contemplated by such Letter of Credit or the L/C
Application therefor, whether or not such maximum face amount is in effect at
such time.

         Section 1.7. Calculations of Euro-denominated Loans and Commitments.
For purposes of calculating any Euro Term B Lender's Term B Percentage, Total
Term Percentage or Total Percentage, such Euro Term B Lender's Term B Commitment
or the Euro Term B Loans owed to such Euro Term B Lender as of any date shall be
calculated using the Dollar

                                       48

<PAGE>

Equivalent as of the date of this Agreement of the amount of such Term B
Commitment or Euro Term B Loans as the case may be.

                                   ARTICLE II

                                    THE LOANS

         Section 2. 1  The Loans. (a) Subject to the terms and conditions set
forth herein, each Term A Lender severally agrees to make (i) a single loan to
the Company on the Initial Distribution Date in Dollars and in an amount not to
exceed such Lender's Total Term Percentage of the Initial Distribution Borrowing
Amount and (ii) a single loan to the Company at the Time of the Merger in
Dollars and in an amount not to exceed such Lender's Total Term Percentage of
the Merger Borrowing Amount; provided that in no event shall the aggregate
amount of loans advanced by any Term A Lender pursuant to this Section 2.1 (a)
exceed such Lender's Term A Commitment as of the Initial Distribution Date. Any
loan advanced pursuant to this Section 2.1 (a) being a "'TERM A LOAN"). Each
Term A Borrowing shall consist of Term A Loans made simultaneously by the Term A
Lenders ratably according to their Term A Commitments. Amounts borrowed under
this Section 2.1 (a) and repaid or prepaid may not be reborrowed.

         (b)      Subject to the terms and conditions set forth herein, (i) each
Dollar Term B Lender severally agrees to make (A) a single loan to the Company
on the Initial Distribution Date in Dollars and in an aggregate amount not to
exceed such Lender's Total Term Percentage of the Initial Distribution Borrowing
Amount and (B) a single loan to the Company at the Time of the Merger in Dollars
and in an amount not to exceed such Lender's Total Term Percentage of the Merger
Borrowing Amount (each loan advanced by any Dollar Term B Lender being a "DOLLAR
TERM B LOAN") and (ii) each Euro Term B Lender severally agrees to make (A) a
single loan to the Company on the Initial Distribution Date in Euros and in an
aggregate amount not to exceed such Lender's Total Term Percentage of the
Initial Distribution Borrowing Amount and (B) a single loan to the Company at
the Time of Merger in Euros and in an amount not to exceed such Lender's Total
Term Percentage of the Merger Borrowing Amount (each loan advanced by any Euro
Term B Lender being a "EURO TERM B LOAN" and together with the "DOLLAR TERM B
LOANS", the "TERM B LOANS"); provided that in no event shall the aggregate
amount of loans advanced pursuant to this Section 2.1(b) exceed such Lender's
Term B Commitment as of the Initial Distribution Date. Each Term B Borrowing
shall be in Dollars or in Euros and shall consist of Term B Loans made
simultaneously by the Term B Lenders ratably according to their Term B
Commitments. Amounts borrowed under this Section 2.1(b) and repaid or prepaid
may not be reborrowed.

         (c)      Subject to the terms and conditions set forth herein, each
 Revolving Credit Lender severally agrees to make loans to the Company in
 Dollars (each such loan, a "REVOLVING CREDIT LOAN"), from time to time on any
 Business Day during the period on or after the Time of Merger through to, but
 excluding, the Revolving Credit Termination Date, in an aggregate amount not to
 exceed at any time outstanding such Lender's Revolving Credit Commitment at
 such time; provided that after giving effect to any Revolving Credit Borrowing,
 the aggregate Effective Amount of the Revolving Credit Loans owed to any Lender
 plus such Lender's Revolving Credit Percentage of the Effective Amount of all
 Swingline Loans plus such Lender's

                                       49

<PAGE>

Revolving Credit Percentage of the Effective Amount of all L/C Obligations shall
not exceed (i) the lesser of such Lender's Revolving Credit Commitment and (ii)
such Lender's Revolving Credit Percentage of the Borrowing Base. Within the
foregoing limits, and subject to the other terms and conditions hereof, the
Company may borrow under this Section 2.1(c), prepay under Section 2.7 and
reborrow under this Section 2.1(c).

         Section 2.2. Loan Accounts. (a) The Loans made by each Lender and the
Letters of Credit Issued by the Issuing Lender shall be evidenced by one or more
accounts or records maintained by such Lender or the Issuing Lender, as the case
may be, and the Administrative Agent in the ordinary course of business. The
accounts or records maintained by the Administrative Agent or any Lender
(including the Issuing Lender) shall be prima facie evidence as to the amount of
the Loans made by the Lenders to the Company and the Letters of Credit Issued
for the account of the Company, and the interest and payments thereon. Any
failure to so record or any error in doing so shall not, however, limit or
otherwise affect the obligation of the Company hereunder to pay any amount owing
with respect to any Loan or Letter of Credit. In the event of any conflict
between the accounts and records maintained by any Lender (including the Issuing
Lender) and the accounts and records of the Administrative Agent in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error.

         (b)      Upon the request of any Lender made through the Administrative
Agent, the Company shall execute and deliver to such Lender (through the
Administrative Agent), a Note or Notes which shall evidence the Loans made by
such Render in addition to the accounts and records referred to in Section
2.2(a). Each such Lender is hereby authorized to endorse on the schedules
annexed to its Note(s) the date, amount and maturity of each Loan made by it and
the amount of each payment of principal made by the Company with respect
thereto. Each such Lender is irrevocably authorized by the Company to endorse
its Note(s) and each Lender's record shall be conclusive absent manifest error;
provided that the failure of a Lender to make, or an error in making, a notation
thereon with respect to any Loan shall not limit or otherwise affect the
obligations of the Company hereunder or under any Note to such Lender.

         (c)      In addition to the accounts and records referred to in Section
2.2(a), each Lender and the Administrative Agent shall maintain in accordance
with its usual practice accounts or records evidencing the purchases and sales
by such Lender of participations in Letters of Credit and Swingline Loans. In
the event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error.

         Section 2.3. Procedure for Borrowing, (a) Each Borrowing shall be made
upon the Company's irrevocable notice to the Administrative Agent, which may be
given by telephone. Each such notice must be received by the Administrative
Agent (i) prior to 12:00 p.m. at least one Business Day prior to the Initial
Distribution Date in connection with any of the Borrowings to be made on the
Initial Distribution Date or Time of Merger, (ii) at least three Business Days
prior to the requested Borrowing Date, in the case of Eurodollar Revolving Rate
Credit Loans and (iii) prior to 12:00 p.m. at least one Business Day prior to
the requested Borrowing Date, in the case of Base Rate Loans. Each telephone
notice by the Company

                                       50

<PAGE>

pursuant to this Section 2.3(a) must be confirmed promptly by delivery to the
Administrative Agent of a written Notice of Borrowing, appropriately completed
and signed by a Responsible Officer of the Company. Each Notice of Borrowing
(whether telephonic or written) shall specify:

                  (A)      (i) in the case of the Term Borrowings to be made in
         connection with the occurrence of the Initial Distribution Date, the
         Initial Distribution Borrowing Amount, (ii) in the case of the Term
         Borrowings to be made in connection with the occurrence of the Time of
         Merger, the Merger Borrowing Amount and (iii) in the case of any
         Revolving Credit Borrowing, the amount of such Revolving Credit
         Borrowing, which shall be in an amount of at least $5,000,000 or a
         higher integral multiple of $100,000;

                  (B)      the requested Borrowing Date, which shall be a
         Business Day;

                  (C)      the Type of Loans comprising the Borrowing;

                  (D)      in the case of any Term Borrowing, the aggregate
         principal amount of the Initial Distribution Borrowing Amount or Merger
         Borrowing Amount, as the case may be, to be denominated in Euros; and

                  (E)      in the case of Eurocurrency Rate Loans and Eurodollar
         Rate Loans, the duration of the Interest Period applicable to such
         Loans included in such notice.

                  (b)      The Administrative Agent will promptly notify each
Lender of its receipt of any Notice of Borrowing and of the amount of such
Lender's share of the related Borrowing based, as applicable, upon such Lender's
Revolving Credit Percentage or such Lender's applicable Term Percentage.

                  (c)      Each Lender will make the amount of its share of each
Borrowing available to the Administrative Agent for the account of the Company
at the Agent's Payment Office by 2:00 p.m. on the Borrowing Date requested by
the Company in funds immediately available to the Administrative Agent. Upon
satisfaction of the applicable conditions set forth in Section 5.3 (and, if such
Borrowing is being made in connection with the occurrence of the Initial
Distribution Date, Section 5.1 or if such Borrowing is being made at the Time of
Merger, Section 5.2), the Administrative Agent shall make all funds so received
available to the Company in like funds as received by the Administrative Agent
either by (i) crediting the account of the Company on the books of Bank of
America with the aggregate of the amounts made available to the Administrative
Agent by the Lenders or (ii) wire transfer of such funds, in each case in
accordance with instructions provided to (and reasonably acceptable to) the
Administrative Agent by the Company; provided, however, that if, on the date the
Notice of Borrowing with respect to such Borrowing, there are Swingline Loans or
L/C Advances outstanding, then the proceeds of such Borrowing shall be applied,
first, to the payment in full of any such L/C Advances, second, to the payment
in full of any such Swingline Loans, and third, to the Company as provided
above.

                  (d)      After giving effect to any Borrowing, there may not
be more than 12 different Interest Periods in effect.

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<PAGE>

                  Section 2.4. Conversion and Continuation Elections, (a) The
 Company may, upon irrevocable notice (which may be given by telephone) to the
 Administrative Agent:

                  (i)      elect to convert, on any Business Day, any Base Rate
         Loans (in an aggregate amount of $5,000,000 (or the currency equivalent
         thereof) or a higher integral multiple of $100,000 (or the currency
         equivalent thereof)) into Eurocurrency Rate Loans or Eurodollar Rate
         Loans, as the case may be;

                  (ii)     elect to convert, on the last day of the applicable
         Interest Period, any Eurocurrency Rate Loans or Eurodollar Rate Loans,
         as the case may be (or any part thereof in an aggregate amount of
         $5,000,000 (or the currency equivalent thereof) or a higher integral
         multiple of $100,000 (or the currency equivalent thereof)), into Base
         Rate Loans; or

                  (iii)    elect to continue, as of the last day of the
         applicable Interest Period, any Eurocurrency Rate Loans or Eurodollar
         Rate Loans, as the case may be, having Interest Periods expiring on
         such day (or any part thereof in an aggregate amount of $5,000,000 (or
         the currency equivalent thereof) or a higher integral multiple of
         $100,000 (or the currency equivalent thereof));

provided that if at any time the aggregate amount of Eurocurrency Rate Loans or
Eurodollar Rate Loans, as the case may be, in respect of any Borrowing shall
have been reduced, by payment, prepayment or conversion of part thereof, to be
less than $5,000,000 (or the currency equivalent thereof), such Eurocurrency
Rate Loans or Eurodollar Rate Loans, as the case may be, shall automatically
convert into Base Rate Loans.

                  (b)       Each notice of conversion or continuation of Loans
 delivered pursuant to Section 2.4(a) must be delivered by the Company to, and
 received by, the Administrative Agent (i) prior to 12:00 p.m. at least four
 Business Days prior to the Conversion Continuation Date, if the Loans are to be
 converted into or continued as Eurocurrency Rate Loans, (ii) prior to 12:00
 p.m. at least three Business Days prior to the Conversion/Continuation Date, if
 the Loans are to be converted into or continued as Eurodollar Rate Loans and
 (iii) prior to 12:00 p.m. at least one Business Day prior to the
 Conversion/Continuation Date, if the Loans are to be converted into Base Rate
 Loans. Each telephone notice by the Company pursuant to Section 2.4(a) must be
 confirmed promptly by delivery to the Administrative Agent of a written Notice
 of Conversion/Continuation, appropriately completed and signed by a Responsible
 Officer of the Company. Each Notice of Conversion/Continuation (whether
 telephonic or written) shall specify:

                  (A)      the proposed Conversion/Continuation Date;

                  (B)      the aggregate principal amount of Loans to be
         converted or continued;

                  (C)      the Type of Loans resulting from the proposed
         conversion or continuation; and

                  (D)      in the case of conversions into Eurocurrency Rate
         Loans or Eurodollar Rate Loans, the duration of the requested Interest
         Period.

                                       52

<PAGE>

                  (c)      If upon the expiration of any Interest Period
applicable to Eurocurrency Rate Loans or Eurodollar Rate Loans, the Company has
failed to select timely a new Interest Period to be applicable to such
Eurocurrency Rate Loans or Eurodollar Rate Loans, as the case may be, the
Company shall be deemed to have elected to convert such Eurocurrency Rate Loans
or Eurodollar Rate Loans, as the case may be, into Base Rate Loans effective as
of the expiration date of such Interest Period.

                  (d)      The Administrative Agent will promptly notify each
Lender of its receipt of a Notice of Conversion/Continuation or, if no timely
notice is provided by the Company, the Administrative Agent will promptly notify
each Lender of the details of any automatic conversion. All conversions and
continuations shall be made ratably according to the respective outstanding
principal amounts of the Loans held by each Lender with respect to which the
notice was given.

                  (e)      A Eurocurrency Rate Loan or Eurodollar Rate Loan may
be continued or converted only on the last day of an Interest Period for such
Eurocurrency Rate Loan or Eurodollar Rate Loan, as the case may be. Unless the
Required Lenders otherwise agree, during the existence of a Default or Event of
Default, the Company may not elect to have a Loan converted into or continued as
a Eurocurrency Rate Loan or Eurodollar Rate Loan, as the case may be.

                  (f)      After giving effect to any conversion or continuation
of Loans, there may not be more than 12 different Interest Periods in effect.

                 (g)       For the avoidance of doubt, nothing in this Section
2.4 is intended to result in, or permit, any redenomination of any Euro Term B
Loan into a Dollar Term B Loan or of any Dollar Term B Loan into a Euro Term B
Loan.

                  Section 2.5. Swingline Loans. (a) Subject to the terms and
conditions hereof, the Swingline Lender may, in its sole discretion, make a
portion of the Revolving Credit Commitments available to the Company by making
swingline loans (each such loan, a "SWINGLINE LOAN") to the Company on any
Business Day during the period from the Time of Merger to the Revolving Credit
Loan Maturity Date in accordance with the procedures set forth in this Section
2.5 in an aggregate principal amount at any one time outstanding not to exceed
the lesser of (i) the aggregate available amount of the Revolving Credit
Commitments, (ii) the Borrowing Base and (iii) $25,000,000, notwithstanding the
fact that such Swingline Loans, when aggregated with the Swingline Lender's
outstanding Revolving Credit Loans, may exceed the Swingline Lender's Revolving
Credit Percentage of the aggregate amount of the Revolving Credit Commitments;
provided that (A) at no time shall the sum of the Effective Amount of all
Swingline Loans, Revolving Credit Loans and L/C Obligations exceed the aggregate
amount of the Revolving Credit Commitments, and (B) the aggregate Effective
Amount of the Revolving Credit Loans owed to any Lender plus such Lender's
Revolving Credit Percentage of the Effective Amount of all Swingline Loans plus
such Lender's Revolving Credit Percentage of the Effective Amount of all L/C
Obligations shall not exceed the lesser of (1) such Lender's Revolving Credit
Commitment and (2) such Lender's Revolving Credit Percentage of the Borrowing
Base. Subject to the other terms and conditions hereof, the Company may borrow
under this Section 2.5(a), prepay pursuant to Section 2.5(d) and reborrow
pursuant to this

                                       53

<PAGE>

Section 2.5(a) from time to time; provided that (A) the Swingline Lender shall
not be obligated to make any Swingline Loan and (B) the Company shall not use
the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan.
Each Swingline Loan shall be a Base Rate Loan. Immediately upon the making of a
Swingline Loan, each Revolving Credit Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Swingline Lender a
risk participation in such Swingline Loan in an amount equal to the product of
such Revolving Credit Lender's Revolving Credit Percentage multiplied by the
amount of such Swingline Loan.

                  (b)      The Company shall provide the Administrative Agent
and the Swingline Lender irrevocable written notice (or notice by a telephone
call confirmed promptly by facsimile) of any Swingline Loan requested hereunder
(which notice must be received by the Swingline Lender and the Administrative
Agent prior to 1:00 p.m. on the requested Borrowing Date) specifying (i) the
amount to be borrowed and (ii) the requested Borrowing Date, which must be a
Business Day. Upon receipt of such notice, the Swingline Lender will promptly
confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has received a copy of such notice from the Company and, if
not, the Swingline Lender will provide the Administrative Agent with a copy
thereof. If and only if the Administrative Agent notifies the Swingline Lender
on the proposed Borrowing Date that it may make available to the Company the
amount of the requested Swingline Loan, then, subject to the terms and
conditions hereof, the Swingline Lender may make the amount of the requested
Swingline Loan available to the Company by crediting the account of the Company
on the books of Bank of America with the amount of such Swingline Loan. The
Administrative Agent will not so notify the Swingline Lender if the
Administrative Agent has knowledge that (A) the limitations set forth in the
proviso set forth in the first sentence of Section 2.5(a) are being violated or
would be violated by such Swingline Loan or (B) one or more of the conditions
specified in Article V is not then satisfied. Each Swingline Loan shall be in an
aggregate principal amount equal to $500,000 or a higher integral multiple of
$100,000. The Swingline Lender will promptly notify the Administrative Agent of
the amount of each Swingline Loan.

                 (c)       Principal of and accrued interest on each Swingline
Loan shall be due and payable (i) on demand made by the Swingline Lender at any
time upon one Business Day's prior notice to the Company with a copy to the
Administrative Agent furnished at or before 11:45 a.m., and (ii) in any event on
the Revolving Credit Maturity Date. Interest on Swingline Loans shall be for the
sole account of the Swingline Lender (except to the extent that the other
Lenders have funded the purchase of participations therein pursuant to Section
2.5(e)).

                  (d)      The Company may, from time to time on any Business
Day, make a voluntary prepayment, in whole or in part, of the outstanding
principal amount of any Swingline Loan, without incurring any premium or
penalty; provided that

                  (i)      each such voluntary prepayment shall require prior
         written notice given to the Administrative Agent and the Swingline
         Lender no later than 12:00 p.m. on the day on which the Company intends
         to make a voluntary prepayment, and

                                       54

<PAGE>

                  (ii)     each such voluntary prepayment shall be in an amount
         equal to $500,000 or a higher integral multiple of $100,000 (or, if
         less, the aggregate outstanding principal amount of all Swingline Loans
         then outstanding).

Voluntary prepayments of Swingline Loans shall be made by the Company to the
Swingline Lender at such office as the Swingline Lender may designate by notice
to the Company from time to time. All such payments shall be made in Dollars and
in immediately available funds no later than 5:00 p.m. on the date specified by
the Company pursuant to Section 2.5(d)(i) (and any payment received later than
such time shall be deemed to have been received on the next Business Day). The
Swingline Lender will promptly notify the Administrative Agent of the amount of
each prepayment of Swingline Loans.

                 (e)       If (i) any Swingline Loan shall remain outstanding at
12:00 p.m. on the Business Day immediately prior to a Business Day on which
Swingline Loans are due and payable pursuant to Section 2.5(c) and by such time
on such Business Day the Administrative Agent shall have received neither (A) a
Notice of Borrowing delivered pursuant to Section 2.3 requesting that Revolving
Credit Loans be made pursuant to Section 2.l(c) on such following Business Day
in an amount at least equal to the aggregate principal amount of such Swingline
Loans, nor (B) any other notice indicating the Company's intent to repay such
Swingline Loans with funds obtained from other sources, or (ii) any Swingline
Loans shall remain outstanding during the existence of a Default or Event of
Default and the Swingline Lender shall in its sole discretion notify the
Administrative Agent that the Swingline Lender desires that such Swingline Loans
be converted into Revolving Credit Loans, then the Administrative Agent shall be
deemed to have received a Notice of Borrowing from the Company pursuant to
Section 2.3 requesting that Base Rate Loans be made pursuant to Section 2.1(c)
on the following Business Day in an amount equal to the aggregate amount of such
Swingline Loans, and the procedures set forth in Sections 2.3(b) and 2.3(c)
shall be followed in making such Base Rate Loans; provided that such Base Rate
Loans shall be made notwithstanding the Company's failure to comply with Section
5.3; and provided further that if a Borrowing of Revolving Credit Loans becomes
legally impracticable and if so required by the Swingline Lender at the time
such Revolving Credit Loans are required to be made by the Revolving Credit
Lenders in accordance with this Section 2.5(e), each Revolving Credit Lender
agrees that any notice from the Swingline Lender shall be deemed to be a request
by the Swingline Lender that each of the Revolving Credit Lenders fund its risk
participation in the relevant Swingline Loan and each Revolving Credit Lender's
payment to the Administrative Agent for the account of the Swingline Lender
pursuant to this Section 2.5(e) shall be deemed payment in respect of such
participation. The proceeds of such Base Rate Loans (or participations
purchased) shall be delivered by the Administrative Agent to the Swingline
Lender to repay such Swingline Loans (or as payment for such participations). A
copy of each notice given by the Administrative Agent to the Revolving Credit
Lenders pursuant to this Section 2.5(e) with respect to the making of Loans, or
the purchases of participations, shall be promptly delivered by the
Administrative Agent to the Company. Each Revolving Credit Lender's obligation
in accordance with this Agreement to make the Revolving Credit Loans, or
purchase the participations, as contemplated by this Section 2.5(e), shall be
absolute and unconditional and shall not be affected by any circumstance,
including (1) any set-off, counterclaim, recoupment, defense or other right
which such Revolving Credit Lender may have against the Swingline Lender, the
Company or any other Person for any reason whatsoever, (2) the occurrence or
continuance of a Default, Event of Default or any event that has or could

                                       55

<PAGE>

reasonably be expected to have Material Adverse Effect or (3) any other
circumstance, happening or event whatsoever, whether or not similar to any of
the foregoing. No funding of risk participations pursuant to this Section 2.5(e)
shall relieve or otherwise impair the obligation of the Company to repay any
outstanding Swingline Loans, together with interest as provided herein.

                  (f)      At any time after any Revolving Credit Lender has
purchased and funded a risk participation in a Swingline Loan, if the Swingline
Lender receives any payment on account of such Swingline Loan, the Swingline
Lender will distribute to such Lender an amount equal to such Lender's Revolving
Credit Percentage of such payment (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such Lender's risk
participation was funded) in the same funds as those received by the Swingline
Lender. If any payment received by the Swingline Lender in respect of principal
or interest on any Swingline Loan is required to be returned by the Swingline
Lender under any of the circumstances described in Section 11.6 (including
pursuant to any settlement entered into by the Swingline Lender in its
discretion) each Revolving Credit Lender shall pay to the Swingline Lender in an
amount equal to such Lender's Revolving Credit Percentage thereof on demand of
the Administrative Agent plus interest thereon from the date of such demand to
the date such amount is returned, at a rate per annum equal to the Federal Funds
Rate. The Administrative Agent will make such demand upon the request of the
Swing Line Lender.

                  Section 2.6. Termination or Reduction of Commitments. (a) The
Term Commitments will automatically terminate in full on the earlier to occur
of (i) the Time of Merger (after giving effect to any Term Borrowings made on
such date) and (ii) March 31, 2003.

                  (b)      The Company may, upon not less than three Business
Days' prior written notice to the Administrative Agent, permanently reduce the
Revolving Credit Commitments to an amount which is not less than the sum of the
Effective Amount of all Revolving Credit Loans plus the Effective Amount of all
Swingline Loans plus the Effective Amount of all L/C Obligations. Any such
reduction shall be in an aggregate amount of $10,000,000 or a higher integral
multiple of $5,000,000 and shall be applied to reduce the Revolving Credit
Commitment of each Revolving Credit Lender by an amount equal to such Lender's
Revolving Credit Percentage of the amount of any such reduction. The Company may
at any time on like notice terminate the Revolving Credit Commitments upon
payment in full of all Revolving Credit Loans and Swingline Loans and Cash
Collateralization in full of all L/C Obligations.

                  (c)      After payment in full of all Term Loans pursuant to
Section 2.7(b), upon the occurrence of any Mandatory Prepayment Event, the
Revolving Credit Commitment of each Revolving Credit Lender shall be
automatically and permanently reduced by an amount equal to such Lender's
Revolving Credit Percentage of the Designated Proceeds resulting from such
Mandatory Prepayment Event, with each such reduction effective at the time
required in Section 2.7(b) for a prepayment of Loans resulting from such
Mandatory Prepayment Event.

                  (d)      In the event that the Time of Merger has not occurred
on or prior to March 31, 2003, the Revolving Credit Commitments will
automatically terminate in full.

                                       56

<PAGE>

                  (e)      Once reduced in accordance with this Section, the
Commitments may not be increased. All accrued commitment fees to, but not
including, the effective date of any reduction or termination of the any
Commitment shall be paid on the effective date of such reduction or termination.

                  Section 2.7. Prepayments. (a) The Company may, upon at least
one Business Day's notice in the case of Base Rate Loans and three Business
Day's notice in the case of Eurocurrency Rate Loans and Eurodollar Rate Loans,
in each case to the Administrative Agent stating the proposed date and aggregate
principal amount of the prepayment, and if such notice is given the Company
shall, prepay the outstanding aggregate principal amount of the Loans comprising
part of the same Borrowing in whole or ratably in part, together with (i)
accrued interest to the date of such prepayment on the aggregate amount prepaid
and (ii) in the case of any such prepayment of any of the Term B Loans (A) on or
prior to the first anniversary of this Agreement, a premium of 2.00% or (B) on
or prior to the second anniversary of this Agreement, a premium of 1.00%, in
either case of the aggregate principal amount of Term B Loans being so prepaid;
provided, however, that (1) each partial prepayment shall be in an aggregate
principal amount of $5,000,000 (which in the case of any prepayment in respect
of the Term B Loan, shall include the Dollar Equivalent of any Euro Term B Loans
being so prepaid) or an integral multiple of $100,000 (which in the case of any
prepayment in respect of a Term B Loan, shall include the Dollar Equivalent of
any Euro Term B Loans being so prepaid) in excess thereof and if any prepayment
of a Eurocurrency Rate Loan or Eurodollar Rate Loan is made on a date other than
the last day of an Interest Period for such Loan, the Company shall also pay
amounts owing pursuant to Section 4.5. Any premium payable pursuant to this
Section 2.7(a) shall be payable to any Term B Lender only to the extent that any
such Term B Lender actually receives a prepayment of the Term B Loans, owing to
such Term B Lender, as the case may be. For the avoidance of doubt, the Company
shall not be required to pay any prepayment premium to any Term A Lender,
Revolving Credit Lender or any Declining Lender.

                  (b)      The Company shall make a prepayment of the Loans upon
the occurrence of any of the following (each a "MANDATORY PREPAYMENT EVENT") at
the following times and in the following amounts (such applicable amounts being
referred to as "DESIGNATED PROCEEDS"):

                 (i)       Within 180 days after any Asset Sale (other than any
         Asset Sale permitted under Sections 8.2(a) through 8.2(i) (other than
         as to any such Section which is addressed in clauses (ii) through (vi)
         below) to a Person other than a Loan Party or any of their respective
         Subsidiaries, in an amount equal to 100% of the Net Cash Proceeds
         actually received by any Loan Party or Subsidiary thereof in connection
         with such sale, transfer or other disposition; provided that (A) the
         foregoing shall not apply (1) to Asset Sales, the proceeds (or an
         amount equal to anticipated proceeds) of which are used or committed to
         be used by the Company for the financing of fixed or capital assets to
         be used in the business of the Company and its Subsidiaries prior to or
         within 12 months after any such Asset Sale, (2) to the extent that the
         Net Cash Proceeds of all such Asset Sales in any fiscal year are less
         than the lesser of $10,000,000 and 10% of Consolidated Net Tangible
         Assets.(as defined in the New Subordinated Notes Indenture) for the
         most recently ended 12 consecutive month period for which a
         consolidated balance sheet for the Company and its Subsidiaries has
         been prepared or (3) to proceeds of Sale/Leaseback Transactions
         permitted under Sections 8.2(g) and 8.17 and (B) the Company and its
         Subsidiaries may

                                       57

<PAGE>

         retain the first $25,000,000 of Net Cash Proceeds of any sale, transfer
         or other disposition of the Company's San Jose Plant #3 received or to
         be received by the Company and its Subsidiaries in the aggregate and
         shall not be required to prepay Loans in an amount equal to such
         proceeds, and such proceeds shall not constitute "DESIGNATED PROCEEDS"
         hereunder.

                  (ii)     Within 30 days after any Asset Sale (including by way
         of merger or consolidation) by a Loan Party or any of their respective
         Subsidiaries, of any of the Equity Interests in any such Loan Party's
         Subsidiaries to a Person other than a Loan Party or any of their
         respective Subsidiaries, in an amount equal to 100% of the Net Cash
         Proceeds of such Asset Sale.

                  (iii)    Promptly, and in any event within 15 days, after the
         receipt of any Net Cash Proceeds from the issuance of any Other Debt of
         the Company or any of its Subsidiaries, in an amount equal to 100% of
         such Net Cash Proceeds.

                  (iv)     Within 95 days after the end of each fiscal year
         ending on or after April 30,2004, in an amount equal to 50% of Excess
         Cash Flow for such fiscal year (provided that if the aggregate unpaid
         principal amount of the Term Loans (based on in the case of any Euro
         Term B Loans, the Dollar Equivalent thereof as of any date of
         Calculation) as of the end of such fiscal year is less than
         $400,000,000, then no prepayment shall be required pursuant to this
         Section 2.7(b)(iv)).

                  (v)      Concurrently with the actual receipt of any Net Cash
         Proceeds from the issuance of any Indebtedness by DMFC, in an amount
         equal to 100% of the Net Cash Proceeds thereof.

                  (vi)     Immediately following any transfer by the Company or
         any Subsidiary of Receivables pursuant to a Permitted Receivables
         Facility, in an amount equal to the Net Cash Proceeds of such transfer;
         provided that if the Permitted Receivables Facility is a revolving
         program, the Designated Proceeds available for application to the Loans
         from such Permitted Receivables Facility shall not exceed the maximum
         outstanding amount of such Permitted Receivables Facility (without
         giving effect to any reduction in such amount but giving effect to any
         increase in such amount).

                  (c)      Each prepayment of Term Loans pursuant to Section 2.7
(a) shall be applied ratably to the remaining installments of such Term Loans.
Each prepayment of Revolving Credit Loans pursuant to Section 2.7(a) shall be
applied in accordance with Section 2.7(h)

                  (d)       Each prepayment of Loans pursuant to Section 2.7(b)
shall be applied, first, ratably to the remaining installments of each of Term
Loans and to such installments, subject to Section 2.7(g), in accordance with
each Term Lender's Term Percentage and second to the Revolving Credit Loans,
Swingline Loans and L/C Advances as set forth in Section 2.7(h).

                  (e)      If on any day the Effective Amount of all Revolving
Credit Loans plus the Effective Amount of all Swingline Loans plus the Effective
Amount of all L/C Obligations exceeds the lesser of (i) the Revolving Credit
Commitments and (ii) the Borrowing Base, the

                                       58

<PAGE>

Company shall immediately prepay Revolving Credit Loans and/or Swingline Loans
or Cash Collateralize the outstanding Letters of Credit, or do a combination of
the foregoing, in an amount sufficient to eliminate such excess.

                  (f)       If on any date the Effective Amount of L/C
Obligations exceeds the amount of the L/C Commitment, the Company shall Cash
Collateralize on such date the outstanding Letters of Credit in an amount equal
to the excess of the L/C Obligations over the amount of the L/C Commitment.

                  (g)      With respect to any prepayment of Term Loans (other
than pursuant to Section 2.7(i)), the Administrative Agent shall ratably pay
the Term Lenders in accordance with their applicable Total Term Percentages;
provided, however, that any Term B Lender, at its option, to the extent that any
Term A Loans are then outstanding, may elect not to accept such prepayment. Upon
receipt by the Administrative Agent of any such prepayment, the amount of the
prepayment that is available to prepay the Term B Loans shall be deposited in a
cash collateral account on terms reasonably satisfactory to the Administrative
Agent and the Company (the "PREPAYMENT AMOUNT"), pending application of such
amount on the Prepayment Date as set forth below and promptly after such receipt
(the date of such receipt being the "RECEIPT DATE"), the Administrative Agent
shall give written notice to the Term B Lenders of the amount available to
prepay the Term B Loans (to the extent applicable) and the date on which such
prepayment shall be made (the "PREPAYMENT DATE"), which date shall be seven
Business Days after the Receipt Date. Any Term B Lender declining such
prepayment (a "DECLINING LENDER") shall given written notice to the
Administrative Agent by 11:00 a.m. at least three Business Days prior to the
Prepayment Date. On the Prepayment Date, an amount equal to that portion of the
Prepayment Amount accepted by the Term B Lenders other than the Declining
Lenders (such Lenders being the "ACCEPTING LENDERS") to prepay Term B Loans
owing to such Accepting Lenders shall be withdrawn from the cash collateral
account and applied to prepay Term B Loans owing to such Accepting Lenders on a
pro rata basis. Any amounts that would otherwise have been applied to prepay
Term B Loans owing to Declining Lenders shall instead be applied to prepay the
remaining Term A Loans as provided in this Section 2.7. Notwithstanding anything
herein to the contrary no "PREPAYMENT AMOUNT" shall include any premiums payable
to any Accepting Lenders pursuant to Section 2.7(a).

                  (h)      Prepayments of Loans (other than Term Loans) made
pursuant to Sections 2.7(a), 2.7(b) and 2.7(e) shall be first applied to prepay
L/C Advances then outstanding until such L/C Advances are paid in full, second
applied to prepay Swingline Loans then outstanding in accordance with each
Revolving Credit Lender's Revolving Credit Percentage until such Loans are paid
in full, third applied to prepay Revolving Credit Loans then outstanding until
such Loans are paid in full and fourth applied to Cash Collateralize any
outstanding Letter of Credit; and, in the case of prepayments of Loans (other
than Term Loans) required pursuant to Sections 2.7(b) and 2.7(e), the amount
remaining (if any) after prepayment in full of all Loans then outstanding and
the 100% Cash Collateralization of any outstanding Letters of Credit (the sum of
such prepayment amounts, Cash Collateral amounts and remaining amounts being
referred to herein as the "REDUCTION AMOUNT") may be retained by the Company and
the Revolving Credit Commitments shall be permanently reduced as set forth in
Section 2.6(d).

                                       59

<PAGE>

                  (i)      If on the last Business Day of any January, April,
July or October, the aggregate outstanding Dollar Equivalent of the principal
amount of Euro Term B Loans exceeds the sum of (A) $45,000,000 less the Dollar
Equivalent of all repayments of the principal amount of any Euro Term B Loan as
of any date of calculation (the "BASE AMOUNT") plus (B) the product of the Base
Amount multiplied by 10%, the Company shall immediately following notice from
the Administrative Agent thereof prepay to the Administrative Agent for the
ratable benefit of the Euro Term B Loans the amount equal to the amount of such
excess.

                  Section 2.8. Repayment. (a) The Company shall repay to the
Administrative Agent for the ratable account of the Term A Lenders the aggregate
outstanding principal amount of the Term A Loans on the following dates in the
amounts represented by the percentages set forth below, as the respective
percentages of the aggregate outstanding principal amount of the Term A Loans
outstanding as of the Time of Merger (after giving effect to any Term A
Borrowing made on or prior to such time) (which amounts shall be reduced as a
result of the application of repayments in accordance with Section 2.7).

<TABLE>
<CAPTION>
    Date                   Percentage
    ----                   ----------
<S>                        <C>
 4/30/2004                   2.50%
 7/30/2004                   2.50%
10/29/2004                   2.50%
 1/28/2005                   2.50%
 4/29/2005                   3.75%
 7/29/2005                   3.75%
10/28/2005                   3.75%
 1/27/2006                   3.75%
 4/28/2006                   5.00%
 7/28/2006                   5.00%
10/27/2006                   5.00%
 1/26/2007                   5.00%
 4/27/2007                   6.25%
 7/27/2007                   6.25%
10/26/2007                   6.25%
 1/25/2008                   6.25%
 4/25/2008                   7.50%
 7/25/2008                   7.50%
10/24/2008                   7.50%
Term A Loan
Maturity Date                7.50%
</TABLE>

provided, however, that the final principal installments shall be repaid on the
Term A Loan Maturity Date in respect of the Term A Loans and in any event shall
be in an amount equal to the aggregate principal amount of the Term A Loans
outstanding on the Term A Loan Maturity Date.

                                       60

<PAGE>

                  (b)      The Company shall repay to the Administrative Agent
for the ratable account of the Term B Lenders the aggregate outstanding
principal amount of the Term B Loans on the following dates in the amounts
represented by the percentages set forth below, as the respective percentages of
the aggregate outstanding principal amount of the Term B Loans outstanding as of
the Time of Merger (after giving effect to any Term B Borrowing to be made on or
prior to such time) (which amounts shall be reduced as a result of the
application of prepayments in accordance with Section 2.7).

<TABLE>
<CAPTION>
    Date                   Percentage
    ----                   ----------
<S>                        <C>
  4/25/2003                   0.25%
  7/25/2003                   0.25%
 10/24/2003                   0.25%
  1/23/2004                   0.25%
  4/30/2004                   0.25%
  7/30/2004                   0.25%
 10/29/2004                   0.25%
  1/28/2005                   0.25%
  4/29/2005                   0.25%
  7/29/2005                   0.25%
 10/28/2005                   0.25%
  1/27/2006                   0.25%
  4/28/2006                   0.25%
  7/28/2006                   0.25%
 10/27/2006                   0.25%
  1/26/2007                   0.25%
  4/27/2007                   0.25%
  7/27/2007                   0.25%
 10/26/2007                   0.25%
  1/25/2008                   0.25%
  4/25/2008                   0.25%
  7/25/2008                   0.25%
 10/24/2008                   0.25%
  1/23/2009                   0.25%
   5/1/2009                   0.25%
  7/31/2009                   0.25%
 10/30/2009                   0.25%
  1/29/2010                   0.25%
  4/30/2010                  23.25%
  7/30/2010                  23.25%
 10/29/2010                  23.25%
Term B Loan
Maturity Date                23.25%
</TABLE>

provided, however, that the final principal installment shall be repaid on the
Term B Loan Maturity Date in respect of the Term B Loans and in any event shall
be in an amount equal to the aggregate principal amount of the Term B Loans
outstanding on the Term B Loan Maturity Date.

                                       61

<PAGE>

                  (c)      The Company shall pay to the Administrative Agent,
for the ratable account of the Revolving Credit Lenders, on the Revolving Credit
Loan Maturity Date the aggregate principal amount of all Revolving Credit Loans
outstanding on the Revolving Credit Loan Maturity Date.

                  Section 2.9. Interest. (a) Each Revolving Credit Loan (other
 than any Swingline Loan) and Term Loan shall bear interest on the outstanding
 principal amount thereof from the applicable Borrowing Date at a rate per annum
 equal to (i) in the case of any Eurodollar Rate Loan, the Eurodollar Rate or
 (ii) in the case of any Euro Term B Loan, the Eurocurrency Rate, and in either
 case, the Base Rate, as the case may be (and subject to the Company's right to
 convert to the other Type of Loans under Section 2.4), plus the Applicable Rate
 as in effect from time to time with respect to such Revolving Credit Loan or
 Term Loan, as the case may be. Each Swingline Loan shall bear interest on the
 outstanding principal amount thereof from the applicable Borrowing Date at a
 rate per annum equal to the Base Rate plus 1% per annum.

                  (b)      Interest on each Loan shall be paid in arrears on
each Interest Payment Date therefor. Interest shall also be paid upon payment
(including prepayment) in full of any of the Loans.

                  (c)      Notwithstanding Section 2.9(a), during the existence
of any Event of Default, the Company shall pay interest (after as well as before
entry of judgment thereon to the extent permitted by law) on the principal
amount of all outstanding Loans and, to the extent permitted by applicable law,
on any other amount payable hereunder or under any other Loan Document, at a
rate per annum equal to the rate otherwise applicable thereto pursuant to the
terms hereof or such other Loan Document (or, if no such rate is specified, the
Base Rate plus the Applicable Rate then in effect for Base Rate Revolving Credit
Loans) plus 2%. All such interest shall be payable on demand.

                  (d)      Anything herein to the contrary notwithstanding the
obligation of the Company to any Lender in respect of interest payments
hereunder shall be subject to the limitations set forth in Section 11.12.

                  Section 2.10. Fees. In addition to certain fees described in
Section 3.8:

                  (a)      The Company shall pay fees to the Agents and
         Arrangers for their own accounts, as required by the letter agreement
         among the Company, Heinz, the Arrangers and the Agents dated June
         12, 2002, as modified by that certain letter agreement dated as of
         November 13, 2002 (the "FEE LETTER").

                  (b)      The Company shall pay to the Administrative Agent for
         the account of each Term Lender a commitment fee calculated at a rate
         per annum equal to 0.50% on the daily unused portion of such Term
         Lenders' aggregate Term Commitments. The commitment fee payable
         pursuant to this Section 2.10(b) shall accrue at all times from the
         date hereof until the date of the termination in full of the Term
         Commitments in accordance with Section 2.6, including at any time
         during which one or more of the conditions in Article V is not met, and
         shall be due and payable quarterly in arrears on the last Business Day
         of each January, April, July and October, commencing with the first

                                       62

<PAGE>

         such date to occur after the date hereof, and on the date on which the
         Term Commitments are terminated in full in accordance with Section 2.6.

                 (c)       The Company shall pay to the Administrative Agent for
         the account of each Revolving Credit Lender a commitment fee calculated
         at a rate per annum equal to 0.50% on the average daily unused portion
         of such Revolving Credit Lender's Revolving Credit Commitment. The
         commitment fee payable pursuant to this Section 2.10(c) shall accrue at
         all times from the date hereof until the occurrence of the Revolving
         Credit Termination Date, including at any time during which one or more
         of the conditions in Article V is not met, and shall be due and payable
         quarterly in arrears on the last Business Day of each January, April,
         July and October, commencing with the first such date to occur after
         the date hereof and on the Revolving Credit Termination Date based upon
         the daily utilization for each such period as calculated by the
         Administrative Agent. For purposes of calculating utilization Under
         this Section 2.10(c), the Revolving Credit Commitments shall be deemed
         used to the extent of the Effective Amount of all Revolving Credit
         Loans then outstanding (but Swingline Loans shall not constitute usage
         of any Revolving Credit Lender's Revolving Credit Commitment for the
         purpose of calculating commitment fees)plus the Effective Amount of
         all L/C Obligations then outstanding.

                  (d)      Any fees paid pursuant to this Section 2.10, shall be
         fully earned when paid and shall not be refundable for any reason
         whatsoever.

                 Section 2.11. Computation of Fees and Interest. (a) All
computations of interest for Base Rate Loans when the Base Rate is determined by
Bank of America's "prime rate" shall be made on the basis of a year of 365 or
366 days, as the case may be, and actual days elapsed. All other computations of
interest and fees shall be made on the basis of a 360-day year and actual days
elapsed. Interest and fees shall accrue during each period during which interest
or such fees are computed from the first day thereof to the last day thereof.

                  (b)      Each determination of an interest rate by the
Administrative Agent shall be prima facie evidence thereof. The Administrative
Agent will, at the request of the Company or any Lender, deliver to the Company
or such Lender, as the case may be, a statement showing the quotations used by
the Administrative Agent in determining any interest rate and the resulting
interest rate.

                  Section 2.12. Payments by the Company. (a) All payments to be
made by the Company shall be made without condition or deduction for any
counter-claim, defense, recoupment or setoff. Except as otherwise expressly
provided herein, all payments by the Company shall be made to the Administrative
Agent for the account of the Lenders at the Agent's Payment Office, and shall be
made in Dollars or Euros, as the case may be, and in immediately available
funds, no later than 2:00 p.m. on the date specified herein. Except as expressly
provided herein, the Administrative Agent will promptly distribute, in like
funds as received, to each Lender its Revolving Credit Percentage of any portion
of such payment related to the Revolving Credit Loans or its applicable Term
Percentage of any portion of such payment relating to any of the Term Loans. Any
payment received by the Administrative Agent later than

                                       63

<PAGE>

2:00 p.m. shall be deemed to have been received on the following Business Day
and any applicable interest or fee shall continue to accrue.

                  (b)      Whenever any payment is due on a day other than a
Business Day, such payment shall be made on the preceding Business Day or, in
the event such payment cannot be made on such preceding Business Day, the next
succeeding Business Day, and such shortening or lengthening of time shall in
such case be reflected in the computation of interest or fees, as the case may
be.

                  (c)      Unless the Company or any Lender has notified the
Administrative Agent, prior to the date any payment is required to be made by
the Administrative Agent hereunder, that the Company or such Lender, as the case
may be, will not make such payment, the Administrative Agent may assume that the
Company or such Lender, as the case may be, has timely made such payment and may
(but shall not be so required to), in reliance thereon, make available a
corresponding amount to the Person entitled thereto. If and to the extent that
such payment was not in fact made to the Administrative Agent in immediately
available funds, then:

                  (i)      if the Company failed to make such payment, each
         Lender shall forthwith on demand repay to the Administrative Agent the
         portion of such assumed payment that was made available to such Lender
         in immediately available funds, together with interest thereon in
         respect of each day from and including the date such amount was made
         available by the Administrative Agent to such Lender to the date such
         amount is repaid to the Administrative Agent in immediately available
         funds at the Federal Funds Rate from time to time in effect; and

                 (ii)      if any Lender failed to make such payment, such
         Lender shall forthwith on demand pay to the Administrative Agent the
         amount thereof in immediately available funds, together with interest
         thereon for the period from the date such amount was made available by
         the Administrative Agent to the Company to the date such amount is
         recovered by the Administrative Agent (the "COMPENSATION PERIOD") at a
         rate per annum equal to the Federal Funds Rate from time to time in
         effect. If such Lender pays such amount to the Administrative Agent,
         then such amount shall constitute such Lender's Loans included in the
         applicable Borrowing. If such Lender does not pay such amount forthwith
         upon the Administrative Agent's demand therefor, the Administrative
         Agent may make a demand therefor upon the Company, and the Company
         shall pay such amount to the Administrative Agent, together with
         interest thereon for the Compensation Period at a rate per annum equal
         to the rate of interest applicable to the applicable Borrowing. Nothing
         herein shall be deemed to relieve any Lender from its obligation to
         fulfill its Commitment or to prejudice any rights which the
         Administrative Agent or the Company may have against any Lender as a
         result of any default by such Lender hereunder.

                  A notice of the Administrative Agent to any Lender or the
Company with respect to any amount owing under this Section 2.12(c) shall be
conclusive, absent manifest error.

                  (d)      If any Lender makes available to the Administrative
Agent funds for any Loan to be made by such Lender as provided in the foregoing
provisions of this Article II, and

                                       64

<PAGE>

 such funds are not made available to the Company by the Administrative Agent
 because the conditions to the applicable extension of credit set forth in
 Article V are not satisfied or waived in accordance with the terms hereof, the
 Administrative Agent shall promptly return such funds (in like funds as
 received from such Lender) to such Lender, without interest.

                  (e)      To the extent that the Administrative Agent receives
funds for application to the amounts owing by the Company under or in respect of
this Agreement or any Note in currencies other than the currency or currencies
required to enable the Administrative Agent to distribute funds to the Lenders
in accordance with the terms of this Agreement, the Administrative Agent shall
be entitled to convert or exchange such funds into Dollars or into Euros or from
Dollars to Euros or from a Euro to Dollars, as the case may be, to the extent
necessary to enable the Administrative Agent to distribute such funds in
accordance with the terms of this Agreement; provided that the Company and each
of the Lenders hereby agree that the Administrative Agent shall not be liable or
responsible for any loss, cost or expense suffered by the Company or such Lender
as a result of any conversion or exchange of currencies affected pursuant to
this Section 2.12(e) or as a result of the failure of the Administrative Agent
to effect any such conversion or exchange; and provided further that the Company
agrees to indemnify the Administrative Agent and each Lender, and hold the
Administrative Agent and each Lender harmless, for any and all losses, costs and
expenses incurred by the Administrative Agent or any Lender for any conversion
or exchange of currencies (or the failure to convert or exchange any currencies)
in accordance with this Section 2.12(e).

                  (f)      The obligations of the Lenders hereunder to make
Loans and to fund participations in Letters of Credit and Swingline Loans are
several and not joint. The failure of any Lender to make any Loan or to fund any
such participation on any date required hereunder shall not relieve any other
Lender of its corresponding obligation to do so on such date, and no Lender
shall be responsible for the failure of any other Lender to so make its Loan or
purchase its participation.

                  (g)      Nothing herein shall be deemed to obligate any Lender
to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained the funds for any
Loan in any particular place or manner.

                  Section 2.13. Sharing of Payments, Etc. If, other than as
expressly provided elsewhere herein, any Lender shall obtain on account of the
Loans made by it, or the participations in L/C Obligations or in Swingline Loans
held by it, any payment (whether voluntary, involuntary, through the exercise of
any right of set-off, or otherwise) in excess of its ratable share (or other
share contemplated hereunder) thereof, such Lender shall immediately (a) notify
the Administrative Agent of such fact and (b) purchase from the other Lenders
such participations in the Loans made by them and/or such subparticipations in
the participations in L/C Obligations or Swingline Loans held by them, as the
case may be, as shall be necessary to cause such purchasing Lender to share the
excess payment in respect of such Loans or such participations, as the case may
be, pro rata with each of them; provided, however, that if all or any portion of
such excess payment is thereafter recovered from the purchasing Lender under any
of the circumstances described in Section 11.6 (including pursuant to any
settlement entered into by the purchasing Lender in its discretion), such
purchase shall to that extent be rescinded and each other Lender shall repay to
the purchasing Lender the purchase price paid therefor,

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together with an amount equal to such paying Lender's ratable share (according
to the proportion of (i) the amount of such paying Lender's required repayment
to (ii) the total amount so recovered from the purchasing Lender) of any
interest or other amount paid or payable by the purchasing Lender in respect of
the total amount so recovered, without further interest thereon. The Company
agrees that any Lender so purchasing a participation from another Lender may, to
the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off, but subject to Section 11.9) with respect to
such participation as fully as if such Lender were the direct creditor of the
Company in the amount of such participation. The Administrative Agent will keep
records (which shall be conclusive and binding in the absence of manifest error)
of participations purchased under this Section and will in each case notify the
Lenders following any such purchases or repayments. Each Lender that purchases a
participation pursuant to this Section shall from and after such purchase have
the right to give all notices, requests, demands, directions and other
communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were
the original owner of the Obligations purchased.

                                   ARTICLE III

                             THE LETTERS OF CREDIT

                  Section 3.1. The Letter of Credit Subfacility. (a) Subject to
the terms and conditions hereof: (i) the Issuing Lender agrees, in reliance upon
the agreements of the other Lenders set forth in this Article III, (A) from time
to time on any Business Day during the period from the Time of Merger to the
Revolving Credit Maturity Date to issue Letters of Credit for the account of the
Company, and to amend or renew Letters of Credit previously issued by it, in
accordance with Section 3.2, and (B) to honor drawings which comply with the
terms of the Letters of Credit Issued by it; and (ii) the Revolving Credit
Lenders severally agree to participate in Letters of Credit Issued for the
account of the Company; provided that the Issuing Lender shall not be obligated
to Issue, and no Revolving Credit Lender shall be obligated to participate in,
any Letter of Credit if as of the date of Issuance of such Letter of Credit (the
"ISSUANCE DATE") (1) the sum of the Effective Amount of all L/C Obligations,
Revolving Credit Loans and Swingline Loans exceeds the lesser of (y) the
aggregate amount of all Revolving Credit Commitments and (z) the Borrowing Base,
(2) the Effective Amount of all L/C Obligations exceeds the amount of the L/C
Commitment or (3) any Revolving Credit Lender's Revolving Credit Percentage of
the Effective Amount of all L/C Obligations plus such Lender's Revolving Credit
Percentage of the Effective Amount of all Swingline Loans plus the aggregate
Effective Amount of the Revolving Credit Loans owed to such Lender shall exceed
the lesser of (y) such Revolving Credit Lender's Revolving Credit Commitment and
(z) such Lender's Revolving Credit Percentage of the Borrowing Base. Within the
foregoing limits, and subject to the other terms and conditions hereof, the
Company's ability to obtain Letters of Credit shall be fully revolving, and,
accordingly, the Company may, during the foregoing period, obtain Letters of
Credit to replace Letters of Credit which have expired or which have been drawn
upon and reimbursed. All Existing Letters of Credit shall be deemed to have been
issued pursuant hereto, and from and after the Time of Merger shall be subject
to and governed by the terms and conditions hereof.

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<PAGE>

                  (b)      The Issuing Lender shall not Issue any Letter of
         Credit if:

                  (i)      any order, judgment or decree of any Governmental
         Authority or arbitrator shall by its terms purport to enjoin or
         restrain the Issuing Lender from Issuing such Letter of Credit, or any
         Requirement of Law applicable to the Issuing Lender or any request or
         directive (whether or not having the force of law) from any
         Governmental Authority with jurisdiction over the Issuing Lender shall
         prohibit, or request that the Issuing Lender refrain from, the Issuance
         of letters of credit generally or such Letter of Credit in particular
         or shall impose upon the Issuing Lender with respect to such Letter of
         Credit any restriction, reserve or capital requirement (for which the
         Issuing Lender is not otherwise compensated hereunder) not in effect on
         the date of this Agreement, or shall impose upon the Issuing Lender any
         unreimbursed loss, cost or expense which was not applicable on the date
         of this Agreement and which the Issuing Lender in good faith deems
         material to it;

                  (ii)     the Issuing Lender has received written notice from
         any Lender, the Administrative Agent or the Company, on or prior to the
         Business Day prior to the requested date of Issuance of such Letter of
         Credit, that one or more of the applicable conditions contained in
         Article V is not then satisfied;

                  (iii)    subject to Section 3.2(c) the expiry date of such
         requested Letter of Credit would occur more than 12 months after the
         date of issuance or last renewal, unless the Required Revolving Credit
         Lenders have approved such expiry date;

                  (iv)     the expiry date of such Letter of Credit is less than
         the fifth Business Day prior to the Revolving Credit Maturity Date,
         unless all of the Revolving Credit Lenders have approved such expiry
         date in writing;

                  (v)      such Letter of Credit does not provide for drafts, or
         is not otherwise in form and substance acceptable to the Issuing
         Lender, or the Issuance of such Letter of Credit shall violate any
         applicable policies of the Issuing Lender; or

                  (vi)     except to the extent set forth in Section 3.10, such
         Letter of Credit is denominated in a currency other than Dollars.

                  (c)      The Issuing Lender shall be under no obligation to
amend any Letter of Credit if (i) the Issuing Lender would have no obligation at
such time to issue such Letter of Credit in its amended form under the terms
hereof, or (ii) the beneficiary of such Letter of Credit does not accept the
prepared amendment to such Letter of Credit.

                  Section 3.2. Procedures for Issuance and Amendment of Letters
of Credit: Auto-Renewal Letters of Credit. (a) Each Letter of Credit shall be
issued or amended, as the case may be, upon the request of the Company delivered
to the Issuing Lender (with a copy to the Administrative Agent) in the form of a
L/C Application, appropriately completed and signed by a Responsible Officer of
the Company. Such L/C Application must be received by the Issuing Lender and the
Administrative Agent not later than 11:00 a.m. at least two Business Days (or
such later date and time as the Issuing Lender may agree in a particular
instance in its sole discretion) prior to the proposed issuance date or date of
amendment, as the case may be. In

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the case of a request for an initial Issuance of a Letter of Credit, such L/C
Application shall specify in form and detail satisfactory to the Issuing Lender:
(i) the proposed issuance date of the requested Letter of Credit (which shall be
a Business Day); (ii) the amount thereof; (iii) the expiry date thereof; (iv)
the name and address of the beneficiary thereof; (v) the documents to be
presented by such beneficiary in case of any drawing thereunder; (vi) the full
text of any certificate to be presented by such beneficiary in case of any
drawing thereunder; and (vii) such other matters as the Issuing Lender may
require. In the case of a request for an amendment of any outstanding Letter of
Credit, such L/C Application shall specify in form and detail satisfactory to
the Issuing Lender (i) the Letter of Credit to be amended; (ii) the proposed
date of amendment thereof (which shall be a Business Day); (iii) the nature of
the proposed amendment; and (iv) such other matters as the Issuing Lender may
require.

                  (b)      Promptly after receipt of any L/C Application, the
Issuing Lender will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has received a copy of such L/C
Application from the Company and, if not, the Issuing Lender will provide the
Administrative Agent with a copy thereof. Upon receipt by the Issuing Lender of
confirmation from the Administrative Agent that the requested Issuance or
amendment is permitted in accordance with the terms hereof, then, subject to the
terms and conditions hereof, the Issuing Lender shall, on the requested date,
Issue a Letter of Credit for the account of the Company or enter into the
applicable amendment, as the case may be, in each case in accordance with the
Issuing Lender's usual and customary business practices. Immediately upon the
Issuance of each Letter of Credit, each Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Issuing Lender a
risk participation in such Letter of Credit in an amount equal to the product of
such Lender's Revolving Credit Percentage multiplied by the amount of such
Letter of Credit.

                  (c)      If the Company so requests in any applicable L/C
Application, the Issuing Lender may, in its sole and absolute discretion, agree
to Issue a Letter of Credit that has automatic renewal provisions (each, an
"AUTO-RENEWAL LETTER OF CREDIT"); provided that any such Auto-Renewal Letter of
Credit must permit the Issuing Lender to prevent any such renewal at least once
in each twelve-month period (commencing with the date of issuance of such Letter
of Credit) by giving prior notice to the beneficiary thereof not later than a
day (the "NONRENEWAL NOTICE DATE") in each such twelve-month period to be agreed
upon at the time such Letter of Credit is issued and; provided further, that the
expiry date of such Auto-Renewal Letter of Credit shall not be later than the
fifth Business Day occurring prior to the Revolving Credit Maturity Date unless
all of the Revolving Credit Lenders shall have approved such expiry date in
writing. Unless otherwise directed by the Issuing Lender, the Company shall not
be required to make a specific request to the Issuing Lender for any such
renewal. Once an Auto-Renewal Letter of Credit has been Issued, the Lenders
shall be deemed to have authorized (but may not require) the Issuing Lender to
permit the renewal of such Letter of Credit at any time to an expiry date not
later than the Revolving Credit Maturity Date; provided, however, that the
Issuing Lender shall not permit any such renewal if (i) the Issuing Lender has
determined that it would have no obligation at such time to issue such Letter of
Credit in its renewed form under the terms hereof (by reason of the provisions
of Section 3.1(b) or otherwise), or (ii) it has received notice (which may be by
telephone or in writing) on or before the day that is two Business Days before
the Nonrenewal Notice Date (A) from the Administrative Agent that the Required
Revolving Credit Lenders have elected not to permit such renewal or (B) from the
Administrative Agent, any

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<PAGE>

Lender or the Company that one or more of the applicable conditions specified in
Section 5.3 is not then satisfied.

                  (d)      Promptly after its delivery of any Letter of Credit
or any amendment to a Letter of Credit to an advising bank with respect thereto
or to the beneficiary thereof, the Issuing Lender will also deliver to the
Company and the Administrative Agent a true and complete copy of such Letter of
Credit or amendment.

                  Section 3.3. Risk Participations, Drawings and Reimbursements.
(a) In the event of any request for a drawing under a Letter of Credit by the
beneficiary or transferee thereof, the Issuing Lender will promptly notify the
Company and the Administrative Agent. The Company shall reimburse the Issuing
Lender not later than 3:00 p.m. on each date that any amount is paid by the
Issuing Lender under any Letter of Credit to the extent it has received notice
that such payment is to be made by 1:00 p.m. on such date or, in the event such
notice is received after 1:00 p.m. on such date, by no later than 12:00 p.m. on
the next succeeding Business Day, (each such date, an "HONOR DATE") in an
amount equal to the amount so paid by the Issuing Lender. If the Company fails
to reimburse the Issuing Lender for the full amount of any drawing under any
Letter of Credit by the relevant time on the Honor Date, the Administrative
Agent will promptly notify each Revolving Credit Lender of the relevant Honor
Date, the amount of the unreimbursed drawing, and the amounts of such Lender's
Revolving Credit Percentage thereof. In such event, the Company shall be deemed
to have requested that Base Rate Loans be made by the Revolving Credit Lenders
to be disbursed on the relevant Honor Date in an amount equal to the
unreimbursed amount under such Letter of Credit, without regard to the minimum
and multiples specified in Section 2.3 for the principal amount of Base Rate
Loans, but subject to the amount of the unutilized portion of the Revolving
Credit Commitments and subject to the conditions set forth in Section 5.3 other
than Section 5.3(c). Any notice given by the Issuing Lender or the
Administrative Agent pursuant to this Section 3.3(a) may be oral if immediately
confirmed in writing (including by facsimile); provided that the lack of such an
immediate confirmation shall not affect the conclusiveness or binding effect of
such notice.

                 (b)       Each Revolving Credit Lender (including the Revolving
Credit Lender acting as Issuing Lender) shall upon any notice pursuant to
Section 3.3(a) make funds available to the Administrative Agent for the account
of the Issuing Lender at the Agent's Payment Office in an amount equal to its
Revolving Credit Percentage of the amount of the drawing, not later than 1:00
p.m. on the Business Day specified in such notice by the Administrative Agent,
whereupon the participating Revolving Credit Lenders shall (subject to Section
3.3(c)) each be deemed to have made a Revolving Credit Loan consisting of a Base
Rate Loan to the Company in such amount. The Administrative Agent shall remit
the funds so received to the Issuing Lender.

                  (c)      With respect to any unreimbursed drawing that is not
converted into Revolving Credit Loans consisting of Base Rate Loans in whole or
in part, because of the Company's failure to satisfy the conditions set forth in
Section 5.3 (other than Section 5.3(c), which need not be satisfied) or for any
other reason, the Company shall be deemed to have incurred from the Issuing
Lender an L/C Borrowing in the amount of such drawing, which L/C Borrowing shall
be due and payable on demand (together with interest) and shall bear interest at
a rate per annum equal to the Base Rate plus the Applicable Margin then in
effect for Base Rate

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<PAGE>

Revolving Credit Loans plus 2% per annum. In such event, each Revolving Credit
Lender's payment to the Issuing Lender pursuant to Section 3.3(b) shall be
deemed payment in respect of its participation in such L/C Borrowing and shall
constitute an L/C Advance from such Revolving Credit Lender in satisfaction of
its participation obligation under this Section 3.3.

                  (d)      Until each Revolving Credit Lender funds its
Revolving Credit Loan or L/C Advance pursuant to this Section 3.3 to reimburse
the Issuing Lender for any amount drawn under any Letter of Credit, interest in
respect of such Lender's Revolving Credit Percentage of such amount shall be
solely for the account of the Issuing Lender.

                  (e)      Each Revolving Credit Lender's obligation in
accordance with this Agreement to make Revolving Credit Loans or L/C Advances,
as contemplated by this Section 3.3, as a result of a drawing under a Letter of
Credit, shall be absolute and unconditional and without recourse to the Issuing
Lender and shall not be affected by any circumstance, including (i) any set-off,
counterclaim, recoupment, defense or other right which such Revolving Credit
Lender may have against the Issuing Lender, the Company or any other Person for
any reason whatsoever, (ii) the occurrence or continuance of a Default, Event of
Default or any event that has resulted in, or could reasonably be expected to
have, a Material Adverse Effect or (iii) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing; provided that
each Revolving Credit Lender's obligation to make Revolving Credit Loans under
this Section 3.3 is subject to the conditions set forth in Section 5.3 (other
than Section 5.3(c), which need not be satisfied). No such revolving of an L/C
Advance shall relieve or otherwise impair the obligation of the Company to
reimburse the Issuing Lender for the amount of any payment made by the Issuing
Lender under any Letter of Credit, together with interest as provided herein.

                  (f)      If any Revolving Credit Lender fails to make
available to the Administrative Agent for the account of the Issuing Lender any
amount required to be paid by such Revolving Credit Lender pursuant to the
foregoing provisions of this Section 3.3 by the time specified in Section
3.3(b), the Issuing Lender shall be entitled to recover from such Revolving
Credit Lender (acting through the Administrative Agent), on demand, such amount
with interest thereon for the period from the date such payment is required to
the date on which such payment is immediately available to the Issuing Lender at
a rate per annum equal to the Federal Funds Rate from time to time in effect. A
certificate of the Issuing Lender submitted to any Revolving Credit Lender
(through the Administrative Agent) with respect to any amounts owing under this
Section 3.3(f) shall be conclusive absent manifest error.

                  Section 3.4. Repayment of Participations. (a) Upon (and only
 upon) receipt by the Administrative Agent for the account of the Issuing Lender
 of immediately available funds from the Company (i) in reimbursement of any
 payment made by the Issuing Lender under a Letter of Credit with respect to
 which any Revolving Credit Lender has paid the Administrative Agent for the
 account of the Issuing Lender for such Revolving Credit Lender's participation
 in such Letter of Credit pursuant to Section 3.3 or (ii) in payment of interest
 thereon (whether directly from the Company or otherwise, including proceeds of
 Cash Collateral applied thereto by the Administrative Agent), the
 Administrative Agent will pay to each Revolving Credit Lender, in like funds as
 those received by the Administrative Agent for the account of the Issuing
 Lender, the amount of such Revolving Credit Lender's Revolving Credit
 Percentage of

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 such funds (appropriately adjusted, in the case of payment of interest, to
 reflect the period of time during which such Revolving Credit Lender's L/C
 Advance was outstanding), and the Issuing Lender shall receive the amount of
 the Revolving Credit Percentage of such funds of any Revolving Credit Lender
 that did not so pay the Administrative Agent for the account of the Issuing
 Lender.

                  (b)      If any payment received by the Administrative Agent
for the account of the Issuing Lender pursuant to Section 3.3(a) is required to
be returned under any of the circumstances described in Section 11.6 (including
pursuant to any settlement entered into by the Issuing Lender in its
discretion), each Revolving Credit Lender shall pay the Administrative Agent for
the account of the Issuing Lender its Revolving Credit Percentage thereof on
demand of the Administrative Agent, plus interest thereon from the date of such
demand to the date such amount is returned by such Revolving Credit Lender, at a
rate per annum equal to the Federal Funds Rate from time to time in effect.

                  Section 3.5. Role of the Issuing Lender Each Revolving Credit
Lender and the Company agree that, in paying any drawing under a Letter of
Credit, the Issuing Lender shall not have any responsibility to obtain any
document (other than any sight draft, certificates and documents expressly
required by the Letter of Credit) or to ascertain or inquire as to the validity
or accuracy of any such document or the authority of the Person executing or
delivering any such document. None of the Issuing Lender, any Agent-Related
Person nor any of the respective correspondents, participants or assignees of
the Issuing Lender shall be liable to any Lender for (a) any action taken or
omitted in connection herewith at the request or with the approval of the
Lenders, the Required Lenders or the Required Revolving Credit Lenders, as
applicable; (b) any action taken or omitted in the absence of gross negligence
or willful misconduct; or (c) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
L/C Application. The Company hereby assumes all risks of the acts or omissions
of any beneficiary or transferee with respect to its use of any Letter of
Credit; provided, however, that this assumption is not intended to, and shall
not, preclude the Company's pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement. None
of the Issuing Lender, any Agent-Related Person nor any of the respective
correspondents, participants or assignees of the Issuing Lender shall be liable
or responsible for any of the matters described in Section 3.6; provided,
however, that anything in such clauses to the contrary notwithstanding, the
Company may have a claim against the Issuing Lender, and the Issuing Lender may
be liable to the Company, to the extent, but only to the extent, of any direct,
as opposed to consequential or exemplary, damages suffered by the Company which
the Company proves were caused by the Issuing Lender's willful misconduct or
gross negligence or the Issuing Lender's willful failure to pay under any.
Letter of Credit after the presentation to it by the beneficiary of a sight
draft and certificate(s) strictly complying with the terms and conditions of a
Letter of Credit. In furtherance and not in limitation of the foregoing, the
Issuing Lender may accept documents that appear on their face to be in order,
without responsibility for further investigation, regardless of any notice or
information to the contrary, and the Issuing Lender shall not be responsible for
the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

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<PAGE>

                  Section 3.6. Obligations Absolute. The obligations of the
Company under this Agreement and any L/C-Related Document to reimburse the
Issuing Lender for a drawing under a Letter of Credit, and to repay any L/C
Borrowing and any drawing under a Letter of Credit converted into Revolving
Credit Loans, shall be unconditional and irrevocable, and shall be paid strictly
in accordance with the terms of this Agreement and each such other L/C-Related
Document under all circumstances, including the following:

                  (a)      any lack of validity or enforceability of this
         Agreement or any L/C-Related Document;

                  (b)      any change in the time, manner or place of payment
         of, or in any other term of, all or any of the obligations of the
         Company in respect of any Letter of Credit or any other amendment or
         waiver of or any consent to departure from all or any of the
         L/C-Related Documents;

                  (c)      the existence of any claim, set-off, defense or other
         right that the Company may have at any time against any beneficiary or
         any transferee of any Letter of Credit (or any Person for whom any such
         beneficiary or any such transferee may be acting), the Issuing Lender
         or any other Person, whether in connection with this Agreement, the
         transactions contemplated hereby or by the L/C-Related Documents or any
         unrelated transaction;

                  (d)      any draft, demand, certificate or other document
         presented under any Letter of Credit proving to be forged, fraudulent,
         invalid or insufficient in any respect or any statement therein being
         untrue or inaccurate in any respect or any loss or delay in the
         transmission or otherwise of any document required in order to make a
         drawing under any Letter of Credit;

                  (e)      any payment by the Issuing Lender under any Letter of
         Credit against presentation of a draft or certificate that does not
         strictly comply with the terms of such Letter of Credit; or any payment
         made by the Issuing Lender under any Letter of Credit to any Person
         purporting to be a trustee in bankruptcy, debtor-in-possession,
         assignee for the benefit of creditors, liquidator, receiver or other
         representative of or successor to any beneficiary or any transferee of
         any Letter of Credit, including any arising in connection with any
         Insolvency Proceeding;

                  (f)      any exchange, release or non-perfection of any
         collateral, or any release or amendment or waiver of or consent to
         departure from any guarantee, for all or any of the obligations of the
         Company in respect of any Letter of Credit; or

                  (g)      any other circumstance or happening whatsoever,
         whether or not similar to any of the foregoing, including any other
         circumstance that might otherwise constitute a defense available to, or
         a discharge of, the Company or a guarantor.

 The Company shall promptly examine a copy of each Letter of Credit and each
 amendment thereto that is delivered to it and, in the event of any claim of
 noncompliance with the Company's instructions or other irregularity, the
 Company will immediately notify the Issuing

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<PAGE>

Lender. The Company shall have conclusively deemed to have waived any such claim
against the Issuing Lender and its correspondents unless such notice is given as
aforesaid.

                  Section 3.7. Cash Collateral. Upon the request of the
Administrative Agent, (a) if the Issuing Lender has honored any full or partial
drawing request under any Letter of Credit and such drawing has resulted in an
L/C Borrowing, or (b) if, as of the Revolving Credit Maturity Date, any Letter
of Credit may for any reason remain outstanding and partially or wholly undrawn,
the Company shall immediately Cash Collateralize the then Effective Amount of
all L/C Obligations (in an amount equal to 105% of the Effective Amount
determined as of the date of such L/C Borrowing or the Revolving Credit Maturity
Date, as the case may be). For purposes hereof, "CASH COLLATERALIZE" means to
pledge and deposit with or deliver to the Collateral Agent, for the benefit of
the Issuing Lender and the Revolving Credit Lenders, as collateral for the L/C
Obligations, cash or deposit account balances pursuant to documentation in form
and substance satisfactory to the Collateral Agent and the Issuing Lender (which
documents are hereby consented to by the Lenders). Derivatives of such term have
corresponding meanings. The Company hereby grants to the Collateral Agent, for
the benefit of the Issuing Lender and the Revolving Credit Lenders, a security
interest in all such cash, deposit accounts and all balances therein and all
proceeds of the foregoing. Cash collateral shall be maintained in blocked,
non-interest bearing deposit accounts at Bank of America. If at any time the
Collateral Agent determines that any funds held as Cash Collateral are subject
to any right or claim of any Person other than the Collateral Agent or that the
total amount of such funds is less than 105% of the aggregate Effective Amount
of all L/C Obligations, the Company will, forthwith upon demand by the
Collateral Agent, pay to the Collateral Agent, as additional funds to be
deposited and held in the deposit accounts at Bank of America as aforesaid, an
amount equal to the excess of (i) 105% of such aggregate Effective Amount over
(ii) the total amount of funds, if any, then held as Cash Collateral that the
Collateral Agent determines to be free and clear of any such right and claim.
Upon the drawing of any Letter of Credit for which funds are on deposit as Cash
Collateral, such fluids shall be applied, to the extent permitted under
applicable law, to reimburse the Issuing Lender.

                  Section 3.8. Letter of Credit Fees. (a) The Company shall pay
to the Administrative Agent for the account of each Revolving Credit Lender in
accordance with its Revolving Credit Percentage a Letter of Credit fee for each
Letter of Credit equal to the Applicable Percentage for the relevant Letter of
Credit as in effect from time to time multiplied by the daily maximum amount
available to be drawn under such Letter of Credit (whether or not such maximum
amount is then in effect under such Letter of Credit). Such Letter of Credit
fees shall be computed on a quarterly basis in arrears. Such Letter of Credit
fees shall be due and payable on the last Business Day of each January, April,
July and October, commencing with the first such date to occur after the
issuance or such Letter of Credit, on the relevant expiration date for such
Letter of Credit and thereafter on demand; provided that during the existence of
any Event of Default, the Letter of Credit fees set forth in this Section 3.8(a)
shall be increased by 2% per annum. If there is any change in the Applicable
Percentage during any quarter, the daily maximum amount of each Letter of Credit
shall be computed and multiplied by such Applicable Percentage separately for
each period during such quarter that such Applicable Percentage was in effect.

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<PAGE>

                  (b)      The Company shall pay to the Issuing Lender a letter
of credit fronting fee for each Letter of Credit Issued equal to 0.25% per annum
of the daily maximum amount available to be drawn on such Letter of Credit,
computed for each day such Letter of Credit is outstanding, on the last Business
Day of each fiscal quarter and on the Revolving Credit Loan Maturity Date (or
such later date on which such Letter of Credit shall expire or be fully drawn).

                  (c)      The letter of credit fees payable under Section
3.8(a) and the fronting fees payable under Section 3.8(b) shall be due and
payable quarterly in arrears on the last Business Day of each January, April,
July and October, commencing on the first such date to occur after the date
hereof during which Letters of Credit are outstanding to the Revolving Credit
Maturity Date (or such later date upon which all outstanding Letters of Credit
shall expire or be fully drawn), with the final payment to be made on the
Revolving Credit Maturity Date (or such later date). For purposes of calculating
the fees payable under Section 3.8(a) and Section 3.8(b), any undrawn Commercial
Letter of Credit shall be considered outstanding and available to be drawn upon
for 15 days after its expiry date.

                  (d)      The Company shall pay to the Issuing Lender from time
to time on demand the normal issuance, payment, amendment and other processing
fees, and other standard costs and charges, of the Issuing Lender relating to
letters of credit as from time to time in effect. Such customary fees and
standard costs and charges are due and payable on demand and are nonrefundable.

                  Section 3.9. Applicability of ISP98 and UCP; Conflict with L/C
Application, (a) Unless otherwise expressly agreed by the Issuing Lender and the
Company when a Letter of Credit is issued (including any such agreement
applicable to an Existing Letter of Credit), (i) the rules of the "International
Standby Practices 1998" published by the Institute of International Banking Law
& Practice (or such later version thereof as may be in effect at the time of
issuance) shall apply to each Standby Letter of Credit, and (ii) the rules of
the Uniform Customs and Practice for Documentary Credits, as most recently
published by the International Chamber of Commerce (the "ICC") at the time of
issuance (including the ICC decision published by the Commission on Banking
Technique and Practice on April 6,1998 regarding the European single currency
(euro)) shall apply to each Commercial Letter of Credit.

                  (b)      In the event of any conflict between the terms hereof
and the terms of any L/C Application, the terms hereof shall control.

                 Section 3.10. Non-Dollar Letters of Credit. The Company, the
 Administrative Agent, the Issuing Lender and all of the Lenders (a) agree that,
 upon the request of the Company, the Issuing Lender may (in its sole
 discretion) issue Letters of Credit ("NON-DOLLAR LETTERS OF CREDIT") in
 currencies other than Dollars and (b) further agree as follows with respect to
 such Non-Dollar Letters of Credit:

                  (i)      The Company agrees that its reimbursement obligation
         under Section 3.3(a) and any resulting L/C Borrowing in each case in
         respect of a drawing under any Non-Dollar Letter of Credit, (i) shall
         be payable in Dollars at the Dollar Equivalent of such obligation in
         the currency in which such Non-Dollar Letter of Credit was issued
         (determined on the date of payment) and (ii) shall bear interest at a
         rate per

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         annum equal to the sum of the Overnight Rate plus the Applicable Rate
         for Eurodollar Rate Revolving Credit Loans plus 3% for each day from
         and including the Honor Date to but excluding the date such obligation
         is paid in full; provided that any payment received after 3:00
         p.m. on any day shall be deemed received on the following Business Day.

                  (ii)     Each Lender agrees that its obligation to make
         Revolving Credit Loans under Section 3.3(a) and to make L/C Advances
         for any unpaid reimbursement obligation or L/C Borrowing in respect of
         a drawing under any Non-Dollar Letter of Credit shall be payable in
         Dollars at the Dollar Equivalent of such obligation in the currency in
         which such Non-Dollar Letter of Credit was issued (calculated on the
         date of payment) (and any such amount which is not paid when due shall
         bear interest at a rate per annum equal to the Overnight Rate plus,
         beginning on the third Business Day after such amount was due, the
         Applicable Rate for Eurodollar Rate Revolving Credit Loans as in effect
         from time to time).

                  (iii)    For purposes of determining whether there is
         availability for the Company to request, continue or convert any Loan,
         or request, extend or increase the face amount of any Letter of Credit,
         the Dollar Equivalent of the Effective Amount of each Non-Dollar Letter
         of Credit shall be calculated on the date such Loan is to be made,
         continued or converted or such Letter of Credit is to be issued,
         extended or increased.

                  (iv)     For purposes of determining (A) the amount of the
         unused portion of the Revolving Credit Commitments under Section
         2.10(c),(B) the letter of credit fee under Section 3.8(a) and (C) the
         letter of credit fronting fee under Section 3.8(b\ the Dollar
         Equivalent of the Effective Amount of any Non-Dollar Letter of Credit
         shall be determined on each of (1) the date of an issuance, extension
         or change in the stated amount of such Non-Dollar Letter of Credit, (2)
         the date of any payment by the Issuing Lender in respect of a drawing
         under such Non-Dollar Letter of Credit, (3) the last day of each
         calendar month and (4) each day on which the aggregate amount of the
         Revolving Credit Commitments and/or L/C Commitment is reduced.

                  (v)      If, on the last day of any calendar month or any day
         on which the aggregate amount of the Revolving Credit Commitments
         and/or L/C Commitment is reduced, the sum of the Effective Amount of
         all Revolving Credit Loans plus the Effective Amount of all Letters of
         Credit plus the Effective Amount of all Swingline Loans (valuing the
         Effective Amount of, and all reimbursement obligations and L/C
         Borrowings of the Company in respect of, any Non-Dollar Letter of
         Credit at the Dollar Equivalent thereof as of such day) would exceed
         the aggregate amount of the Revolving Credit Commitments, then the
         Company will immediately eliminate such excess by prepaying Revolving
         Credit Loans or Swingline Loans and/or causing one or more Letters of
         Credit to be reduced or terminated.

                  (vi)     If, for the purposes of obtaining judgment in any
         court, it is necessary to convert a sum due in respect of any
         Non-Dollar Letter of Credit in one currency into another currency, the
         rate of exchange used shall be that at which in accordance with normal
         banking procedures the Issuing Lender could purchase the first currency
         with

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         such other currency on the Business Day preceding that on which final
         judgment is given. The obligation of the Company in respect of any such
         sum due from it to the Administrative Agent, the Issuing Lender or any
         Lender hereunder shall, notwithstanding any judgment in a currency (the
         "JUDGMENT CURRENCY")other than that in which such sum is denominated in
         accordance with the applicable provisions of the applicable Non- Dollar
         Letter of Credit (the "AGREEMENT CURRENCY"), be discharged only to the
         extent that on the Business Day following receipt by the Issuing Lender
         of any sum adjudged to be so due in the Judgment Currency, the Issuing
         Lender may in accordance with normal banking procedures purchase the
         Agreement Currency with the Judgment Currency. If the amount of the
         Agreement Currency so purchased is less than the sum originally due to
         the Issuing Lender in the Agreement Currency, the Company agrees, as a
         separate obligation and notwithstanding any such judgment, to indemnify
         the Administrative Agent, the Issuing Lender or the Lender to whom such
         obligation was owing against such loss. If the amount of the Agreement
         Currency so purchased is greater than the sum originally due to the
         Issuing Lender in such currency, the Issuing Lender agrees to return
         the amount of any excess to the Company (or to any other Person who may
         be entitled thereto under applicable law).

                  (vii)    For purposes of this Section "OVERNIGHT RATE" means,
         for any day, the rate of interest per annum at which overnight deposits
         in the applicable currency, in an amount approximately equal to the
         amount with respect to which such rate is being determined, would be
         offered for such day by the London Branch of Bank of America to major
         banks in the London or other applicable offshore interbank market. The
         Overnight Rate for any day which is not a Business Day (or on which
         dealings are not carried on in the applicable offshore interbank
         market) shall be the Overnight Rate for the immediately preceding
         Business Day.

                                   ARTICLE IV

                     TAXES, YIELD PROTECTION AND ILLEGALITY

                  Section 4.1. Taxes. (a) Unless otherwise required by law, any
and all payments by any Loan Party to or for the account of any Agent or Lender
under any Loan Document shall be made free and clear of and without deduction
for any and all present or future taxes, duties, levies, imposts, deductions,
assessments, fees, withholdings or similar charges, and all liabilities with
respect thereto, excluding, in the case of each Agent and Lender, taxes imposed
on or measured by its overall net income, and franchise taxes imposed on it (in
lieu of net income taxes), by the jurisdiction (or any political subdivision
thereof) under the laws of which such Agent or Lender, as the case may be, is
organized or maintains a Lending Office (all such nonexcluded taxes, duties,
levies, imposts, deductions, assessments, fees, withholdings or similar charges,
and liabilities being hereinafter referred to as "TAXES") and all such excluded
taxes, duties, levies, imposts, deductions, assessments, fee, withholding or
similar charges, and liabilities being hereinafter referred to as "EXCLUDED
TAXES"). If any Loan Party shall be required by any law to deduct any Taxes from
or in respect of any sum payable under any Loan Document to any Agent or Lender,
(i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section), such Agent or Lender, as the case may be, receives an
amount equal to the

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sum it would have received had no such deductions been made, (ii) the relevant
Loan Party shall make such deductions, (iii) the relevant Loan Party shall pay
the full amount deducted to the relevant taxation authority or other authority
in accordance with applicable laws, and (iv) within 30 days after the date of
such payment, the relevant Loan Party, as the case may be, shall furnish to the
Administrative Agent (which shall forward the same to the relevant Agent or
Lender) the original or a certified copy of a receipt evidencing payment thereof
or other evidence of payment satisfactory to the Administrative Agent.

                  (b)      In addition, the Company agrees to and to cause each
other Loan Party (other than DMFC) to pay any and all present or future stamp,
court, intangible, mortgage recording or documentary taxes and any other excise
or property taxes or charges or similar levies which arise from any payment made
under any Loan Document or from the execution, delivery, performance,
enforcement or registration of, or otherwise with respect to, any Loan Document
(hereinafter referred to as "OTHER TAXES").

                  (c)      If any Loan Party shall be required to deduct or pay
any Taxes or Other Taxes from or in respect of any sum payable under any Loan
Document to any Agent or Lender, such Loan Party shall also pay to the relevant
Agent or Lender, at the time interest is paid, such additional amount that such
Agent or Lender specifies is necessary to preserve the after-tax yield (after
factoring in all taxes, including taxes imposed on or measured by net income)
that such Agent or Lender would have received if such Taxes or Other Taxes had
not been imposed.

                  (d)      The Company agrees to indemnify each Agent and Lender
for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other
Taxes imposed or asserted by any jurisdiction on amounts payable under this
Section) paid by such Agent or Lender, (ii) amounts payable under Section 4.
l(c) and (iii) any liability (including additions to tax, penalties, interest
and expenses) arising therefrom or with respect thereto, in each case whether or
not such Taxes or Other Taxes were correctly or legally imposed or asserted by
the relevant Governmental Authority. Payment under this Section 4.1(d) shall be
made within 30 days after the date any Agent or Lender makes a demand therefor.

                  (e)      If the Company is required to pay additional amounts
to any Lender or any Agent pursuant to this Section 4.1, then such Lender or
Agent shall use reasonable efforts (consistent with internal policy and legal
and regulatory restrictions) to change the jurisdiction of its Lending Office so
as to reduce or eliminate any such additional payment by the Company which may
thereafter accrue, if such change in the good faith judgment of such Lender or
Agent is not otherwise materially disadvantageous to such Lender or Agent.

                  (f)      If the Company pays any additional amounts in respect
of any Taxes or Other Taxes pursuant to this Section 4.1 which results in any
Lender or Agent actually receiving from the taxing authority imposing such Taxes
or Other Taxes a refund of such Taxes or Other Taxes, such Lender shall within
90 days of receipt of such refund pay to the Company an amount equal to the
amount of such refund actually received by such Lender or Agent and reasonably
attributable to Taxes or Other Taxes that have been paid by the Company under
this Section 4.1 with respect to such refund, net of all out of pocket expenses,
and without any interest; provided that each Lender or Agent shall only be
required to pay to the Company such amounts as such

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<PAGE>

Lender or Agent, as the case may be, in its good faith judgment, determines are
attributable to taxes or Other Taxes paid by the Company.

                  (g)      Without prejudice to the survival of any other
agreement of the Company hereunder or under any other Loan Document, the
agreements and obligations of the Company contained in this Section 4.1 shall
survive the payment in full of principal and interest hereunder and under the
Notes.

                  Section 4.2. Illegality. If any Lender determines that any law
has made it unlawful, or that any Governmental Authority has asserted that it is
unlawful, for any Lender or its applicable Lending Office to make, maintain or
fund Eurocurrency Rate Loans or Eurodollar Rate Loans, as the case may be, or to
determine or charge interest rates based upon the Eurocurrency Rate, then, on
notice thereof by such Lender to the Company through the Administrative Agent,
any obligation of such Lender to make or continue Eurocurrency Rate Loans or
Eurodollar Rate Loans, as the case may be, or to convert Base Rate Loans to
Eurocurrency Rate Loans or Eurodollar Rate Loans, as the case may be, shall be
suspended until such Lender notifies the Administrative Agent and the Company
that the circumstances giving rise to such determination no longer exist. Upon
receipt of such notice, the Company shall, upon demand from such Lender (with a
copy to the Administrative Agent), prepay or, if applicable, (a) convert all
Eurocurrency Rate Loans or Eurodollar Rate Loans, as the case may be, of such
Lender to Base Rate Loans, either on the last day of the Interest Period
therefor, if such Lender may lawfully continue to maintain such Eurocurrency
Rate Loans or Eurodollar Rate Loans, as the case may be, to such day, or
immediately, if such Lender may not lawfully continue to maintain such
Eurocurrency Rate Loans or Eurodollar Rate Loans, as the case may be, and (b) in
the case of any Eurocurrency Rate Loan, redenominated such Eurocurrency Rate
Loan into a Eurodollar Rate B Loan thereof. Upon any such prepayment, conversion
or exchange, the Company shall also pay accrued interest on the amount so
prepaid, converted or redenominated. Each Lender agrees to designate a different
Lending Office if such designation will avoid the need for such notice and will
not, in the good faith judgment of such Lender, otherwise be materially
disadvantageous to such Lender.

                  Section 4.3. Inability to Determine Rates. If the Required
Lenders determine that for any reason adequate and reasonable means do not exist
for determining the Eurodollar Base Rate or Euribo Rate for any requested
Interest Period with respect to a proposed Eurocurrency Rate Loan or Eurodollar
Rate Loans, as the case may be, or that the Eurodollar Base Rate or Euribo Rate,
as the case may be, for any requested Interest Period with respect to a proposed
Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such
Lenders of funding such Loan, the Administrative Agent will promptly so notify
the Company and each Lender. Thereafter, the obligation of the Lenders to make
or maintain Eurocurrency Rate Loans or Eurodollar Rate Loans, as the case may
be, shall be suspended until the Administrative Agent (upon the instruction of
the Required Lenders) revokes such notice. Upon receipt of such notice, the
Company may revoke any pending request for a conversion to or continuation of
Eurocurrency Rate Loans or Eurodollar Rate Loans, as the case may be, or,
failing that, will be deemed to have converted such request into a request for a
Borrowing of Base Rate Loans in the amount specified therein.

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                  Section 4.4. Increased Cost and Reduced Return: Capital
 Adequacy; Reserves on Eurocurrency Rate Loans and Eurodollar Rate Loans, (a) If
 any Lender determines that as a result of the introduction of or any change in
 or in the interpretation of any law occurring after the date hereof, or such
 Lender's compliance therewith, there shall be any increase in the cost to such
 Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate
 Loans or Eurodollar Rate Loans, as the case may be, or issuing or participating
 in Letters of Credit, or a reduction in the amount received or receivable by
 such Lender in connection with any of the foregoing (excluding for purposes of
 this Section 4.4(a) any such increased costs or reduction in amount resulting
 from (i) Taxes or Other Taxes (as to which Section 4.1 shall govern), (ii)
 changes in the basis of taxation of overall net income or overall gross income
 by the United States or any other jurisdiction or any political subdivision of
 either thereof under the laws of which such Lender is organized or has its
 Lending Office, and (iii) reserve requirements utilized in the determination of
 the Eurocurrency Rate or Eurodollar Rate, as the case may be), then from time
 to time upon demand of such Lender (with a copy of such demand to the
 Administrative Agent), the Company shall pay to such Lender such additional
 amounts as will compensate such Lender for such increased cost or reduction.

                  (b)      If any Lender determines that the introduction of any
law regarding capital adequacy or any change therein or in the interpretation
thereof occurring after the date hereof or compliance by such Lender (or its
Lending Office) therewith, has the effect of reducing the rate of return on the
capital of such Lender or any corporation controlling such Lender as a
consequence of such Lender's obligations hereunder (taking into consideration
its policies with respect to capital adequacy and such Lender's desired return
on capital), then from time to time upon demand of such Lender (with a copy of
such demand to the Administrative Agent), the Company shall pay to such Lender
such additional amounts as will compensate such Lender for such reduction.

                  (c)      This Section 4.4 shall not require the Company to
reimburse any Agent or Lender for any Taxes which are otherwise fully covered by
the indemnity set forth in Section 4.1 or constitute Excluded Taxes.

                  Section 4.5. Funding Losses. Upon demand of any Lender
(with a copy to the Administrative Agent) from time to time, the Company shall
promptly compensate such Lender for and hold such Lender harmless from any loss,
cost or expense incurred by it as a result of:

                  (a)      any continuation, conversion, payment or prepayment
         of any Loan other than a Base Rate Loan on a day other than the last
         day of the Interest Period for such Loan (whether voluntary, mandatory,
         automatic, by reason of acceleration, or otherwise);

                  (b)      any failure by the Company (for a reason other than

         the failure of such Lender to make a Loan) to prepay, borrow, continue
         or convert any Loan other than a Base Rate Loan on the date or in the
         amount notified by the Company; or

                  (c)      any assignment of a Eurocurrency Rate Loan or
         Eurodollar Rate Loan, as the case may be, on a day other than the last
         day of the Interest Period therefor as a result of a request by the
         Company pursuant to Section 11.18;

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including any loss or expense (but excluding any loss of anticipated profits)
arising from the liquidation or reemployment of funds obtained by it to maintain
such Loan or from fees payable to terminate the deposits from which such funds
were obtained. The Company shall also pay any customary administrative fees
charged by such Lender in connection with the foregoing.

                  For purposes of calculating amounts payable by the Company to
the Lenders under this Section 4.5, each Lender shall be deemed to have funded
each Eurocurrency Rate Loan or Eurodollar Rate Loan, as the case may be, made by
it at the Eurodollar Base Rate or Euribo Rate, as the case may be, used in
determining the Eurodollar Rate or Eurocurrency Rate, as the case may be, for
such Loan by a matching deposit or other borrowing in the London interbank
eurocurrency market for a comparable amount and for a comparable period, whether
or not such Eurocurrency Rate Loan or Eurodollar Rate Loan, as the case may be,
was in fact so funded.

                  Section 4.6. Matters Applicable to All Requests for
Compensation, (a) Any Lender or Agent claiming reimbursement or compensation
under this Article IV shall deliver to the Company (with a copy to the
Administrative Agent) a certificate setting forth in reasonable detail the basis
for such claim and a calculation of the amount payable to such Lender or Agent
and such certificate shall be prima facie evidence thereof. In determining such
amount, any Agent or Lender may use any reasonable averaging or attribution
methods. The Company shall not be required to make any payment to any Agent or
Lender pursuant to this Section 4.6 which is attributable to any period of time
occurring more than 180 days prior to the date of any certificate described in
the first sentence of this Section 4.6 delivered by such Lender or Agent to the
Company; provided that if the event or circumstance giving rise to any such
payment is retroactive, the 180-day period referred to above will be extended to
include the period of retroactive effect of the event or circumstance giving
rise to such payment.

                  (b)      Upon any Lender's making a claim for compensation
under Section 4.1. or Section 4.4, or upon the occurrence of the circumstances
described in Section 4.2 with respect to such Lender, the Company may replace
such Lender in accordance with Section 11.18.

                  (c)      Each Lender and Agent agrees to use reasonable
efforts (consistent with its internal policy and legal and regulatory
restrictions) to mitigate any amounts that would otherwise be payable by the
Company pursuant to this Article IV; provided that no Lender or Agent shall
required to take any action or step which would in the good faith judgment of
such Agent or Lender be otherwise disadvantageous to such Lender or Agent.

                  Section 4.7. Survival. All of the Company's and DMFC's
obligations under this Article IV shall survive termination of the Commitments
and repayment of all other Obligations hereunder.

                                    ARTICLE V

                              CONDITIONS PRECEDENT

                  Section 5.1. Conditions to Making of Term Loans. The
obligation of any Lender to make its initial Term Loan shall become effective on
the date each of the following conditions

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precedent has been satisfied or waived with the consent of the Required Lenders
(or, with respect to Sections 5.1(b), with the consent of the Persons
entitled to receive payment in respect thereof) (such date being the "INITIAL
DISTRIBUTION DATE").

                  (a)      The Administrative Agent's receipt of the following,
         each of which shall be originals or facsimiles (followed promptly by
         originals) unless otherwise specified, each properly executed by a
         Responsible Officer of the signing Loan Party, each dated the Initial
         Distribution Date (or, in the case of certificates of governmental
         officials, a recent date before the Initial Distribution Date) and each
         in form and substance satisfactory to the Agents and the Arrangers and
         their legal counsel:

                           (i)      executed counterparts of this Agreement,
                  sufficient in number for distribution to each Agent, each
                  Lender and the Company;

                           (ii)     a Note executed by the Company in favor of
                  each Lender requesting a Note pursuant to Section 2.2(b);

                           (iii)    a guaranty agreement, in substantially the
                  form of Exhibit L-l hereto (as amended, the "HEINZ GUARANTY"),
                  duly executed by Heinz; and

                           (iv)     such other assurances, certificates,
                  documents, consents or opinions as any Agent or the Required
                  Lenders reasonably may require.

                  (b)      Any fees required to be paid on or before the Initial
         Distribution Date shall have been paid.

                  (c)      The Initial Distribution Date shall have occurred on
         or before March 31, 2003.

                  (d)      There shall exist no action, suit, investigation,
         litigation or proceeding affecting the Company, Heinz, Existing Del
         Monte, DMFC or any of their respective Subsidiaries pending or
         threatened before any Governmental Authority or arbitrator that (i)
         could be reasonably likely to have a Material Adverse Effect other than
         the matters described on Schedule 6.5 hereto (the "DISCLOSED
         LITIGATION") or (ii) purports to affect the legality, validity or
         enforceability of any Loan Document or the consummation of the
         Transactions, and there shall have been no adverse change in the
         status, or financial effect on, the Company, Heinz, Existing Del Monte,
         DMFC or any of their respective Subsidiaries, of the Disclosed
         Litigation from that described on Schedule 6.5 hereto.

                  (e)      All governmental authorizations and all third party
         consents and approvals necessary in connection with the Transactions
         shall have been obtained (without the imposition of any conditions that
         are not acceptable to the Lenders) and shall remain in effect; all
         applicable waiting periods in connection with the Transactions shall
         have expired without any action being taken by any competent authority,
         and no law shall be applicable in the judgment of the Lenders, in each
         case that restrains, prevents or imposes materially adverse conditions
         upon the Transactions or the rights of the Company, Heinz, Existing Del
         Monte, DMFC or any of their respective Subsidiaries freely to transfer
         or

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<PAGE>

         otherwise dispose of, or to create any Lien on, any properties now
         owned or hereafter acquired by any of them.

                  (f)      The Agreement and Plan of Merger shall be in full
         force and effect.

                  (g)      There shall not have occurred any event that could
         reasonably be expected to result in any Subordinated Debt (including,
         without limitation, the Existing Subordinated Notes) becoming due in
         advance of its regularly scheduled maturity or require that the
         Company, Existing Del Monte, DMFC or any of their respective
         Subsidiaries repurchase or redeem any such Subordinated Debt in advance
         of its regularly scheduled maturity.

                  Section 5.2. Conditions to Occurrence of the Time of Merger.
The obligation of any Lender to make any additional Term Loan or Revolving
Credit Loan or of the Issuing Lender to Issue any Letter of Credit pursuant to
the terms of this Agreement shall become effective at the time each of the
following conditions precedent has been satisfied or waived with the consent of
the Required Lenders (or, with respect to Sections 5.2 (b) and 5.2 (c), with the
consent of the Persons entitled to receive payments in respect thereof) (such
time being the "TIME OF MERGER"):

                  (a)      The Administrative Agent's receipt of the following,
         each of which shall be originals or facsimiles (followed promptly by
         originals) unless otherwise specified each properly executed by a
         Responsible Officer of the signing Loan Party, each dated on the date
         on which the Time of Merger occurs (or, in the case of certificates of
         government officials a recent date before such date) and each in form
         and substance satisfactory to the Agents and the Arrangers and their
         legal counsel:

                           (i)      executed counterparts of a guaranty,
                  sufficient in number for distribution to each Agent and each
                  Lender, in substantially the form of Exhibit L-2 hereto (as
                  amended, the "DMFC GUARANTY"), duly executed by DMFC;

                           (ii)     executed counterparts of a guaranty,
                  sufficient in number for distribution each Agent and each
                  Lender, in substantially the form of Exhibit L-3 hereto
                  (together with each other guaranty agreement and guaranty
                  agreement supplement delivered pursuant to the Loan Documents,
                  in each case as amended, the "SUBSIDIARY GUARANTY", duly
                  executed by each of the Subsidiary Guarantors);

                           (iii)    a security agreement, in substantially the
                  form of Exhibit N hereto (together with each other security
                  agreement and security agreement supplement delivered pursuant
                  to Section 7.15, in each case as amended, the "SECURITY
                  AGREEMENT"), duly executed by each of the Loan Parties,
                  together with:

                                    (A)      certificates representing the
                           Pledged Interests referred to therein accompanied by
                           undated stock powers executed in blank and
                           instruments evidencing the Pledged Debt referred to
                           therein indorsed in blank,

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                                    (B)      proper termination statements (Form
                           UCC-3 or a comparable form) or the equivalent thereof
                           under the Uniform Commercial Code (or any similar
                           applicable law) of all jurisdictions that may be
                           necessary or that the Collateral Agent may deem
                           necessary in order to terminate or amend existing
                           Liens on the Collateral described in the Security
                           Agreement, other than with respect to any financing
                           statements which identify Bank of America, N.A., as
                           agent as the secured party,

                                    (C)      proper financing statements (Form
                           UCC-1 or a comparable form) or the equivalent thereof
                           under the Uniform Commercial Code (or any similar
                           applicable law), duly executed on or before the Time
                           of Merger of all jurisdictions that the Collateral
                           Agent may deem necessary in order to perfect the
                           Liens created under the Security Agreement, covering
                           the Collateral described in the Security Agreement,

                                    (D)      a consent to assignment of each of
                           the Related Documents and all of the Company's and
                           DMFC's rights in respect of any other agreement,
                           instruments and other documents delivered in
                           connection therewith in form and substance
                           satisfactory to the Collateral Agent duly executed by
                           Heinz and Heinz Finance,

                                    (E)      evidence of the insurance required
                           by the terms of the Security Agreement, and

                                    (F)      evidence that all other action that
                           the Collateral Agent may deem necessary or desirable
                           in order to perfect and protect the first priority
                           liens and security interests created under the
                           Security Agreement has been taken (including, without
                           limitation, receipt of duly executed payoff letters,
                           UCC-3 termination statements and landlords' and
                           bailees' waiver and consent agreements);

                           (iv)     an intellectual property security agreement,
                  in substantially the form of Exhibit P hereto (together with
                  each other intellectual property security agreement and
                  intellectual property security agreement supplement delivered
                  pursuant to Section 7.15, in each case as amended, the
                  "INTELLECTUAL PROPERTY SECURITY AGREEMENT"), duly executed by
                  the Company and each other Loan Party, together with evidence
                  that all action that the Administrative Agent may deem
                  reasonably necessary or desirable in order to perfect and
                  protect the first priority liens and security interests
                  created under the Intellectual Property Security Agreement has
                  been taken;

                           (v)      such certificates of resolutions or other
                  action, incumbency certificates or other certificates of
                  Responsible Officers of each Loan Party (after giving effect
                  to the Merger) as the Administrative Agent may require
                  evidencing the identity, authority and capacity of each
                  Responsible Officer thereof authorized

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                  to act as a Responsible Officer in connection with this
                  Agreement and the other Loan Documents to which such Loan
                  Party is a party or is to be a party;

                           (vi)     such documents and certifications as the
                  Administrative Agent may reasonably require to evidence that
                  each Loan Party (after giving effect to the Merger) is duly
                  organized or formed, and that each Loan Party is validly
                  existing, in good standing (to the extent applicable) in any
                  relevant jurisdiction and qualified to engage in business in
                  each jurisdiction where its ownership, lease or operation of
                  properties or the conduct of its business requires such
                  qualification;

                           (vii)    a favorable opinion of Gibson, Dunn &
                  Crutcher LLP, special counsel to the Loan Parties (after
                  giving effect to the Merger), in substantially the form of
                  Exhibit M-l;

                           (viii)   a favorable opinion of internal counsel to
                  each of the Loan Parties (after giving effect to the Merger)
                  in substantially the form of Exhibit M-2;

                           (ix)     executed counterparts of this Agreement
                  countersigned by Del Monte Company (after giving effect to the
                  Merger) and ratifying the terms of this Agreement, sufficient
                  in number for distribution to each Agent, Lender and the
                  Company;

                           (x)      a certificate of a Responsible Officer of
                  each Loan Party (after giving effect to the Merger) either (A)
                  certifying that all consents, licenses and approvals required
                  in connection with the execution, delivery and performance by
                  such Loan Party and the validity against such Loan Party of
                  the Loan Documents to which it is a party have be obtained,
                  and such consents, licenses and approvals shall be in full
                  force and effect or (B) stating that no such consents,
                  licenses or approvals are so required;

                           (xi)     a certificate signed by a Responsible
                  Officer of each of the Company and DMFC certifying (A) that
                  the conditions specified in Sections 5.3(a) and 5.3(b) have
                  been satisfied and (B) that there has been no event or
                  circumstance since June 30, 2002 that has had or would be
                  reasonably expected to have, either individually or in the
                  aggregate, before and after giving pro forma effect to the
                  Transaction, a Material Adverse Effect;

                           (xii)    pro forma financial statements as to the
                  Company (after giving effect to the Merger) and forecasts
                  prepared by management of the Company, in form and substance
                  satisfactory to the Arrangers, of balance sheets, income
                  statements and cash flow statements on an annual basis for
                  each year following the Initial Distribution Date until the
                  ninth anniversary of the Initial Distribution Date;

                           (xiii)   audited statements of assets and liabilities
                   of the Businesses as of May 1, 2002, May 2, 2001 and May 3,
                   2000 and audited combined statements of operations (and for
                   the year ended May 2, 2001, audited combined statements of
                   cash flows) of the Businesses for the years ended May 1,
                   2002, May 2, 2001 and

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                  May 3, 2000, in each case which financial statements are
                  consistent in all material respects with the information
                  relating thereto furnished to the Agents, Arrangers and
                  Lenders pursuant to the Information Memorandum;

                           (xiv)    certified copies of each of the Related
                  Documents, duly executed by the parties thereto and in form
                  and substance satisfactory to the Lenders, together with all
                  agreements, instruments and other documents delivered in
                  connection therewith as the Administrative Agent shall
                  request;

                           (xv)     certified copies of all of the New
                  Subordinated Notes Documents, duly executed by the parties
                  thereto and in form and substance satisfactory to the Lenders,
                  together with all agreements, instruments and other documents
                  delivered in connection therewith as the Administrative Agent
                  shall request;

                           (xvi)    a Solvency Certificate executed by the
                  Treasurer of each Loan Party (after giving effect to the
                  Merger);

                           (xvii)   evidence that all insurance required to be
                  maintained pursuant to the Loan Documents has been obtained
                  and is in effect;

                           (xviii)  certified copies of a certificate of merger
                  or other confirmation satisfactory to the Arrangers of the
                  consummation of the Merger from the Secretary of State of the
                  State of Delaware and the State of New York; and

                           (xix)    evidence that the Existing Credit Facility
                  has been or concurrently with the Time of Merger is being
                  terminated and all Liens securing obligations under the
                  Existing Credit Facility have been or concurrently at the Time
                  of Merger are being released.

                  (b)      Any fees required to be paid on or before the Time of
         Merger shall have been paid.

                  (c)      The Company shall have paid all Attorney Costs of the
         Agents and the Arrangers to the extent invoiced at least 2 days prior
         to the Initial Distribution Date.

                  (d)      The Initial Distribution Date shall have occurred.

                  (e)      There shall exist no action, suit, investigation,
         litigation or proceeding affecting any Loan Party or any of their
         respective Subsidiaries pending or threatened before any Governmental
         Authority or arbitrator that (i) other than the Disclosed Litigation,
         could be reasonably likely to have a Material Adverse Effect or (ii)
         purports to affect the legality, validity or enforceability of any Loan
         Document or the consummation of the Transactions, and there shall have
         been no material adverse change in the status, or financial effect on,
         any Loan Party or any of their respective Subsidiaries, of the
         Disclosed Litigation from that described on Schedule 6.5 hereto.

                  (f)      All governmental authorizations and all third party
         consents and approvals necessary in connection with the Transactions
         shall have been obtained (without the

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         imposition of any conditions that are not acceptable to the Lenders)
         and shall remain in effect; all applicable waiting periods in
         connection with the Transactions shall have expired without any action
         being taken by any competent authority, and no law shall be applicable
         in the judgment of the Lenders, in each case that restrains, prevents
         or imposes materially adverse conditions upon the Transactions or the
         rights of the Loan Parties or any of their respective Subsidiaries
         freely to transfer or otherwise dispose of, or to create any Lien on,
         any properties now owned or hereafter acquired by any of them.

                  (g)      The Transactions shall have been consummated in
         accordance with the terms of the Agreement and Plan of Merger and the
         Separation Agreement, without any waiver or amendment not consented to
         by the Arrangers of any term, provision or condition set forth therein
         (other than Section 8.2(c)(ii) of the Agreement and Plan of Merger),
         and in compliance with all applicable Requirements of Law.

                  (h)      The Agreement and Plan of Merger shall be in full
         force and effect.

                  (i)      The Arrangers shall be satisfied that all Existing
         Debt, other than Surviving Debt, has been prepaid, redeemed or defeased
         in full or otherwise satisfied and extinguished and all Surviving Debt
         shall be on terms and conditions satisfactory to the Arrangers.

                  (j)      After giving effect to the Transactions, there shall
         not have occurred any event that could reasonably be expected to result
         in any Subordinated Debt (including, without limitation, the Existing
         Subordinated Notes) becoming due in advance of its regularly scheduled
         maturity or require that the Company or any other Loan Party repurchase
         or redeem any such Subordinated Debt in advance of its regularly
         scheduled maturity.

                  Section 5.3. Conditions to All Credit Extensions. The
obligation of each Lender to make any Loan to be made by it and the obligation
of the Issuing Lender to issue any Letter of Credit is subject to the
satisfaction of the following conditions precedent on the relevant Borrowing
Date or Issuing Date:

                  (a)      The representations and warranties of the Company and
         each other Loan Party contained in Article VI or any other Loan
         Document, or which are contained in any document furnished at any time
         under or in connection herewith or therewith, shall be true and correct
         in all material respects on and as of the date of such credit extension
         (provided that with respect to the initial credit extension, all such
         representations and warranties shall only be required to be true and
         correct after giving pro forma effect to the Merger), except to the
         extent that such representations and warranties specifically refer to
         an earlier date, in which case they shall be true and correct as of
         such earlier date.

                  (b)      No Default or Event of Default shall exist, or would
         result from the making of such Loan or the Issuance of such Letter of
         Credit from the application of the proceeds therefrom; provided that
         with respect to the Borrowings to be made on or prior to the Time of
         Merger there shall be no Default or Event of Default after giving pro
         forma effect to the consummation of the Transactions.

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<PAGE>

                  (c)      In the case of any requested making of a Loan, the
         Administrative Agent shall have received a Notice of Borrowing (either
         by telephone or in writing as provided for in Section 2.3) in respect
         of such Loan and, in the case of any requested Issuance of a Letter of
         Credit, the Issuing Lender and the Administrative Agent shall have
         received an L/C Application.

                  (d)      At the time of the making of any Revolving Credit
         Loan or Swingline Loan or the Issuance of any Letter of Credit, the sum
         of the Effective Amount of all L/C Obligations, Revolving Credit Loans
         and Swingline Loans does not exceed the Borrowing Base at such time
         after giving effect to the making of such Loan or the Issuance of such
         Letter of Credit.

Each Notice of Borrowing or L/C Application submitted by the Company shall be
deemed to be a representation and warranty that the conditions specified in
Sections 5.3(a) and 5.3(b) have been satisfied on and as of the date of such
notice.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

                  The Company represents and warrants to each Agent and each
Lender (each such representation and warranty being hereby made after giving pro
forma effect to the Transactions) that:

                  Section 6.1. Corporate Existence and Power. Each Loan Party
and each of its Subsidiaries:

                  (a)      is a corporation duly organized, validly existing and
         in good standing under the laws of the jurisdiction of its
         incorporation;

                  (b)      has the power and authority and all governmental
         licenses, authorizations, consents and approvals (i) to own its assets
         and to carry on its business and (ii) to execute, deliver and perform
         its obligations under any of the Transaction Documents to which it is a
         party;

                  (c)      is duly qualified as a foreign corporation and is
         licensed and in good standing under the laws of each jurisdiction where
         its ownership, lease or operation of property or the conduct of its
         business requires such qualification or license; and

                  (d)      is in compliance with all Requirements of Law;

except, in each case referred to in clause (b)(i), (c) or (d), to the extent
that the failure to do so would not reasonably be expected to have a Material
Adverse Effect.

                  Section 6.2. Corporate Authorization; No Contravention. The
execution and delivery by each Loan Party of this Agreement and each other
Transaction Document to which it is a party, the Borrowings hereunder, the
performance by each of the Loan Parties of its obligations under each
Transaction Document to which it is a party, the consummation of the

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Transactions and the incurrence of the Obligations (i) are within the corporate
powers of such Loan Party, (ii) have been duly authorized by all necessary
corporate action on the part of each Loan Party, (including any necessary
shareholder action) and (iii) do not and will not:

                  (a)      contravene the terms of any of the Organization
         Documents of such Loan Party or any Subsidiary thereof;

                  (b)      conflict with or result in a breach or contravention
         of, or the creation of any Lien (other than Liens in favor of the
         Collateral Agent) under, any document evidencing any Contractual
         Obligation to which such Loan Party or any Subsidiary thereof is a
         party or any order, injunction, writ or decree of any Governmental
         Authority to which such Loan Party or any Subsidiary or any respective
         properties are subject; or

                  (c)      violate any Requirement of Law.

                  Section 6.3 Governmental Authorization. No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with (a) the
execution, delivery or performance by, or enforcement against, any Loan Party
under this Agreement or any other Transaction Document or for the consummation
of the Transactions, (b) the grant by any Loan Party of the Liens granted by it
pursuant to the Collateral Documents, (c) the perfection or maintenance of the
Liens created under the Collateral Documents (including the first priority
nature thereof) or (d) the exercise by any Agent or any Lender of its rights
under the Loan Documents or the remedies in respect of the Collateral pursuant
to the Collateral Documents, except for such authorizations, approvals, actions,
notices and filings which have been duly obtained, taken, given or made and are
in full force and effect. All applicable waiting periods in connection with the
Transactions have expired without any action having been taken by any competent
authority restraining, preventing or imposing materially adverse conditions upon
the Transactions or the rights of the Loan Parties or any of their respective
Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien
on, any properties now owned or hereafter acquired by any of them. The
Transactions have been consummated in accordance with the Transaction Documents
and Requirements of Law.

                  Section 6.4. Binding Effect. This Agreement has been, and each
other Transaction Document, when delivered hereunder, will have been, duly
executed and delivered by each Loan Party that is party thereto. This Agreement
and each other Transaction Document to which any Loan Party is a party
constitutes the legal, valid and binding obligation of such Loan Party,
enforceable against such Loan Party in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, or similar
laws affecting the enforcement of creditors' rights generally or by equitable
principles relating to enforceability.

                  Section 6.5. Litigation. There are no actions, suits,
proceedings, claims or disputes pending or, to the best of its knowledge,
threatened or contemplated, at law, in equity, in arbitration or before any
Governmental Authority, by or against any Loan Party or any of their respective
Subsidiaries or any of their respective properties which: (a) purport to affect
or pertain to this Agreement or any other Transaction Document or any of the
transactions

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<PAGE>

contemplated hereby or thereby (including, without limitation, the
Transactions), or (b) except for Disclosed Litigation, either individually or in
the aggregate would reasonably be expected to have a Material Adverse Effect,
and there has been no adverse change in the status or financial effect on any
Loan Party or any of their respective Subsidiaries, of the Disclosed Litigation.
No injunction, writ, temporary restraining order or other order of any nature
has been issued by any court or other Governmental Authority purporting to
enjoin or restrain the execution, delivery or performance of this Agreement or
any other Transaction Document, or directing that the transactions provided for
herein or therein not be consummated as herein or therein provided.

                  Section 6.6. No Default. No Default or Event of Default exists
or would result from the incurrence of any Obligations by any Loan Party or the
consummation of the Transactions. Neither any Loan Party nor any of their
respective Subsidiaries thereof is in default under or with respect to any
Contractual Obligation in any respect that, individually or together with all
such defaults, would reasonably be expected to have a Material Adverse Effect,
or that would, if such default had occurred after the date on which this
representation is made, create an Event of Default under Section 9.1(e).

                  Section 6.7. ERISA Compliance. (a) Except as specifically
disclosed in Schedule 6.7, each Plan is in compliance in all material respects
with the applicable provisions of ERISA, the Code and other federal or state
law. To its best knowledge, nothing has occurred which would cause any Plan
which is intended to qualify under Section 401 (a) of the Code to fail to be so
qualified. Each of the Loan Parties and each of their respective ERISA
Affiliates has made all required contributions to any Plan subject to Section
412 of the Code, and no application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Code has been made within the
last five years with respect to any Plan.

                  (b)      Except as specifically disclosed in Schedule 6.7,
there are no pending or, to the best of its knowledge, threatened claims,
actions or lawsuits, or actions by any Governmental Authority, with respect to
any Plan which has resulted or would reasonably be expected to result in a
Material Adverse Effect. There has been no prohibited transaction or violation
of the fiduciary responsibility rules with respect to any Plan which has
resulted or would reasonably be expected to result in a Material Adverse Effect.

                  (c)      (i) No ERISA Event has occurred or is reasonably
expected to occur that would reasonably be expected to have a Material Adverse
Effect; (ii) no contribution failure has occurred with respect to a Pension Plan
sufficient to give rise to a Lien under Section 302(f) of ERISA; and (iii)
except as specifically disclosed in Schedule 6.7, neither any Loan Party nor any
of their respective ERISA Affiliates has incurred, or reasonably expects to
incur, any material liability to the PBGC under Title IV of ERISA with respect
to any Pension Plan.

                  Section 6.8. Use of Proceeds; Margin Regulations. The proceeds
of the Loans are to be used solely for the purposes set forth in and permitted
by Sections 7.13 and 8.7. No Loan Party is generally engaged in the business of
purchasing or selling Margin Stock or extending credit for the purpose of
purchasing or carrying Margin Stock.

                  Section 6.9. Title to Properties. (a) Each Loan Party has good
record and marketable title in fee simple to, or a valid leasehold interest in,
all real property necessary or

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used in the ordinary conduct of its businesses, except for such defects in title
as would not, individually or in the aggregate, have a Material Adverse Effect.
Each Loan Party and each of its Subsidiaries has good title to all their other
respective material properties and assets (except for those assets disposed of
not in violation of this Agreement and the other Loan Documents and except for
encumbrances and title defects that would not be reasonably likely to have a
Material Adverse Effect).

                  (b)      Set forth on Schedule 6.9 is a complete and accurate
list of all Liens on the property or assets of each Loan Party (other than
Heinz) showing as of the date hereof the lienholder thereof, the principal
amount of the obligations secured thereby and the property or assets of such
Loan Party other than with respect to any Lien, the existence of which would not
be reasonably likely to have a Material Adverse Effect. The property of each
Loan Party (other than Heinz) is not subject to any Liens, other than Liens set
forth on Schedule 6.9 and as otherwise permitted by Section 8.1.

                  Section 6.10. Taxes. Each Loan Party and each of their
respective Subsidiaries has filed all federal and state income tax returns and
all other material tax returns and reports required to be filed, and have paid
all federal and state income taxes and all other material taxes, assessments,
fees and other governmental charges levied or imposed upon them or their
properties, income or assets otherwise due and payable, except those which are
being contested in good faith by appropriate proceedings and for which adequate
reserves have been provided in accordance with GAAP. There is no proposed tax
assessment against any Loan Party or any of their respective Subsidiaries that
would, if made, have a Material Adverse Effect. The Tax Sharing Agreement and
the Tax Separation Agreement are the only agreements among the Loan Parties
regarding tax sharing, tax reimbursement or tax indemnification. The
consummation of the Transactions will not be taxable to the Company or any of
its Subsidiaries or Affiliates.

                  Section 6.11. Financial Condition, (a) The audited
consolidated financial statements of DMFC dated June 30, 2002 and such other
audited consolidated financial statements of DMFC delivered pursuant to Section
7.1 (a) from time to time, and the related consolidated statements of income or
operations, shareholders' equity and cash flows for the fiscal periods referred
to therein:

                  (i)      were prepared in accordance with GAAP consistently
         applied throughout the periods covered thereby, except as otherwise
         expressly noted therein;

                  (ii)     present fairly the financial condition of DMFC and
         its Subsidiaries as of the dates thereof and results of operations for
         the periods covered thereby; and

                  (iii)    except as specifically disclosed in Schedule 6.11,
         show all material indebtedness and other liabilities, direct or
         contingent, of DMFC and its Subsidiaries as of the date thereof,
         including liabilities for taxes, material commitments and Contingent
         Obligations, to the extent required by GAAP to be shown on such
         financial statements.

                  (b)      Since June 30, 2002, on a pro forma basis, after
giving effect to the Transactions, there has been no event or circumstance,
either individually or in the aggregate, that has had or would reasonably be
expected to have a Material Adverse Effect.

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                  (c)      The audited financial statements of the assets and
liabilities of the Businesses as of May 1, 2002, May 2, 2001 and May 3, 2000 and
the related audited combined statements of operations or cash flows of the
Businesses for the corresponding periods delivered to the Agents and the Lenders
pursuant to Section 5.2(a)(xiii):

                  (i)      were prepared in accordance with GAAP consistently
         applied throughout the periods covered thereby, except as otherwise
         expressly noted therein;

                  (ii)     present fairly in all material respects the financial
         condition of the Businesses as of the dates thereof and the results of
         operations for the periods covered thereby; and

                  (iii)    show all material indebtedness and other liabilities,
         direct or contingent, of the Businesses as of the date thereof,
         including liabilities for taxes, material commitments and Contingent
         Obligations, to the extent required by GAAP to be shown on such
         financial statements.

                  (d)      The pro forma forecasted balance sheets, statements
of income and statements of cash flows of the Company (after giving effect to
the Merger) and its Subsidiaries delivered to the Agents and Lenders pursuant to
Section 5.2(a)(xii) were prepared in good faith by the Company and its
Subsidiaries on the basis of information and assumptions that the Company and
its senior management believed to be reasonable as of the date of such
projections and such assumptions are reasonable as of the Initial Distribution
Date; provided that it is understood that projections are subject to significant
uncertainties and contingencies, many of which are beyond the Company's control,
and that no assurance can be given that the projections will be realized.

                  Section 6.12. Regulated Entities. Neither any Loan Party nor
any of their respective Subsidiaries is an "investment company" within the
meaning of the Investment Company Act of 1940. Neither any Loan Party nor any of
their respective Subsidiaries is subject to regulation under the Public Utility
Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act,
any state public utilities code or any other Federal or state statute or
regulation limiting its ability to incur Indebtedness.

                  Section 6.13. No Burdensome Restrictions. Neither any Loan
Party nor any of their respective Subsidiaries is a party to or bound by any
Contractual Obligation or subject to any restriction in any Organization
Document or any Requirement of Law which would reasonably be expected to have a
Material Adverse Effect.

                  Section 6.14. Copyrights. Patents, Trademarks and Licenses.
Etc. Each Loan Party and their respective Subsidiaries own or are licensed or
otherwise have the right to use all of the patents, trademarks, service marks,
trade names, copyrights, trade secrets and other similar rights (collectively,
"INTELLECTUAL PROPERTY") that are necessary for the operation of their
respective businesses, without conflict with the rights of any other Person
except for Intellectual Property the failure of which to own or be licensed or
otherwise have the right to use, individually or in the aggregate, would not be
reasonably likely to have a Material Adverse Effect. All of such Intellectual
Property is subsisting, valid and enforceable, except to the extent

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<PAGE>

that the failure to be subsisting, valid and enforceable would not be reasonably
expected to have a Material Adverse Effect. Except to the extent set forth on
Schedule 6.14, there is no individual item of Intellectual Property the loss of
which would reasonably by expected to have a Material Adverse Effect. To the
best of its knowledge, no slogan or other advertising device, product, process,
method, substance, part or other material now employed, or now contemplated to
be employed, by any Loan Party or any of their respective Subsidiaries infringes
upon any rights held by any other Person except for any infringement which,
individually or in the aggregate, would not reasonably likely to have a Material
Adverse Effect. Except as specifically disclosed on Schedule 6.5. no claim or
litigation regarding any of the foregoing is pending or, to its knowledge,
threatened against any Loan Party or any of their respective Subsidiaries, and
no patent, invention, device, application, principle or any statute, law, rule,
regulation, standard or code, relating in each case to Intellectual Property,
is, to its knowledge, pending or proposed, which, in either case, would
reasonably by expected to have a Material Adverse Effect.

                  Section 6.15. Subsidiaries. As of the date hereof, each Loan
Party has no Subsidiaries other than those specifically disclosed in part(a) of
Schedule 6.15 and all of the outstanding Equity Interests in such Subsidiaries
have been validly issued, are fully paid and non-assessable and are owned by a
Loan Party in the amounts specified on part (a) of Schedule 6.15 free and clear
of all Liens, other than Liens created or permitted by the Loan Documents. Each
Loan Party has no equity investments in any other Person other than those
specifically disclosed in part (b) of Schedule 6.15. The only Material
Subsidiaries of the Company are those identifies on part (c) of Schedule 6.15
and such other Subsidiaries of the Company as have executed and delivered a
guaranty or guaranty supplement and security agreement or security agreement
supplement in accordance with the provisions of Section 7.14 or 7.15 after the
date hereof. Neither or Marine Trading Pacific, Inc. nor Star-Kist Mauritius,
Inc. is a Material Subsidiary of the Company of DMFC (collectively, the
"NON-MATERIAL SUBSIDIARY GUARANTORS").

                  Section 6.16. Insurance. Except as specifically disclosed on
Schedule 6.16, the properties of each of the Loan Parties and their respective
Subsidiaries are insured with financially sound and reputable insurance
companies not Affiliates of any of the Loan Parties, in such amounts, with such
deductibles and covering such risks as are customarily carried by companies
engaged in similar businesses and owning similar properties in localities where
such Loan Party or Subsidiary operates.

                  Section 6.17. Solvency, Etc. As of the date hereof (or, in the
case of any Person that becomes a party to any Loan Document after the date
hereof, on the date such Person becomes such a party), and immediately prior to
and after giving effect to the Issuance of each Letter of Credit and each
Borrowing hereunder and the use of the proceeds thereof, each of the Company,
DMFC and each Material Subsidiary is Solvent.

                  Section 6.18. Real Property. (a) Set forth on part (a) of
Schedule 6.18 is a complete and accurate list, as of the date hereof, of the
address, the legal description any real property owned by Existing Del Monte,
SpinCo or any Material Domestic Subsidiary of either thereof. Except as set
forth on Schedule 6.18. (i) prior to the Time of Merger, each of Existing Del
Monte, SpinCo and (ii) on and after the Time of Merger, each of the Company or
such

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Material Domestic Subsidiary has good, marketable and insurable fee simple title
to such real property, free and clear of all Liens, other than Permitted Liens.

                  (b)      Set forth on part (b) of Schedule 6.18 is a complete
and accurate list, as of the date hereof, of all leases of the real property
under which Existing Del Monte, SpinCo or any Material Subsidiary of either
thereof is the lessee, showing as of the date hereof the material terms thereof
to the reasonable satisfaction of the Collateral Agent.

                  Section 6.19. Swap Obligations. No Loan Party nor any of their
respective Subsidiaries has incurred any outstanding obligations under any Swap
Contracts, other than Permitted Swap Obligations. The Company has undertaken its
own independent assessment of its consolidated assets, liabilities and
commitments and has considered appropriate means of mitigating and managing
risks associated with such matters and has not relied on any swap counterparty
or any Affiliate of any swap counterparty in determining whether to enter into
any Swap Contract.

                  Section 6.20. Senior Indebtedness. After giving effect to the
Merger, the Company's Obligations constitute "Designated Senior Debt" of the
Company as such term is defined in the Existing Subordinated Notes Indenture and
the "New Subordinated Notes Indenture. After giving effect to the Merger, DMFC's
Obligations constitute "Guarantor Designated Senior Debt" of DMFC as such term
is defined in the Existing Subordinated Notes Indenture.

                  Section 6.21. Environmental Warranties, (a) All facilities and
property (including underlying groundwater) owned or leased by each Loan Party
and each of their respective Subsidiaries are in compliance with all
Environmental Laws, except for such non-compliance as would not reasonably be
expected to result in a Material Adverse Effect.

                  (b)      There are no pending or, to the best of its
knowledge, threatened Environmental Claims against any Loan Party or any of
their respective Subsidiaries, except for such Environmental Claims that are not
reasonably likely, either singly or in the aggregate, to result in a Material
Adverse Effect.

                  (c)      There have been no Releases of Hazardous Materials
at, on or under any property now or, to the best of its knowledge, previously
owned or leased by any Loan Party or any of their respective Subsidiaries that,
singly or in the aggregate, have, or may reasonably be expected to have, a
Material Adverse Effect.

                  (d)      Each Loan Party and each of their respective
Subsidiaries have been issued and are in compliance with all permits,
certificates, approvals, licenses and other authorizations relating to
environmental matters and necessary or desirable for their businesses, except to
the extent that the failure to have or comply with such permits, certificates,
approvals, licenses and other authorizations relating to environmental matters
would not be reasonably likely to have a Material Adverse Effect.

                  (e)      No property now or, to the best of its knowledge,
previously owned or leased by any Loan Party and each of their respective
Subsidiaries is listed or proposed for listing on the National Priorities List
pursuant to CERCLA or any similar state law, or, to the best of its

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knowledge, is on the CERCLIS or on any similar state list of sites requiring
investigation or clean-up, except, in each case, for any such listing that,
singly or in the aggregate would not reasonably be expected to have a Material
Adverse Effect.

                  (f)      To the best of its knowledge, no Loan Party nor any
of their respective Subsidiaries has directly transported or directly arranged
for the transportation of any Hazardous Material to any location which is listed
or proposed for listing on the National Priorities List pursuant to CERCLA, or
which is the subject of Federal, state or local enforcement actions or other
investigations which may lead to Environmental Claims against such Loan Party or
Subsidiary except, in each case, to the extent that the foregoing would not
reasonably be expected to have Material Adverse Effect.

                  Section 6.22. Full Disclosure. None of the representations or
warranties made by any Loan Party in the Loan Documents as of the date such
representations and warranties are made or deemed made and none of the written
statements contained in the Information Memorandum or any exhibit, report,
statement or certificate furnished by or on behalf of any Loan Party in
connection with the Loan Documents, considering each of the foregoing and in the
context in which it was made and together with all other representations,
warranties and written statements theretofore furnished by such Loan Party to
the Agents and the Lenders in connection with the Loan Document, contains any
untrue statement of a material fact or omits any material fact required to be
stated therein or necessary to make such representation, warranty or written
statement, in light of the circumstances under which it is made, not misleading
as of the time when made or delivered; provided that the Company's
representation and warranty as to any forecast, projection or other statement
regarding future performance, future financial results or other future
development is limited to the fact that such forecast, projection or statement
was prepared in good faith on the basis of information and assumptions that the
Company believed to be reasonable as of the date such material was prepared (it
being understood that projections are subject to significant uncertainties and
contingencies, many of which are beyond the Company's control, and that no
assurance can be given that the projections will be realized).

                  Section 6.23. The Transactions. At the time of consummation
thereof, each of the Transactions shall have been consummated in accordance with
the respective Transaction Documents applicable thereto and in compliance with
all applicable laws (including the Securities Act and all other Federal and
state securities laws). At the time of consummation thereof, all consents and
approvals of, and filings and registrations with, and all other actions in
respect of, all Governmental Authorities required in order to consummate the
Transactions shall have been obtained, given, filed or taken and are or will be
in full force and effect. All applicable waiting periods with respect to the
Transactions have expired without any action being taken by any competent
Governmental Authority which restrains, prevents or imposes material adverse
conditions upon the consummation of any such transaction. At the time of
consummation thereof, there shall not exist any judgment, order of injunction
prohibiting or imposing material adverse conditions on any of the Transactions.
The execution and delivery of the Transaction Documents did not, and the
consummation of the Transactions will not, violate in any material respect any
Requirement of Law, or result in a breach of, or constitute a default under, any
Contractual Obligation affecting any of the Loan Parties or any of their
respective Subsidiaries. None of the Transaction Documents contains any untrue
statement of a material

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fact or omits to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.

                  Section 6.24. Perfection of Security Interest. The Collateral
Documents (to the extent then in effect) create valid Liens on all of the
Collateral in favor of the Collateral Agent for the benefit of the Secured
Parties, securing the payment of the Obligations. Subject to the filing of any
financing statements, mortgages or other documents required to be delivered to
the Collateral Agent pursuant to Section 5.2(a)(iii)(B), 5.2(a)(iii)(C) or 7.15,
all filings and other actions necessary or desirable to perfect and protect the
security interest in the Collateral created under the Collateral Documents
(including the first priority nature thereof (but subject to Permitted Liens))
have been duly made or taken and are in full force and effect or will be duly
made or taken in accordance with the terms of the Loan Documents. The Loan
Parties are the legal and beneficial owners of the Collateral free and clear of
any Lien, except for the Liens and other security interests created or permitted
under the Loan Documents.

                  Section 6.25. Existing Debt. Set forth on Schedule 6.25 hereto
is a complete and accurate list of all Existing Debt with an aggregate
outstanding principal amount in excess of $1,000,000 (other than Surviving
Debt), showing as of the date hereof the obligor and the principal amount
outstanding thereunder.

                  Section 6.26. Surviving Debt. Set forth on Schedule 6.26
hereto is a complete and accurate list of all Surviving Debt with an aggregate
outstanding principal amount in excess of $1,000,000, showing as of the date
hereof the obligor and the principal amount outstanding thereunder, the maturity
date thereof and the amortization schedule therefor.

                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS

                  Commencing on the Time of Merger for so long as any Lender
shall have any Commitment hereunder, or any Loan or other Obligation shall
remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding,
unless the Required Lenders waive compliance in writing:

                  Section 7.1. Financial Statements. The Company shall deliver
(or cause to be delivered) to the Administrative Agent (which shall promptly
provide copies to each Lender), in form and detail satisfactory to the Required
Lenders:

                  (a)      As soon as available, but not later than 90 days
         after the end of each fiscal year, a copy of the audited consolidated
         balance sheet of DMFC and its Subsidiaries as at the end of such year
         and the related consolidated statements of income or operations,
         shareholders' equity and cash flows for such year, setting forth in
         each case in comparative form the figures for the previous fiscal year,
         and accompanied by (i) the opinion of a nationally-recognized
         independent public accounting firm (the "INDEPENDENT AUDITOR"), which
         report (A) shall state that such consolidated financial statements
         present fairly the consolidated financial position of DMFC and its
         Subsidiaries for the periods indicated in conformity with GAAP applied
         on a basis consistent with prior years and

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         (B) shall not be qualified or limited because of a restricted or
         limited examination by the Independent Auditor of any material portion
         of DMFC's or any of its Subsidiaries' records and (ii) a comparison
         with the budget for such fiscal year; provided that with respect to the
         fiscal year ending April 30, 2003, such statements of income or
         operations, shareholders' equity and cash flows shall be for the period
         commencing with the date on which the Time of Merger occurs and ending
         on April 30, 2003;

                  (b)      Promptly when available, and in any event within 30
         days after the end of each month that is not the end of a fiscal
         quarter, and within 45 days after the end of each month that is the end
         of a fiscal quarter (other than the last month of each fiscal year), a
         copy of the unaudited consolidated balance sheet of DMFC and its
         Subsidiaries as of the end of such month and the related consolidated
         statements of income, shareholders' equity and cash flows for the
         period commencing on the first day and ending on the last day of such
         month, including a comparison with the corresponding month and period
         of the previous fiscal year and a comparison with the budget for such
         month and for such period of the current fiscal year, together with a
         certificate of a Responsible Officer of the Company that each such
         statement fairly presents the financial condition and results of
         operations (subject to normal year-end audit adjustments) of DMFC and
         its Subsidiaries and has been prepared in accordance with GAAP
         consistently applied; and

                  (c)      Not later than 60 days after the end of each fiscal
         year, a copy of the projections of DMFC of the consolidated operating
         budget and cash flow budget of DMFC and its Subsidiaries for the
         succeeding fiscal year (including an explanation of the assumptions
         used in preparing such budgets), such projections to be accompanied by
         a certificate of a Responsible Officer of the Company to the effect
         that (i) such projections were prepared by the Company in good faith,
         (ii) the Company has a reasonable basis for the assumptions contained
         in such projections and (iii) such projections have been prepared
         according to such assumptions.

                  Section 7.2. Certificates; Other Information. The Company
shall furnish to the Administrative Agent (which shall promptly provide copies
to each Lender):

                  (a)      concurrently with the delivery of the financial
         statements referred to in Section 7.1(a), a certificate of the
         Independent Auditor stating that in making the examination necessary
         therefor no knowledge was obtained of any Default or Event of Default,
         except as specified in such certificate;

                  (b)      concurrently with the delivery of the financial
         statements referred to in Section 7.1(a) and each set of quarterly
         statements referred to in Section 7.1(b), a Compliance Certificate
         executed by a Responsible Officer of the Company;

                  (c)      promptly, copies of all financial statements and
         regular, periodic or special reports (including Forms 10K, 10Q and 8K)
         that any Loan Party or any of their respective Subsidiaries may make
         to, or file with, the SEC;

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                  (d)      promptly from time to time, any notices (including
         notices of default or acceleration thereunder) received from any holder
         or trustee of, under or with respect to any Subordinated Debt of the
         Company;

                  (e)      forthwith upon the issuance or incurrence of any
         Indebtedness permitted under Section 8.5(e) with respect to the
         Existing Subordinated Notes or New Subordinated Notes, a copy of the
         loan or credit agreement, indenture, trust agreement, note purchase
         agreement, intercreditor agreement, subordination agreement, collateral
         agreement, guaranty or similar agreement or instrument entered into or
         issued by any Loan Party in connection with the issuance or incurrence
         of any such Indebtedness, certified as true and correct by a
         Responsible Officer of the Company;

                  (f)      within 30 days of the end of each fiscal quarter, a
         Borrowing Base Certificate dated as of the end of such fiscal quarter
         duly executed by a Responsible Officer of the Company; provided that if
         any Event of Default shall have occurred and be continuing, the
         Required Revolving Credit Lenders may request that the Company provide
         and, if so requested the Company shall provide, a Borrowing Base
         Certificate more frequently; and

                  (g)      promptly, such additional information regarding the
         business, financial or corporate affairs of any Loan Party or
         Subsidiary thereof as the Administrative Agent, at the request of any
         Lender, may from time to time reasonably request.

                  Section 7.3. Notices. Promptly upon a Responsible Officer of
the Company obtaining knowledge thereof, the Company shall notify the
Administrative Agent (which shall promptly provide copies to each Lender) of:

                  (a)      the occurrence of any Default or Event of Default;

                  (b)      any matter that has resulted or would reasonably be
         expected to result in a Material Adverse Effect, including, if
         applicable, (i) any breach or non-performance of, or any default under,
         a Contractual Obligation of any Loan Party or any of their respective
         Subsidiaries thereof, (ii) any dispute, litigation, investigation,
         proceeding or suspension between any Loan Party or any Subsidiary
         thereof and any Governmental Authority or (iii) the commencement of, or
         any material development in, any litigation or proceeding affecting any
         Loan Party or any Subsidiary thereof;

                  (c)      the occurrence of any of the following events
         affecting any Loan Party or any of their respective ERISA Affiliates
         (but in no event more than ten days after such event), and deliver to
         the Administrative Agent (which shall promptly deliver to each Lender a
         copy thereof) a copy of any notice with respect to such event that is
         filed with a Governmental Authority and any notice delivered by a
         Governmental Authority to such Loan Party or ERISA Affiliate with
         respect to such event:

                           (i)      any ERISA Event; or

                           (ii)     a contribution failure with respect to a
                  Pension Plan sufficient to give rise to a Lien under Section
                  302(f) of ERISA;

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                  (d)      any material change in accounting policies or
         financial reporting practices by any Loan Party or any of its
         consolidated Subsidiaries;

                  (e)      any Mandatory Prepayment Event;

                  (f)      other than payments permitted by Section 8.15(b)(vi)
         or Section 8.15(b)(vii), any proposed payment of principal of
         Subordinated Debt no later than contemporaneously with the making
         thereof; and

                  (g)      upon the request from time to time of the
         Administrative Agent, the Swap Termination Values, together with a
         description of the method by which such values were determined,
         relating to any then-outstanding Swap Contracts to which any Loan Party
         or any Subsidiary thereof is party.

Each notice under this Section shall be accompanied by a written statement by a
Responsible Officer of the Company setting forth details of the occurrence
referred to therein and stating what action the Company or any other affected
Loan Party or any of their respective Subsidiaries proposes to take with respect
thereto and at what time. Each notice under Section 7.3(a) shall describe with
particularity any and all clauses or provisions of this Agreement or any other
Loan Document that have been breached or violated.

                  Section 7.4. Preservation of Corporate Existence, Etc. The
Company shall, and shall cause each of its Subsidiaries to:

                  (a)      preserve and maintain in full force and effect its
         corporate existence and good standing under the laws of its state or
         jurisdiction of incorporation; provided, however, that (i) a Subsidiary
         of the Company need not be in compliance with the foregoing to the
         extent such Subsidiary is sold pursuant to Section 8.2 or merged or
         consolidated into another Person pursuant to Section 8.3 and (ii) the
         Company may consummate the Merger;

                  (b)      preserve and maintain in full force and effect all
         governmental rights, privileges, qualifications, permits, licenses and
         franchises, in each case which are material and which are necessary or
         desirable in the normal conduct of its business, except in connection
         with transactions permitted by Section 8.3 and dispositions of assets
         permitted by Section 8.2; and

                  (c)      preserve or renew all of its registered patents,
         copyrights, trademarks, trade names and service marks, the
         non-preservation of which would reasonably be expected to have a
         Material Adverse Effect.

                  Section 7.5. Maintenance of Property. The Company shall, and
shall cause each of its Subsidiaries to, maintain and preserve all property
material to the normal conduct of its business in good working order and
condition, ordinary wear and tear excepted, other than obsolete, worn out or
surplus equipment and will from time to time make all appropriate renewals and
replacements thereof except where the failure to do so would not have a Material
Adverse Effect.

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                  Section 7.6. Insurance. The Company shall, and shall cause
each of its Subsidiaries to, maintain with financially sound and reputable
independent insurers, insurance with respect to its properties and business
against loss or damage of the kinds customarily insured against by Persons
engaged in the same or similar business, of such types and in such amounts as
are customarily carried under similar circumstances by such other Persons.

                  Section 7.7. Payment of Obligations. The Company shall, and
shall cause each of its Subsidiaries to, pay and discharge as the same shall
become due and payable, unless the same are being contested in good faith by
appropriate proceedings and adequate reserves in accordance with GAAP are being
maintained by the Company or such Subsidiary in respect thereof, all of its
obligations and liabilities, including:

                  (a)      all tax liabilities, assessments and governmental
         charges or levies upon it or its properties or assets; and

                  (b)      all lawful claims which, if unpaid, would by law
         become a Lien upon its property;

provided that no violation of this Section 7.7 with respect to any Indebtedness
shall constitute an Event of Default unless such violation is also an Event of
Default under Section 9.l(e).

                  Section 7.8. Compliance with Laws. The Company shall, and
shall cause each of its Subsidiaries to, comply in all material respects with
all Requirements of Law of any Governmental Authority having jurisdiction over
it or its business (including the Federal Fair Labor Standards Act), except such
as may be contested in good faith or as to which a bona fide dispute may exist.

                  Section 7.9. Compliance with ERISA. The Company shall, and
shall cause each of its ERISA Affiliates to: (a) maintain each Plan in
compliance in all material respects with the applicable provisions of ERISA, the
Code and other Federal or state law; (b) cause each Plan which is qualified
under Section 401 (a) of the Code to maintain such qualification; and (c) make
all required contributions to any Plan subject to Section 412 of the Code.

                  Section 7. 10. Inspection of Property and Books and Records.
The Company shall, and shall cause each of its Subsidiaries to, maintain proper
books of record and account, in which full, true and correct entries in
conformity with GAAP consistently applied shall be made of all financial
transactions and matters involving the assets and business of the Company and
such Subsidiary. The Company shall permit, and will cause each of its
Subsidiaries to permit, representatives and independent contractors of any Agent
or Lender (a) to visit and inspect any of their respective properties, to
examine their respective corporate, financial and operating records, and to make
copies thereof or abstracts therefrom, and to discuss their respective affairs,
finances and accounts with their respective directors, officers, and independent
public accountants and (b) to inspect any of their Inventory and equipment, to
perform appraisals of any of their equipment, and to inspect, audit, check and
make copies and/or extracts from the books, records, computer data and records,
computer programs, journals, orders, receipts, correspondence and other data
relating to Inventory, Receivables, contract rights, general intangibles,
equipment and any other Collateral, or relating to any other transactions
between the

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parties hereto; at such reasonable times during normal business hours and as
often as may be reasonably desired, upon reasonable advance notice to the
Company; provided, however, that when an Event of Default exists, any Agent or
Lender may do any of the foregoing without advance notice. After the occurrence
and during the continuance of an Event of Default, any such inspection shall be
at the Company's expense.

                  Section 7.11. Interest Rate Protection. The Company shall,
within 120 days of Initial Distribution Date, enter into and thereafter maintain
one or more Permitted Swap Obligations for a notional amount of at least
$300,000,000 for a term of at least three years, on terms and conditions
reasonably satisfactory to the Administrative Agent, and, except for interest
rate caps for which all of the Company's obligations are paid in full upon the
Company's entering into such Permitted Swap Obligations, on an ISDA Master
Agreement with one or more Lenders or Affiliates thereof or with counterparties
reasonably acceptable to the Administrative Agent.

                  Section 7.12. Environmental Covenant. The Company shall, and
shall cause each of its Subsidiaries to:

                  (a)      use and operate all of its facilities and properties
         in material compliance with all Environmental Laws, keep all necessary
         permits, approvals, certificates, licenses and other authorizations
         relating to environmental matters in effect and remain in material
         compliance therewith, and handle all Hazardous Materials in material
         compliance with all applicable Environmental Laws;

                  (b)      promptly notify the Administrative Agent and provide
         copies of all written material Environmental Claims, and act in a
         diligent and prudent fashion to address such Environmental Claims,
         including Environmental Claims that allege that the Company or any of
         its Subsidiaries is not in compliance with Environmental Laws; and

                  (c)      provide such information (including, without
         limitation, environmental assessment or audit reports) and
         certifications which the Administrative Agent may reasonably request
         from time to time to evidence compliance with this Section 7.12.

                  Section 7.13. Use of Proceeds. The Company shall use (a) the
proceeds of the Term Loans solely to fund the Bank Debt Amount, to replace or
refinance certain Indebtedness of the Company and to pay related transaction
fees and expenses and (b) the proceeds of the Revolving Credit Loans for working
capital and other general corporate purposes not in contravention of any
Requirement of Law or of any Loan Document; provided that such Revolving Credit
Loans may be used to finance Acquisitions permitted in accordance with Section
8.4(i).

                  Section 7.14. Further Assurances. The Company shall, and shall
cause each of its Material Domestic Subsidiaries to, execute, acknowledge,
deliver, record, re-record, file, re-file, register and re-register, any and all
such further acts, deeds, conveyances, security agreement, mortgages,
assignments, estoppel certificates, financing statements and continuations
thereof, termination statements, notices of assignment, transfers, certificates,
assurances and other instruments the Collateral Agent or the Required Lenders,
as the case may be, may reasonably

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request from time to time in order (a) to ensure that (i) the obligations of the
Company hereunder and under the other Loan Documents are secured by
substantially all assets of the Company; provided that unless otherwise
reasonably required by the Required Lenders, the pledge of the Voting Interests
in a Foreign Subsidiary of the Company shall be limited to 66% of the
outstanding Voting Interests in such Foreign Subsidiary and guaranteed, pursuant
to the Loan Documents, by (1) prior to the Time of Merger, Heinz and (2) from
and after the Time of Merger, DMFC and all Material Domestic Subsidiaries of the
Company and DMFC (including, promptly upon the acquisition or creation thereof,
any Material Domestic Subsidiary created or acquired after the date hereof) and
(ii) the obligations of DMFC and each Subsidiary Guarantor under the Loan
Documents are secured by substantially all of the assets of DMFC and each such
Subsidiary Guarantor; provided that the pledge of the Voting Interests in a
Foreign Subsidiary of DMFC or any Subsidiary Guarantor shall be limited to 66%
of the outstanding Voting Interests in such Foreign Subsidiary, (b) to perfect
and maintain the validity, effectiveness and priority of any of the Collateral
Documents and the Liens intended to be created thereby and (c) to better assure,
convey, grant, assign, transfer, preserve, protect and confirm to the Collateral
Agent and the Lenders the rights granted or now or hereafter intended to be
granted to the Collateral Agent and the Lenders under any Loan Document or under
any other document executed in connection therewith. Contemporaneously with the
execution and delivery of any document referred to above, the Company shall, and
shall cause each of its Material Domestic Subsidiaries to, deliver all
resolutions, opinions and corporate documents as the Collateral Agent or the
Required Lenders may reasonably request to confirm the enforceability of such
document and the perfection of the security interest created thereby, if
applicable. The Company shall, and shall cause its Material Domestic
Subsidiaries to, use all commercially reasonable efforts to obtain consents of
landlords to the granting of security interests and Liens in favor of the
Collateral Agent for the benefit of the Secured Parties in all leasehold
interests of the Company or any of its Domestic Subsidiaries of real property
that is used for distribution or warehousing and has aggregate improvements of
100,000 square feet or greater and such other leased properties as the
Collateral Agent may reasonably request; provided that such best efforts
obligation shall not require the Company or any other Loan Party to make any
payment of money or property.

                  Section 7.15. Covenant to Guarantee Obligations and Give
Security, (a) Upon (i) the formation or acquisition of any new direct or
indirect Material Domestic Subsidiary by any Loan Party or (ii) the acquisition
of any property by any Loan Party, and such property, in the judgment of the
Collateral Agent, shall not already be subject to a perfected security interest
in favor of the Collateral Agent for the benefit of the Secured Parties, then
the Company shall, in each case at the Company's expense:

                  (A)      in connection with the formation or acquisition of
         any Material Domestic Subsidiary, within ten days after such formation
         or acquisition, cause each such Material Domestic Subsidiary to duly
         execute and deliver to the Collateral Agent a guaranty or guaranty
         supplement, in form and substance satisfactory to the Collateral Agent,
         guaranteeing the other Loan Parties' obligations under the Loan
         Documents;

                  (B)      within ten days after such formation or acquisition,
         furnish to the Collateral Agent a description of the real and personal
         properties of the Loan Parties and any newly formed or acquired
         Material Domestic Subsidiary in detail satisfactory to the Collateral
         Agent;

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                  (C)      within 15 days after such formation or acquisition,
         duly execute and deliver, and cause each newly formed or acquired
         Material Domestic Subsidiary to duly execute and deliver, to the
         Collateral Agent mortgages, deeds of trust, pledges, assignments,
         Security Agreement Supplements, IP Security Agreement Supplements and
         other security agreements, as specified by and in form and substance
         reasonably satisfactory to the Collateral Agent, securing payment of
         all the Obligations of the applicable Loan Party or such Material
         Domestic Subsidiary, as the case may be, under the Loan Documents and
         constituting Liens on all properties of such Loan Party or newly formed
         or acquired Material Domestic Subsidiary; provided that the pledge of
         any Voting Interests held in any Foreign Subsidiary by any Loan Party
         or newly created or acquired Material Domestic Subsidiary shall be
         limited to 66% of the outstanding Voting Interests in such Foreign
         Subsidiary;

                  (D)      within 30 days after such formation or acquisition,
         take, and cause each newly formed or acquired Material Domestic
         Subsidiary to take, whatever action (including, without limitation, the
         recording of mortgages, the filing of Uniform Commercial Code financing
         statements, the giving of notices and the endorsement of notices on
         title documents) may be necessary or advisable in the opinion of the
         Collateral Agent to vest in the Collateral Agent (or in any
         representative of the Collateral Agent designated by it) valid and
         subsisting Liens on the properties purported to be subject to the
         mortgages, pledges, assignments, Security Agreement Supplements, IP
         Security Agreement Supplements and security agreements delivered
         pursuant to this Section 7.15(a) enforceable against all third parties
         in accordance with their terms;

                  (E)      within 60 days after such formation or acquisition,
         deliver to the Administrative Agent, upon the request of the Collateral
         Agent in its sole discretion, a signed copy of a favorable opinion,
         addressed to the Collateral Agent and the other Secured Parties, of
         counsel for the Loan Parties acceptable to the Collateral Agent as to
         the matters contained in clauses (A), (C) and (D) above, as to such
         guaranties, guaranty supplements, mortgages, pledges, assignments,
         Security Agreement Supplements, IP Security Agreement Supplements and
         security agreements being legal, valid and binding obligations of each
         Loan Party thereto enforceable in accordance with their terms, as to
         the matters contained in clause (D) above, as to such recordings,
         filings, notices, endorsements and other actions being sufficient to
         create valid perfected Liens on such properties, and as to such other
         matters as the Collateral Agent may reasonably request; and

                  (F)      as promptly as practicable after such formation or
         acquisition, deliver, upon the request of the Collateral Agent in its
         sole discretion, to the Collateral Agent with respect to each parcel of
         real property owned, leased or held by the entity that is the subject
         of such request, formation or acquisition all documents, instruments
         and items required to be delivered under Section 7.15(d) (which Section
         shall similarly apply hereto), including, without limitation, title
         insurance, surveys and engineering, soils and other reports, and
         environmental assessment reports, each in scope, form and substance
         reasonably satisfactory to the Collateral Agent; provided, however,
         that to the extent that any Loan Party shall have otherwise received
         any of the foregoing items with respect to

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         such real property, such items shall, promptly after receipt thereof,
         be delivered to the Collateral Agent.

                  (b)      Upon the request of the Collateral Agent following
the occurrence and during the continuance of any Event of Default, the Company
shall, at the Company's expense:

                  (i)      within 10 days of such request cause any of its
         direct or indirect Subsidiaries (other than any such Subsidiary which
         is already a Loan Party at such time) to duly execute and deliver to
         the Collateral Agent a guaranty or guaranty supplement in form and
         substance satisfactory to the Collateral Agent, guaranteeing the other
         Loan Parties' obligations under the Loan Documents;

                  (ii)     within 15 days of such request cause each of its
         direct or indirect Subsidiaries (other than any such Subsidiary which
         is already a Loan Party at such time) to duly execute and deliver to
         the Collateral Agent mortgages, deeds of trust, pledges, assignments,
         Security Agreement Supplements, IP Security Agreement Supplements and
         other security agreements, as specified by and in form and substance
         reasonably satisfactory to the Collateral Agent, securing payment of
         all the Obligations of such Subsidiary and the other Loan Parties under
         the Loan Documents and constituting Liens on all properties of such
         Subsidiary;

                  (iii)    within 30 days of such request take and cause each of
         its direct or indirect Subsidiaries to take, whatever action
         (including, without limitation, the recording of mortgages, the filing
         of Uniform Commercial Code financing statements, the giving of notices
         and the endorsement of notices on title documents) may be necessary or
         advisable in the opinion of the Collateral Agent to vest in the
         Collateral Agent (or in any representative of the Collateral Agent
         designated by it) valid and subsisting Liens on the properties
         purported to be subject to the mortgages, pledges, assignments,
         Security Agreement Supplements, IP Security Agreement Supplements and
         security agreements delivered pursuant to this Section 7.15(b),
         enforceable against all third parties in accordance with their terms;

                  (iv)     within 60 days of such request deliver to the
         Administrative Agent, upon the request of the Collateral Agent in its
         sole discretion, a signed copy of a favorable opinion, addressed to the
         Collateral Agent and the other Secured Parties of counsel for the Loan
         Parties acceptable to the Collateral Agent as to the matters contained
         in clauses (i), (ii) and (iii) above, as to such guaranties, guaranty
         supplements, mortgages, pledges, assignments, Security Agreement
         Supplements, IP Security Agreement Supplements and security agreements
         being legal, valid and binding obligations of each Loan Party thereto
         enforceable in accordance with their terms, as to the matters contained
         in clause (iii) above, as to such recordings, filings, notices,
         endorsements and other actions being sufficient to create valid
         perfected Liens on such properties, and as to such other matters as the
         Collateral Agent may reasonably request; and

                  (v)      promptly cause to be deposited any and all cash
         dividends paid or payable to it or any of its Subsidiaries from any of
         its Subsidiaries from time to time into the Cash Collateral Account,
         and with respect to all other dividends paid or payable to it or any of

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         its Subsidiaries from time to time, promptly execute and deliver, or
         cause such Subsidiary to promptly execute and deliver, as the case may
         be, any and all further instruments and take or cause such Subsidiary
         to take, as the case may be, all such other action as the Collateral
         Agent may deem necessary or desirable in order to obtain and maintain
         from and after the time such dividend is paid or payable a perfected,
         first priority lien on and security interest in such dividends.

                  (c)      As promptly as practicable after receipt thereof,
furnish (or caused to be furnished) to the Administrative Agent acknowledgment
copies of proper financing statements filed under the Uniform Commercial Code of
all jurisdictions that the Collateral Agent may deem necessary or desirable in
order to perfect and protect the first priority liens and security interests
created under the Security Agreement, covering the Collateral described in the
Security Agreements.

                  (d)      As promptly as practical after the date hereof, but
in any event, no later than (x) 60 days after the Initial Distribution Date in
the case of any of the Owned Real Properties and (y) as soon as reasonably
possible thereafter (based on the Company's use of its best efforts) with
respect to any Leased Real Properties or the consents, agreements and
confirmations required to be delivered under clause (d)(i)(F) below, furnish to
the Administrative Agent:

                  (i)      deeds of trust, trust deeds, mortgages, leasehold
         mortgages and leasehold deeds of trust, in substantially the form of
         Exhibit O hereto (with such changes as may be required to account for
         local law matters) and otherwise in form and substance satisfactory to
         the Administrative Agent, and covering those Real Properties identified
         as being required to be mortgaged on Schedule 6.18 hereto (together
         with each other mortgage delivered pursuant to Section 7.15, in each
         case as amended, the "MORTGAGES"), duly executed by the appropriate
         Loan Party, together with:

                           (A)      evidence that counterparts of the Mortgages
                  have been duly recorded in all filing or recording offices
                  that the Collateral Agent may deem necessary or desirable in
                  order to create a valid first and subsisting Lien on the
                  property described therein in favor of the Collateral Agent
                  for the benefit of the Secured Parties and that all filing and
                  recording taxes and fees have been paid,

                           (B)      fully paid American Land Title Association
                  Lender's Extended Coverage title insurance policies (the
                  "MORTGAGE POLICIES") in form and substance, with endorsements
                  and in amounts acceptable to the Collateral Agent, issued,
                  coinsured and reinsured by title insurers acceptable to the
                  Collateral Agent, insuring the Mortgages to be valid first and
                  subsisting Liens on the property described therein, free and
                  clear of all defects (including, but not limited to,
                  mechanics' and materialmen's Liens) and encumbrances,
                  excepting only Permitted Encumbrances, and providing for such
                  other affirmative insurance (including endorsements for future
                  advances under the Loan Documents and for mechanics' and
                  materialmen's Liens) and such coinsurance and direct access
                  reinsurance as the Collateral Agent may deem necessary or
                  desirable,

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                           (C)      American Land Title Association/American
                  Congress on Surveying and Mapping form surveys for those
                  properties identified on Schedule 6.18 as requiring surveys
                  for which all necessary fees (where applicable) have been paid
                  and dated no more than 60 days before the date on which the
                  Mortgages are delivered pursuant to this Section, certified to
                  the Collateral Agent and the issuer of the Mortgage Policies
                  in a manner satisfactory to the Collateral Agent by a land
                  surveyor duly registered and licensed in the States in which
                  the property described in such surveys is located and
                  acceptable to the Collateral Agent, showing all buildings and
                  other improvements, any off-site improvements, the location of
                  any easements, parking spaces, rights of way, building
                  set-back lines and other dimensional regulations and the
                  absence of encroachments, either by such improvements or on to
                  such property, and other defects, other than encroachments and
                  other defects acceptable to the Collateral Agent,

                           (D)      estoppel and consent agreements, in form and
                  substance satisfactory to the Collateral Agent, executed by
                  each of the lessors of the Leased Real Properties, along with
                  (1) a memorandum of lease in recordable form with respect to
                  such leasehold interest, executed and acknowledged by the
                  owner of the affected real property, as lessor, or (2)
                  evidence that the applicable lease with respect to such
                  leasehold interest or a memorandum thereof has been recorded
                  in all places necessary or desirable, in the Collateral
                  Agent's reasonable judgment, to give constructive notice to
                  third-party purchasers of such leasehold interest, or (3) if
                  such leasehold interest was acquired or subleased from the
                  holder of a recorded leasehold interest, the applicable
                  assignment or sublease document, executed and acknowledged by
                  such holder in each case in form sufficient to give such
                  constructive notice upon recordation and otherwise in form
                  satisfactory to the Collateral Agent,

                           (E)      evidence of the insurance required by the
                  terms of the Mortgages, and

                           (F)      such other consents, agreements and
                  confirmations of lessors and third parties as the Collateral
                  Agent may reasonably deem necessary or desirable and evidence
                  that all other actions that the Collateral Agent may deem
                  necessary or desirable in order to create valid first and
                  subsisting Liens on the property described in the Mortgages
                  has been taken; and

                  (ii)     opinions of (A) in-house or local counsel for each of
         the Loan Parties with respect to certain corporate matters
         substantially in the form of Exhibit M-3 and (B) local counsel for the
         Loan Parties in states in which the Owned Real Properties are located,
         with respect to the enforceability and perfection of the Mortgages and
         any related fixture filings substantially in the form of Exhibit M-4,
         and, in either case, otherwise in form and substance satisfactory to
         the Administrative Agent.

                  (e)      (i) As promptly as practical after the date hereof,
but in any event, no later than 60 days after the Initial Distribution Date,
furnish to the Administrative Agent a completed schedule identifying each
Material Agreement in effect as of the date such schedule is delivered,

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                  (ii)     As promptly as practical after the delivery of the
schedule referred to in clause (i) above, using its best efforts, deliver to the
Collateral Agent, a consent to assignment of each Material Agreement listed on
the schedule delivered pursuant to clause (i) above, in substantially the form
of Exhibit C to the Security Agreement, duly executed by each party (other than
the Loan Parties) to each such Material Agreement.

                  Section 7.16. Control Agreements and Lockbox Arrangements.
Promptly upon the request of the Collateral Agent following the occurrence of
and during the continuance of any Event of Default, the Company shall cause each
financial institution at which DMFC, the Company or any Material Domestic
Subsidiary of the Company or DMFC maintains any deposit account or other similar
account with a balance in excess of $5,000,000 to deliver to the Collateral
Agent and the Company a written agreement in form and substance satisfactory to
the Collateral Agent by each such financial institution pursuant to which such
financial institution agrees to, among other things, comply with the
instructions originated by the Collateral Agent directing the disposition of
funds in any such account without the further consent of DMFC, the Company or
any Material Domestic Subsidiary and shall put customary lockbox arrangements
into place with respect to its deposit accounts or other similar accounts to the
extent requested by the Collateral Agent.

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

                  Commencing with the Time of Merger for so long as any Lender
shall have any Commitment hereunder, or any Loan or other Obligation shall
remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding,
unless the Required Lenders waive compliance in writing:

                  Section 8.1. Limitation on Liens. The Company shall not, and
shall not permit any of its Subsidiaries to, directly or indirectly, make,
create, incur, assume or suffer to exist any Lien upon or with respect to any
part of its property, whether now owned or hereafter acquired, other than the
following "PERMITTED LIENS"):

                  (a)      any Lien existing on property of any Loan Party on
         the date hereof and set forth on Schedule 6.9 securing Indebtedness
         outstanding on such date and any Lien on the property of any of the
         Loan Parties or any Subsidiaries thereof in existence as of the date
         hereof which could not reasonably be expected to have an Material
         Adverse Effect;

                  (b)      any Lien created under any Loan Document;

                  (c)      Liens for taxes, fees, assessments or other
         governmental charges which are not delinquent or remain payable without
         penalty, or to the extent that non-payment thereof is permitted by
         Section 7.7; provided that no notice of lien has been filed or recorded
         under the Code;

                  (d)      growers', carriers', warehousemen's, mechanics',
         landlords', materialmen's, repairmen's or other similar Liens arising
         in the ordinary course of business which are not delinquent or which
         are being contested in good faith and by

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         appropriate proceedings, which proceedings have the effect of
         preventing the forfeiture or sale of the property subject thereto;

                  (e)      Liens (other than any Lien imposed by ERISA)
         consisting of pledges or deposits required in the ordinary course of
         business in connection with workers' compensation, unemployment
         insurance and other social security legislation;

                  (f)      Liens on property of the Company or any of its
         Subsidiaries securing (i) the non-delinquent performance of bids, trade
         contracts (other than for borrowed money), leases, statutory
         obligations, (ii) surety bonds (excluding appeal bonds and other bonds
         posted in connection with court proceedings or judgments) and (iii)
         other non-delinquent obligations of a like nature, in each case,
         incurred in the ordinary course of business; provided that all such
         Liens in the aggregate would not (even if enforced) cause a Material
         Adverse Effect;

                  (g)      Liens consisting of judgment or judicial attachment
         Liens and Liens securing contingent obligations on appeal bonds and
         other bonds posted in connection with court proceedings or judgments;
         provided that the enforcement of such Liens is effectively stayed;

                  (h)      easements (including reciprocal easement agreements),
         rights-of-way, restrictions, municipal, building and zoning ordinances
         and other similar encumbrances charges, utility agreements, covenants,
         reservations, restrictions, encroachments, title defects or other
         irregularities that were not incurred in connection with and do not
         secure any Indebtedness, and which are incurred in the ordinary course
         of business which, in the aggregate, are not substantial in amount, and
         which do not in any case materially detract from the value of the
         property subject thereto or interfere with the ordinary conduct of the
         businesses of the Company and its Subsidiaries for their intended
         purposes;

                  (i)      purchase money security interests on any property
         acquired by the Company or any of its Subsidiaries in the ordinary
         course of business, securing Indebtedness incurred or assumed for the
         purpose of financing all or any part of the cost of acquiring such
         property; provided that (i) any such Lien attaches to such property
         concurrently with or within 45 days after the acquisition thereof, (ii)
         such Lien attaches solely to the property so acquired in such
         transaction, (iii) the principal amount of the Indebtedness secured
         thereby does not exceed 100% of the cost of such property and (iv) the
         principal amount of the Indebtedness secured by all such purchase money
         security interests shall not at any time exceed $30,000,000;

                  (j)      Liens securing obligations in respect of Capital
         Leases on assets subject to such leases (and secured by only the assets
         subject to such leases); provided that such Capital Leases are
         otherwise permitted hereunder or Liens on property sold in a
         Sale/Leaseback Transaction; provided that such Liens shall cover only
         the property subject to such Sale/Leaseback Transaction and the amount
         of Indebtedness secured thereby shall not exceed $45,000,000;

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                  (k)      Liens arising solely by virtue of any statutory or
         common law provision relating to banker's liens, rights of set-off or
         similar rights and remedies as to deposit accounts or other funds
         maintained with a creditor depository institution; provided that (i)
         such deposit account is not a dedicated cash collateral account and is
         not subject to restrictions against access by the Company in excess of
         those set forth by regulations promulgated by the FRB and (ii) such
         deposit account is not intended by the Company or any of its
         Subsidiaries to provide collateral to the depository institution;

                  (l)      Liens under the Permitted Security Agreements;

                  (m)      Liens in connection with a Permitted Receivables
         Facility;

                  (n)      Liens securing Acquired Indebtedness permitted by
         Section 8.5(i); provided that such Liens were in existence prior to the
         contemplation of the related Acquisition and do not extend to any
         assets other than the property financed with such Acquired
         Indebtedness;

                  (o)      Permitted Encumbrances;

                  (p)      extensions, renewals and replacements of Liens
         referred to in clauses (a) through (o) above; provided that any such
         extension, renewal or replacement Lien is limited to the property or
         assets covered by the Lien extended, renewed or replaced and does not
         secure any Indebtedness in addition to that secured immediately prior
         to such extension, renewal or replacement;

                  (q)      Liens securing other Indebtedness of the Company and
         its Subsidiaries not expressly permitted by clauses (a) through (p)
         above; provided that the aggregate amount of the Indebtedness secured
         by Liens permitted pursuant to this clause (q) shall not exceed
         $25,000,000 in the aggregate outstanding at any time; and

                  (r)      leases, subleases, licenses and rights-of-use granted
         to others incurred in the ordinary course of business and that do not
         materially and adversely affect the use of the property encumbered
         thereby for its intended purposes.

                  Section 8.2. Disposition of Assets. The Company shall not, and
shall not permit any of its Subsidiaries to, directly or indirectly, sell,
assign, lease, convey, transfer or otherwise dispose of (whether in one or a
series of transactions) any property (including accounts and notes receivable,
with or without recourse), except:

                  (a)      dispositions of obsolete or worn out property,
         whether now owned or hereafter acquired, in the ordinary course of
         business;

                  (b)      dispositions of Inventory in the ordinary course of
         business;

                  (c)      sales of equipment to the extent that (i) such
         equipment is exchanged for credit against the purchase price of similar
         replacement equipment or (ii) the proceeds of such sale are reasonably
         promptly applied to the purchase price of such replacement equipment;

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                  (d)      dispositions of property by any Subsidiary to the
         Company or to a Wholly-Owned Subsidiary of the Company; provided that
         if the transferor of such property is a Subsidiary Guarantor, the
         transferee thereof must either be the Company or a Subsidiary
         Guarantor;

                  (e)      mergers permitted under Section 8.3;

                  (f)      dispositions (including by means of a Sale/Leaseback
         Transaction) of Assets Held for Sale by the Company or any of its
         Subsidiaries for consideration of not less than the fair market value
         of the assets disposed of;

                  (g)      dispositions of assets for not less than fair market
         value in Sale/Leaseback Transactions permitted under Section 8.17;
         provided that the aggregate fair market value of all property sold
         pursuant to this clause (g) may not exceed $45,000,000;

                  (h)      non-exclusive licenses of Intellectual Property
         granted in the ordinary course of business;

                  (i)      transfers of Receivables under a Permitted
         Receivables Facility;

                  (j)      leases or subleases of interests in real property of
         the Company or any Subsidiary entered into in the ordinary course of
         business; and

                  (k)      dispositions not otherwise permitted under this
         Section 8.2 (including the disposition of all of the Equity Interests
         in any operating Subsidiary of the Company by sale of such Equity
         Interests or by merger of such Subsidiary with or into another Person,
         but excluding any Sale/Leaseback transaction) which are made for fair
         market value; provided that (i) at the time of such disposition no
         Default or Event of Default shall exist or would result from such
         disposition; (ii) the aggregate fair market value of all property
         disposed of in reliance on this clause (i) in any (A) fiscal year shall
         not exceed $10,000,000 or (B) since the date of this Agreement shall
         not exceed $45,000,000; (iii) the purchase price for such asset is paid
         to the Company or such Subsidiary, as the case may be, in cash or Cash
         Equivalent Investments; and (iv) the proceeds from any such disposition
         shall be applied in accordance with Section 2.7(b).

                  Section 8.3. Consolidations and Mergers. The Company shall
not, and shall not permit any of its Subsidiaries to, merge, dissolve,
liquidate, consolidate with or into another Person or dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its
assets (whether now owned or hereafter acquired) to or in favor of any Person,
except that, so long as no Default exists or would result therefrom:

                  (a)      any Subsidiary may merge with (i) the Company,
         provided that the Company shall be the continuing or surviving Person
         or (ii) any one or more other Subsidiaries; provided further that, when
         any Subsidiary Guarantor is merging with another Subsidiary, the
         Subsidiary Guarantor shall be the continuing or surviving Person or
         Surviving Person shall become a Subsidiary Guarantor contemporaneously
         with the consummation of such merger and takes or has taken such other
         action as is necessary or desirable, or as the Collateral Agent may
         request, to preserve the Liens, and continue the

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         perfection thereof with the same priority as granted and provided for
         in the Collateral Documents;

                  (b)      any Subsidiary may dispose of all or substantially
         all of its assets (upon voluntary liquidation or otherwise) to the
         Company or to another Subsidiary; provided the transferor in such a
         transaction is a Subsidiary Guarantor, the transferee must either be
         the Company or a Subsidiary Guarantor;

                  (c)      the Company may consummate the Merger; and

                  (d)      in connection with any Acquisition permitted under
         Section 8.4(i), any Subsidiary of the Company may merge into or
         consolidate with any other Person or permit any other Person to merge
         into or consolidate with it; provided that when any Subsidiary
         Guarantor is merging or consolidating with such other Person the Person
         surviving such merger shall be a Subsidiary Guarantor;

provided, however, that in each case, immediately after giving effect thereto,
in the case of any such merger to which the Company is a party, either (i) the
Company is the surviving corporation, or (ii) the corporation formed by such
merger or consolidation, (A) assumes the Company's Obligations and performance
of the Company's covenants under the Loan Documents to which it is or is to be a
party in a writing satisfactory in form and substance to the Required Lenders
and (B) takes or has taken such other action as may be necessary or desirable,
or as the Collateral Agent may request, in order to preserve the Liens, and
continue the perfection thereof with the same priority as granted and provided
for or purported to be granted and provided for by the Security Agreement, the
Intellectual Property Security Agreement or any Mortgage.

                  Section 8.4. Loans and Investments. The Company shall not, and
shall not permit any of its Subsidiaries to, purchase or acquire, or make any
commitment to purchase or acquire any of its Equity Interests in or other
obligations or securities of, or any interest in, any other Person, or make any
Acquisition, or make any advance, loan, extension of credit or capital
contribution to or any other investment in, any other Person, except for:

                  (a)      investments in Cash Equivalent Investments;

                  (b)      extensions of credit in the nature of accounts
         receivable or notes receivable arising from the sale or lease of goods
         or services in the ordinary course of business;

                  (c)      investments by the Company in its Wholly-Owned
         Subsidiaries or by any Subsidiary of the Company in any of its
         Wholly-Owned Subsidiaries, in the form of contributions to capital or
         loans or advances; provided that, immediately before and after giving
         effect to such investment, no Default or Event of Default shall have
         occurred and be continuing and the aggregate amount invested in Foreign
         Subsidiaries of the Company since the date hereof shall not exceed
         $20,000,000;

                  (d)      loans or advances made by any Subsidiary of the
         Company to the Company;

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                  (e)      subject to Requirements of Law, loans and advances to
         employees in the ordinary course of business (such as travel advances)
         in an aggregate amount not to exceed $15,000,000 at any time
         outstanding;

                  (f)      investments by the Company and its Subsidiaries in
         Joint Ventures in the form of contributions of capital, loans, advances
         or Contingent Obligations; provided that, immediately before and after
         giving effect to such investment, no Default or Event of Default shall
         have occurred and be continuing, including as a result of any failure
         by the Company to comply with Section 8.9, and the aggregate amount of
         all investments pursuant to this clause (f) shall not exceed
         $30,000,000 in the aggregate outstanding at any time;

                  (g)      investments constituting Permitted Swap Obligations
         or payments or advances under Swap Contracts relating to Permitted Swap
         Obligations;

                  (h)      other investments in an aggregate amount not
         exceeding $20,000,000 on and after the date hereof (with all such
         investments valued at the time of investment at the cash amount
         thereof, if in cash, the fair market value thereof as determined by the
         board of directors of the Company, if in property, and at the maximum
         amount thereof if in Contingent Obligations);

                  (i)      Acquisitions; provided that:

                           (i)      any such newly created or acquired
                  Subsidiary shall comply with the requirements of Section 7.15;

                           (ii)     the Company shall have delivered to the
                  Administrative Agent evidence in form and substance reasonably
                  satisfactory to the Administrative Agent that the financial
                  conditions referred to in clause (iii) below with respect to
                  such Acquisition will be satisfied, together with a statement
                  of a Responsible Officer of the Company detailing all amounts
                  required to consummate the prospective Acquisition and a
                  business description and summary of terms of the prospective
                  Acquisition,

                           (iii)    all financial covenants in Sections 8.11,
                  8.12 and 8.13 shall be complied with on a pro forma basis for
                  the period of four consecutive fiscal quarters ending on the
                  last day of the last completed fiscal quarter immediately
                  preceding the proposed date of consummation of the prospective
                  Acquisition (on the assumption such Acquisition occurred on
                  the first day of such four fiscal quarter period and using
                  historical results of the Company and its Subsidiaries and the
                  related Acquisition Prospect for such period, and including
                  any pro forma expense and cost reductions calculated on a
                  basis consistent with Regulation S-X under the Securities
                  Act),

                           (iv)     such Acquisition shall be consummated in
                  accordance with all Requirements of Law and the Company and
                  its Subsidiaries shall have obtained all consents and
                  approvals necessary or desirable to such consummation and the

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                  business operations of such Acquisition Prospect after such
                  Acquisition, including governmental and contractual approvals,

                           (v)      no Default or Event of Default shall exist
                  at the time of consummation thereof or would result therefrom,

                           (vi)     the Person to be acquired (or its Board of
                  Directors or equivalent governing body) has not (A) announced
                  it will oppose such Acquisition or (B) commenced any action
                  which alleges that such Acquisition violates, or will violate,
                  any Requirement of Law, and

                           (vii)    the total consideration for all such
                  Acquisitions (including cash and noncash purchase price,
                  liabilities assumed, deferred or financed purchase price,
                  purchase price characterized as noncompetition payments and
                  the like) does not exceed in the aggregate during the term of
                  this Agreement an amount equal to the sum of (A) $200,000,000
                  plus (B) an amount equal to the aggregate amount received by
                  the Company as capital contributions from DMFC since the date
                  of this Agreement; provided that no more than $150,000,000
                  plus an amount equal to the aggregate amount received by the
                  Company as capital contributions from DMFC since the date of
                  this Agreement of such total consideration may be paid with
                  the proceeds of Indebtedness;

                  (j)      investments in Subsidiaries acquired in Acquisitions
         permitted under Section 8.4(i) that are not Wholly-Owned Subsidiaries;
         provided that the amount of all such investments, together with the
         aggregate total consideration paid in connection with all Acquisitions
         permitted by Section 8.4(i) (calculated in the manner set forth in
         Section 8.4(i)(vii)) does not exceed in the aggregate during the term
         of this Agreement an amount equal to the sum of (A) $200,000,000 plus
         (B) an amount equal to the aggregate amount received by the Company as
         capital contributions from DMFC after the date hereof; provided further
         that all of the other conditions contemplated in Section 8.4(i) are
         also met with respect to such investment;

                  (k)      such commitments to enter into transactions otherwise
         prohibited by this Section 8.4 to the extent such commitments are
         conditioned upon either (i) the receipt of the consent of the Required
         Lenders to the consummation of such transaction or (ii) receipt of
         proceeds sufficient to repay all amounts outstanding under this
         Agreement and the repayment thereof with such proceeds prior to or
         contemporaneously with the consummation of such transaction; provided
         that in the event that the Total Debt Ratio as of the end of each of
         the two most recently consecutive fiscal quarters is less than or equal
         to 2.75:1.00 and so long as no Default has occurred and is continuing
         the Company and its Subsidiaries shall be permitted to enter into
         commitments to enter into transactions otherwise prohibited by this
         Section 8.4 without regard to either of the preceding conditions; and

                  (1)      investments in existence on the date hereof which are
         set forth on Schedule 8.4(1).

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For purposes of this Section 8.4 and Section 8.5(l), the amount of any
investment outstanding at any time shall be the total of (x) the original cost
of such investment (meaning the cash amount thereof, if in cash, or the fair
market value thereof as determined by the senior management of the Company, if
in property), without any adjustment for increases or decreases in value or any
writeup or writedown with respect to such investment; provided that any
investment in the form of Contingent Obligations shall be valued at the maximum
reasonably expected liability thereof, minus (y) an amount equal to the lesser
of the return of cash with respect to any such investment (other than a
Contingent Obligation) and the initial amount of such investment, in either
case, less the cost of disposition of such investment.

                  Section 8.5. Limitation on Indebtedness. The Company shall
not, and shall not permit any of its Subsidiaries to, create, incur, assume,
suffer to exist, or otherwise become or remain directly or indirectly liable
with respect to, any Indebtedness, except:

                  (a)      Indebtedness incurred pursuant to this Agreement, the
         Subsidiary Guaranty and the other Loan Documents;

                  (b)      Surviving Debt listed on Schedule 6.26 hereof;

                  (c)      Indebtedness in respect of the New Subordinated
         Notes; provided that the Subordination Terms are in full force and
         effect with respect thereof;

                  (d)      Indebtedness consisting of Contingent Obligations
         permitted pursuant to Section 8.8;

                  (e)      so long as No Default or Event of Default has
         occurred and is continuing, Indebtedness resulting from any
         refinancing, renewal or extension of any Surviving Debt or the New
         Subordinated Notes; provided that the amount of such Indebtedness is
         not increased at the time of such refinancing, refunding, renewal or
         extension except by an amount equal to a reasonable premium or other
         reasonable amount paid, and fees and expenses reasonably incurred, in
         connection with such refinancing and by an amount equal to any existing
         commitments unutilized thereunder; provided further that (i) no
         additional direct obligor or contingent support is provided with
         respect to the Indebtedness being so incurred from such contingent
         support as is applicable to the Indebtedness being so refinanced,
         renewed or extended (including, without limitation, the provision of
         any additional guarantees with respect thereto) and (ii) the terms
         relating to principal amount, amortization, maturity, collateral (if
         any) and subordination (if any), and other material terms taken as a
         whole, of any such extending, refunding, or refinancing Indebtedness,
         and of any agreement entered into and of any instrument issued in
         connection therewith, are not less favorable in any material respect to
         the Loan Parties or the Lenders than the terms of any agreement or
         instrument governing the Indebtedness being extended, refunded or
         refinanced and the interest rate applicable to any such extending,
         refunding or refinancing Indebtedness does not exceed the then
         applicable market interest rate;

                  (f)      Indebtedness of Subsidiaries of the Company owed to
         the Company or Wholly-Owned Subsidiaries of the Company; provided that
         (i) any such Indebtedness

                                      113

<PAGE>

         shall constitute Pledged Debt; and (ii) the aggregate amount of all
         such Indebtedness owed by Foreign Subsidiaries of the Company shall not
         exceed $40,000,000 at any one time outstanding;

                  (g)      purchase money Indebtedness secured by Liens
         permitted by Section 8.1(i); provided, however, that the aggregate
         amount of all Indebtedness at any one time outstanding and permitted to
         be incurred under this Section 8.5(g) or Section 8.5(h) shall not
         exceed $30,000,000;

                  (h)      Indebtedness incurred in respect of any Capital
         Leases permitted under Section 8.10; provided, however, that the
         aggregate amount of all Indebtedness at any one time outstanding and
         permitted to be incurred under this Section 8.5(h) or Section 8.5(g)
         shall not exceed $30,000,000;

                  (i)      Indebtedness of the Company or any Subsidiary of the
         Company in connection with guaranties resulting from endorsement of
         negotiable instruments in the ordinary course of business;

                  (j)      surety bonds and appeal bonds required in the
         ordinary course of business or in connection with the enforcement of
         rights or claims of the Company or in connection with judgments that do
         not result in a Default or Event of Default;

                  (k)      Indebtedness arising under a Permitted Receivables
         Facility; provided that the aggregate amount of any such Indebtedness
         shall not exceed $100,000,000;

                  (l)      Acquired Indebtedness assumed in Acquisitions
         permitted under Section 8.4(i); provided, however, that the aggregate
         amount of such Acquired Indebtedness at any one time outstanding shall
         not exceed $40,000,000;

                  (m)      Indebtedness incurred in a Sale/Leaseback Transaction
         permitted under Section 8.17; and

                  (n)      other Indebtedness in an aggregate principal amount
         not to exceed $25,000,000 at any time outstanding.

It is understood that any Indebtedness borrowed in a foreign currency shall
continue to be permitted under this Section, notwithstanding any fluctuation in
the Dollar Amount of such Indebtedness, as long as the outstanding principal
balance of such Indebtedness (denominated in its original currency) does not
exceed the maximum amount of such Indebtedness (denominated in such currency)
permitted to be outstanding on the date such Indebtedness was incurred.

                  Section 8.6. Transactions with Affiliates. The Company shall
not, and shall not permit any of its Subsidiaries to, enter into any transaction
with any Affiliate of the Company except upon fair and reasonable terms no less
favorable to the Company or such Subsidiary than would be obtainable in a
comparable arm's-length transaction with a Person not an Affiliate of the
Company; provided that the TPG Agreement and the Tax Sharing Agreement shall be
deemed not to violate this Section 8.6.

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<PAGE>

                  Section 8.7. Use of Proceeds. The Company shall not, and shall
not permit any of its Subsidiaries to, use any portion of the proceeds of any
Loan or any Letter of Credit, directly or indirectly, (a) to purchase or carry
Margin Stock, (b) to repay or otherwise refinance indebtedness of the Company or
others incurred to purchase or carry Margin Stock, (c) to extend credit for the
purpose of purchasing or carrying any Margin Stock or (d) to acquire any
security in any transaction that is subject to Section 13 or 14 of the Exchange
Act.

                  Section 8.8. Contingent Obligations. The Company shall not,
and shall not permit any of its Subsidiaries to, create, incur, assume or suffer
to exist any Contingent Obligation except:

                  (a)      endorsements for collection or deposit in the
         ordinary course of business;

                  (b)      Permitted Swap Obligations;

                  (c)      Contingent Obligations of the Company and its
         Subsidiaries existing as of the date hereof and listed on Schedule
         8.8(c) or incurred in connection with the issuance of the New
         Subordinated Notes and any replacement, renewal or extension of any
         such Contingent Obligation; provided that the amount of any such
         Contingent Obligations are not increased at the time of such
         replacement, renewal or extension of such Contingent Obligations except
         by an amount equal to a reasonable premium or other reasonable amount
         paid in respect of the underlying obligations and fees and expenses
         reasonably incurred in connection with such replacement, renewal or
         extension; provided further that the terms relating to collateral (if
         any) and subordination (if any) and other material terms taken as a
         whole in respect of such replacement, renewed or extended Contingent
         Obligations and of any agreement entered into and of any instrument
         issued in connection therewith, are not less favorable in any material
         respect to the Loan Parties or the Lenders than the terms of any
         agreement or instrument governing the Contingent Obligations being
         replaced, renewed or extended;

                  (d)      Contingent Obligations arising under the Loan
         Documents;

                  (e)      Guaranty Obligations with respect to or constituting
         obligations of the Company or any of its Subsidiaries that are
         permitted under Section 8.5; and

                  (f)      Contingent Obligations with respect to Joint Ventures
         to the extent permitted by Section 8.9.

                  Section 8.9. Joint Ventures. The Company shall not, and shall
not permit any of its Subsidiaries to, enter into any Joint Venture, except that
the Company or any such Subsidiary may enter into any Joint Venture so long as
the aggregate amount invested by the Company and its Subsidiaries in all Joint
Ventures in any form (including by capital contribution, incurrence of
Indebtedness by any such Joint Venture to the Company or any such Subsidiary or
the incurrence of Contingent Obligations by the Company or any of its
Subsidiaries with respect to any such Joint Venture), during the term of this
Agreement does not exceed $40,000,000; provided, however, that for purposes of
determining the aggregate amount invested in Joint Ventures hereunder (a) any
return of principal or equity received in cash on any amount invested

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<PAGE>

hereunder and (b) the fair market value of any other property received in
exchange for any amount invested hereunder shall be deducted.

                  Section 8.10. Lease Obligations. The Company shall not, and
shall not permit any of its Subsidiaries to, create or suffer to exist any
obligations for the payment of rent for any property under lease or agreement to
lease, except for:

                  (a)      leases of the Company, Existing Del Monte and their
         respective Subsidiaries in existence on the date hereof and in the case
         of any Loan Party, set forth on part (b) of Schedule 6.18 and any
         renewal, extension or refinancing of any thereof;

                  (b)      operating leases entered into by the Company or any
         of its Subsidiaries after the date hereof in the ordinary course of
         business;

                  (c)      Capital Leases entered into by the Company or any of
         its Subsidiaries; provided that no Default or Event of Default has
         occurred and is continuing or will result from the incurrence of the
         obligations contemplated thereby; and

                  (d)      operating leases entered into by the Company or any
         of its Subsidiaries in connection with any Sale/Leaseback Transaction
         permitted under Section 8.17; provided that no Default or Event of
         Default has occurred and is continuing or will result from the
         incurrence of the obligations contemplated thereby.

                  Section 8.11. Minimum Fixed Charge Coverage. The Fixed Charge
Coverage Ratio for any Computation Period set forth herein shall not be less
than the ratio set forth below opposite the period in which such Computation
Period ends:

<TABLE>
<CAPTION>
                Period                          Ratio
                ------                          -----
<S>                                           <C>
December 20, 2002 through the fiscal year     1.40:1.00
ending closest to April 30,2005

July 31, 2005 and thereafter                  1.50:1.00
</TABLE>

                  Section 8.12. Minimum Interest Coverage. The Interest Coverage
Ratio for any Computation Period set forth below shall not be less than the
ratio set forth below opposite the period in which such Computation Period ends:

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<PAGE>

<TABLE>
<CAPTION>
                Period                          Ratio
                ------                          -----
<S>                                           <C>
December 20, 2002 through the fiscal year     3.25:1.00
ending closest to April 30, 2004

July 31, 2004 through the fiscal year ending  3.75:1.00
closest to April 30, 2005

July 31, 2005 and thereafter                  4.25:1.00
</TABLE>

                  Section 8.13. Maximum Total Debt Ratio. The Total Debt Ratio
 for any Computation Period set forth below shall not exceed the ratio set forth
 below opposite the period in which such Computation Period ends:

<TABLE>
<CAPTION>
                Period                          Ratio
                ------                          -----
<S>                                           <C>
December 20, 2002 through the fiscal year     4.00:1.00
ending closest to April 30,2004

July 31, 2004 through the fiscal year ending  3.25:1.00
closest to April 30, 2005

July 31, 2005 and thereafter                  2.50:1.00
</TABLE>

                  Section 8.14. Maximum Capital Expenditures. The Company shall
not permit the aggregate amount of all Capital Expenditures (but excluding for
the purpose of the fiscal year ending on April 30, 2003, any Capital Expenditure
incurred prior to the date hereof) by it and its Subsidiaries made during any
fiscal year to exceed the Base Amount (as defined below); provided that to the
extent Capital Expenditures actually made in any fiscal year (beginning with the
fiscal year ending April 30, 2003) are less than the Base Amount for such fiscal
year, the lesser of (a) the amount of the difference and (b) $25,000,000 may be
carried forward and used to make Capital Expenditures in the two next succeeding
fiscal years; provided further that in any fiscal year, Capital Expenditures
made shall be applied first to the Base Amount for such fiscal year and second
to reduce a carryforward from the least recent fiscal year prior to reducing any
other carryforward. When used herein, "BASE AMOUNT" means, with respect to each
fiscal year ending on or closest to (i) April 30, 2003, $60,000,000, (ii) April
30, 2004 or April 30, 2005, $105,000,000 and (iii) April 30, 2006 and
thereafter, $80,000,000. Notwithstanding the foregoing, the Company shall be
entitled to incur the Synthetic Lease Capital Expenditure.

                  Section 8.15. Restricted Payments. The Company shall not, and
shall not permit any of its Subsidiaries to, (a) declare or make any dividend
payment or other distribution of assets, properties, cash, rights, obligations
or securities on account of any shares of any class of Equity Interests in such
Person, or purchase, redeem or otherwise acquire for value any shares of Equity
Interests in such Person or any warrants, rights or options to acquire such
shares, now or hereafter outstanding, or (b) make any redemptions, prepayments,
defeasances or repurchases of any Subordinated Debt except that:

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<PAGE>

                  (i)      any Subsidiary of the Company may declare and pay
         dividends to the Company or a Wholly-Owned Subsidiary of the Company;

                  (ii)     the Company may declare and make dividend payments or
         other distributions payable solely in Common Stock;

                  (iii)    any Surviving Debt or the New Subordinated Notes may
         be repaid using the Net Cash Proceeds of any Indebtedness permitted to
         be incurred in connection with the refinancing of such Indebtedness
         pursuant to Section 8.5(1) or, in the case of the Existing Subordinated
         Notes or New Subordinated Notes, exchanged for other notes or debt
         securities meeting the requirements of Section 8.5(e);

                  (iv)     so long as no Default or Event of Default has
         occurred and is continuing or would result therefrom, the Company or
         any of its Subsidiaries may purchase (or may pay a dividend to DMFC to
         enable DMFC to purchase) (A) Equity Interests in any Loan Party or
         options with respect to Equity Interests in any Loan Party held by
         employees or management of DMFC or any of its Subsidiaries in
         connection with the termination of employment of any such employees or
         management and (B) Equity Interests in any Loan Party for the purpose
         of holding such Equity Interest for future issuance under an employee
         stock plan; provided that all such payments in the aggregate for
         clauses (A) and (B) do not exceed $10,000,000 in any fiscal year or
         $15,000,000 in the aggregate from and after the date hereof;

                  (v)      so long as no Default or Event of Default has
         occurred and is continuing or would result therefrom, the Company may
         pay dividends to DMFC in an amount not to exceed 25% of Consolidated
         Net Income of the Company in any fiscal year; provided that the Company
         may only pay dividends pursuant to this clause (v) if, after giving
         effect thereto, the Company's pro forma Total Debt Ratio for the last
         four fiscal quarters immediately preceding the date of such dividend
         (determined as if such all dividends had been made on the first day of
         such period), would be less than 2,75:1.0;

                  (vi)     so long as no Default or Event of Default has
         occurred and is continuing or would result therefrom, the Company may
         repurchase or redeem up to $25,000,000 of Existing Subordinated Notes
         or New Subordinated Notes;

                  (vii)    so long as no Default or Event of Default has
         occurred and is continuing or would result therefrom, the Company may
         repurchase or redeem Existing Subordinated Notes or New Subordinated
         Notes in an amount not to exceed the portion of Net Cash Proceeds of an
         issuance of Equity Interests in DMFC that is not used to finance
         Acquisitions under Section 8.4(i); provided that any such repurchase or
         redemption shall be made within 60 days of the receipt of such Net Cash
         Proceeds;

                  (viii)   the Company may make payments to DMFC at the times
         and in the amounts provided for in the Tax Sharing Agreement; and

                  (ix)     the Company may make payments to DMFC in amounts not
         to exceed $2,500,000 per fiscal year to reimburse DMFC for expenses
         incurred by DMFC in the ordinary course of business.

                                      118

<PAGE>

                  Section 8.16. ERISA. The Company shall not, and shall not
permit any of its ERISA Affiliates to: (a) engage in a prohibited transaction or
violation of the fiduciary responsibility rules with respect to any Plan which
has resulted or would reasonably be expected to result in a Material Adverse
Effect; or (b) engage in a transaction that could reasonably be expected to be
subject to Section 4069 or 4212(c) of ERISA.

                  Section 8.17. Limitations on Sale and Leaseback Transactions.
The Company shall not, and shall not permit any of its Subsidiaries to, enter
into any arrangement with any Person providing for the leasing by the Company or
any of its Subsidiaries of any real or personal property, which property is or
has been sold or transferred by the Company or any of its Subsidiaries to such
Person in contemplation of taking back a lease thereof (a "SALE/LEASEBACK
TRANSACTION"); provided, however, that the Company or any of its Subsidiaries
may enter into Sale/Leaseback Transactions if, with respect to each such
Sale/Leaseback Transaction (a) the Company or such Subsidiary is permitted to
incur or suffer to exist the Lien resulting therefrom and the Indebtedness
related thereto under Section 8.1(j), (b) the Company or such Subsidiary is
permitted to dispose of the property disposed of in such Sale/Leaseback
Transaction under Section 8.2(f) or 8.2(g) and (c) the Company or such
Subsidiary is permitted to lease the property relating thereto under Section
8.10.

                  Section 8.18. Limitation on Restriction of Subsidiary
Dividends and Distributions. The Company shall not, and shall not permit any of
its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer
to exist or become effective any encumbrance or restriction on the ability of
any Subsidiary of the Company to (a) pay dividends or make other distributions
on its Equity Interests owned by the Company or any Subsidiary of the Company,
or pay any Indebtedness owed to the Company or any Subsidiary of the Company,
(b) make loans or advances to the Company or (c) transfer any of its assets or
properties to the Company, except for such encumbrances or restrictions existing
by reason of or under (i) Requirements of Law, (ii) this Agreement and the other
Loan Documents, (iii) customary non-assignment provisions of any contract or
lease governing a leasehold or ownership interest of any Subsidiary of the
Company, (iv) any instrument governing Acquired Indebtedness, which encumbrance
or restriction is not applicable to any Person, or the properties or assets of
any Person, other than the Person or the properties or assets of the Person so
acquired, (v) customary net worth provisions contained in leases and other
agreements entered into by a Subsidiary of the Company in the ordinary course of
business, (vi) customary restrictions with respect to a Subsidiary of the
Company pursuant to an agreement that has been entered into for the sale or
disposition of all or substantially all of the Equity Interests in such
Subsidiary, (vii) customary provisions in joint venture agreements and other
similar agreements relating solely to the securities, assets and revenues of
such joint venture or other business venture, (viii) the Existing Subordinated
Notes Indenture, as in effect on the date hereof and the New Subordinated Note
Documents and (ix) any agreement governing Indebtedness incurred to refinance
the Indebtedness issued, assumed or incurred pursuant to an agreement referred
to in clause (iv) above; provided, however, that the provisions relating to such
encumbrance or restriction contained in any such Indebtedness are not, in the
aggregate, materially less favorable to the Company as determined by the Board
of Directors of the Company in its reasonable and good faith judgment than the
provisions relating to such encumbrance or restriction contained in the
agreements referred to in such clause (iv).

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<PAGE>

                  Section 8.19. Inconsistent Agreements. The Company shall not,
and shall not permit any of its Subsidiaries to, enter into any agreement
containing any provision which would be violated or breached by any borrowing by
the Company hereunder or by the performance by any Loan Party of their
respective obligations hereunder or under any other Loan Document. The Company
will not, and will not permit any of its Subsidiaries to, enter into any
agreement (other than this Agreement and the other Loan Documents) prohibiting
the creation or assumption of any Lien upon its properties, revenues or assets,
whether now owned or hereafter acquired, or the ability of the Company and its
Subsidiaries to amend or modify this Agreement or any other Loan Document, other
than (i) the Existing Subordinated Notes Indenture, (ii) the New Subordinated
Notes Documents, (iii) any agreement in connection with Permitted Liens
described in Sections 8.1(i) and 8.1(j) if such prohibition is by its terms
effective only against the assets subject to such Permitted Lien, and (iv) in
favor of the Secured Parties.

                  Section 8.20. Change in Business. The Company shall not, and
shall not permit any of its Subsidiaries to, engage in any material business
other than production, processing and related distribution of food and beverage
products and other related businesses.

                  Section 8.21. Amendments to Certain Documents. The Company
shall not make or agree to any amendment to or modification of, or waive any of
their respective rights under, any of the terms of (a) any Related Document, (b)
any Existing Subordinated Notes Document, (c) any New Subordinated Notes
Document, (d) any other Subordinated Debt Document, (e) the Tax Sharing
Agreement or (f) the TPG Agreements, unless, in any case, any such amendment,
modification or waiver is not adverse in any respect to the Lenders.

                  Section 8.22. Accounting Changes. The Company shall not, and
shall not permit any Material Subsidiary to, (a) change accounting policies or
reporting practices, except as required by generally accepted accounting
principles, or (b) change its fiscal year; provided that any Material Subsidiary
acquired in an Acquisition permitted hereunder may change its fiscal year to the
Sunday closest to April 30.

                  Section 8.23. Limitation on Issuance of Guaranty Obligations.
The Company shall not permit any of its Subsidiaries to create, incur, assume,
suffer to exist, or otherwise become or remain directly or indirectly liable
with respect to any Guaranty Obligation of such Subsidiary relating to any
Indebtedness of the Company or any other Loan Party unless:

                  (a)      such Subsidiary, if it is not already a party to the
         Subsidiary Guaranty, simultaneously executes and delivers to the
         Administrative Agent a counterpart to the Subsidiary Guaranty, together
         with such supporting documentation as the Administrative Agent may
         reasonably request, notwithstanding Section 7.15,

                  (b)      if such Indebtedness is by its terms subordinated to
         the Obligations, any such assumption, guaranty or other liability of
         such Subsidiary with respect to such Indebtedness shall be
         subordinated, in form and substance satisfactory to the Administrative
         Agent, to such Subsidiary's Guaranty Obligation with respect to the
         Obligations to the same extent as such Indebtedness is subordinated to
         the Obligations; provided that such Subsidiary's Guaranty Obligation of
         such Indebtedness of the Company shall be subordinated to the full
         amount of such Subsidiary's Guaranty

                                      120

<PAGE>

         Obligation under the Subsidiary Guaranty without giving effect to any
         reduction thereto necessary to render the Guaranty Obligation of such
         Subsidiary thereunder not voidable under applicable law relating to
         fraudulent conveyance or fraudulent transfer, and

                  (c)      such Subsidiary waives and will not in any manner
         whatsoever claim or take the benefit or advantage of, any right of
         reimbursement, indemnity or subrogation or any other rights against the
         Company or any other Subsidiary as a result of any payment by such
         Subsidiary under such Guaranty Obligation unless and until payment in
         full in cash is made of such Indebtedness of the Company.

                  Section 8.24. Senior Debt Designation. The Company shall not
designate any Indebtedness as "Designated Senior Debt" pursuant to the terms of
the Existing Subordinated Notes Indenture or the New Subordinated Notes
Indenture (or make any comparable designation with respect to any Subordinated
Debt Notes Document). The Company shall not permit any of its Subsidiaries to,
designate any Indebtedness as "Guarantor Designated Senior Debt" pursuant to the
terms of the Existing Subordinated Indenture or the New Subordinated Notes
Indenture (or make any comparable designation with respect to any Subordinated
Debt Document).

                  Section 8.25. Amendment of Constitutive Documents. The Company
shall not, and shall not permit any of its Subsidiaries to, amend its
Organizational Documents, unless, in any case, any such amendment is not
materially adverse in any respect to the Lenders.

                  Section 8.26. Partnerships, Etc. The Company shall not, and
shall not permit any of its Subsidiaries to, become a general partner in any
general or limited partnership or joint venture, other than any newly created
Subsidiary (a) the sole assets of which consist of its interest in such
partnership or joint venture, and (b) the assets of which shall have been
isolated from the assets of the Company or any of the other Loan Parties.

                                   ARTICLE IX

                               EVENTS OF DEFAULT

                  Section 9.1. Event of Default. Any of the following shall
constitute an "EVENT OF DEFAULT":

                  (a)      Non-Payment. The Company fails to pay, when and as
         required to be paid herein, any amount of principal of any Loan or of
         any L/C Obligation, or, within three days after the same becomes due,
         any amount of interest or any fees or other amounts payable hereunder
         or under any other Loan Document.

                  (b)      Representation or Warranty. Any representation or
         warranty by any Loan Party made or deemed made herein or in any other
         Loan Document, or which is contained in any certificate, document or
         financial or other statement by any Loan Party or any Responsible
         Officer of any thereof furnished at any time under this Agreement or
         any other Loan Document, is incorrect in any material respect on or as
         of the date made or deemed made.

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<PAGE>

                  (c)      Specific Defaults. The Company fails to perform or
         observe any term, covenant or agreement contained in any of Section 7.3
         or Article VIII (other than Section 8.1, 8.5, 8.6, 8.17, 8.24 or
         8.25).

                  (d)      Other Defaults. The Company or DMFC fails to perform
         or observe any term or covenant contained in Section 8.1, 8.5, 8.6,
         8.17 or 8.24 of this Agreement or Section 7(j) of the DMFC Guaranty and
         such default shall continue unremedied for a period of 10 days after
         the earlier of (i) the date upon which a Responsible Officer knew or
         reasonably should have known of such failure or (ii) the date upon
         which written notice thereof is given to the Company by the
         Administrative Agent or any Lender; or any Loan Party fails to perform
         or observe any other term or covenant contained in this Agreement
         (other than Section 7.3, Article VIII or Section 7(j) of the DMFC
         Guaranty) or any other Loan Document, and such default shall continue
         unremedied for a period of 30 days after the earlier of (A) the date
         upon which a Responsible Officer of such Loan Party knew or reasonably
         should have known of such failure or (B) the date upon which written
         notice thereof is given to the Company by the Administrative Agent or
         any Lender.

                  (e)      Cross-Default. (i) Any Loan Party or any of their
         respective Subsidiaries (A) fails to make any payment when due (whether
         by scheduled maturity, required prepayment, acceleration, demand or
         otherwise, but subject to any applicable grace period) in respect of
         any Indebtedness or Contingent Obligation (other than in respect of
         Swap Contracts and including amounts owing to all creditors under any
         combined or syndicated credit arrangement) or more than $25,000,000, or
         (B) fails to observe or perform any other agreement or condition
         relating to any such Indebtedness or Contingent Obligation or contained
         in any instrument or agreement evidencing, security or relating
         thereto, or any other event occurs, the effect of which default or
         other event is to cause, or to permit the holder or holders of such
         Indebtedness or the beneficiary or beneficiaries of such Contingent
         Obligation (or a trustee or agent on behalf of such holder or holders
         or beneficiary or beneficiaries) to cause, with the giving of notice if
         required, such Indebtedness to be demanded or become due or to be
         repurchased, prepaid, defeased or redeemed (automatically or
         otherwise), or an offer to repurchase, prepay, defease or redeem such
         Indebtedness to be made, prior to its stated maturity, or such
         Contingent Obligation to become payable or cash collateral in respect
         thereof to be demanded; or (ii) there occurs under any Swap Contract an
         Early Termination Date (as defined in such Swap Contract) resulting
         from (A) any event of default under such Swap Contract as to which any
         Loan Party is the Defaulting Party (as defined in such Swap Contract)
         or (b) any Termination Event (as defined in such Swap Contract) under
         such Swap Contract as to which any Loan Party is an Affected Party (as
         defined in such Swap Contract) and, in either event, the Swap
         Termination Value owed by the relevant Loan Party or such Subsidiary as
         a result thereof is greater than $10,000,000.

                  (f)      Insolvency, Voluntary Proceedings. The Company, DMFC
         or any of their respective Material Subsidiaries: (i) generally fails
         to pay, or admits in writing its inability to pay, its debts as they
         become due; (ii) voluntarily ceases to conduct its business in the
         ordinary course (other than as expressly permitted under this
         Agreement);

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<PAGE>

         (iii) commences any Insolvency Proceeding with respect to itself; or
         (iv) takes any action to effectuate or authorize any of the foregoing.

                  (g)      Involuntary Proceedings. (i) Any involuntary
         Insolvency Proceeding is commenced or filed against the Company, DMFC
         or any of their respective Material Subsidiaries, or any writ,
         judgment, warrant of attachment, warrant of execution or similar
         process is issued or levied against a substantial part of the
         Company's, DMFC's or any of their respective Material Subsidiaries'
         properties, and such proceeding or petition shall not be dismissed, or
         such writ, judgment, warrant of attachment, warrant of execution or
         similar process shall not be released, vacated or fully bonded within
         60 days after commencement, filing or levy; (ii) the Company, DMFC or
         any Material Subsidiary of either thereof admits the material
         allegations of a petition against it in any Insolvency Proceeding, or
         an order for relief (or similar order under non-U.S. law) is ordered in
         any Insolvency Proceeding; or (iii) the Company, DMFC or any Material
         Subsidiary of either thereof acquiesces in the appointment of a
         receiver, trustee, custodian, conservator, liquidator, mortgagee in
         possession (or agent therefor) or other similar Person for itself or a
         substantial portion of its property or business.

                  (h)      ERISA. (i) One or more ERISA Events shall occur with
         respect to a Pension Plan or Multiemployer Plan which has resulted or
         could reasonably be expected to result in liability of the Company
         under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the
         PBGC in an aggregate amount in excess of $25,000,000; (ii) a
         contribution failure shall have occurred with respect to a Pension Plan
         sufficient to give rise to a Lien under Section 302(f) of ERISA; or
         (iii) the Company or any of its ERISA Affiliates shall fail to pay
         when due, after the expiration of any applicable grace period, one or
         more installment payments with respect to its withdrawal liability
         under Section 4201 of ERISA under a Multiemployer Plan which results
         in an aggregate withdrawal liability in excess of $25,000,000.

                  (i)      Monetary Judgments. One or more judgments, orders,
         decrees or arbitration awards is entered against the Company, DMFC or
         any of their respective Subsidiaries involving in the aggregate a
         liability (to the extent not covered by independent third-party
         insurance as to which the insurer does not dispute coverage), as to any
         single or related series of transactions, incidents or conditions, of
         $25,000,000 or more, and the same shall remain undischarged, unvacated
         and unstayed pending appeal for a period of 30 days after the entry
         thereof, or the Company, DMFC or any of their respective Subsidiaries
         shall enter into any agreement to settle or compromise any pending or
         threatened litigation, as to any single or related series of claims,
         involving payment by the Company, DMFC or any of their respective
         Subsidiaries of $25,000,000 or more.

                  (j)      Non-Monetary Judgments. Any non-monetary judgment,
         order or decree is entered against the Company, DMFC or any of their
         respective Subsidiaries which has or would reasonably be expected to
         have a Material Adverse Effect, and there shall be any period of 30
         consecutive days during which a stay of enforcement of such judgment or
         order, by reason of a pending appeal or otherwise, shall not be in
         effect.

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                  (k)      Change of Control. Any Change of Control occurs.

                  (l)      Guarantor Defaults. Any Guaranty shall cease to be in
         full force and effect with respect to any Guarantor (other than as
         expressly permitted hereunder), or any Guarantor (or any Person acting
         by, through or on behalf of such Guarantor) shall contest in any manner
         the validity, binding nature or enforceability of any Guaranty with
         respect to such Guarantor.

                  (m)      Collateral Documents, Etc. At any time after the Time
         of Merger, any Collateral Document shall cease to be in full force and
         effect with respect to the Company, DMFC or any other Loan Party (other
         than pursuant to its terms or as expressly permitted hereunder), or the
         Company, DMFC or any other Loan Party (or any Person acting by, through
         or on behalf of the Company, DMFC or any other Loan Party) shall
         contest in any manner the validity, binding nature or enforceability of
         any Collateral Document.

                  (n)      Merger. The Time of Merger shall not have occurred
         within 24 hours of the Initial Distribution Date.

                  Section 9.2. Remedies. If any Event of Default occurs, the
Administrative Agent shall, at the request of, or may, with the consent of, the
Required Lenders do any or all of the following:

                  (a)      declare the commitment of each Lender to make Loans
         and any obligation of the Issuing Lender to Issue Letters of Credit to
         be terminated, whereupon such commitments and obligations shall be
         terminated; provided that if any Event of Default occurs after the
         making of the Term Loans, the Revolving Credit Commitments shall, at
         the request of, or may, with the consent of, the Required Revolving
         Credit Lenders (and not the Required Lenders), be terminated;

                  (b)      declare an amount equal to the maximum aggregate
         amount that is or at any time thereafter may become available for
         drawing under any outstanding Letter of Credit (whether or not any
         beneficiary shall have presented, or shall be entitled at such time to
         present, the drafts or other documents required to draw under such
         Letter of Credit) to be immediately due and payable, and declare the
         unpaid principal amount of all outstanding Loans, all interest accrued
         and unpaid thereon, and all other amounts owing or payable hereunder or
         under any other Loan Document to be immediately due and payable,
         without presentment, demand, protest or other notice of any kind, all
         of which are hereby expressly waived by the Company;

                  (c)      require that the Company Cash Collateralize the L/C
         Obligations in an amount equal to 105% of the aggregate undrawn amount
         of Letters of Credit; and

                  (d)      exercise on behalf of itself and the Lenders all
         rights and remedies available to it and the Lenders under the Loan
         Documents or applicable law;

provided, however, that upon the occurrence of any Event of Default specified in
Section 9.1(f)or 9.1(g), the obligation of each Lender to make Loans and the
obligation of the Issuing Lender

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to Issue Letters of Credit shall automatically terminate, the unpaid principal
amount of all outstanding Loans and all interest and other amounts as aforesaid
shall automatically become due and payable, and the obligation of the Company to
Cash Collateralize the L/C Obligations as aforesaid shall automatically become
effective, in each case without further act of the Administrative Agent, the
Issuing Lender or any other Lender.

                  Section 9.3. Application of Funds. After the exercise of
remedies provided for in Section 9.2 (or after the Loans have automatically
become immediately due and payable and the L/C Obligations have automatically
been required to be Cash Collateralized as set forth in the proviso to Section
9.2), any amounts received on account of the Obligations shall be applied by the
Administrative Agent in the following order:

                  first, to payment of that portion of the Obligations
         constituting fees, indemnities, expenses and other amounts (including
         Attorney Costs payable under Section 11.4 and amounts payable under
         Article IV) payable to the Administrative Agent and the Collateral
         Agent in their respective capacities as such;

                  second, to payment of that portion of the Obligations
         constituting fees, indemnities and other amounts (other than principal
         and interest) payable to the Lenders (including Attorney Costs payable
         under Section 11.4 and amounts payable under Article IV), ratably among
         them in proportion to the amounts described in this clause second
         payable to them;

                  third, to payment of that portion of the Obligations
         constituting accrued and unpaid interest on the Loans and L/C
         Borrowings, ratably among the Lenders in proportion to the respective
         amounts described in this clause third payable to them;

                  fourth, to payment of that portion of the Obligations
         constituting unpaid principal of the Loans and L/C Borrowings, ratably
         among the Lenders in proportion to the respective amounts described in
         this clause fourth held by them;

                  fifth, to the Administrative Agent for the account of the
         Issuing Lender, to Cash Collateralize that portion of L/C Obligations
         in an amount equal to 105% of the aggregate undrawn amount of Letters
         of Credit; and

                  last, the balance, if any, after all of the Obligations have
         been indefeasibly paid in full, to the Company or as otherwise required
         by law.

Subject to Section 3.3, amounts used to Cash Collateralize the aggregate undrawn
amount of Letters of Credit pursuant to clause fifth above shall be applied to
satisfy drawings under such Letters of Credit as they occur. If any amount
remains on deposit as Cash Collateral after all Letters of Credit have either
been fully drawn, cancelled, terminated or expired, such remaining amount shall
be applied to the other Obligations, if any, in the order set forth above.

                  Section 9.4. Rights Not Exclusive. The rights provided for in
this Agreement and the other Loan Documents are cumulative and are not exclusive
of any other rights, powers, privileges or remedies provided by law or in
equity, or under any other instrument, document or agreement now existing or
hereafter arising.

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                                    ARTICLE X

                                   THE AGENTS

                  Section 10.1. Appointment and Authorization. (a) Each Lender
(in its capacity as a Lender, Swingline Lender (if applicable), Issuing Lender
(if applicable) and a potential hedge counterparty) hereby irrevocably (subject
to Section 10.9) appoints, designates and authorizes Bank of America as the
Administrative Agent and Collateral Agent for the Lenders or Secured Parties as
the case may be, to take such action on its behalf under the provisions of this
Agreement and each other Loan Document and to exercise such powers and perform
such duties as are expressly delegated to it by the terms of this Agreement or
any other Loan Document, together with such powers as are reasonably incidental
thereto. Each Lender hereby further appoints JPMorgan Chase as Syndication Agent
for the Lenders and Morgan Stanley and UBS, as Co-Documentation Agents for the
Lenders. The Syndication Agent and the Co-Documentation Agents, in their
respective capacities as such, shall have no rights or duties hereunder or under
any other Loan Document. Notwithstanding any provision to the contrary contained
elsewhere in this Agreement or in any other Loan Document, neither the
Administrative Agent nor the Collateral Agent shall have any duties or
responsibilities, except those expressly set forth herein, nor shall the
Administrative Agent or the Collateral Agent have or be deemed to have any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent or the Collateral Agent. Without limiting the generality of
the foregoing sentence, the use of the term "agent" in this Agreement and in the
other Loan Documents with reference to the Administrative Agent or the
Collateral Agent is not intended to connote any fiduciary or other implied (or
express) obligation arising under agency doctrine of any applicable law.
Instead, such term is used merely as a matter of market custom, and is intended
to create or reflect only an administrative relationship between independent
contracting parties.

                  (b)      The Issuing Lender shall act on behalf of the Lenders
with respect to any Letters of Credit Issued by it and the documents associated
therewith, and the Issuing Lender shall have all of the benefits and immunities
(i) provided to the Administrative Agent in this Article X with respect to any
acts taken or omissions suffered by the Issuing Lender in connection with
Letters of Credit Issued by it or proposed to be Issued by it and the
applications and agreements for letters of credit pertaining to the Letters of
Credit as fully as if the term "Administrative Agent", as used in this Article X
and in the definition of "Agent-Related Person" included the Issuing Lender with
respect to such acts or omissions and (ii) as additionally provided in this
Agreement with respect to the Issuing Lender.

                  Section 10.2. Delegation of Duties. The Administrative Agent
and the Collateral Agent may execute any of their duties under this Agreement or
any other Loan Document (including for purposes of holding or enforcing any Lien
on the Collateral (or any portion thereof) granted under the Collateral
Documents or of exercising any rights and remedies thereunder) by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of
counsel and other consultants or experts concerning all matters pertaining to
such duties. Neither the Administrative Agent nor the Collateral Agent shall be
responsible for the negligence

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or misconduct of any agent or attorney-in-fact that it selects in the absence of
gross negligence or willful misconduct.

                  Section 10.3. Liability of Agents. None of the Agent-Related
Persons shall (a) be liable for any action taken or omitted to be taken by any
of them under or in connection with this Agreement or any other Loan Document or
the transactions contemplated hereby (except for its own gross negligence or
willful misconduct in connection with its duties expressly set forth herein) or
(b) be responsible in any manner to any Lender or participant for any recital,
statement, representation or warranty made by any Loan Party or any Subsidiary
or Affiliate thereof, or any officer thereof, contained in this Agreement or in
any other Loan Document, or in any certificate, report, statement or other
document referred to or provided for in, or received by the Administrative Agent
or the Collateral Agent under or in connection with, this Agreement or any other
Loan Document, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document, or the existence,
creation, validity, attachment, perfection, enforceability, value or sufficiency
of any collateral security for the Obligations or for any failure of the Company
or any other party to any Loan Document to perform its obligations hereunder or
thereunder. No Agent-Related Person shall be under any obligation to any Lender
or participant to ascertain or to inquire as to the observance or performance of
any of the agreements contained in, or conditions of, this Agreement or any
other Loan Document, or to inspect the properties, books or records of any Loan
Party or any of their respective Subsidiaries or Affiliates.

                  Section 10.4. Reliance by Agents. (a) The Administrative Agent
and the Collateral Agent shall be entitled to rely, and shall be fully protected
in relying, upon any writing, communication, signature, resolution,
representation, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, electronic mail message, statement or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons, and upon advice
and statements of legal counsel (including counsel to any Loan Party),
independent accountants and other experts selected by the Administrative Agent
and the Collateral Agent. The Administrative Agent and the Collateral Agent
shall be fully justified in failing or refusing to take any action under this
Agreement or any other Loan Document unless it shall first receive such advice
or concurrence of the Required Lenders as it deems appropriate and, if it so
requests, it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent and
the Collateral Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Loan Document in
accordance with a request or consent of the Required Lenders (or such greater
number of Lenders or may be expressly required hereby in any instance) and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all of the Lenders.

                  (b)      For purposes of determining compliance with the
conditions specified in Section 5.1, each Lender that has signed this Agreement
shall be deemed to have consented to, approved or accepted or to be satisfied
with, each document or other matter required thereunder to be consented to or
approved by or acceptable or satisfactory to a Lender unless the Administrative
Agent shall have received notice from such Lender prior to the proposed Initial
Distribution Date specifying its objection thereto.

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                  Section 10.5. Notice of Default. Neither the Administrative
Agent nor the Collateral Agent shall be deemed to have knowledge or notice of
the occurrence of any Default or Event of Default except, in the case of the
Administrative Agent, with respect to defaults in the payment of principal,
interest and fees required to be paid to the Administrative Agent for the
account of the Lenders, unless the Administrative Agent or the Collateral Agent,
as the case may be, shall have received written notice from a Lender or the
Company referring to this Agreement, describing such Default or Event of Default
and stating that such notice is a "notice of default". Each of the
Administrative Agent and the Collateral Agent will notify the Lenders of its
receipt of any such notice. The Administrative Agent shall take such action with
respect to such Default or Event of Default as may be directed by the Required
Lenders in accordance with Article IX; provided, however, that unless and until
the Administrative Agent or the Collateral Agent, as the case may be, has
received any such direction, the Administrative Agent or the Collateral Agent,
as the case may be, may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable or in the best interest of the Lenders.

                  Section 10.6. Credit Decision; Disclosure of Information by
Administrative Agent. Each Lender acknowledges that none of the Agent-Related
Persons has made any representation or warranty to it, and that no act by the
Administrative Agent or the Collateral Agent hereafter taken, including any
consent to and acceptance of any assignment or review of the affairs of any Loan
Party and its Subsidiaries and Affiliates, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Lender as to any
matter, including whether Agent-Related Persons have disclosed material
information in their possession. Each Lender represents to the Administrative
Agent that it has, independently and without reliance upon any Agent-Related
Person and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, prospects,
operations, property, financial and other condition and creditworthiness of the
Loan Parties and their respective Affiliates, and all applicable bank or other
regulatory laws relating to the transactions contemplated hereby, and made its
own decision to enter into this Agreement and to extend credit to the Company
and the other Loan Parties hereunder. Each Lender also represents that it will,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Company and the other Loan Parties. Except for notices,
reports and other documents expressly herein required to be furnished to the
Lenders by the Administrative Agent, or the Collateral Agent, as the case may
be, neither the Administrative Agent nor the Collateral Agent shall have any
duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of any Loan Party and their respective
Affiliates which may come into the possession of any of the Agent-Related
Persons.

                  Section 10.7. Indemnification of Agents. Whether or not the
transactions contemplated hereby are consummated, the Lenders shall indemnify
upon demand the Agents and the Agent-Related Persons (to the extent not
reimbursed by or on behalf of the Company or any Guarantor and without limiting
the obligation of the Company or any such Guarantor to do

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so), pro rata, and hold harmless the Agents and the Agent-Related Persons from
and against any and all Indemnified Liabilities incurred by the Agents or the
Agent-Related Persons in their capacities as such; provided, however, that no
Lender shall be liable for the payment to any Agent or Agent-Related Person of
any portion of the Indemnified Liabilities to the extent determined in a final,
nonappealable judgment by a court of competent jurisdiction to have resulted
from such Agent's or such Agent-Related Person's own gross negligence or willful
misconduct; provided further, however, that no action taken in accordance with
the directions of the Required Lenders shall be deemed to constitute gross
negligence or willful misconduct for purposes of this Section. In the case of
any investigation, litigation or proceeding giving rise to any Indemnified
Liabilities, this Section 10.7 applies whether any such investigation,
litigation or proceeding is brought by an Lender or any other Person. Without
limitation of the foregoing, each Lender shall reimburse each Agent upon demand
for its ratable share of any costs or out-of-pocket expenses (including Attorney
Costs) incurred by such Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, any other Loan
Document, or any document contemplated by or referred to herein, to the extent
that such Agent is not reimbursed for such expenses by or on behalf of the
Company. The undertaking in this Section shall survive the payment of all
Obligations hereunder and the resignation or replacement of any Agent.

                  Section 10.8. Bank of America, JPMorgan Chase, Harris Bank,
Morgan Stanley and UBS in Their Individual Capacity. Each of Bank of America,
JPMorgan Chase, Harris Bank, Morgan Stanley and UBS and each of their respective
Affiliates may make loans to, issue letters of credit for the account of, accept
deposits from, acquire equity interests in and generally engage in any kind of
banking, trust, financial advisory, underwriting or other business with the Loan
Parties and their respective Affiliates as though Bank of America, JPMorgan
Chase, Harris Bank, Morgan Stanley or UBS, as the case may be, were not an Agent
hereunder and without notice to or consent of the Lenders. The Lenders
acknowledge that, pursuant to such activities, each of Bank of America, JPMorgan
Chase, Harris Bank, Morgan Stanley or UBS or any of their respective Affiliates
may receive information regarding the Loan Parties or their respective
Affiliates (including information that may be subject to confidentiality
obligations in favor of the Loan Parties or such Affiliates) and acknowledge
that no Agent shall be under any obligation to provide such information to them.
With respect to its Loans, each of Bank of America, JPMorgan Chase, Harris Bank,
Morgan Stanley or UBS or any of their respective Affiliates shall have the same
rights and powers under this Agreement as any other Lender Parties and may
exercise such rights and powers as though, and the terms "Lender" and "Lenders"
include Bank of America, JPMorgan Chase, Harris Bank, Morgan Stanley and UBS
even in its individual capacity.

                  Section 10.9. Successor Administrative Agent. The
Administrative Agent may, and at the request of the Required Lenders shall,
resign as Administrative Agent upon 30 days' notice to the Lenders and the
Company; provided that any such resignation by Bank of America shall also
constitute a resignation as Collateral Agent, Issuing Lender and Swingline
Lender. If the Administrative Agent resigns under this Agreement, the Required
Lenders shall, with the consent of the Company so long as no Default or Event of
Default has occurred and is continuing (which consent shall not be unreasonably
withheld or delayed), appoint from among the Lenders a successor agent for the
Lenders. If no successor administrative agent is appointed prior to the

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effective date of the resignation of the Administrative Agent, the
Administrative Agent may appoint, after consulting with the Lenders and the
Company, a successor administrative agent from among the Lenders. Upon the
acceptance of its appointment as successor administrative agent hereunder, such
successor administrative agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent, Collateral Agent, Issuing Lender
and Swingline Lender and the respective terms "Administrative Agent",
"Collateral Agent", "Issuing Lender" and "Swingline Lender" shall mean such
successor administrative agent, collateral agent, Letter of Credit issuer and
swing line lender, and the retiring Administrative Agent's appointment, powers
and duties as Administrative Agent shall be terminated and the retiring
Collateral Agent's, Issuing Lender's and Swingline Lender's rights, powers and
duties as such shall be terminated, without any other or further act or deed on
the part of such retiring Collateral Agent, Issuing Lender or Swingline Lender
or any other Lender, other than the obligation of the successor Issuing Lender
to issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or to make other arrangements
satisfactory to the retiring Issuing Lender to effectively assume the
obligations of the retiring Issuing Lender with respect to such Letters of
Credit. After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article X and Sections 11.4 and
11.5 shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent under this Agreement. If no successor
agent has accepted appointment as Administrative Agent by the date which is 30
days following a retiring Administrative Agent's notice of resignation, the
retiring Administrative Agent's resignation shall nevertheless thereupon become
effective and the Lenders shall perform all of the duties of the Administrative
Agent hereunder until such time, if any, as the Required Lenders appoint a
successor agent as provided for above.

                  Section 10.10. Collateral Agent May File Proofs of Claim. In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Collateral Agent (irrespective of
whether the principal of any Loan or L/C Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of
whether the Collateral Agent shall have made any demand on the Company) shall be
entitled and empowered, by intervention in such proceeding or otherwise

                  (a)      to file and prove a claim for the whole amount of the
         principal and interest owing and unpaid in respect of the Loans, L/C
         Obligations and all other Obligations that are owing and unpaid and to
         file such other documents as may be necessary or advisable in order to
         have the claims of the Lenders and the Collateral Agent (including any
         claim for the reasonable compensation, expenses, disbursements and
         advances of the Lenders and the Collateral Agent and their respective
         agents and counsel and all other amounts due the Lenders and the
         Collateral Agent under Sections 2.10, 3.8 and 11.4) allowed in such
         judicial proceeding; and

                  (b)      to collect and receive any monies or other property
         payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the

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Collateral Agent and, in the event that the Collateral Agent shall consent to
the making of such payments directly to the Lenders, to pay to the Collateral
Agent any amount due for the reasonable compensation, expenses, disbursements
and advances of the Collateral Agent and its agents and counsel, and any other
amounts due the Collateral Agent under Sections 2.10 and 11.4.

                  Nothing contained herein shall be deemed to authorize the
Collateral Agent to authorize or consent to or accept or adopt on behalf of any
Lender any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or to authorize the
Collateral Agent to vote in respect of the claim of any Lender in any such
proceeding.

                  Section 10.11. Collateral and Guaranty Matters. The Lenders
irrevocably authorize the Collateral Agent, at its option and in its discretion,

                  (a)      to release any Lien on any property granted to or
         held by the Collateral Agent under any Loan Document (i) upon
         termination of the Commitments and payment in full of all Obligations
         (other than contingent indemnification obligations) and the expiration,
         termination, cancellation or cash collateralization of all Letters of
         Credit, (ii) that is sold or to be sold as part of or in connection
         with any sale permitted hereunder or under any other Loan Document, or
         (iii) subject to, Section 11.1, if approved, authorized or ratified in
         writing by the Required Lenders;

                  (b)      to subordinate any Lien on any property granted to or
         held by the Collateral Agent under any Loan Document to the holder of
         any Lien on such property that is permitted by Section 8.1(i) or
         8.1(j); and

                  (c)      to release any Material Subsidiary from its
         obligations under any Loan Document to which it is a party if such
         ceases to be a Material Subsidiary of the Company or DMFC as a result
         of a transaction permitted hereunder.

                  Upon request by the Collateral Agent at any time, the Required
Lenders will confirm in writing the Collateral Agent's authority to release or
subordinate its interest in particular types or items of property, or to release
any Guarantor from its obligations under the Guaranty pursuant to this Section
10.11.

                  Section 10.12. Other Agents; Arrangers and Managers. None of
the Lenders or other Persons identified on the facing page or signature pages of
this Agreement as a "syndication agent", "co-documentation agent", "co-agent",
"book manager", "lead manager", "arranger", "lead arranger" or "co-arranger"
shall have any right, power, obligation, liability, responsibility or duty under
this Agreement other than, in the case of such Lenders, those applicable to all
Lenders as such. Without limiting the foregoing, none of the Lenders or other
Persons so identified shall have or be deemed to have any fiduciary relationship
with any Lender. Each Lender acknowledges that it has not relied, and will not
rely, on any of the Lenders or other Persons so identified in deciding to enter
into this Agreement or in taking or not taking action hereunder.

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                                   ARTICLE XI

                                  MISCELLANEOUS

                  Section 11.1. Amendments and Waivers. No amendment or waiver
of any provision of this Agreement or any other Loan Document, and no consent
with respect to any departure by any Loan Party therefrom, shall be effective
unless the same shall be in writing and signed by the Required Lenders and such
Loan Party and acknowledged by the Administrative Agent, and then any such
waiver or consent shall be effective only if in writing and in the specific
instance and for the specific purpose for which given; provided that no such
amendment, waiver or consent shall:

                  (a)      waive any condition set forth in Section 5.1 or 5.2
         without the written consent of each Lender;

                  (b)      extend or increase any Commitment of any Lender (or
         reinstate any Commitment terminated pursuant to Section 9.2) or require
         any Lender to make any Loan in excess of such Lender's ratable share of
         any Borrowing without the written consent of such Lender;

                  (c)      postpone any date scheduled for any payment of
         principal (or reduce the amount of principal scheduled for payment on
         such date) or interest under Section 2.8 or 2.9 or any date fixed by
         the Administrative Agent for the payment of fees or other amounts due
         to the Lenders (or any of them) hereunder or under any other Loan
         Document without the written consent of each Lender directly affected
         thereby;

                  (d)      reduce the principal of, or the rate of interest
         specified herein on, any Loan or L/C Borrowing, or any fees or other
         amounts payable hereunder or under any other Loan Document, or change
         the computation of any financial ratio (including any change in any
         applicable defined term) used in determining the Applicable Percentage
         or Applicable Rate that would result in a reduction of any interest
         rate on any Loan or any fee payable hereunder without the written
         consent of each Lender directly affected thereby;

                  (e)      change Section 2.13 or Section 9.3 in a manner that
         would alter the pro rata sharing or application of payments required
         thereby without the prior written consent of each of the Required Term
         A Lenders, the Required Term B Lenders and the Required Revolving
         Credit Lenders;

                  (f)      change the order of application of any reduction in
         the Commitments in the applicable provisions of Section 2.6 in any
         manner that materially and adversely affects the Lenders under such
         Facilities, without the written consent of each Lender so affected;

                  (g)      change any provision of this Section 11.1 or the
         definition of "REQUIRED LENDERS", "REQUIRED REVOLVING CREDIT LENDERS",
         "REQUIRED TERM A LENDERS" or "REQUIRED TERM B LENDERS" or any other
         provision hereof specifying the number or percentage of Lenders
         required to amend, waive or otherwise modify any rights

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         hereunder or make any determination or grant any consent hereunder,
         without the written consent of each relevant Lender;

                  (h)      waive, amend or consent to any change in the advance
         rates or any other term of the definition of "BORROWING BASE" or the
         definitions of "ELIGIBLE INVENTORY" or "ELIGIBLE RECEIVABLES" or this
         Section 11.1(h) without the written consent of the Required Term A
         Lenders, Required Term B Lenders and the Required Revolving Credit
         Lenders;

                  (i)      waive, amend or consent to any change in the
         definition of "MANDATORY PREPAYMENT EVENT" or any provision of this
         Agreement or any other Loan Document which would result in any change
         in the allocation of Designated Proceeds to prepay any of the
         outstanding Loans pursuant to Section 2.7 or this Section 11.1(i)
         without the written consent of the Required Term A Lenders, Required
         Term B Lenders and the Required Revolving Credit Lenders;

                  (j)      waive, amend or consent to any change in respect of
         Section 2.7(a)(ii) or Section 2.7(g) to the extent such provision
         specifically relates to the Term B Lenders, without the written consent
         of the Required Term B Lenders;

                  (k)      release all or substantially all of the Collateral in
         any transaction or series of related transactions without the written
         consent of each Lender; or

                  (1)      release any Guarantor (other than any Non-Material
         Subsidiary Guarantor) from any Guaranty Obligation under the Loan
         Documents without the written consent of each Lender;

and provided further that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Issuing Lender in addition to the Lenders required
above, affect the rights or duties of the Issuing Lender under this Agreement or
any Letter of Credit Application relating to any Letter of Credit issued or to
be issued by it; (ii) no amendment, waiver or consent shall, unless in writing
and signed by the Swing Line Lender in addition to the Lenders required above,
affect the rights or duties of the Swing Line Lender under this Agreement; (iii)
no amendment, waiver or consent shall, unless in writing and signed by any
relevant Agent in addition to the Lenders required above, affect the rights or
duties of such Agent under this Agreement or any other Loan Document; (iv)
Section 11.7(h) may not be amended, waived or otherwise modified without the
consent of each Granting Lender all or any part of whose Loans are being funded
by an SPC at the time of such amendment, waiver or other modification; (v) prior
to the Time of Merger, no amendment, waiver or consent shall be effective unless
in writing and signed by Existing Del Monte; (vi) any waiver of any failure to
comply with the provisions of Section 7.15(d) or 7.15(e) for a period of thirty
days after the period provided for in such Section for compliance therewith
shall be effective with the sole written consent of each of the Arrangers; and
(vii) the Fee Letter may be amended, or rights or privileges thereunder waived,
in a writing executed only by the parties thereto.

                  Section 11.2. Notices and Other Communications; Facsimile
Copies. (a) General. Unless otherwise expressly provided herein, all notices and
other communications

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provided for hereunder shall be in writing (including by facsimile
transmission). All such written notices shall be mailed, faxed or delivered to
the applicable address, facsimile number or (subject to clause (c) below)
electronic mail address, and all notices and other communications expressly
permitted hereunder to be given by telephone shall be made to the applicable
telephone number, as follows:

                  (i)      if to the Company, the Administrative Agent, the
         Collateral Agent, the Issuing Lender or the Swingline Lender, to the
         address, facsimile number, electronic mail address or telephone number
         specified for such Person on Schedule 11.2 or to such other address,
         facsimile number, electronic mail address or telephone number as shall
         be designated by such party in a notice to the other parties; and

                  (ii)     if to any other Lender, to the address, facsimile
         number, electronic mail address or telephone number specified in its
         Administrative Questionnaire or to such other address, facsimile
         number, electronic mail address or telephone number as shall be
         designated by such party in a notice to the Company, the Administrative
         Agent, the Issuing Lender and the Swingline Lender.

All such notices and other communications shall be deemed to be given or made
upon the earlier to occur of (i) actual receipt by the relevant party hereto and
(ii) (A) if delivered by hand or by courier, when signed for by or on behalf of
the relevant party hereto; (B) if delivered by mail, four Business Days after
deposit in the mails (certified or registered), postage prepaid; (C) if
delivered by facsimile, when sent and receipt has been confirmed by telephone;
and (D) if delivered by electronic mail (which form of delivery is subject to
the provisions of Section 11.2(c) below), when delivered; provided, however,
that notices and other communications to the Administrative Agent, the Issuing
Lender and the Swingline Lender pursuant to Article II shall not be effective
until actually received by such Person. In no event shall a voicemail message be
effective as a notice, communication or confirmation hereunder.

                  (b)      Effectiveness of Facsimile Documents and Signatures.
Loan Documents may be transmitted and/or signed by facsimile. The effectiveness
of any such documents and signatures shall, subject to applicable law, have the
same force and effect as manually-signed originals and shall be binding on each
Loan Party, the Agents and the Lenders. The Administrative Agent may also
require that any such documents and signatures be confirmed by a manually-signed
original thereof; provided, however, that the failure to request or deliver the
same shall not limit the effectiveness of any facsimile document or signature.

                  (c)      Electronic Communications. Notices and other
communications to the Agents, the Lenders, the Issuing Lender or the Swingline
Lender hereunder may be delivered or furnished by electronic communications
(including e-mail and Internet or intranet websites) pursuant to procedures
approved by the Administrative Agent; provided that the foregoing shall not
apply to notices pursuant to Article II or III unless otherwise agreed by the
Administrative Agent and the applicable Lender and, to the extent applicable,
Swingline Lender and the Issuing Lender. The Administrative Agent or the Company
may, in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it;
provided that approval of such procedures may be limited to particular notices
or communications.

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                  (d)      Reliance by Agents and Lenders. The Administrative
Agent, the Collateral Agent and the Lenders shall be entitled to rely and act
upon any notices (including telephonic Notices of Borrowing and Notices of
Conversion/Continuation) purportedly given by or on behalf of the Company even
if (i) such notices were not made in a manner specified herein, were incomplete
or were not preceded or followed by any other form of notice specified herein,
or (ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof. The Company shall indemnify each Agent-Related Person and
each Lender from all losses, costs, expenses and liabilities resulting from the
reliance by such Person on each notice purportedly given by or on behalf of the
Company. All telephonic notices to and other communications with the
Administrative Agent and the Collateral Agent may be recorded by the
Administrative Agent and the Collateral Agent, and each of the parties hereto
hereby consents to such recording.

                  Section 11.3. No Waiver; Cumulative Remedies. No failure by
any Lender, the Administrative Agent or the Collateral Agent to exercise, and no
delay by any such Person in exercising any right, remedy, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

                  Section 11.4. Costs and Expenses. The Company shall:

                  (a)      whether or not the transactions contemplated hereby
         are consummated, pay or reimburse the Agents and the Arrangers and
         their Affiliates (including Bank of America in its capacities as
         Swingline Lender and Issuing Lender) within five Business Days after
         demand therefor (subject to Sections 5.1(b), 5.2(b) and S.2(c)) for all
         reasonable and documented costs and expenses incurred by the Agents and
         the Arrangers and their Affiliates in connection with the development,
         preparation, delivery, administration and execution of, and any
         amendment, supplement, waiver or modification to (in each case, whether
         or not consummated), this Agreement, any Loan Document and any other
         document prepared in connection herewith or therewith, and the
         consummation of the transactions contemplated hereby and thereby,
         including Attorney Costs incurred by the Agents and the Arrangers with
         respect thereto; and

                  (b)      pay or reimburse the Administrative Agent, the
         Collateral Agent and each Lender within five Business Days after demand
         therefor (subject to Sections 5.1(b), 5.2(b) and 5.2(c)) (i) for so
         long as no Insolvency Proceeding with respect to any Loan Party or any
         enforcement action with respect to the Collateral has been commenced,
         the Attorney Costs of the Administrative Agent and the Collateral Agent
         and all other costs and expenses incurred by either thereof or any
         Lender (other than any Attorney Costs) or (ii) in the event (A) any
         Insolvency Proceeding has been commenced with respect to any Loan Party
         or (B) any enforcement action with respect to the Collateral has been
         commenced, the Attorney Costs of the Administrative Agent, the
         Collateral Agent and each Lender and all other costs and expenses
         incurred by them in connection, in either case, with the enforcement,
         attempted enforcement or preservation of any right or remedy under this
         Agreement or any other Loan Document.

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                  The foregoing costs and expenses shall include all search,
filing, recording, title insurance and appraisal charges and fees and taxes
related thereto, and other out-of-pocket expenses incurred by the Administrative
Agent, the Collateral Agent and the cost of independent public accountants and
other outside experts retained by the Administrative Agent, the Collateral Agent
or any Lender. The agreements in this Section shall survive the termination of
the Commitments and repayment of all other Obligations.

                  Section 11.5. Company Indemnification. Whether or not the
transactions contemplated hereby are consummated, the Company shall indemnify
and hold the Agent-Related Persons, each Agent and each Lender and each of their
respective Affiliates, officers, directors, employees, counsel, agents,
investment advisers, trustees and attorneys-in-fact (each an "INDEMNIFIED
PERSON") harmless from and against any and all liabilities, obligations, losses,
damages, penalties, claims, demands, actions, judgments, suits, costs, charges,
expenses and disbursements (including Attorney Costs) of any kind or nature
whatsoever (excluding costs and expenses specifically referred to in Section
11.4) which may at any time (including at any time following repayment of the
Loans, the termination of the Letters of Credit and the termination, resignation
or replacement of any Agent or replacement of any Lender) be imposed on,
incurred by or asserted against any such Indemnified Person in any way relating
to or arising out of or in connection with (a) the execution, delivery,
enforcement, performance or administration of any Loan Document or any other
agreement, letter or instrument delivered in connection with the transactions
contemplated thereby or the consummation of the transactions contemplated
thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use
of the proceeds therefrom (including any refusal by the Issuing Lender to honor
a demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter
of Credit), (c) any actual or alleged presence or release of Hazardous Materials
on or from any property currently or formerly owned or operated by any Loan
Party or Affiliate thereof, or any environmental liability related in any way to
any Loan Party or Affiliate thereof, or (d) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory (including any investigation
of, preparation for, or defense of any pending or threatened claim,
investigation, litigation or proceeding) and regardless of whether any
Indemnified Person is a party thereto (all the foregoing, collectively, the
"INDEMNIFIED LIABILITIES"), in all cases, whether or not caused by or arising,
in whole or in part, out of the negligence of any Indemnified Person; provided
that such indemnity shall not, as to any Indemnified Person, be available to the
extent that such Indemnified Liabilities are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted directly and
primarily from the gross negligence or willful misconduct of such Indemnified
Person. No Indemnified Person shall be liable for any damages arising from the
use by others of any information or other materials obtained through IntraLinks
or other similar information transmission systems in connection with this
Agreement, nor shall any Indemnified Person have any liability for any indirect
or consequential damages relating to this Agreement or any other Loan Document
or arising out of its activities in connection herewith or therewith (whether
before or after the date hereof). In the case of an investigation, litigation or
other proceeding to which the indemnity in this Section 11.5 applies, such
indemnity shall be effective whether or not such investigation, litigation or
proceeding is brought by any Loan Party, its directors, shareholders or
creditors or an Indemnified Party or any other Person, whether or not an
Indemnified Person is otherwise a party thereto and whether or not any of the
transactions contemplated hereunder or under any of the other Loan Documents

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are consummated. All amounts due under this Section 11.5 shall be payable within
five Business Days after demand therefor. The agreements in this Section shall
survive the resignation of any Agent, the replacement of any Lender, the
termination of the Commitments and the repayment, satisfaction or discharge of
all the other Obligations. Each Agent-Related Person and each Lender agrees that
in the event that any investigation, litigation or proceeding is asserted or
threatened in writing or instituted against it or any other Indemnified Person,
or any remedial, removal or response action which is requested of it or any
other Indemnified Person, for which any Agent-Related Person or Lender may
desire indemnity or defense hereunder, such Agent-Related Person or such Lender
shall notify the Company in writing of such event; provided that failure to so
notify the Company shall not affect the right of any Agent-Related Person or
Lender to seek indemnification under this Section.

                  Section 11.6. Payments Set Aside. To the extent that any
payment by or on behalf of the Company is made to any Agent or the Lenders, or
any Agent or the Lenders exercise their right of set-off, and such payment or
the proceeds of such set-off or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by such Agent or Lender in its
discretion) to be repaid to a trustee or receiver, or any other party, in
connection with any Insolvency Proceeding or otherwise, then (a) to the extent
of such recovery, the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such set-off had not occurred, and (b) each Lender
severally agrees to pay to the Administrative Agent or the Collateral Agent, as
the case may be, upon demand its pro rata share of any amount so recovered from
or repaid by the Administrative Agent or the Collateral Agent, as the case may
be, plus interest thereon from the date of such demand to the date such payment
is made at a rate per annum equal to the Federal Fund Rate from time to time in
effect.

                  Section 11.7. Successors and Assigns. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby, except that
the Company may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender and no
Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an Eligible Assignee in accordance with the provisions
of Section 11.7(b), (ii) by way of participation in accordance with the
provisions of Section 11.7(d), (iii) by way of pledge or assignment of a
security interest subject to the restrictions of Section 11.7(f) or (i) of this
Section, or (iv) to an SPC in accordance with the provisions of Section 11.7(h)
of this Section (and any other attempted assignment or transfer by any party
hereto shall be null and void). Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby, Participants to the
extent provided in 11.7(d) of this Section and, to the extent expressly
contemplated hereby, the Indemnified Persons) any legal or equitable right,
remedy or claim under or by reason of this Agreement.

                  (b)      Any Lender may at any time assign to one or more
Eligible Assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans (including
for purposes of this Section 11.7(b), participations in L/C Obligations and in
Swingline Loans) at the time owing to it); provided that (i) except in the case

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of an assignment of the entire remaining amount of the assigning Lender's
Commitment and the Loans at the time owing to it or in the case of an assignment
to a Lender or an Affiliate of a Lender or an Approved Fund (as defined in
Section 11.7(j)) of any Lender, the aggregate amount of the Commitment (which
for this purpose includes Loans outstanding thereunder) subject to each such
assignment, determined as of the date the Assignment and Assumption with respect
to such assignment is delivered to the Administrative Agent or, if "Trade Date"
is specified in the Assignment and Assumption, as of the Trade Date, shall not
be less than $5,000,000 in the case of any assignment of any rights or
obligations in respect of any of the Term A Facility or the Revolving Credit
Facility or $1,000,000 or Euro 1,000,000, as applicable, in the case of any
assignment of any rights or obligations in respect of the Term B Facility unless
each of the Administrative Agent and, so long as no Event of Default has
occurred and is continuing, the Company otherwise consents (each such consent
not to be unreasonably withheld or delayed); (ii) each partial assignment shall
be made as an assignment of a proportionate part of all the assigning Lender's
rights and obligations under this Agreement with respect to the Loans or the
Commitment assigned, except that this clause (ii) shall not apply to rights in
respect of Swingline Loans; (iii) any assignment of a Commitment must be
approved by the Administrative Agent, the Issuing Lender and the Swingline
Lender unless the Person that is the proposed assignee is itself a Lender
(whether or not the proposed assignee would otherwise qualify as an Eligible
Assignee); and (iv) the parties to each assignment shall execute and deliver to
the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500. Subject to acceptance and recording
thereof by the Administrative Agent pursuant to Section 11.7(c), from and after
the effective date specified in each Assignment and Assumption, the Eligible
Assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender's
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections
4.1, 4.4, 4.5, 11.4 and 11.5 with respect to facts and circumstances occurring
prior to the effective date of such assignment); provided, however, the Company
shall not as a result of any assignment, delegation or participation by any
Lender, incur any increased liability for Taxes or Other Taxes pursuant to
Section 4.1 at the time of such assignment, delegation or participation. Upon
request, the Company (at its expense) shall execute and deliver a Note to the
assignee Lender. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this subsection shall be treated
for purposes of this Agreement as a sale by such Lender of a participation in
such rights and obligations in accordance with Section 11.7(d).

                  (c)      The Administrative Agent, acting solely for this
purpose as an agent of the Company, shall maintain at the Agent's Payment Office
a copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the "REGISTER"). The entries in
the Register shall be conclusive, and the Company, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the

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contrary. The Register shall be available for inspection by the Company and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.

                  (d)      Any Lender may at any time, without the consent of,
or notice to, the Company or the Administrative Agent, sell participations to
any Person (other than a natural person or the Company or any of the Company's
Affiliates or Subsidiaries) (each, a "PARTICIPANT") in all or a portion of such
Lender's rights and/or obligations under this Agreement (including all or a
portion of its Commitment and/or the Loans (including such Lender's
participations in L/C Obligations and/or Swingline Loans) owing to it); provided
that (i) such Lender's obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations and (iii) the Company, the Administrative
Agent and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in the first proviso to
Section 11.1 that directly affects such Participant. Subject to subsection (e)
of this Section, the Company agrees that each Participant shall be entitled to
the benefits of Sections 4.1,4.4 and 4.5 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 11.9 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.13 as though it were a
Lender.

                  (e)      A Participant shall not be entitled to receive any
greater payment under Section 4.1 or 4.4 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with the Company's prior written consent. A Participant that would be a Foreign
Lender if it were a Lender shall not be entitled to the benefits of Section 4.1
unless the Company is notified of the participation sold to such Participant and
such Participant agrees, for the benefit of the Company, to comply with Section
11.17 as though it were a Lender.

                  (f)      Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided that no such pledge or assignment shall release such Lender from
any of its obligations hereunder or substitute any such pledgee or assignee for
such Lender as a party hereto.

                  (g)      As used herein, the following terms have the
following meanings:

                  "ELIGIBLE ASSIGNEE" means (i) a Lender; (ii) an Affiliate of a
         Lender; (iii) an Approved Fund; and (iv) any other Person (other than a
         natural person) approved by (A) the Administrative Agent, the Issuing
         Lender and the Swingline Lender, and (B) unless an Event of Default has
         occurred and is continuing, the Company (each such approval not to be
         unreasonably withheld or delayed); provided that notwithstanding the

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         foregoing, "ELIGIBLE ASSIGNEE" shall not include the Company or any of
         the Company's Affiliates or Subsidiaries.

                  "FUND" means any Person (other than a natural person) that is
         (or will be) engaged in making, purchasing, holding or otherwise
         investing in commercial loans and similar extensions of credit in the
         ordinary course of its business.

                  "APPROVED FUND" means any Fund that is administered or managed
         by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an
         Affiliate of an entity that administers or manages a Lender.

                  (h)      Notwithstanding anything to the contrary contained
herein, any Lender (a "GRANTING LENDER") may grant to a special purpose funding
vehicle identified as such in writing from time to time by the Granting Lender
to the Administrative Agent and the Company (an "SPC") the option to provide all
or any part of any Loan that such Granting Lender would otherwise be obligated
to make pursuant to this Agreement; provided that (i) nothing herein shall
constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects
not to exercise such option or otherwise fails to make all or any part of such
Loan, the Granting Lender shall be obligated to make such Loan pursuant to the
terms hereof. Each party hereto hereby agrees that (i) neither the grant to any
SPC nor the exercise by any SPC of such option shall increase the costs or
expenses or otherwise increase or change the obligations of the Company under
this Agreement (including its obligations under Section 4.4), (ii) no SPC shall
be liable for any indemnity or similar payment obligation under this Agreement
for which a Lender would be liable, and (iii) the Granting Lender shall for all
purposes, including the approval of any amendment, waiver or other modification
of any provision of any Loan Document, remain the lender of record hereunder.
The making of a Loan by an SPC hereunder shall utilize the Commitment of the
Granting Lender to the same extent, and as if, such Loan were made by such
Granting Lender. In furtherance of the foregoing, each party hereto hereby
agrees (which agreement shall survive the termination of this Agreement) that,
prior to the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior debt of any SPC, it will not
institute against, or join any other Person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding
under the laws of the United States or any State thereof. Notwithstanding
anything to the contrary contained herein, any SPC may (i) with notice to, but
without prior consent of the Company and the Administrative Agent and without
paying any processing fee therefor assign all or any portion of its right to
receive payment with respect to any Loan to the Granting Lender and (ii)
disclose on a confidential basis any non-public information relating to its
funding of Loans to any rating agency, commercial paper dealer or provider of
any surety or Guarantee or credit or liquidity enhancement to such SPC.

                  (i)      Notwithstanding anything to the contrary contained
herein, any Lender that is a Fund may create a security interest in all or any
portion of the Loans owing to it and the Note, if any, held by it to the trustee
for holders of obligations owed, or securities issued, by such Fund as security
for such obligations or securities; provided that unless and until such trustee
actually becomes a Lender in compliance with the other provisions of this
Section 11.7, (i) no such pledge shall release the pledging Lender from any of
its obligations under the Loan Documents and (ii) such trustee shall not be
entitled to exercise any of the rights of a Lender

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under the Loan Documents even though such trustee may have acquired ownership
rights with respect to the pledged interest through foreclosure or otherwise.

                  Section 11.8. Confidentiality. Each of the Administrative
Agent, the Collateral Agent and the Lenders agrees to maintain, and to cause its
Affiliates to maintain, the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential); (b) to the extent requested
by any regulatory authority; (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process; (d) to any other party
to this Agreement; (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder; (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any Eligible Assignee of
or Participant in, or any prospective Eligible Assignee of or Participant in,
any of its rights or obligations under this Agreement or (ii) any direct or
indirect contractual counterparty or prospective counterparty (or such
contractual counterparty's or prospective counterparty's professional advisor)
to any credit derivative transaction relating to obligations of any Loan Party;
(g) with the consent of the Company; (h) to the extent such Information (i)
becomes publicly available other than as a result of a breach of this Section or
(ii) becomes available to the Administrative Agent, the Collateral Agent or any
Lender on a nonconfidential basis from a source other than the Company; or (i)
to the National Association of Insurance Commissioners or any other similar
organization. In addition, the Administrative Agent and the Lenders may disclose
the existence of this Agreement and information about this Agreement to market
data collectors, similar service providers to the lending industry, and service
providers to the Administrative Agent, the Collateral Agent and the Lenders in
connection with the administration and management of this Agreement, the other
Loan Documents, the Commitments, and the extensions of credit hereunder. For the
purposes of this Section, "INFORMATION" means all information received from any
Loan Party relating to any Loan Party or their respective businesses, other than
any such information that is available to the Administrative Agent, the
Collateral Agent or any Lender on a nonconfidential basis prior to disclosure by
any Loan Party.

                  Section 11.9. Set-off. (a) In addition to any right or remedy
of the Lenders provided by law, if an Event of Default exists, or the Loans have
been accelerated, each Lender is authorized at any time and from time to time,
without prior notice to the Loan Party, any such notice being waived by such
Loan Party to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any
time held by, and other indebtedness at any time owing by, such Lender or any
Affiliate of such Lender to or for the credit or the account of such Loan Party
against any and all Obligations then due and owing to such Lender and each
Affiliate of such Lender and each Lender and Affiliate of such Lender is hereby
irrevocably authorized to permit such set-off and application. Each Lender
agrees promptly to notify the Company and the Administrative Agent after any
such set-off and application made by such Lender or its Affiliates; provided
that the failure to give such notice shall not affect the validity of such
set-off and application.

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                  (b)      Notwithstanding anything in clause (a) to the
contrary, if at any time the Obligations shall be secured by real property
located in the State of California, no Lender shall exercise any such right of
set-off or take any other similar action unless such action is taken by the
Collateral Agent or the Required Lenders or approved in writing by the
Collateral Agent or Required Lenders, if the effect of such set-off or other
action would or might (pursuant to Sections 580a, 580b, 580d and 726 of the
California Code of Civil Procedure or Section 2924 of the California Civil Code,
if applicable, or otherwise) affect or impair the validity, priority or
enforceability of the Liens granted to the Secured Parties pursuant to the
Collateral Documents or the enforceability of the notes or any of the other
Obligations, and any attempted exercise by an Lender of any such right without
obtaining such consent of the Collateral Agent or the Required Lenders shall be
null and void. This clause (b) shall be solely for the benefit of each of the
Lenders.

                  Section 11.10. Automatic Debits of Fees. With respect to any
commitment fee, arrangement fee, agency fee, letter of credit fee or other fee,
or any other cost or expense (including Attorney Costs) due and payable to the
Administrative Agent, the Collateral Agent, the Swingline Lender or the Issuing
Lender under the Loan Documents, the Company or any of its Subsidiaries hereby
irrevocably authorizes Bank of America to debit any deposit account of the
Company or any of its Subsidiaries with Bank of America in an amount such that
the aggregate amount debited from all such deposit accounts does not exceed such
fee or other cost or expense. If there are insufficient funds in such deposit
accounts to cover the amount of the fee or other cost or expense then due, such
debits will be reversed (in whole or in part, in Bank of America's sole
discretion) and such amount not debited shall be deemed to be unpaid. No such
debit under this Section shall be deemed a set-off.

                  Section 11.11. Notification of Addresses, Lending Offices,
Etc. Each Lender shall notify the Administrative Agent in writing of any change
in the address to which notices to such Lender should be directed, of addresses
of any Lending Office, of payment instructions in respect of all payments to be
made to it hereunder and of such other administrative information as the
Administrative Agent shall reasonably request.

                  Section 11.12. Interest Rate Limitation. Notwithstanding
anything to the contrary contained in any Loan Document, the interest paid or
agreed to be paid under the Loan Documents shall not exceed the maximum rate of
non-usurious interest permitted by applicable law (the "MAXIMUM RATE"). If the
Administrative Agent or any Lender shall receive interest in an amount that
exceeds the Maximum Rate, the excess interest shall be applied to the principal
of the Loans or, if it exceeds such unpaid principal, refunded to the Company.
In determining whether the interest contracted for, charged, or received by the
Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to
the extent permitted by applicable law, (a) characterize any payment that is not
principal as an expense, fee, or premium rather than interest, (b) exclude
voluntary prepayments and the effects thereof, and (c) amortize, prorate,
allocate, and spread in equal or unequal parts the total amount of interest
throughout the contemplated term of the Obligations hereunder.

                  Section 11.13. Counterparts. This Agreement may be executed in
any number of separate counterparts, each of which, when so executed, shall be
deemed an original, and all of which taken together shall constitute but one and
the same instrument.

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                  Section 11.14. Integration. This Agreement, together with the
other Loan Documents, comprises the complete and integrated agreement of the
parties on the subject matter hereof and thereof and supersedes all prior
agreements, written or oral, on such subject matter. In the event of any
conflict between the provisions of this Agreement and those of any other Loan
Document, the provisions of this Agreement shall control; provided that the
inclusion of supplemental rights or remedies in favor of the Administrative
Agent, the Collateral Agent or the Lenders in any other Loan Document shall not
be deemed a conflict with this Agreement. Each Loan Document was drafted with
the joint participation of the respective parties thereto and shall be construed
neither against nor in favor of any party, but rather in accordance with the
fair meaning thereof.

                  Section 11.15. Survival of Representations and Warranties. All
representations and warranties made hereunder and in any other Loan Document or
other document delivered pursuant hereto or thereto or in connection herewith or
therewith shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent, the Collateral Agent and each Lender, regardless of any
investigation made by the Administrative Agent, the Collateral Agent or any
Lender or on their behalf and notwithstanding that the Administrative Agent, the
Collateral Agent or any Lender may have had notice or knowledge of any Default
at the time of any extension of credit hereunder, and shall continue in full
force and effect as long as any Loan or any other Obligation hereunder shall
remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

                  Section 11.16. Severability. If any provision of this
Agreement or the other Loan Documents is held to be illegal, invalid or
unenforceable, (a) the legality, validity and enforceability of the remaining
provisions of this Agreement and the other Loan Documents shall not be affected
or impaired thereby and (b) the parties shall endeavor in good faith
negotiations to replace the illegal, invalid or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the illegal, invalid or unenforceable provisions. The invalidity of a
provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                  Section 11.17. Tax Forms. (a) (i) Each Lender that is not a
"United States person" within the meaning of Section 7701(a)(30) of the Code (a
"FOREIGN LENDER") shall deliver to the Administrative Agent and the Company,
prior to receipt of any payment subject to withholding under the Code (or upon
accepting an assignment of an interest herein), two duly signed completed copies
of either IRS Form W-8BEN or any successor thereto (relating to such Foreign
Lender and entitling it to an exemption from, or reduction of, withholding tax
on all payments to be made to such Foreign Lender by any Loan Party pursuant to
this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor
thereto (relating to all payments to be made to such Foreign Lender by the Loan
Party pursuant to this Agreement or any other Loan Document) or such other
evidence satisfactory to the Loan Party and the Administrative Agent and the
Company that such Foreign Lender is entitled to an exemption from, or reduction
of, U.S. withholding tax, including any exemption pursuant to Section 881(c) of
the Code. Thereafter and from time to time, each such Foreign Lender shall (A)
upon the written request of the Administrative Agent, the Company or any other
Loan Party promptly submit to the Administrative Agent and the Company such
additional duly completed and signed copies of one of such forms (or such
successor forms as shall be adopted from time to time by

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the relevant United States taxing authorities) as may then be available under
then current United States laws and regulations to avoid, or such evidence as is
satisfactory to the Company and the Administrative Agent of any available
exemption from or reduction of, United States withholding taxes in respect of
all payments to be made to such Foreign Lender by the Loan Party pursuant to
this Agreement and (B) promptly notify the Administrative Agent of any change in
circumstances which would modify or render invalid any claimed exemption or
reduction.

                  (ii)     Each Foreign Lender, to the extent it does not act or
ceases to act for its own account with respect to any portion of any sums paid
or payable to such Lender under any of the Loan Documents (for example, in the
case of a typical participation by such Lender), shall deliver to the
Administrative Agent and the Company on the date when such Foreign Lender ceases
to act for its own account with respect to any portion of any such sums paid or
payable, and at such other times as may be necessary in the determination of the
Administrative Agent (in the reasonable exercise of its discretion), (A) two
duly signed completed copies of the forms or statements required to be provided
by such Lender as set forth above, to establish the portion of any such sums
paid or payable with respect to which such Lender acts for its own account that
is not subject to U.S. withholding tax, and (B) two duly signed completed copies
of IRS Form W-8IMY (or any successor thereto), together with any information
such Lender chooses to transmit with such form, and any other certificate or
statement of exemption required under the Code, to establish that such Lender is
not acting for its own account with respect to a portion of any such sums
payable to such Lender.

                  (iii)    No Loan Party shall be required to pay any additional
amount to any Foreign Lender under Section 4.1 (A) with respect to any Taxes
required to be deducted or withheld on the basis of the information,
certificates or statements of exemption such Lender transmits with an IRS Form
W-8IMY pursuant to this Section 11.17(a) or (B) if such Lender shall have failed
to satisfy the foregoing provisions of this Section 11.17(a); provided that if
such Lender shall have satisfied the requirement of this Section 11.17(a) on the
date such Lender became a Lender or ceased to act for its own account with
respect to any payment under any of the Loan Documents, nothing in this Section
11.17(a) shall relieve any Loan Party of its obligation to pay any amounts
pursuant to Section 4.1 in the event that, as a result of any change in any
applicable law, treaty or governmental rule, regulation or order, or any change
in the interpretation, administration or application thereof, such Lender is no
longer properly entitled to deliver forms, certificates or other evidence at a
subsequent date establishing the fact that such Lender or other Person for the
account of which such Lender receives any sums payable under any of the Loan
Documents is not subject to withholding or is subject to withholding at a
reduced rate.

                  (iv)     The Administrative Agent may, without reduction,
withhold any Taxes required to be deducted and withheld from any payment under
any of the Loan Documents with respect to which any Loan Party is not required
to pay additional amounts under this Section 11.17(a).

                  (b)      Upon the request of the Administrative Agent, each
Lender that is a "United States person" within the meaning of Section
7701(a)(30) of the Code shall deliver to the Administrative Agent two duly
signed completed copies of IRS Form W-9. If such Lender

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<PAGE>

fails to deliver such forms, then the Administrative Agent may withhold from any
interest payment to such Lender an amount equivalent to the applicable back-up
withholding tax imposed by the Code, without reduction.

                  (c)      If any Governmental Authority asserts that the
Administrative Agent did not properly withhold or backup withhold, as the case
may be, any tax or other amount from payments made to or for the account of any
Lender, such Lender shall indemnify the Administrative Agent therefor, including
all penalties and interest, any taxes imposed by any jurisdiction on the amounts
payable to the Administrative Agent under this Section, and costs and expenses
(including Attorney Costs) of the Administrative Agent. The obligation of the
Lenders under this Section shall survive the termination of the Commitments,
repayment of all other Obligations hereunder and the resignation of the
Administrative Agent.

                  Section 11.18. Replacement of Lenders. Under any circumstances
set forth herein providing that the Company shall have the right to replace a
Lender as a party to this Agreement, the Company may, upon notice to such Lender
and the Administrative Agent, replace such Lender by causing such Lender to
assign its Commitments (with the assignment fee to be paid by the Company in
such instance) pursuant to Section 11.7(b) to one or more other Lenders or
Eligible Assignees procured by the Company; provided, however, that if the
Company elects to exercise such right with respect to any Lender pursuant to
Section 4.6(b), it shall be obligated to replace all Lenders that have made
similar requests for compensation pursuant to Section 4.1 or 4.4. The Company
shall (a) pay in full all principal, interest, fees and other amounts owing to
such Lender through the date of replacement (including any amounts payable
pursuant to Section 4.5), (b) provide appropriate assurances and indemnities
(which may include letters of credit) to the Issuing Lender and the Swingline
Lender as each may reasonably require with respect to any continuing obligation
to fund participation interests in any L/C Obligations or any Swingline Loans
then outstanding, and (c) release such Lender from its obligations under the
Loan Documents. Any Lender being replaced shall execute and deliver an
Assignment and Assumption with respect to such Lender's Commitments and
outstanding Loans and participations in L/C Obligations and Swingline Loans.

                  Section 11.19. Third Parties. Other than with respect to
Existing Del Monte prior to the Time of Merger, this Agreement is made and
entered into for the sole protection and legal benefit of the Company, the
Secured Parties, the Administrative Agent and the Agent-Related Persons, and
their permitted successors and assigns, and no other Person shall be a direct or
indirect legal beneficiary of, or have any direct or indirect cause of action or
claim in connection with, this Agreement or any other Loan Document.

                  Section 11.20. Governing Law and Jurisdiction. (a) THIS
AGREEMENT AND ANY NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK; PROVIDED THAT THE ADMINISTRATIVE AGENT, THE
COLLATERAL AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL
LAW.

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

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

                  Section 11.21. Waiver of Jury Trial. THE COMPANY, THE LENDERS,
THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT EACH WAIVE THEIR RESPECTIVE
RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER
LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR
ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO
CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE COMPANY, THE LENDERS, THE
ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT EACH AGREE THAT ANY SUCH CLAIM OR
CAUSE OF ACTION SHALL BE TRIED BY A COURT WITHOUT A JURY. WITHOUT LIMITING THE
FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY
JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR
OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR
ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION
HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENT, RENEWAL,
SUPPLEMENT OR MODIFICATION TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

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                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.

                                   SKF FOODS INC. (to be known after the
                                   consummation of the Transactions as DEL MONTE
                                   CORPORATION),

                                   By: /s/ Leonard A. Cullo, Jr.
                                       ----------------------------------
                                   Name: Leonard A. Cullo, Jr.
                                   Title: Treasurer

<PAGE>

                                   RATIFIED (after giving effect to the Merger):

                                   DEL MONTE CORPORATION (formerly known
                                   as SKF FOODS INC.)

                                   By:        /s/ Thomas E. Gibbons
                                       ----------------------------------

                                   Name:        Thomas E. Gibbons
                                        _________________________________

                                   Title:           Treasurer
                                         ________________________________

<PAGE>

                                   BANK OF AMERICA, N.A.,
                                      as Administrative Agent, Collateral Agent,
                                      Issuing Lender and Swingline Lender

                                   By:
                                       ----------------------------------
                                   Name: ________________________________
                                   Title:________________________________

<PAGE>

                                   JPMORGAN CHASE BANK, as Syndication
                                      Agent

                                   By: /s/ B. Joseph Lillis
                                       ----------------------------------
                                   Name: B. Joseph Lillis
                                   Title: Managing Director

<PAGE>

                                   HARRIS TRUST AND SAVINGS BANK,
                                      as Co-Documentation Agent

                                   By: /s/ William A. Bishop
                                   Name: William A. Bishop
                                   Title: Managing Director

<PAGE>

                                   MORGAN STANLEY & CO. INCORPORATED,
                                      as Co-Documentation Agent

                                   By: /s/ Michael Hart
                                       ----------------------------------
                                   Name: Michael Hart
                                   Title: Managing Director

<PAGE>

                                   UBS WARBURG LLC, as Co-Documentation
                                      Agent

                                   By:  /s/ Amanda Montgomery
                                       ----------------------------------
                                   Name: Amanda Montgomery
                                   Title: Executive Director

                                   By:  /s/ Thomas J.W. Archie
                                       ---------------------------------
                                   Name: Thomas J.W. Archie
                                   Title: Director

<PAGE>

                                   BANK OF AMERICA, N.A., as Lender

                                   By:
                                       ----------------------------------
                                   Name: ________________________________
                                   Title:________________________________