10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 1, 2009

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 001-14335

DEL MONTE FOODS COMPANY

(Exact name of registrant as specified in its charter)

Delaware	13-3542950
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

One Market @ The Landmark, San Francisco, California 94105

(Address of Principal Executive Offices including Zip Code)

(415) 247-3000

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of December 4, 2009, there were 198,191,275 shares of Del Monte Foods Company Common Stock, par value $0.01 per share, outstanding.

Table of Contents

PART I.	FINANCIAL INFORMATION	3
ITEM 1.	FINANCIAL STATEMENTS	3
	CONDENSED CONSOLIDATED BALANCE SHEETS – November 1, 2009 (unaudited) and May 3, 2009	3
	CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited) – three and six months ended November 1, 2009 and October 26, 2008	4
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) – six months ended November 1, 2009 and October 26, 2008	5
	NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)	6
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	17
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	27
ITEM 4.	CONTROLS AND PROCEDURES	29
PART II.	OTHER INFORMATION	30
ITEM 1.	LEGAL PROCEEDINGS	30
ITEM 1A.	RISK FACTORS	31
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	32
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	32
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	32
ITEM 5.	OTHER INFORMATION	33
ITEM 6.	EXHIBITS	34
SIGNATURES		35

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except per share data)

	November 1, 2009			May 3, 2009
	(unaudited)			(derived from audited financial statements)
ASSETS
Cash and cash equivalents	$	18.9		$	142.7
Trade accounts receivable, net of allowance		247.7			188.5
Inventories		1,102.0			677.4
Prepaid expenses and other current assets		128.3			138.6
TOTAL CURRENT ASSETS		1,496.9			1,147.2
Property, plant and equipment, net		642.6			642.6
Goodwill		1,337.7			1,337.7
Intangible assets, net		1,166.1			1,171.5
Other assets, net		27.1			22.3
TOTAL ASSETS	$	4,670.4		$	4,321.3
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued expenses	$	640.7		$	472.4
Short-term borrowings		64.3			2.3
Current portion of long-term debt		147.9			32.3
TOTAL CURRENT LIABILITIES		852.9			507.0
Long-term debt		1,395.9			1,525.9
Deferred tax liabilities		405.8			390.5
Other non-current liabilities		282.3			291.4
TOTAL LIABILITIES		2,936.9			2,714.8
Stockholders’ equity:
Common stock ($0.01 par value per share, shares authorized: 500.0; 215.5 issued and 198.2 outstanding at November 1, 2009 and 215.1 issued and 197.7 outstanding at May 3, 2009)		2.2			2.1
Additional paid-in capital		1,060.3			1,047.5
Treasury stock, at cost		(183.1	)		(183.1	)
Accumulated other comprehensive income (loss)		(25.7	)		(38.4	)
Retained earnings		879.8			778.4
TOTAL STOCKHOLDERS’ EQUITY		1,733.5			1,606.5
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	4,670.4		$	4,321.3

See Accompanying Notes to Condensed Consolidated Financial Statements.

3

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in millions, except per share data)

	Three Months Ended					Six Months Ended
	November 1, 2009			October 26, 2008		November 1, 2009			October 26, 2008
	(unaudited)
Net sales	$	958.9		$	901.0	$	1,772.6		$	1,627.2
Cost of products sold		649.7			666.5		1,203.5			1,233.3
Gross profit		309.2			234.5		569.1			393.9
Selling, general and administrative expense		168.6			155.0		307.6			301.1
Operating income		140.6			79.5		261.5			92.8
Interest expense		41.0			30.1		65.2			57.7
Other expense		0.8			12.0		2.7			10.9
Income from continuing operations before income taxes		98.8			37.4		193.6			24.2
Provision for income taxes		36.2			10.1		72.1			4.9
Income from continuing operations		62.6			27.3		121.5			19.3
Income (loss) from discontinued operations before income taxes		(0.1	)		42.7		(0.5	)		39.7
Provision (benefit) for income taxes		(0.1	)		19.6		(0.2	)		18.7
Income (loss) from discontinued operations		—			23.1		(0.3	)		21.0
Net income	$	62.6		$	50.4	$	121.2		$	40.3
Earnings per common share
Basic:
Continuing operations	$	0.31		$	0.14	$	0.61		$	0.10
Discontinued operations		—			0.11		—			0.10
Total	$	0.31		$	0.25	$	0.61		$	0.20
Diluted:
Continuing operations	$	0.31		$	0.14	$	0.61		$	0.10
Discontinued operations		—			0.11		(0.01	)		0.10
Total	$	0.31		$	0.25	$	0.60		$	0.20

See Accompanying Notes to Condensed Consolidated Financial Statements.

4

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

	Six Months Ended
	November 1, 2009			October 26, 2008
	(unaudited)
OPERATING ACTIVITIES:
Net income	$	121.2		$	40.3
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		49.4			52.1
Deferred taxes		24.3			0.2
Write off of debt issuance cost and loss on debt refinancing		16.6			—
(Gain) loss on asset disposals		0.6			(27.6	)
Stock compensation expense		7.1			5.5
Other non-cash items, net		4.5			(2.6	)
Changes in operating assets and liabilities		(311.1	)		(344.7	)
NET CASH USED IN OPERATING ACTIVITIES		(87.4	)		(276.8	)
INVESTING ACTIVITIES:
Capital expenditures		(45.7	)		(39.9	)
Net proceeds from disposal of assets		—			347.0
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		(45.7	)		307.1
FINANCING ACTIVITIES:
Proceeds from short-term borrowings		143.0			389.1
Payments on short-term borrowings		(81.0	)		(99.6	)
Proceeds from long-term debt		442.3			—
Principal payments on long-term debt		(456.7	)		(320.8	)
Payments of debt-related costs		(24.4	)		—
Dividends paid		(17.8	)		(15.8	)
Issuance of common stock		2.8			2.1
Excess tax benefits from stock-based compensation		0.6			—
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		8.8			(45.0	)
Effect of exchange rate changes on cash and cash equivalents		0.5			(0.6	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		(123.8	)		(15.3	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		142.7			25.7
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	18.9		$	10.4

See Accompanying Notes to Condensed Consolidated Financial Statements.

5

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended November 1, 2009

(in millions, except share and per share data)

(unaudited)

Note 1. Business and Basis of Presentation

Del Monte Foods Company and its consolidated subsidiaries (“Del Monte” or the “Company”) is one of the country’s largest producers, distributors and marketers of premium quality, branded food and pet products for the U.S. retail market, with leading food brands, such as Del Monte, S&W, Contadina, College Inn and other brand names, and food and snack brands for dogs and cats such as Meow Mix, Kibbles ‘n Bits, 9Lives, Milk-Bone, Pup-Peroni, Meaty Bone, Snausages, Pounce and other brand names. The Company also produces private label food and pet products. The majority of its products are sold nationwide in all channels serving retail markets, mass merchandisers, the U.S. military, certain export markets, the foodservice industry and food processors.

The Company has two reportable segments: Consumer Products and Pet Products. The Consumer Products reportable segment includes the Consumer Products operating segment, which manufactures, markets and sells branded and private label shelf-stable products, including fruit, vegetable, tomato and broth products. The Pet Products reportable segment includes the Pet Products operating segment, which manufactures, markets and sells branded and private label dry and wet pet food and pet snacks.

The Company operates on a 52 or 53-week fiscal year ending on the Sunday closest to April 30. The results of operations for the three months ended November 1, 2009 and October 26, 2008 each reflect periods that contain 13 weeks. The results of operations for the six months ended November 1, 2009 and October 26, 2008 each reflect periods that contain 26 weeks.

The accompanying unaudited condensed consolidated financial statements of Del Monte as of November 1, 2009 and for the three and six months ended November 1, 2009 and October 26, 2008 have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, all adjustments consisting of normal and recurring entries considered necessary for a fair presentation of the results for the interim periods presented have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. These estimates are based on information available as of the date of the unaudited condensed consolidated financial statements. Therefore, actual results could differ from those estimates. Furthermore, operating results for the three and six months ended November 1, 2009 are not necessarily indicative of the results expected for the year ending May 2, 2010. These unaudited condensed consolidated financial statements should be read in conjunction with the notes to the financial statements contained in the Company’s annual report on Form 10-K for the year ended May 3, 2009 (“2009 Annual Report”). All significant intercompany balances and transactions have been eliminated.

Note 2. Recently Issued Accounting Standards

In May 2009, the Financial Accounting Standards Board (“FASB”) issued a statement which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. The provisions of this statement are effective for interim and annual reporting periods ending after June 15, 2009 and were effective for the Company beginning in the first quarter of fiscal 2010. The adoption of this statement did not have an impact to the Company’s condensed consolidated financial statements. See Note 15 for the disclosures required by this statement.

In June 2009, the FASB issued a statement which establishes the FASB Accounting Standards Codification (“ASC”). The ASC establishes two levels of GAAP—authoritative and non-authoritative. The ASC is the source of authoritative, nongovernmental GAAP, except for rules and interpretive releases of the Securities and Exchange Commission. Effective for financial statements issued for interim and annual periods ending after September 15, 2009, the ASC was adopted by the Company in the second quarter of fiscal 2010. The adoption of the ASC did not impact the Company’s consolidated financial statements.

Note 3. Employee Stock Plans

See Note 10 of the 2009 Annual Report for a description of the Company’s stock-based incentive plans.

6

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

For the three and six months ended November 1, 2009

(in millions, except share and per share data)

(unaudited)

The fair value for stock options granted was estimated at the date of grant using a Black-Scholes option-pricing model. The following table presents the weighted average assumptions for options granted during the six months ended November 1, 2009 and October 26, 2008:

	Six Months Ended
	November 1, 2009		October 26, 2008
Dividend yield	2.6	%	1.8	%
Expected volatility	28.5	%	26.4	%
Risk-free interest rate	2.7	%	3.2	%
Expected life (in years)	6.0		6.1

Stock option activity and related information during the period indicated was as follows:

	Options Outstanding		Outstanding Weighted Average Exercise Price		Options Exercisable	Exercisable Weighted Average Exercise Price
Balance at May 3, 2009	17,384,813		$	9.17	10,993,068	$	9.23
Granted	2,954,400			11.37
Forfeited	(77,654	)		10.58
Exercised	(372,671	)		7.40
Balance at November 1, 2009	19,888,888		$	9.53	12,828,613	$	9.32

As of November 1, 2009, the aggregate intrinsic values of options outstanding and options exercisable were $27.5 and $19.3, respectively.

At November 1, 2009, the range of exercise prices and weighted-average remaining contractual life of outstanding options was as follows:

	Options Outstanding				Options Exercisable
Range of Exercise Price Per Share	Number Outstanding	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number Exercisable	Weighted Average Exercise Price
$6.04 - 8.78	7,877,143	5.64	$	7.91	5,468,043	$	7.98
$8.79 - 10.42	6,360,559	6.44		10.14	4,749,034		10.09
$10.43 - 15.85	5,651,186	7.64		11.09	2,611,536		10.72
$6.04 - 15.85	19,888,888	6.46	$	9.53	12,828,613	$	9.32

Other stock-based compensation activity and related information during the period indicated was as follows:

	Performance Accelerated Restricted Stock Units		Deferred Stock Units		Board of Directors Restricted Stock Units		Performance Share Units
Balance at May 3, 2009	1,124,500		617,224		142,142		2,510,631
Granted	352,200		327,322		56,168		877,200
Forfeited	(3,200	)	—		—		(395,110	)
Issued as common stock	—		(5,213	)	(25,770	)	—
Transferred to deferred stock units	—		40,566		(40,566	)	—
Balance at November 1, 2009	1,473,500		979,899		131,974		2,992,721

7

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

For the three and six months ended November 1, 2009

(in millions, except share and per share data)

(unaudited)

Note 4. Inventories

The Company’s inventories consist of the following:

	November 1, 2009			May 3, 2009
Inventories:
Finished products	$	1,072.9		$	552.0
Raw materials and in-process material		39.7			45.2
Packaging material and other		51.2			112.6
LIFO Reserve		(61.8	)		(32.4	)
Total Inventories	$	1,102.0		$	677.4

Note 5. Goodwill and Intangible Assets

The following table presents the Company’s goodwill and intangible assets:

	November 1, 2009			May 3, 2009
Goodwill	$	1,337.7		$	1,337.7
Non-amortizable intangible assets:
Trademarks	$	1,060.5		$	1,071.6
Amortizable intangible assets:
Trademarks		40.7			32.6
Customer relationships		89.0			89.0
Other		11.0			11.0
		140.7			132.6
Accumulated amortization		(35.1	)		(32.7	)
Amortizable intangible assets, net		105.6			99.9
Intangible assets, net	$	1,166.1		$	1,171.5

As of November 1, 2009 and May 3, 2009, the Company’s goodwill was comprised of $150.2 related to the Consumer Products reportable segment and $1,187.5 related to the Pet Products reportable segment.

Amortization expense for the three and six months ended November 1, 2009 was $1.2 and $2.4, respectively and $2.0 and $3.9 for the three and six months ended and October 26, 2008, respectively. The Company expects to recognize $2.8 of amortization expense during the remainder of fiscal 2010. The following table presents expected amortization of intangible assets as of November 1, 2009, for each of the five succeeding fiscal years:

2011	$	5.7
2012		5.7
2013		5.7
2014		5.7
2015		5.7

8

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

For the three and six months ended November 1, 2009

(in millions, except share and per share data)

(unaudited)

Note 6. Earnings Per Share

The following tables set forth the computation of basic and diluted earnings per share from continuing operations:

	Three Months Ended				Six Months Ended
	November 1, 2009		October 26, 2008		November 1, 2009		October 26, 2008
Basic earnings per common share:
Numerator:
Income from continuing operations	$	62.6	$	27.3	$	121.5	$	19.3
Denominator:
Weighted average shares		198,800,000		198,200,000		198,600,000		197,900,000
Basic earnings per common share	$	0.31	$	0.14	$	0.61	$	0.10
Diluted earnings per common share:
Numerator:
Income from continuing operations	$	62.6	$	27.3	$	121.5	$	19.3
Denominator:
Weighted average shares		198,800,000		198,200,000		198,600,000		197,900,000
Effect of dilutive securities		3,400,000		400,000		2,000,000		600,000
Weighted average shares and equivalents		202,200,000		198,600,000		200,600,000		198,500,000
Diluted earnings per common share	$	0.31	$	0.14	$	0.61	$	0.10

The computation of diluted earnings per share calculates the effect of dilutive securities on weighted average shares. Dilutive securities include stock options, restricted stock units and other deferred stock awards.

Options outstanding in the aggregate amount of 3,900,000 and 9,100,000 were not included in the computation of diluted earnings per share for the three and six months ended November 1, 2009, respectively, because their inclusion would have been antidilutive. Options outstanding in the aggregate amount of 14,300,000 and 13,900,000 were not included in the computation of diluted earnings per share for the three and six months ended October 26, 2008, respectively, because their inclusion would have been antidilutive.

9

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

For the three and six months ended November 1, 2009

(in millions, except share and per share data)

(unaudited)

Note 7. Debt

The Company’s debt consists of the following, as of the dates indicated:

	November 1, 2009		May 3, 2009
Short-term borrowings:
Revolver	$	55.7	$	—
Other		8.6		2.3
	$	64.3	$	2.3
Long-term debt:
Term A Loan	$	205.6	$	218.5
Term B Loan		636.4		639.7
Total Term Loans		842.0		858.2
8 5/8% senior subordinated notes		9.5		450.0
6 3/4% senior subordinated notes		250.0		250.0
7 1/2% senior subordinated notes		450.0		—
		1,551.5		1,558.2
Less unamortized discount on the 7 1/2% senior subordinated notes		7.7		—
Less current portion		147.9		32.3
	$	1,395.9	$	1,525.9

On October 1, 2009, the Company consummated a private placement offering of its senior subordinated notes due October 2019 with an aggregate principal amount of $450.0 and a stated interest rate of 7 ¹/ 2% (the “New Notes”). The Company used proceeds from the New Notes along with other available funds to fund a tender offer for its outstanding 8 ⁵/8% senior subordinated notes due 2012 (“Old Notes”). The Company purchased $440.5 aggregate principal amount of the Old Notes pursuant to the tender offer. Old Notes totaling $9.5 aggregate principal amount were not tendered and remained outstanding as of November 1, 2009. On December 2, 2009, the Company issued a notice to redeem such remaining Old Notes on December 16, 2009. The Company recognized $16.6 of expense related to the issuance of the New Notes and tender offer for the Old Notes, which is included in interest expense in the condensed consolidated statements of income.

The Company borrowed $135.4 under its revolver during the three and six months ended November 1, 2009. A total of $79.7 was repaid during the three and six months ended November 1, 2009. As of November 1, 2009, the net availability under the revolver, which also reflects $63.5 of outstanding letters of credit, was $330.8. The blended interest rate on the revolver was approximately 2.74% on November 1, 2009. Additionally, to maintain availability of funds under the revolver, the Company pays a 0.375% commitment fee on the unused portion of the revolver.

As of November 1, 2009 the fair values of the Company’s 8 ⁵/8% senior subordinated notes, 6 ³/4% senior subordinated notes and 7 ¹/2% senior subordinated notes were $9.6, $250.0 and $455.1, respectively. As of May 3, 2009, the fair values of the Company’s 8 ⁵/8% senior subordinated notes and 6 ³/4% senior subordinated notes were $460.1 and $241.9, respectively.

As of November 1, 2009, scheduled maturities of long-term debt are as follows:

Remainder of fiscal 2010	$	16.2
Fiscal 2011		331.2
Fiscal 2012		494.6
Fiscal 2013		9.5
Fiscal 2014		—
Fiscal 2015		250.0
Thereafter		450.0

Agreements relating to the Company’s long-term debt, including the credit agreement governing its senior credit facility (as amended through April 25, 2008, the “Senior Credit Facility”) and the indentures governing the senior subordinated notes, contain covenants that restrict the ability of Del Monte Corporation and its subsidiaries, among other things, to incur or guarantee indebtedness, issue capital stock, pay dividends on and redeem capital stock, prepay certain indebtedness, enter into transactions with affiliates, make other restricted payments, including investments, incur liens, consummate asset sales and enter into consolidations or mergers. Certain of these covenants are also applicable to Del Monte Foods Company. In addition, Del Monte is required to meet a maximum leverage ratio and a minimum fixed charge coverage ratio under the Senior Credit Facility. The maximum permitted leverage ratio decreases over time as set forth in the Senior Credit Facility. As of November 1, 2009, the Company believes that it is in compliance with all such financial covenants.

10

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

For the three and six months ended November 1, 2009

(in millions, except share and per share data)

(unaudited)

Note 8. Derivative Financial Instruments

The Company uses interest rate swaps, commodity swaps, futures and option contracts as well as forward foreign currency contracts to hedge market risks relating to possible adverse changes in interest rates, commodity and other prices and foreign currency exchange rates, which affect interest expense on the Company’s floating-rate obligations as well as the cost of its raw materials and other inputs, respectively.

Interest Rates: The Company’s debt primarily consists of floating rate term loans and fixed rate notes. The Company also uses its floating rate revolver to fund seasonal working capital needs and other uses of cash. Interest expense on the Company’s floating rate debt is typically calculated based on a fixed spread over a reference rate, such as LIBOR (also known as the Eurodollar rate). Therefore, fluctuations in market interest rates will cause interest expense increases or decreases on a given amount of floating rate debt.

The Company manages a portion of its interest rate risk related to floating rate debt by entering into interest rate swaps in which the Company receives floating rate payments and makes fixed rate payments. On September 6, 2007, the Company entered into an interest rate swap, with a notional amount of $400.0, as the fixed rate payer. The swap has an effective date of October 26, 2007 and a maturity date of October 29, 2010. A formal cash flow hedge accounting relationship was established between the swap and a portion of the Company’s interest payment on floating rate debt. During the three and six months ended November 1, 2009, the Company’s interest rate cash flow hedges resulted in an increase to other comprehensive income (“OCI”) of $1.4 and $2.5, respectively, and an increase to deferred tax liabilities of $0.9 and $1.6, respectively. The Company’s interest rate cash flow hedges had an impact on interest expense for the three and six months ended November 1, 2009 of $4.3 and $8.1, respectively. The fair value of the Company’s interest rate swap was recorded as a current liability of $17.0 at November 1, 2009 and a non-current liability of $21.1 at May 3, 2009.

Commodities: Certain commodities such as soybean meal, corn, wheat, soybean oil, diesel fuel and natural gas (collectively, “commodity contracts”) are used in the production of the Company’s products. Generally these commodities are purchased based upon market prices that are established with the vendor as part of the purchase process. The Company uses futures, swaps or option contracts, as deemed appropriate, to reduce the effect of price fluctuations on anticipated purchases. The Company accounted for these commodities derivatives as either cash flow or economic hedges. For cash flow hedges, the effective portion of derivative gains and losses is deferred in equity and recognized as part of cost of products sold in the appropriate period and the ineffective portion is recognized as other income or expense. Changes in the value of economic hedges are recorded directly in earnings. These contracts generally have a term of less than 18 months.

On November 1, 2009, the fair values of the Company’s commodities hedges were recorded as current assets of $6.1 and current liabilities of $5.1. The fair values of the Company’s commodities hedges were recorded as current assets of $1.9 and current liabilities of $17.0 at May 3, 2009.

Foreign Currency: The Company manages its exposure to fluctuations in foreign currency exchange rates by entering into forward contracts to cover a portion of its projected expenditures paid in local currency. These contracts generally have a term of less than 24 months and qualify as cash flow hedges for accounting purposes. Accordingly, the effective derivative gains and losses are deferred in equity and recognized in the period the expenditure is incurred as cost of products sold. The forward premium is excluded from the assessment of effectiveness and recorded directly in earnings. As of November 1, 2009, the fair values of the Company’s foreign currency hedges were recorded as current assets of $2.8 and current liabilities of $0.8. As of May 3, 2009, the fair values of the Company’s foreign currency hedges were recorded as current assets of $0.6 and current liabilities of $1.0.

Gains and losses related to commodity and other hedges as well as foreign currency hedges reported in OCI are expected to be reclassified into earnings within the next 24 months.

11

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

For the three and six months ended November 1, 2009

(in millions, except share and per share data)

(unaudited)

Fair Value of Derivative Instruments:

The fair value of derivative instruments recorded in the Condensed Consolidated Balance Sheet as of November 1, 2009 was as follows:

	Asset derivatives			Liability derivatives
Derivatives in cash flow hedging relationships	Balance Sheet location	Fair Value		Balance Sheet location	Fair Value
Interest rate contracts	Prepaid expenses and other current assets	$	—	Accounts payable and accrued expenses	$	17.0
Foreign currency exchange contracts	Prepaid expenses and other current assets		2.8	Accounts payable and accrued expenses		0.8
Commodity contracts	Prepaid expenses and other current assets		6.1	Accounts payable and accrued expenses		5.1
Total		$	8.9		$	22.9

The effect of derivative instruments recorded for the three months ended November 1, 2009 in the Condensed Consolidated Statements of Income was as follows:

Derivatives in cash flow hedging relationships	Gain (loss) recognized in AOCI		Location of gain (loss) reclassified in AOCI	Gain (loss) reclassified from AOCI into income			Location of gain (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)	Gain (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)
Interest rate contracts	$	1.4	Interest expense	$	4.3		N/A	$	—
Foreign currency exchange contracts		0.3	Cost of products sold		0.1		Other income (expense)		0.1
Commodity contracts		2.4	Cost of products sold		(5.8	)	Other income (expense)		(0.1	)
Total	$	4.1		$	(1.4	)		$	—

The effect of derivative instruments recorded for the six months ended November 1, 2009 in the Condensed Consolidated Statements of Income was as follows:

Derivatives in cash flow hedging relationships	Gain (loss) recognized in AOCI		Location of gain (loss) reclassified in AOCI	Gain (loss) reclassified from AOCI into income			Location of gain (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)	Gain (loss) recognized in income (ineffective portion and amount excluded from effectiveness testing)
Interest rate contracts	$	2.5	Interest expense	$	8.1		N/A	$	—
Foreign currency exchange contracts		1.5	Cost of products sold		(0.2	)	Other income (expense)		0.2
Commodity contracts		1.1	Cost of products sold		(9.2	)	Other income (expense)		(1.8	)
Total	$	5.1		$	(1.3	)		$	(1.6	)

Note 9. Fair Value Measurements

In September 2006, the FASB issued a statement addressing fair value measurements. This statement defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. The fair value provisions are effective for fiscal years beginning after November 15, 2007. In February 2008, the FASB issued a staff position which delayed the effective date of the fair value provisions by one year for nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis.

In the first quarter of fiscal 2009, the Company adopted the fair value provisions for financial assets and liabilities. This adoption did not have a material impact on the Company’s consolidated financial statements. The Company adopted the fair value provisions for nonfinancial assets and liabilities in the first quarter of fiscal 2010. As of November 1, 2009, the Company did not have any significant nonfinancial assets or liabilities measured at fair value subsequent to their initial recognition.

A three-tier fair value hierarchy is used to prioritize the inputs used in measuring fair value. The hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels are defined as follows:

• Level 1 Inputs – unadjusted quoted prices in active markets for identical assets or liabilities;

• Level 2 Inputs – quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; and

• Level 3 Inputs – unobservable inputs reflecting the Company’s own assumptions in measuring the asset or liability at fair value.

The Company uses commodities contracts as well as interest rate swaps and forward foreign currency contracts to hedge market risks relating to possible adverse changes in commodity and other prices, diesel fuel prices, interest rates and foreign exchange rates.

12

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

For the three and six months ended November 1, 2009

(in millions, except share and per share data)

(unaudited)

The following table provides the fair values hierarchy for financial assets and liabilities measured on a recurring basis:

	Fair Value at November 1, 2009
Description	Level 1		Level 2		Level 3
Assets
Commodity Contracts	$	3.3	$	2.8	$	—
Foreign Currency Contracts		—		2.8		—
Total	$	3.3	$	5.6	$	—
Liabilities
Commodity Contracts	$	5.1	$	—	$	—
Foreign Currency Contracts		—		0.8		—
Interest Rate Swap		—		17.0		—
Total	$	5.1	$	17.8	$	—

The Company’s determination of the fair value of its interest rate swap is calculated using a discounted cash flow analysis based on the terms of the swap contract and the observable interest rate curve. The Company measures the fair value of foreign currency forward contracts using an income approach based on forward rates (obtained from market quotes for futures contracts with similar terms) less the contract rate multiplied by the notional amount. The Company’s futures and options contracts are traded on regulated exchanges such as the Chicago Board of Trade, Kansas City Board of Trade, and the New York Mercantile Exchange. The Company values these contracts based on the daily settlement prices published by the exchanges on which the contracts are traded. The Company’s commodities swap contracts are traded over-the-counter and are valued based on the Chicago Board of Trade quoted prices for similar instruments in active markets or derived from observable market data available from the Energy Information Administration.

The carrying amount of certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable and accounts payable and accrued expenses, approximates fair value due to the relatively short maturity of such instruments. The fair values of our senior subordinated notes are disclosed in Note 7.

In February 2007, the FASB issued a statement which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. This statement does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value. This statement was effective for the Company as of April 28, 2008, the first day of fiscal 2009. As of November 1, 2009, the Company has not elected to adopt the fair value option for any financial instruments or other items.

Note 10. Comprehensive Income

The following table reconciles net income to comprehensive income:

	Three Months Ended					Six Months Ended
	November 1, 2009		October 26, 2008			November 1, 2009		October 26, 2008
Net income	$	62.6	$	50.4		$	121.2	$	40.3
Other comprehensive income (loss):
Foreign currency translation adjustments		0.6		(2.5	)		2.0		(2.9	)
Income (loss) on cash flow hedging instruments, net of tax		7.2		(22.4	)		10.7		(19.7	)
Total other comprehensive income (loss)		7.8		(24.9	)		12.7		(22.6	)
Comprehensive income	$	70.4	$	25.5		$	133.9	$	17.7

13

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

For the three and six months ended November 1, 2009

(in millions, except share and per share data)

(unaudited)

Note 11. Retirement Benefits

Defined Benefit Plans.

Del Monte sponsors three qualified defined benefit pension plans and several unfunded defined benefit postretirement plans providing certain medical, dental and life insurance benefits to eligible retired, salaried, non-union hourly and union employees. Refer to Note 12 of the 2009 Annual Report for information about these plans. The components of net periodic benefit cost of such plans for the three and six months ended November 1, 2009 and October 26, 2008, respectively, are as follows:

	Three Months Ended												Six Months Ended
	Pension Benefits						Other Benefits						Pension Benefits						Other Benefits
	November 1, 2009			October 26, 2008			November 1, 2009			October 26, 2008			November 1, 2009			October 26, 2008			November 1, 2009			October 26, 2008
Components of net periodic benefit cost
Service cost for benefits earned during the period	$	2.7		$	3.2		$	0.4		$	0.4		$	5.4		$	6.3		$	0.8		$	0.9
Interest cost on projected benefit obligation		6.7			6.2			2.2			2.1			13.4			12.5			4.3			4.2
Expected return on plan assets		(5.2	)		(6.7	)		—			—			(10.3	)		(13.4	)		—			—
Amortization of prior service cost/(credit)		0.2			0.2			(2.1	)		(2.1	)		0.4			0.5			(4.2	)		(4.2	)
Amortization of (gain)/loss		0.5			—			(0.1	)		—			1.0			—			(0.1	)		—
Curtailment loss		—			0.2			—			—			—			0.2			—			—
Net periodic benefit cost	$	4.9		$	3.1		$	0.4		$	0.4		$	9.9		$	6.1		$	0.8		$	0.9

As of November 1, 2009, the Company had made contributions to its defined benefit pension plans of $36.7 in fiscal 2010. The Company currently meets and plans to continue to meet the minimum funding levels required under the Pension Protection Act of 2006 (the “Act”). While the Company has no required contributions during the remainder of fiscal 2010, the Company is evaluating whether it will make any additional contributions during the remainder of the fiscal year. The Act imposes certain consequences on the Company’s defined benefit plans if they do not meet the minimum funding levels. In addition to minimum funding levels, the Act encourages, but does not require, employers to fully fund their defined benefit pension plans and to meet incremental plan funding thresholds applicable prior to 2011. The Company no longer expects to meet the incremental plan funding targets or to fully fund its defined benefit pension plans by 2011. The Act has resulted in, and in the future may additionally result in, accelerated funding of the Company’s defined benefit pension plans.

Note 12. Income Taxes

In October 2009, the State of Pennsylvania enacted legislation that led the Company to recognize a favorable benefit of $2.2 from the expected reduction in the tax rate applied to the Company’s existing deferred tax liabilities.

As of November 1, 2009, the Company had $16.6 of unrecognized tax benefits, all of which would reduce income tax expense and the effective tax rate if recognized.

Note 13. Commitments and Contingencies

The discussion below is not intended to be a complete discussion of the Company’s commitments and contingencies. See Note 15 of the 2009 Annual Report for a description of the Company’s commitments and contingencies.

Lease Commitments

At November 1, 2009, the aggregate minimum rental payments required under non-cancelable operating leases were as follows:

Remainder of fiscal 2010	$	26.1
Fiscal 2011		44.0
Fiscal 2012		39.2
Fiscal 2013		33.5
Fiscal 2014		27.6
Fiscal 2015		25.7
Thereafter		96.5

Legal Proceedings

Except as set forth below, there have been no material developments in the Company’s legal proceedings since the legal proceedings reported in the 2009 Annual Report:

On October 13, 2009, Kara Moline and Debra Lowe filed a class action complaint against the Company in San Francisco Superior Court, alleging violations of California’s False Advertising Act, Unfair Competition Law, and Consumer Legal Remedies Act. Specifically, the plaintiffs allege that the Company engaged in false and misleading advertising in the labeling of Nature’s Recipe Farm Stand Selects dog food. The plaintiffs seek injunctive relief, disgorgement of profits in an undisclosed amount, and attorneys’ fees. Additionally, the plaintiffs are seeking class certification. The Company denies plaintiffs’ allegations and plans to vigorously defend itself.

As previously reported in the quarterly report on Form 10-Q for the period ended August 2, 2009:

Beginning with the pet food recall announced by Menu Foods, Inc. in March 2007, many major pet food manufacturers, including the Company, announced recalls of select products. The Company believes there have been over 90 class actions and purported class actions relating to these pet food recalls. The Company has been named as a defendant in seven class actions or purported class actions related to its pet food and pet snack recall, which it initiated March 31, 2007.

14

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

For the three and six months ended November 1, 2009

(in millions, except share and per share data)

(unaudited)

The Company is currently a defendant in the following case:

• Picus v. Del Monte filed on April 30, 2007 in state court in Las Vegas, Nevada.

The Company was a defendant in the following cases:

• Carver v. Del Monte filed on April 4, 2007 in the U.S. District Court for the Eastern District of California;

• Ford v. Del Monte filed on April 7, 2007 in the U.S. District Court for the Southern District of California;

• Hart v. Del Monte filed on April 10, 2007 in state court in Los Angeles, California;

• Schwinger v. Del Monte filed on May 15, 2007 in the U.S. District Court for the Western District of Missouri;

• Tompkins v. Del Monte filed on July 13, 2007 in the U.S. District Court for the District of Colorado; and

• Blaszkowski v. Del Monte filed on May 9, 2007 in the U.S. District Court for the Southern District of Florida.

The named plaintiffs in these seven cases allege or alleged that their pets suffered injury and/or death as a result of ingesting the Company’s and other defendants’ allegedly contaminated pet food and pet snack products. The Picus and Blaszkowski cases also contain or contained allegations of false and misleading advertising by the Company.

By order dated June 28, 2007, the Carver, Ford, Hart, Schwinger, and Tompkins cases were transferred to the U.S. District Court for the District of New Jersey and consolidated with other purported pet food class actions under the federal rules for multi-district litigation. The Blaszkowski and Picus cases were not consolidated.

The Multi-District Litigation Cases. The plaintiffs and defendants in the multi-district litigation cases, including the five consolidated cases in which the Company was a defendant, tentatively agreed to a settlement which was submitted to the U.S. District Court for the District of New Jersey on May 22, 2008. On May 30, 2008, the Court granted preliminary approval to the settlement. Pursuant to the Court’s order, notice of the settlement was disseminated to the public by mail and publication beginning June 16, 2008. Members of the class were allowed to opt-out of the settlement until August 15, 2008. On November 19, 2008, the Court entered orders approving the settlement, certifying the class and dismissing the complaints against the defendants, including the Company. The total settlement was $24.0. The portion of the Company’s contribution to this settlement was $0.25, net of insurance recovery. Four class members have filed objections to the settlement, which objections have been denied by the Court. On December 3, 2008 and December 12, 2008, these class members filed Notices of Appeal.

The Picus Case. The plaintiffs in the Picus case are seeking certification of a class action as well as unspecified damages and injunctive relief against further distribution of the allegedly defective products. The Company has denied the allegations made in the Picus case. On October 12, 2007, the Company filed a motion to dismiss in the Picus case. The state court in Las Vegas, Nevada granted the Company’s motion in part and denied the Company’s motion in part. On December 14, 2007, other defendants in the case filed a motion to deny class certification. On March 16, 2009, the Court granted the motion to deny class certification. On March 25, 2009, the plaintiffs filed an appeal of the Court’s decision. On June 30, 2009, the Court of Appeals denied plaintiffs’ appeal.

The Blaszkowski Case. On April 11, 2008, the plaintiffs in the Blaszkowski case filed their fourth amended complaint. On September 12, 2008 and October 9, 2008, plaintiffs filed stipulations of dismissal with respect to their complaint against certain of the defendants, including the Company. The U.S. District Court for the Southern District of Florida entered such requested dismissals on such dates, resulting in the dismissal of all claims against the Company.

As previously reported in the 2009 Annual Report:

On October 14, 2008, Fresh Del Monte Produce Inc. (“Fresh Del Monte”) filed a complaint against the Company in U.S. District Court for the Southern District of New York. Fresh Del Monte amended its complaint on November 5, 2008. Under a trademark license agreement with the Company, Fresh Del Monte holds the rights to use the Del Monte name and trademark with respect to fresh fruit, vegetables and produce throughout the world (including the United States). Fresh Del Monte alleges that the Company breached the trademark license agreement through the marketing and sale of certain of its products sold in the refrigerated produce section of customers’ stores, including Del Monte Fruit Naturals products and the more recently introduced Del Monte Refrigerated Grapefruit Bowls. Fresh Del Monte also alleges that the Company’s advertising for certain of these products was false and misleading. Fresh Del Monte is seeking damages of $10.0, treble damages with respect to its false advertising claim, and injunctive relief. On October 14, 2008, Fresh Del Monte filed a motion for a preliminary injunction, asking the Court to enjoin the Company from making certain claims about its refrigerated products. On October 23, 2008, the Court denied that motion. The Company denies Fresh Del Monte’s allegations and plans to vigorously defend itself. Additionally, on November 21, 2008, the Company filed counter-claims against Fresh Del Monte, alleging that Fresh Del Monte has breached the trademark license agreement. Specifically, the Company alleges, among other things, that Fresh Del Monte’s “medley” products (vegetables with a dipping sauce or fruit with a caramel sauce) violate the trademark license agreement.

Del Monte is also involved from time to time in various legal proceedings incidental to its business (or its former seafood business), including proceedings involving product liability claims, workers’ compensation and other employee claims, tort claims and other general liability claims, for which the Company carries insurance, as well as trademark, copyright, patent infringement and related litigation. Additionally, Del Monte is involved from time to time in claims relating to environmental remediation and similar events. While it is not feasible to predict or determine the ultimate outcome of these matters, the Company believes that none of these legal proceedings will have a material adverse effect on its financial position.

15

DEL MONTE FOODS COMPANY AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

For the three and six months ended November 1, 2009

(in millions, except share and per share data)

(unaudited)

Note 14. Segment Information

The Company has the following reportable segments:

• The Consumer Products reportable segment includes the Consumer Products operating segment, which manufactures markets and sells branded and private label shelf-stable products, including fruit, vegetable, tomato and broth products.

• The Pet Products reportable segment includes the Pet Products operating segment, which manufactures, markets and sells branded and private label dry and wet pet food and pet snacks.

The Company’s chief operating decision-maker, its Chief Executive Officer, reviews financial information presented on a consolidated basis accompanied by disaggregated information on net sales and operating income, by operating segment, for purposes of making decisions and assessing financial performance. The chief operating decision-maker reviews assets of the Company on a consolidated basis only. The accounting policies of the individual operating segments are the same as those of the Company.

The following table presents financial information about the Company’s reportable segments:

	Three Months Ended						Six Months Ended
	November 1, 2009			October 26, 2008			November 1, 2009			October 26, 2008
Net Sales:
Consumer Products	$	536.8		$	491.9		$	938.2		$	875.4
Pet Products		422.1			409.1			834.4			751.8
Total Company	$	958.9		$	901.0		$	1,772.6		$	1,627.2
Operating Income:
Consumer Products	$	72.5		$	45.8		$	104.6		$	55.6
Pet Products		84.8			45.7			187.6			61.1
Corporate (a)		(16.7	)		(12.0	)		(30.7	)		(23.9	)
Total Company		140.6			79.5			261.5			92.8
Reconciliation to income from continuing operations before income taxes:
Interest expense		41.0			30.1			65.2			57.7
Other expense		0.8			12.0			2.7			10.9
Income from continuing operations before income taxes	$	98.8		$	37.4		$	193.6		$	24.2

(a) Corporate represents expenses not directly attributable to reportable segments.

Note 15. Subsequent Events

The FASB statement regarding subsequent events was adopted by the Company during the first quarter of fiscal 2010 as discussed in Note 2. This statement requires disclosures of the date through which subsequent events have been evaluated. The Company evaluated subsequent events through the date of the filing of this quarterly report on Form 10-Q on December 9, 2009.

16

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion is intended to further the reader’s understanding of the consolidated financial condition and results of operations of our Company. It should be read in conjunction with the financial statements included in this quarterly report on Form 10-Q and our annual report on Form 10-K for the year ended May 3, 2009 (the “2009 Annual Report”). These historical financial statements may not be indicative of our future performance. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks described in Part I, Item 1A. “Risk Factors” in our 2009 Annual Report and in Part II, Item 1A of this quarterly report on Form 10-Q.

Corporate Overview

Our Business. Del Monte Foods Company and its consolidated subsidiaries (“Del Monte” or the “Company”) is one of the country’s largest producers, distributors and marketers of premium quality, branded food and pet products for the U.S. retail market, with leading food brands such as Del Monte, S&W, Contadina, College Inn and other brand names, and food and snack brands for dogs and cats such as Meow Mix, Kibbles ‘n Bits, 9Lives, Milk-Bone, Pup-Peroni, Meaty Bone, Snausages, Pounce and other brand names.

We have two reportable segments: Consumer Products and Pet Products. The Consumer Products reportable segment includes the Consumer Products operating segment, which manufactures, markets and sells branded and private label shelf-stable products, including fruit, vegetable, tomato and broth products. The Pet Products reportable segment includes the Pet Products operating segment, which manufactures, markets and sells branded and private label dry and wet pet food and pet snacks.

On October 6, 2008, we (i) sold all of the outstanding stock of Galapesca S.A., Panapesca Fishing, Inc. and Marine Trading Pacific, Inc., (ii) caused Star-Kist Samoa, Inc. to be merged with and into a subsidiary of the purchaser and (iii) sold certain assets that are primarily related to the business of manufacturing, marketing, selling and distributing StarKist brand products and private label seafood products (such business, the “StarKist Seafood Business”). The divestiture included the sale of our manufacturing capabilities in American Samoa and Manta, Ecuador; and certain manufacturing assets associated with the StarKist Seafood Business located in Terminal Island, California and Guayaquil, Ecuador. For all periods presented, the operating results and assets and liabilities related to the StarKist Seafood Business have been classified as discontinued operations.

Key Performance Indicators

The following is a summary of some of our key performance indicators that we utilize to assess results of operations:

	Three Months Ended
	November 1, 2009			October 26, 2008			Change			% Change		Volume (a)		Rate (b)
	(in millions, except percentages)
Net Sales	$	958.9		$	901.0		$	57.9		6.4	%	2.1	%	4.3	%
Cost of Products Sold		649.7			666.5			(16.8	)	(2.5	%)	(0.5	%)	3.0	%
Gross Profit		309.2			234.5			74.7		31.9	%
Selling, General and Administrative Expense		168.6			155.0			13.6		8.8	%
Operating Income	$	140.6		$	79.5		$	61.1		76.9	%
Gross Margin		32.2	%		26.0	%
Selling, General and Administrative Expense as a % of net sales		17.6	%		17.2	%
Operating Income Margin		14.7	%		8.8	%
	Six Months Ended
	November 1, 2009			October 26, 2008			Change			% Change		Volume (a)		Rate (b)
	(in millions, except percentages)
Net Sales	$	1,772.6		$	1,627.2		$	145.4		8.9	%	1.0	%	7.9	%
Cost of Products Sold		1,203.5			1,233.3			(29.8	)	(2.4	%)	(0.3	%)	(2.1	%)
Gross Profit		569.1			393.9			175.2		44.5	%
Selling, General and Administrative Expense		307.6			301.1			6.5		2.2	%
Operating Income	$	261.5		$	92.8		$	168.7		181.8	%
Gross Margin		32.1	%		24.2	%
Selling, General and Administrative Expense as a % of net sales		17.4	%		18.5	%
Operating Income Margin		14.8	%		5.7	%

(a) This column represents the change, as compared to the prior year period, due to volume and mix. Volume represents the change resulting from the number of units sold, exclusive of any change in price. Volume changes in the above table include elasticity, the volume decline associated with price increases. Mix represents the change attributable to shifts in volume across products or channels.

(b) This column represents the change, as compared to the prior year period, attributable to per unit changes in net sales or cost of products sold.

17

Executive Overview

Our second quarter results include net sales of $958.9 million, which represents growth of 6.4% over the second quarter of fiscal 2009. Increased volume in existing products in the Consumer Products segment was the primary driver of the growth in net sales. The impact of the prior year’s pricing actions net of elasticity (the volume decline associated with price increases) also contributed to the growth in net sales. We expect net sales growth in the last six months of fiscal 2010 to be less than net sales growth in the first half of fiscal 2010 as the year-over-year impact of fiscal 2009 pricing actions primarily benefitted the first half of fiscal 2010. In addition, the fourth quarter of fiscal 2010 contains one less week than the fourth quarter of fiscal 2009.

During the second quarter of fiscal 2010, we experienced lower overall costs as compared to the prior year quarter driven by productivity savings, lower transportation–related costs and lower Pet Products ingredient costs (particularly in commodities such as fats and grains). These cost decreases were partially offset by higher packaging and raw product costs. Gross margin increased by 620 basis points in the second quarter of fiscal 2010 as compared to the second quarter of fiscal 2009 primarily as a result of the prior year’s pricing actions, lower costs and favorable product mix. While we continue to expect fiscal 2010 gross margin to be higher than fiscal 2009 gross margin, we expect that gross margin in the second half of fiscal 2010 will be lower than gross margin in the first half of fiscal 2010 driven by increased promotional activity, a less favorable cost environment and less favorable product mix. We have hedged approximately 80% of our hedgeable key commodities for fiscal 2010. These hedgeable key commodities represent approximately 15% of our cost of products sold. For the full year, we expect that the impact of our productivity savings will more than offset fiscal 2010 cost increases.

Our operating income for the three months ended November 1, 2009 was $140.6 million, which represented an increase of $61.1 million or 76.9% compared to the three months ended October 26, 2008. The increase in operating income was driven by the increased gross margin discussed above, partially offset by higher marketing costs in support of our growth strategy. We expect our year-over-year growth in marketing spending to accelerate significantly in the remainder of fiscal 2010. We expect marketing spending to increase approximately 55-65% in fiscal 2010 over fiscal 2009.

Critical Accounting Policies and Estimates

Our discussion and analysis of the financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we reevaluate our estimates, including those related to trade promotions, retirement benefits, goodwill and intangibles, and retained-insurance liabilities. Estimates in the assumptions used in the valuation of our stock compensation expense are updated periodically and reflect conditions that existed at the time of each new issuance of stock awards. We base estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. For all of these estimates, we caution that future events rarely develop exactly as forecasted, and, therefore, these estimates routinely require adjustment.

Management has discussed the selection of critical accounting policies and estimates with the Audit Committee of the Board of Directors, and the Audit Committee has reviewed our disclosure relating to critical accounting policies and estimates in this quarterly report on Form 10-Q. Our significant accounting policies are described in Note 2 to our Consolidated Financial Statements included in our 2009 Annual Report. The following is a summary of the more significant judgments and estimates used in the preparation of our consolidated financial statements:

Trade Promotions

Trade promotions are an important component of the sales and marketing of our products, and are critical to the support of our business. Trade promotion costs include amounts paid to encourage retailers to offer temporary price reductions for the sale of our products to consumers, to advertise our products in their circulars, to obtain favorable display positions in their stores, and to obtain shelf space. We accrue for trade promotions, primarily at the time products are sold to customers, by reducing sales and recording a corresponding accrued liability. The amount we accrue is based on an estimate of the level of performance of the trade promotion, which is dependent upon factors such as historical trends with similar promotions, expectations regarding customer and consumer participation, and sales and payment trends with similar previously offered programs. Our original estimated costs of trade promotions are reasonably likely to change in the future as a result of changes in trends with regard to customer and consumer participation,

18

particularly for new programs and for programs related to the introduction of new products. We perform monthly evaluations of our outstanding trade promotions; making adjustments, where appropriate, to reflect changes in our estimates. The ultimate cost of a trade promotion program is dependent on the relative success of the events and the actions and level of deductions taken by our customers for amounts they consider due to them. Final determination of the permissible trade promotion amounts due to a customer generally may take up to 18 months from the product shipment date. Our evaluations during the three and six months ended November 1, 2009 and October 26, 2008 resulted in no significant adjustments to our estimates relating to trade promotion liability.

Retirement Benefits

We sponsor non-contributory defined benefit pension plans (“DB plans”), defined contribution plans, multi-employer plans and certain other unfunded retirement benefit plans for our eligible employees. The amount of DB plans benefits eligible retirees receive is based on their earnings and age. Retirees may also be eligible for medical, dental and life insurance benefits (“other benefits”) if they meet certain age and service requirements at retirement. Generally, other benefit costs are subject to plan maximums, such that the Company and retiree both share in the cost of these benefits.

Our Assumptions. We utilize independent third-party actuaries to assist us in calculating the expense and liabilities related to the DB plans benefits and other benefits. DB plans benefits or other benefits which are expected to be paid are expensed over the employees’ expected service period. The actuaries measure our annual DB plans benefits and other benefits expense by relying on certain assumptions made by us. Such assumptions include:

• The discount rate used to determine projected benefit obligation and net periodic benefit cost (DB plans benefits and other benefits);

• The expected long-term rate of return on assets (DB plans benefits);

• The rate of increase in compensation levels (DB plans benefits); and

• Other factors including employee turnover, retirement age, mortality and health care cost trend rates.

These assumptions reflect our historical experience and our best judgment regarding future expectations. The assumptions, the plan assets and the plan obligations are used to measure our annual DB plans benefits expense and other benefits expense.

Since the DB plans benefits and other benefits liabilities are measured on a discounted basis, the discount rate is a significant assumption. The discount rate was determined based on an analysis of interest rates for high-quality, long-term corporate debt at each measurement date. In order to appropriately match the bond maturities with expected future cash payments, we utilize differing bond portfolios to estimate the discount rates for the DB plans and for the other benefits. The discount rate used to determine DB plans and other benefits projected benefit obligation as of the balance sheet date is the rate in effect at the measurement date. The same rate is also used to determine DB plans and other benefits expense for the following fiscal year. The long-term rate of return for DB plans’ assets is based on our historical experience, our DB plans’ investment guidelines and our expectations for long-term rates of return. Our DB plans’ investment guidelines are established based upon an evaluation of market conditions, tolerance for risk, and cash requirements for benefit payments.

During the three and six months ended November 1, 2009, we recognized expense for our qualified DB plans of $4.9 million and $9.9 million respectively, and other benefits expense of $0.4 million and $0.8 million, respectively. Our remaining fiscal 2010 pension expense for our qualified DB plans is currently estimated to be approximately $10.0 million and other benefits expense is currently estimated to be approximately $0.7 million. Our actual future pension and other benefit expense amounts may vary depending upon the accuracy of our original assumptions and future assumptions.

Goodwill and Intangibles

Del Monte produces, distributes and markets products under many different brand names. Although each of our brand names has value, only those that have been purchased have a carrying amount on our consolidated balance sheet. During an acquisition, the purchase price is allocated to identifiable assets and liabilities, including brand names and other intangibles, based on estimated fair value, with any remaining purchase price recorded as goodwill.

We have evaluated our capitalized brand names and determined that some have lives that generally range from 15 to 40 years (“Amortizing Brands”) and others have indefinite lives (“Non-Amortizing Brands”). Non-Amortizing Brands typically have significant market share and a history of strong earnings and cash flow, which we expect to continue into the foreseeable future.

Amortizing Brands are amortized over their estimated lives. We review the asset groups containing Amortizing Brands (including related tangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. An asset or asset group is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset or asset group is expected to generate. If an asset or asset group is considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the asset exceeds its fair value. Non-Amortizing Brands and goodwill are not amortized, but are instead tested for impairment at least annually. Non-Amortizing Brands are considered impaired if

19

the carrying amount exceeds the estimated fair value. Goodwill is considered impaired if the carrying amount of the reporting unit containing the goodwill exceeds its estimated fair value. If estimated fair value is less than the book value, the asset is written down to the estimated fair value and an impairment loss is recognized.

The estimated fair value of our Non-Amortizing Brands is determined using the relief from royalty method, which is based upon the estimated rent or royalty we would pay for the use of a brand name if we did not own it. For goodwill, the estimated fair value of a reporting unit is determined using the income approach, which is based on the cash flows that the unit is expected to generate over its remaining life, and the market approach, which is based on market multiples of similar businesses. Our reporting units are the same as our operating segments—Consumer Products and Pet Products—reflecting the way that we manage our business. Annually, we engage third party valuation experts to assist in this process. Considerable management judgment is necessary in estimating future cash flows, market interest rates, discount rates and other factors affecting the valuation of goodwill and intangibles, including the operating and macroeconomic factors that may affect them. We use historical financial information, internal plans and projections, and industry information in making such estimates.

We did not recognize any impairment charges for our Amortizing Brands or goodwill during the three and six months ended November 1, 2009 and October 26, 2008. During the three and six months ended November 1, 2009, we recognized an impairment charge of $3.0 million related to one of our Pet Products Non-Amortizing Brands and moved this brand (with a remaining book value of $8.0 million) from Non-Amortizing to Amortizing Brands. We did not recognize any impairment charge for our Non-Amortizing Brands during the three and six months ended October 26, 2008. While we currently believe the fair value of all of our intangible assets exceeds carrying amount, different assumptions regarding future performance and discount rates could result in future impairment losses.

Stock Compensation Expense

We believe an effective way to align the interests of certain employees with those of our stockholders is through employee stock-based incentives. We typically issue two types of employee stock-based incentives: stock options and restricted stock incentives (“Restricted Shares”).

Stock options are stock incentives in which employees benefit to the extent our stock price exceeds the strike price of the stock option before expiration. A stock option is the right to purchase a share of our common stock at a predetermined exercise price. For the stock options that we grant, the employee’s exercise price is typically equivalent to our stock price on the date of the grant (as set forth in our stock incentive plan). Typically, these employees vest in stock options in equal annual installments over a four-year period and such options generally have a ten-year term until expiration.

Restricted Shares are stock incentives in which employees receive the rights to own shares of our common stock and do not require the employee to pay an exercise price. Restricted Shares include restricted stock units, performance share units and performance accelerated restricted stock units. Restricted stock units vest over a period of time. Performance share units vest at predetermined points in time if certain corporate performance goals are achieved or are forfeited if such goals are not met. Performance accelerated restricted stock units vest at a point in time, which may accelerate if certain stock performance measures are achieved.

Fair Value Method of Accounting. We follow the fair value method of accounting for stock-based compensation, under which employee stock option grants and other stock-based compensation are expensed over the vesting period, based on the fair value at the time the stock-based compensation is granted.

Valuation of Stock Options. We measure stock option expense at the date of grant using the Black-Scholes valuation model. This model estimates the fair value of the options based on a number of assumptions, such as interest rates, employee exercises, the current price and expected volatility of our common stock and expected dividends, if any. The expected life is a significant assumption as it determines the period for which the risk-free interest rate, volatility and dividend yield must be applied. The expected life is the average length of time in which we expect our employees to exercise their options. Expected stock volatility reflects movements in our stock price over a historical period that matches the expected life of the options. The risk-free interest rate is based on the expected U.S. Treasury rate over the expected life. The dividend yield assumption is based on our expectations regarding the future payment of dividends as of the grant date.

Valuation of Restricted Stock Units and Performance Share Units. The fair value of restricted stock units is calculated by multiplying the average of the high and low price of Del Monte’s common stock on the date of grant by the number of shares granted. The fair value of performance share units is determined based on a model which considers the estimated probability of possible outcomes. For stock awards that are not credited with dividends during the vesting period, the fair value of the stock award is reduced by the present value of the expected dividend stream during the vesting period.

Retained-Insurance Liabilities

Our business exposes us to the risk of liabilities arising out of our operations. For example, liabilities may arise out of claims of employees, customers or other third parties for personal injury or property damage occurring in the course of our operations. We

20

manage these risks through various insurance contracts from third-party insurance carriers. We, however, retain an insurance risk for the deductible portion of each claim. For example, the deductible under our loss-sensitive workers’ compensation insurance policy is up to $0.5 million per claim. An independent third-party actuary is engaged to assist us in estimating the ultimate costs of certain retained insurance risks. Actuarial determination of our estimated retained-insurance liability is based upon the following factors:

• Losses which have been reported and incurred by us;

• Losses which we have knowledge of but have not yet been reported to us;

• Losses which we have no knowledge of but are projected based on historical information from both our Company and our industry; and

• The projected costs to resolve these estimated losses.

Our estimate of retained-insurance liabilities is subject to change as new events or circumstances develop which might materially impact the ultimate cost to settle these losses. During the three and six months ended November 1, 2009, we increased our estimate of retained-insurance liabilities related to prior year by approximately $3.4 million primarily as a result of the escalation in healthcare costs on open prior year claims. This increase was partially offset by a $1.1 million reduction in retained insurance liabilities related to prior years as a result of the early closure of a claim. During the three and six months ended October 26, 2008, we reduced our estimate of retained-insurance liabilities related to prior year by approximately $2.3 million primarily as a result of favorable claim history.

Results of Operations

The following discussion provides a summary of operating results for the three and six months ended November 1, 2009, compared to the results for the three and six months ended October 26, 2008.

Net Sales

	Three Months Ended
	November 1, 2009		October 26, 2008		Change		% Change		Volume (a)		Rate (b)
	(in millions, except percentages)
Net Sales
Consumer Products	$	536.8	$	491.9	$	44.9	9.1	%	7.6	%	1.5	%
Pet Products		422.1		409.1		13.0	3.2	%	(4.4	%)	7.6	%
Total	$	958.9	$	901.0	$	57.9	6.4	%
	Six Months Ended
	November 1, 2009		October 26, 2008		Change		% Change		Volume (a)		Rate (b)
	(in millions, except percentages)
Net Sales
Consumer Products	$	938.2	$	875.4	$	62.8	7.2	%	1.8	%	5.4	%
Pet Products		834.4		751.8		82.6	11.0	%	0.1	%	10.9	%
Total	$	1,772.6	$	1,627.2	$	145.4	8.9	%

(a) This column represents the change, as compared to the prior year period, due to volume and mix. Volume represents the change resulting from the number of units sold, exclusive of any change in price. Volume changes in the above table include elasticity, the volume decline associated with price increases. Mix represents the change attributable to shifts in volume across products or channels.

(b) This column represents the change, as compared to the prior year period, attributable to per unit changes in net sales or cost of products sold.

Net sales for the three months ended November 1, 2009 were $958.9 million, an increase of $57.9 million or 6.4%, compared to $901.0 million for the three months ended October 26, 2008. Net sales for the six months ended November 1, 2009 were $1,772.6 million, an increase of $145.4 million or 8.9%, compared to $1,627.2 million for the six months ended October 26, 2008.

Net sales in our Consumer Products reportable segment were $536.8 million for the three months ended November 1, 2009, an increase of $44.9 million or 9.1% compared to the three months ended October 26, 2008. The increase in net sales was primarily driven by increased volume of certain existing products, primarily vegetables due to increased promotional activity in the current quarter as compared to the year-ago quarter. Additionally, growth in lower margin South American sales contributed to the growth of existing products. New product sales also contributed to the increase in net sales.

21

Net sales in our Consumer Products reportable segment were $938.2 million for the six months ended November 1, 2009, an increase of $62.8 million or 7.2%, compared to the six months ended October 26, 2008. The increase in net sales was primarily driven by increased volume of certain existing products, primarily vegetables relating to increased promotional activity in the current period as compared to the year-ago period. Additionally, growth in lower margin South American sales contributed to the growth of existing products. Net pricing (pricing, net of the volume decline associated with price increases, or elasticity) and new product sales also contributed to the increase in net sales.

Net sales in our Pet Products reportable segment were $422.1 million for the three months ended November 1, 2009, an increase of $13.0 million or 3.2% compared to $409.1 million for the three months ended October 26, 2008. The increase was driven by net pricing (pricing, net of the volume decline associated with price increases, or elasticity). Excluding the impact of elasticity, volume was flat primarily as a result of the decision to not repeat certain dog food promotions that were in place in the prior year quarter and a fiscal 2010 shift in certain pet snack promotions from the second quarter to the third quarter.

Net sales in our Pet Products reportable segment were $834.4 million for the six months ended November 1, 2009, an increase of $82.6 million or 11.0% compared to $751.8 million for the six months ended October 26, 2008. The increase was driven by volume growth (excluding the impact of elasticity) in existing products (primarily pet snacks) and net pricing (pricing, net of the volume decline associated with price increases, or elasticity). New product sales also contributed to the increase in net sales.

Cost of products sold. Cost of products sold for the three months ended November 1, 2009 was $649.7 million, a decrease of $16.8 million, or 2.5%, compared to $666.5 million for the three months ended October 26, 2008. Cost of products sold for the six months ended November 1, 2009 was $1,203.5 million, a decrease of $29.8 million, or 2.4%, compared to $1,233.3 million for the six months ended October 26, 2008. These decreases were primarily due to continued productivity savings, lower transportation-related costs and lower commodity costs, partially offset by higher raw product and packaging costs.

Gross margin. Our gross margin percentage for the three months ended November 1, 2009 increased 6.2 points to 32.2%, compared to 26.0% for the three months ended October 26, 2008. Pricing benefitted gross margin by 3.0 points. This increase was also impacted by a 2.1 margin point increase related to the lower costs noted above and a 1.1 margin point increase due to favorable product mix.

For the six months ended November 1, 2009, our gross margin percentage increased 7.9 points to 32.1%, compared to 24.2% for the six months ended October 26, 2008. Pricing benefitted gross margin by 5.5 points. This increase was also impacted by a 1.5 margin point increase related to the lower costs noted above and a 0.9 margin point increase due to favorable product mix.

We expect that gross margin for the full fiscal year will be lower than the gross margin for the first and second quarters, driven by increased promotional activity, a less favorable cost environment and less favorable product mix. However, we expect that gross margin for the full fiscal year will be higher than the gross margin in fiscal 2009, driven primarily by the impact of fiscal 2009 pricing and lower costs.

Selling, general and administrative expense. Selling, general and administrative (“SG&A”) expense for the three months ended November 1, 2009 was $168.6 million, an increase of $13.6 million, or 8.8%, compared to SG&A of $155.0 million for the three months ended October 26, 2008. The increase in SG&A expense was primarily due to higher marketing costs reflecting increased investments behind products in both the Consumer and Pet Products segments, partially offset by lower transportation-related costs.

For the six months ended November 1, 2009, SG&A expense was $307.6 million, an increase of $6.5 million, or 2.2%, compared to SG&A of $301.1 million for the six months ended October 26, 2008. The increase in SG&A expense was primarily due to higher marketing costs as described above, partially offset by lower transportation-related costs.

22

Operating Income

	Three Months Ended
	November 1, 2009			October 26, 2008			Change			% Change
	(in millions, except percentages)
Operating Income
Consumer Products	$	72.5		$	45.8		$	26.7		58.3	%
Pet Products		84.8			45.7			39.1		85.6	%
Corporate (a)		(16.7	)		(12.0	)		(4.7	)	(39.2	%)
Total	$	140.6		$	79.5		$	61.1		76.9	%
	Six Months Ended
	November 1, 2009			October 26, 2008			Change			% Change
	(in millions, except percentages)
Operating Income
Consumer Products	$	104.6		$	55.6		$	49.0		88.1	%
Pet Products		187.6			61.1			126.5		207.0	%
Corporate (a)		(30.7	)		(23.9	)		(6.8	)	(28.5	%)
Total	$	261.5		$	92.8		$	168.7		181.8	%

(a) Corporate represents expenses not directly attributable to reportable segments.

Operating income for the three months ended November 1, 2009 was $140.6 million, an increase of $61.1 million, or 76.9%, compared to operating income of $79.5 million for the three months ended October 26, 2008. For the six months ended November 1, 2009, operating income was $261.5 million, an increase of $168.7 million, or 181.8%, compared to operating income of $92.8 million for the six months ended October 26, 2008. We realized productivity savings of approximately $20.0 million and $37.0 million in the three and six months ended November 1, 2009, respectively, and approximately $16.0 million and $29.0 million for the three and six months ended October 26, 2008, respectively.

Our Consumer Products reportable segment operating income increased by $26.7 million, or 58.3%, to $72.5 million for the three months ended November 1, 2009 from $45.8 million for the three months ended October 26, 2008. This increase was driven by net pricing, increased volume and lower costs. For the six months ended November 1, 2009, our Consumer Products reportable segment operating income increased by $49.0 million, or 88.1%, to $104.6 million from $55.6 million for the six months ended October 26, 2008. This increase was driven by net pricing, increased volume and lower costs, partially offset by increased marketing spending.

Our Pet Products reportable segment operating income increased by $39.1 million, or 85.6%, to $84.8 million for the three months ended November 1, 2009 from $45.7 million for the three months ended October 26, 2008. This increase was driven by net pricing and decreased costs, partially offset by increased marketing spending. For the six months ended November 1, 2009, our Pet Products reportable segment operating income increased by $126.5 million, or 207.0%, to $187.6 million from $61.1 million for the six months ended October 26, 2008. This increase was driven by net pricing and decreased costs.

Our corporate expenses increased by $4.7 million during the three months ended November 1, 2009 compared to the prior year period primarily due to higher employee-related costs. Our corporate expenses increased by $6.8 million during the six months ended November 1, 2009 compared to October 26, 2008 primarily due to higher employee-related costs.

Interest expense. Interest expense increased $10.9 million, or 36.2%, to $41.0 million for the three months ended November 1, 2009 from $30.1 million for the three months ended October 26, 2008. Interest expense increased $7.5 million, or 13.0%, to $65.2 million for the six months ended November 1, 2009 from $57.7 million for the six months ended October 26, 2008. These increases resulted from $16.6 million in refinancing expense recognized in the current quarter, partially offset by lower debt levels and lower average interest rates.

Other expense. Other expense decreased $11.2 million, or 93.3%, to $0.8 million for the three months ended November 1, 2009 from $12.0 million for the three months ended October 26, 2008. Other expense decreased $8.2 million, or 75.2%, to $2.7 million for the six months ended November 1, 2009 from $10.9 million for the six months ended October 26, 2008. These decreases resulted primarily from lower mark-to-market adjustments for our hedging contracts incurred in the prior year periods.

23

Provision for Income Taxes. The effective tax rate for continuing operations for the three months ended November 1, 2009 was 36.6%, compared to 27.0% for the three months ended October 26, 2008. For the six months ended November 1, 2009, the effective tax rate for continuing operations was 37.2%, compared to 20.2% for the six months ended October 26, 2008. The change in the rates for the three and six month periods was primarily due to the benefit recorded in the second quarter of fiscal 2009 relating to the retroactive extension of a tax credit for companies operating in American Samoa. Due to the sale of the StarKist Seafood business, we have not received any additional tax benefits from the tax law change since the second quarter of fiscal 2009.

Income (Loss) from Discontinued Operations. The loss from discontinued operations of $0 and $0.3 million, respectively, for the three and six months ended November 1, 2009 is primarily related to minor activities as we perform the final wind-down of items related to the StarKist Seafood Business, which was sold in October 2008. See “Corporate Overview” above. The income from discontinued operations of $23.1 million and $21.0 million for the three and six months ended October 26, 2008 primarily results from a $29.6 million gain on the sale of our StarKist Seafood Business, which was sold in October 2008.

Liquidity and Capital Resources

We have cash requirements that vary based primarily on the timing of our inventory production for fruit, vegetable and tomato items. Inventory production relating to these items typically peaks during the first and second fiscal quarters. Our most significant cash needs relate to this seasonal inventory production, as well as to continuing cash requirements related to the production of our other products. In addition, our cash is used for the repayment, including interest and fees, of our primary debt obligations (i.e. our revolver and term loans under our senior credit facility, our senior subordinated notes and, if necessary, our letters of credit), contributions to our pension plans, expenditures for capital assets, lease payments for some of our equipment and properties, payment of dividends and other general business purposes. We have also used cash for acquisitions, expenditures related to our transformation plan and share repurchases. Although we expect to continue to pay dividends, the declaration and payment of future dividends, if any, is subject to determination by our Board of Directors each quarter and is limited by our senior credit facility and indentures. We may from time to time consider other uses for our cash flow from operations and other sources of cash. Such uses may include, but are not limited to, future acquisitions, transformation or restructuring plans or share repurchases. Our primary sources of cash are typically funds we receive as payment for the products we produce and sell and from our revolver under our senior credit facility.

As of November 1, 2009, we had made contributions to our defined benefit pension plans of $36.7 million in fiscal 2010. As of October 26, 2008, we had made fiscal 2009 contributions of $23.0 million. We currently meet and plan to continue to meet the minimum funding levels required under the Pension Protection Act of 2006 (the “Act”). While we have no required contributions during the remainder of fiscal 2010, we are evaluating whether we will make any additional contributions during the remainder of the fiscal year. The Act imposes certain consequences on our defined benefit pension plans if they do not meet the minimum funding levels. In addition to minimum funding levels, the Act encourages, but does not require, employers to fully fund their defined benefit pension plans and to meet incremental plan funding thresholds applicable prior to 2011. We no longer expect to meet the incremental plan funding targets or to fully fund our defined benefit pension plans by 2011. The Act has resulted in, and in the future may additionally result in, accelerated funding of our defined benefit pension plans. We continue to analyze the full impact of this law on our financial position, results of operations and cash flows. Refer to Note 12 to the Consolidated Financial Statements in our 2009 Annual Report for information about our defined benefit pension plans.

24

We believe that cash flow from operations and availability under our revolver will provide adequate funds for our working capital needs, planned capital expenditures, debt service obligations, planned payment of dividends and planned pension plan contributions for at least the next 12 months.

Our debt consists of the following, as of the dates indicated:

	November 1, 2009		May 3, 2009
	(in millions)
Short-term borrowings:
Revolver	$	55.7	$	—
Other		8.6		2.3
	$	64.3	$	2.3
Long-term debt:
Term A Loan	$	205.6	$	218.5
Term B Loan		636.4		639.7
Total Term Loans		842.0		858.2
8 5/8% senior subordinated notes		9.5		450.0
6 3/4% senior subordinated notes		250.0		250.0
7 1/2% senior subordinated notes		450.0		—
		1,551.5		1,558.2
Less unamortized discount on the 7 1/2% senior subordinated notes		7.7		—
Less current portion		147.9		32.3
	$	1,395.9	$	1,525.9

On October 1, 2009, we consummated a private placement offering of our senior subordinated notes due October 2019 with an aggregate principal amount of $450.0 million and a stated interest rate of 7 ¹/ 2% (the “New Notes”). We used proceeds from the New Notes along with other available funds to fund a tender offer for our outstanding 8 ⁵/8 % senior subordinated notes due 2012 (“Old Notes”). We purchased $440.5 million aggregate principal amount of the Old Notes pursuant to the tender offer. Old Notes totaling $9.5 million aggregate principal amount were not tendered and remained outstanding as of November 1, 2009. On December 2, 2009, we issued a notice to redeem such remaining Old Notes on December 16, 2009. We recognized $16.6 million of expense related to the issuance of the New Notes and tender offer for the Old Notes, which is included in interest expense in our condensed consolidated statement of income.

We borrowed $135.4 million under our revolver during the three and six months ended November 1, 2009. A total of $79.7 million was repaid during the three and six months ended November 1, 2009. As of November 1, 2009, the net availability under the revolver, which also reflects $63.5 million of outstanding letters of credit, was $330.8 million. The blended interest rate on the revolver was approximately 2.74% on November 1, 2009. Additionally, to maintain availability of funds under the revolver, we pay a 0.375% commitment fee on the unused portion of the revolver.

As of November 1, 2009, scheduled maturities of long-term debt are as follows (in millions):

Remainder of fiscal 2010	$	16.2
Fiscal 2011		331.2
Fiscal 2012		494.6
Fiscal 2013		9.5
Fiscal 2014		—
Fiscal 2015		250.0
Thereafter		450.0

During the next six months we expect to pursue refinancing of our senior credit facility in light of our scheduled maturities. Although we are currently targeting fiscal 2010, the timing, approach, and terms of any such refinancing would depend upon market conditions and management’s judgment, among other factors. Given the current economic environment, we expect that the interest rates on our debt will increase as a result of any such refinancing. In addition, the expenses associated with any such refinancing could be material.

25

Restrictive and Financial Covenants

Agreements relating to our long-term debt, including the credit agreement governing our senior credit facility (as amended from time to time, the “Senior Credit Facility”) and the indentures governing the senior subordinated notes, contain covenants that restrict the ability of Del Monte Corporation and its subsidiaries, among other things, to incur or guarantee indebtedness, issue capital stock, pay dividends on and redeem capital stock, prepay certain indebtedness, enter into transactions with affiliates, make other restricted payments, including investments, incur liens, consummate asset sales and enter into consolidations or mergers. Del Monte Corporation, the primary obligor on our debt obligations, is a direct, wholly-owned subsidiary of Del Monte Foods Company. Certain of these covenants are also applicable to Del Monte Foods Company.

In addition, we are required to meet a maximum total debt ratio and a minimum fixed charge coverage ratio under the Senior Credit Facility. As of November 1, 2009, we believe that we are in compliance with all such financial covenants. The maximum permitted total debt ratio decreases over time, as set forth in the Senior Credit Facility. Compliance with these covenants is monitored periodically in order to assess the likelihood of continued compliance. Our ability to continue to comply with these covenants may be affected by events beyond our control.

If we are unable to comply with the covenants under the Senior Credit Facility or any of the indentures governing our senior subordinated notes, there would be a default, which if not waived, could result in the acceleration of a significant portion of our indebtedness.

Contractual and Other Cash Obligations

The following table summarizes our contractual and other cash obligations at November 1, 2009:

	Payments due by period
	Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
	(in millions)
Long-term Debt	$	1,551.5	$	147.9	$	694.1	$	9.5	$	700.0
Capital Lease Obligations		—		—		—		—		—
Operating Leases		292.6		49.2		78.0		56.3		109.1
Purchase Obligations (1)		1,017.2		490.7		256.3		178.7		91.5
Other Long-term Liabilities Reflected on the Balance Sheet (2)		270.7		—		59.4		51.5		159.8
Total Contractual Obligations	$	3,132.0	$	687.8	$	1,087.8	$	296.0	$	1,060.4

(1) Purchase obligations consist primarily of fixed commitments under supply, ingredient, packaging, co-pack, grower commitments and other agreements. The amounts presented in the table do not include items already recorded in accounts payable and accrued expenses at November 1, 2009, nor does the table reflect obligations we are likely to incur based on our plans, but are not currently obligated to pay. Many of our contracts are requirement contracts and currently do not represent a firm commitment to purchase from our suppliers. Therefore, requirement contracts are not reflected in the above table. Certain of our suppliers commit resources based on our planned purchases and we would likely be liable for a portion of their expenses if we deviated from our communicated plans. In the above table, we have included estimates of the probable “breakage” expenses we would incur with these suppliers if we stopped purchasing from them as of November 1, 2009. Aggregate future payments for our grower commitments are estimated based on November 1, 2009 pricing and fiscal 2010 volume. Aggregate future payments under employment agreements are estimated generally assuming that each such employee will continue providing services for the next five years, that salaries remain at current levels, and that annual incentive awards to be paid with respect to each fiscal year shall be equal to the amounts actually paid with respect to fiscal 2009, the most recent period for which annual incentive awards have been paid.

(2) As of November 1, 2009, we had unrecognized tax benefits of $11.6 million. We are not able to reasonably estimate the timing of future cash flows related to this amount. As a result, this amount is not included in the table above.

26

Cash Flows

During the six months ended November 1, 2009, our cash and cash equivalents decreased by $123.8 million and during the six months ended October 26, 2008, our cash and cash equivalents decreased by $15.3 million.

	Six Months Ended
	November 1, 2009			October 26, 2008
	(in millions)
Net Cash Used in Operating Activities	$	(87.4	)	$	(276.8	)
Net Cash (Used in) Provided by Investing Activities		(45.7	)		307.1
Net Cash Provided by (Used in) Financing Activities		8.8			(45.0	)

Operating Activities. Cash used in operating activities for the six months ended November 1, 2009 was $87.4 million, compared to $276.8 million for the six months ended October 26, 2008. This change was primarily driven by higher earnings, partially offset by higher inventory levels in the first six months of fiscal 2010 primarily as a result of higher peach yields. The cash requirements of the Consumer Products operating segment vary significantly during the year to coincide with the seasonal growing cycles of fruit, vegetables and tomatoes. The vast majority of our fruit, vegetable and tomato inventories are produced during the packing season, from June through October, and then depleted during the remaining months of the fiscal year. As a result, the vast majority of our total operating cash flow is generated during the second half of the fiscal year.

Investing Activities. Cash used in investing activities for the six months ended November 1, 2009 was $45.7 million compared to cash provided by investing activities of $307.1 million for the six months ended October 26, 2008 . Cash provided by investing activities for the six months ended October 26, 2008 consisted of proceeds from the sale of the StarKist Seafood Business, partially offset by capital spending. Capital spending for the first six months of fiscal 2010 was $45.7 million compared to $39.9 million during the first six months of fiscal 2009. Capital spending for the remainder of fiscal 2010 is expected to approximate $45 million to $55 million and is expected to be funded by cash generated by operating activities.

Financing Activities. Cash provided by financing activities for the six months ended November 1, 2009 was $8.8 million compared to cash used in financing activities of $45.0 million for the six months ended October 26, 2008. During the first six months of fiscal 2010, we borrowed a net of $62.0 million in short-term borrowings, compared to $289.5 million during the first six months of fiscal 2009 as a result of incurring seasonal borrowings for operations. As described in our 2009 Annual Report, at the end of fiscal 2009 we elected to retain cash generated during the year rather than make voluntary debt prepayments. As a result, our seasonal borrowings were lower in the first six months of fiscal 2010 as compared to the first six months of fiscal 2009. In addition, during the six months ended November 1, 2009, we received net proceeds from the issuance of the New Notes of $442.3 million, repaid $440.5 million of Old Notes, made repayments of $16.2 million towards our outstanding term loan principal, and paid $24.4 million of costs related to the issuance of the New Notes and tender offer for the Old Notes. During the six months ended October 26, 2008, we made repayments of $320.8 million towards our outstanding term loan principal. We also paid $17.8 million and $15.8 million in dividends during the six months ended November 1, 2009 and October 26, 2008, respectively.

Recently Issued Accounting Standards

In May 2009, the Financial Accounting Standards Board (“FASB”) issued a statement which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. The provisions of this statement are effective for interim and annual reporting periods ending after June 15, 2009 and were effective for us beginning in the first quarter of fiscal 2010. The adoption of this statement did not have an impact to our condensed consolidated financial statements. See Note 15. “Subsequent Events” in this quarterly report on Form 10-Q for the disclosures required by this statement.

In June 2009, the FASB issued a statement which establishes the FASB Accounting Standards Codification (“ASC”). The ASC establishes two levels of GAAP—authoritative and non-authoritative. The ASC is the source of authoritative, nongovernmental GAAP, except for rules and interpretive releases of the Securities and Exchange Commission. Effective for financial statements issued for interim and annual periods ending after September 15, 2009, the ASC was adopted by us in the second quarter of fiscal 2010. The adoption of the ASC did not impact our consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have a risk management program which was adopted with the objective of minimizing our exposure to changes in interest rates, commodity and other prices and foreign currency exchange rates. We do not trade or use instruments with the objective of earning financial gains on price fluctuations alone or use instruments where there are not underlying exposures.

During the six months ended November 1, 2009, we were primarily exposed to the risk of loss resulting from adverse changes in interest rates, commodity and other prices and foreign currency exchange rates, which affect interest expense on our floating-rate obligations and the cost of our raw materials and other inputs, respectively.

27

Interest Rates: Our debt primarily consists of floating rate term loans and fixed rate notes. We also use our floating rate revolver primarily to fund seasonal working capital needs and other uses of cash. Interest expense on our floating rate debt is typically calculated based on a fixed spread over a reference rate, such as LIBOR. Therefore, fluctuations in market interest rates will cause interest expense increases or decreases on a given amount of floating rate debt.

We manage a portion of our interest rate risk related to floating rate debt by entering into interest rate swaps in which we receive floating rate payments and make fixed rate payments. On September 6, 2007, we entered into an interest rate swap, with a notional amount of $400.0 million, as the fixed rate payer. The swap has an effective date of October 26, 2007 and a maturity date of October 29, 2010. A formal cash flow hedge accounting relationship was established between the swap and a portion of our interest payment on our floating rate debt.

The fair value of our interest rate swap was recorded as a current liability of $17.0 million at November 1, 2009. The fair value of our interest rate swap was recorded as a non-current liability of $21.1 million at May 3, 2009.

Assuming average floating rate loans during the period, a hypothetical one percentage point increase in interest rates would have increased interest expense by approximately $2.6 million and $4.2 million for the six months ended November 1, 2009 and October 26, 2008, respectively.

Commodities: We purchase certain commodities such as soybean meal, corn, wheat, soybean oil, diesel fuel and natural gas (collectively, “commodity contracts”), in the course of normal operations. As part of our commodity risk management activities, we use derivative financial instruments, primarily futures, swaps and options, to reduce the effect of changing prices and as a mechanism to procure the underlying commodity. We use futures, swaps or options contracts as deemed appropriate to reduce the effect of price fluctuations on anticipated purchases. We account for these commodities derivatives as either cash flow or economic hedges. For cash flow hedges, the effective portion of derivative gains and losses is deferred in equity and recognized as part of cost of products sold in the appropriate period and the ineffective portion is recognized as other income or expense. Changes in the value of economic hedges are recorded directly in earnings.

On November 1, 2009, the fair values of our commodities hedges were recorded as current assets of $6.1 million and current liabilities of $5.1 million. On May 3, 2009, the fair values of our commodities hedges were recorded as current assets of $1.9 million and current liabilities of $17.0 million.

The sensitivity analyses presented below are the measures of potential losses of fair value resulting from hypothetical changes in market prices related to commodities. Sensitivity analyses do not consider the actions we may take to mitigate our exposure to changes, nor do they consider the effects such hypothetical adverse changes may have on overall economic activity. Actual changes in market prices may differ from hypothetical changes.

	November 1, 2009		May 3, 2009
	(in millions)
Effect of a hypothetical 10% change in fair value
Commodity Contracts	$	10.1	$	6.6

Foreign Currency: We manage our exposure to fluctuations in foreign currency exchange rates by entering into forward contracts to cover a portion of our projected expenditures paid in local currency. These contracts generally have a term of less than 24 months and qualify as cash flow hedges for accounting purposes. Accordingly, the effective derivative gains and losses are deferred in equity and recognized in the period the expenditure is incurred as part of cost of products sold or other income or expense.

28

The table below presents our foreign currency derivative contracts as of November 1, 2009 and May 3, 2009. All of the foreign currency derivative contracts held on November 1, 2009 are scheduled to mature prior to the end of fiscal 2011.

	November 1, 2009		May 3, 2009
	(in millions)
Contract Amount (Mexican pesos) ($ in millions)	$	29.1	$	37.5
Contract Amount ($CAD) (in millions)		11.6		12.9

A summary of the fair value and the market risk associated with a hypothetical 10% adverse change in currency exchange rates on our foreign currency hedges is as follows:

	November 1, 2009			May 3, 2009
	(in millions)
Fair value of foreign currency contracts, net asset (liability)	$	2.1		$	(0.4	)
Potential net loss in fair value of a hypothetical 10% adverse change in currency exchange rates		(1.7	)		(4.1	)

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, or “Disclosure Controls,” as of the end of the period covered by this quarterly report on Form 10-Q. This evaluation, or “Controls Evaluation” was performed under the supervision and with the participation of management, including our Chairman of the Board, President, Chief Executive Officer and Director (our “CEO”) and our Executive Vice President, Administration and Chief Financial Officer (our “CFO”). Disclosure Controls are controls and procedures designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this quarterly report, is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure Controls include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our CEO and CFO, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our Disclosure Controls include some, but not all, components of our internal control over financial reporting.

Based upon the Controls Evaluation, and subject to the limitations noted in this Part I, Item 4, our CEO and CFO have concluded that as of the end of the period covered by this quarterly report on Form 10-Q, our Disclosure Controls were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission, and that material information relating to Del Monte and its consolidated subsidiaries is made known to management, including the CEO and CFO, particularly during the period when our periodic reports are being prepared.

Limitations on the Effectiveness of Controls

Our management, including our CEO and CFO, does not expect that our Disclosure Controls or our internal controls will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Del Monte have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

29

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended) during the most recent fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

CEO and CFO Certifications

The certifications of the CEO and the CFO required by Rule 13a-14 of the Securities Exchange Act of 1934, as amended, or the “Rule 13a-14 Certifications” are filed as Exhibits 31.1 and 31.2 of this quarterly report on Form 10-Q. This “Controls and Procedures” section of the quarterly report on Form 10-Q includes the information concerning the Controls Evaluation referred to in the Rule 13a-14 Certifications and this section should be read in conjunction with the Rule 13a-14 Certifications for a more complete understanding of the topics presented.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Except as set forth below, there have been no material developments in our legal proceedings since the legal proceedings reported in our 2009 Annual Report:

On October 13, 2009, Kara Moline and Debra Lowe filed a class action complaint against us in San Francisco Superior Court, alleging violations of California’s False Advertising Act, Unfair Competition Law, and Consumer Legal Remedies Act. Specifically, the plaintiffs allege that we engaged in false and misleading advertising in the labeling of Nature’s Recipe Farm Stand Selects dog food. The plaintiffs seek injunctive relief, disgorgement of profits in an undisclosed amount, and attorneys’ fees. Additionally, the plaintiffs are seeking class certification. We deny plaintiffs’ allegations and plan to vigorously defend ourselves.

As previously reported in our quarterly report on Form 10-Q for the period ended August 2, 2009:

Beginning with the pet food recall announced by Menu Foods, Inc. in March 2007, many major pet food manufacturers, including us, announced recalls of select products. We believe there have been over 90 class actions and purported class actions relating to these pet food recalls. We have been named as a defendant in seven class actions or purported class actions related to our pet food and pet snack recall, which we initiated March 31, 2007.

We are currently a defendant in the following case:

• Picus v. Del Monte filed on April 30, 2007 in state court in Las Vegas, Nevada.

We were a defendant in the following cases:

• Carver v. Del Monte filed on April 4, 2007 in the U.S. District Court for the Eastern District of California;

• Ford v. Del Monte filed on April 7, 2007 in the U.S. District Court for the Southern District of California;

• Hart v. Del Monte filed on April 10, 2007 in state court in Los Angeles, California;

• Schwinger v. Del Monte filed on May 15, 2007 in the U.S. District Court for the Western District of Missouri;

• Tompkins v. Del Monte filed on July 13, 2007 in the U.S. District Court for the District of Colorado; and

• Blaszkowski v. Del Monte filed on May 9, 2007 in the U.S. District Court for the Southern District of Florida.

The named plaintiffs in these seven cases allege or alleged that their pets suffered injury and/or death as a result of ingesting our and other defendants’ allegedly contaminated pet food and pet snack products. The Picus and Blaszkowski cases also contain or contained allegations of false and misleading advertising by us.

By order dated June 28, 2007, the Carver, Ford, Hart, Schwinger, and Tompkins cases were transferred to the U.S. District Court for the District of New Jersey and consolidated with other purported pet food class actions under the federal rules for multi-district litigation. The Blaszkowski and Picus cases were not consolidated.

The Multi-District Litigation Cases. The plaintiffs and defendants in the multi-district litigation cases, including the five consolidated cases in which we were a defendant, tentatively agreed to a settlement which was submitted to the U.S. District Court for the District of New Jersey on May 22, 2008. On May 30, 2008, the Court granted preliminary approval to the settlement. Pursuant to the Court’s order, notice of the settlement was disseminated to the public by mail and publication beginning June 16, 2008. Members of the class were allowed to opt-out of the settlement until August 15, 2008. On November 19, 2008, the Court entered orders approving the settlement, certifying the class and dismissing the complaints against the defendants, including us. The total settlement was $24.0 million. The portion of our contribution to this settlement was $250,000, net of insurance recovery. Four class members have filed objections to the settlement, which objections have been denied by the Court. On December 3, 2008 and December 12, 2008, these class members filed Notices of Appeal.

30

The Picus Case. The plaintiffs in the Picus case are seeking certification of a class action as well as unspecified damages and injunctive relief against further distribution of the allegedly defective products. We have denied the allegations made in the Picus case. On October 12, 2007, we filed a motion to dismiss in the Picus case. The state court in Las Vegas, Nevada granted our motion in part and denied our motion in part. On December 14, 2007, other defendants in the case filed a motion to deny class certification. On March 16, 2009, the Court granted the motion to deny class certification. On March 25, 2009, the plaintiffs filed an appeal of the Court’s decision. On June 30, 2009, the Court of Appeals denied plaintiffs’ appeal.

The Blaszkowski Case. On April 11, 2008, the plaintiffs in the Blaszkowski case filed their fourth amended complaint. On September 12, 2008 and October 9, 2008, plaintiffs filed stipulations of dismissal with respect to their complaint against certain of the defendants, including us. The U.S. District Court for the Southern District of Florida entered such requested dismissals on such dates, resulting in the dismissal of all claims against us.

As previously reported in the 2009 Annual Report:

On October 14, 2008, Fresh Del Monte Produce Inc. (“Fresh Del Monte”) filed a complaint against us in U.S. District Court for the Southern District of New York. Fresh Del Monte amended its complaint on November 5, 2008. Under a trademark license agreement with us, Fresh Del Monte holds the rights to use the Del Monte name and trademark with respect to fresh fruit, vegetables and produce throughout the world (including the United States). Fresh Del Monte alleges that we breached the trademark license agreement through the marketing and sale of certain of our products sold in the refrigerated produce section of customers’ stores, including Del Monte Fruit Naturals products and the more recently introduced Del Monte Refrigerated Grapefruit Bowls. Fresh Del Monte also alleges that our advertising for certain of these products was false and misleading. Fresh Del Monte is seeking damages of $10.0 million, treble damages with respect to its false advertising claim, and injunctive relief. On October 14, 2008, Fresh Del Monte filed a motion for a preliminary injunction, asking the Court to enjoin us from making certain claims about our refrigerated products. On October 23, 2008, the Court denied that motion. We deny Fresh Del Monte’s allegations and plan to vigorously defend ourselves. Additionally, on November 21, 2008, we filed counter-claims against Fresh Del Monte, alleging that Fresh Del Monte has breached the trademark license agreement. Specifically, we allege, among other things, that Fresh Del Monte’s “medley” products (vegetables with a dipping sauce or fruit with a caramel sauce) violate the trademark license agreement.

We are also involved from time to time in various legal proceedings incidental to our business (or our former seafood business), including proceedings involving product liability claims, workers’ compensation and other employee claims, tort claims and other general liability claims, for which we carry insurance, as well as trademark, copyright, patent infringement and related litigation. Additionally, we are involved from time to time in claims relating to environmental remediation and similar events. While it is not feasible to predict or determine the ultimate outcome of these matters, we believe that none of these legal proceedings will have a material adverse effect on our financial position.

ITEM 1A. RISK FACTORS

This quarterly report on Form 10-Q, including the section entitled “Item 1. Financial Statements” and the section entitled “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Act of 1934. Statements that are not historical facts, including statements about our beliefs or expectations, are forward-looking statements. These statements are based on our plans, estimates and projections at the time we make the statements, and you should not place undue reliance on them. In some cases, you can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other comparable terms.

Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from those contained in or suggested by any forward-looking statement. These factors include, among others:

• competition, including pricing and promotional spending levels by competitors;

• our ability to maintain or increase prices and persuade consumers to purchase our branded products versus lower-priced branded and private label offerings;

• shifts in consumer purchases to lower-priced or other value offerings, particularly during economic downturns;

• our ability to implement productivity initiatives to control or reduce costs;

• our debt levels and ability to refinance, service or reduce our debt and comply with covenants;

• disruptions in the financial markets;

• the failure of the financial institutions that are part of the syndicate of our revolving credit facility to extend credit to us;

• cost and availability of inputs, commodities, ingredients and other raw materials, including without limitation, energy (including natural gas), fuel, packaging, fruits, vegetables, tomatoes, grains (including corn), sugar, spices, meats, meat by-products, soybean meal, fats, oils and chemicals;

31

• logistics and other transportation-related costs;

• sufficiency and effectiveness of marketing and trade promotion programs;

• our ability to launch new products and anticipate changing consumer and pet preferences;

• performance of our pet products business and produce sales;

• our ability to maintain or grow revenues or reduce overhead costs, particularly in connection with any termination of the Operating Services Agreement, dated as of October 6, 2008, between DMC and Starkist Co;

• product distribution;

• the loss of significant customers or a substantial reduction in orders from these customers or the financial difficulties, bankruptcy or other business disruption of any such customer;

• industry trends, including changes in buying, inventory and other business practices by customers;

• hedging practices and the financial health of the counterparties to our hedging programs;

• currency and interest rate fluctuations;

• pension costs and funding requirements;

• impairments in the carrying value of goodwill or other intangible assets;

• transformative plans;

• adverse weather conditions, natural disasters, pestilences and other natural conditions that affect crop yields or other inputs or otherwise disrupt operations;

• contaminated ingredients;

• allegations that our products cause injury or illness, product recalls and product liability claims and other litigation;

• reliance on certain third parties, including co-packers, our broker and third-party distribution centers or managers;

• any disruption to our manufacturing and distribution, particularly any disruption in or shortage of seasonal pack;

• changes in, or the failure or inability to comply with, U.S., foreign and local governmental regulations, including environmental regulations and import/export regulations or duties;

• protecting our intellectual property rights or intellectual property infringement or violation claims;

• failure of our information technology systems;

• any accelerated departure from Terminal Island, CA; and

• acquisitions, if any, including identification of appropriate targets and successful integration of any acquired businesses.

Certain aspects of these and other factors are described in more detail in our filings with the Securities and Exchange Commission, including the section entitled “Factors That May Affect Our Future Results and Stock Price” in our 2009 Annual Report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) NONE.

(b) NONE.

(c) NONE.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

NONE.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Our Annual Meeting of Stockholders was held on September 24, 2009 in San Francisco, California. Five matters were submitted to a vote of stockholders: (i) the election of Samuel H. Armacost, Terence D. Martin and Richard G. Wolford as Class III directors to hold office for three-year terms; (ii) the approval of the amendment and restatement of the Del Monte Foods Company Certificate of Incorporation to provide for the annual election of directors; (iii) the approval of the Del Monte Foods Company 2002 Stock Incentive Plan, as amended and restated; (iv) the approval of the Del Monte Foods Company Annual Incentive Plan, as amended and restated; and (v) the ratification of the appointment of KPMG LLP, an independent registered public accounting firm, as the Company’s independent auditor for its fiscal year ending May 2, 2010.

32

At the Annual Meeting, the following individuals were elected to the Board of Directors for three-year terms upon the following vote:

	Votes For	Votes Against	Votes Abstained
Samuel H. Armacost	158,315,870	19,588,669	455,117
Terence D. Martin	170,798,645	7,122,288	438,723
Richard G. Wolford	172,462,407	5,448,631	448,618

175,743,908 votes were cast in favor of the approval of the amendment and restatement of the Del Monte Foods Company Certificate of Incorporation to provide for the annual election of directors. 2,197,137 votes were cast against ratification and 418,611 votes abstained.

115,210,602 votes were cast in favor of the approval of the Del Monte Foods Company 2002 Stock Incentive Plan, as amended and restated. 38,953,711 votes were cast against ratification and 637,685 votes abstained. There were 23,557,658 broker non-votes.

129,978,768 votes were cast in favor of the approval of the Del Monte Foods Company Annual Incentive Plan, as amended and restated. 24,367,974 votes were cast against ratification and 455,256 votes abstained. There were 23,557,658 broker non-votes.

175,915,704 votes were cast in favor of the ratification of the appointment of KPMG LLP as the Company’s independent auditors for its fiscal year ending May 2, 2010. 2,125,893 votes were cast against ratification and 318,059 votes abstained.

ITEM 5. OTHER INFORMATION

(a) NONE.

(b) NONE.

33

ITEM 6. EXHIBITS

(a) Exhibits.

Exhibit Number	Description
3.1	Certificate of Incorporation of Del Monte Foods Company, as amended and restated September 24, 2009 (incorporated by reference to Exhibit 3.1 to a Current Report on Form 8-K as filed on September 25, 2009 (“the September 25, 2009 8-K”))
3.2	Del Monte Foods Company Bylaws, as amended and restated September 24, 2009 (incorporated by reference to Exhibit 3.2 to the September 25, 2009 8-K)
4.1	Indenture, dated as of October 1, 2009, among Del Monte Corporation, Del Monte Foods Company, The Meow Mix Company, LLC, Meow Mix Decatur Production I, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to a Current Report on Form 8-K as filed on October 2, 2009 (“the October 2, 2009 8-K”))
4.2	Form of 7 1/2% Senior Subordinated Note due 2019 (incorporated by reference to Exhibit 4.2 to the October 2, 2009 8-K)
4.3	Registration Rights Agreement, dated as of October 1, 2009, among Del Monte Corporation, Del Monte Foods Company, The Meow Mix Company, LLC, Meow Mix Decatur Production I, LLC and the initial purchasers (incorporated by reference to Exhibit 4.3 to the October 2, 2009 8-K)
4.4	Second Supplemental Indenture among Del Monte Corporation, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated September 30, 2009 and effective October 1, 2009 (incorporated by reference to Exhibit 4.4 to the October 2, 2009 8-K)
10.1	Del Monte Foods Company 2002 Stock Incentive Plan, as amended and restated effective July 28, 2009 and approved by the stockholders September 24, 2009 (incorporated by reference to Exhibit 10.1 to a Current Report on Form 8-K as filed on September 28, 2009 (“the September 28, 2009 8-K”))**
10.2	Del Monte Foods Company Annual Incentive Plan, as amended and restated effective July 28, 2009 and approved by the stockholders September 24, 2009 (incorporated by reference to Exhibit 10.2 to the September 28, 2009 8-K)**
10.3	Del Monte Foods Company Deferred Compensation Plan, effective October 1, 2009 (incorporated by reference to Exhibit 10.2 to a Current Report on Form 8-K as filed on September 29, 2009)**
†10.4	Office Lease Agreement between Del Monte Corporation and PPF OFF ONE MARITIME PLAZA, LP, dated October 27, 2009 (confidential treatment has been requested as to portions of the Exhibit) (incorporated by reference to Exhibit 10.1 to a Current Report on Form 8-K as filed on October 30, 2009)
*10.5	Del Monte Foods Company Non-Employee Director Compensation Plan dated October 23, 2009**
*10.6	Purchase Agreement for Del Monte Corporation 7 1/2% Senior Subordinated Notes Due 2019, dated as of September 17, 2009
*31.1	Certification of the Chief Executive Officer Pursuant to Rule 13-14(a) of the Exchange Act
*31.2	Certification of the Chief Financial Officer Pursuant to Rule 13-14(a) of the Exchange Act
*32.1	Certification of the Chief Executive Officer furnished Pursuant to Rule 13-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*32.2	Certification of the Chief Financial Officer furnished Pursuant to Rule 13-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* filed herewith

** indicates a management contract or compensatory plan or arrangement

† Confidential treatment has been requested as to portions of the exhibit

34

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DEL MONTE FOODS COMPANY
By:	/s/    RICHARD G. WOLFORD
	Richard G. Wolford
	Chairman of the Board, President and
	Chief Executive Officer; Director
By:	/s/    DAVID L. MEYERS
	David L. Meyers
	Executive Vice President, Administration
	and Chief Financial Officer

Dated: December 9, 2009

35

EX-10.5

Exhibit 10.5

Del Monte Foods Company

Non-Employee Director Compensation Plan

October 23, 2009

Purpose

This Non-Employee Director Compensation Plan is intended to promote the interests of Del Monte Foods Company (the “Company”) by providing the Non-Employee Directors of the Company with incentives and rewards that encourage superior management, growth and protection of the business of the Company.

Annual Cash Retainers

Non-Employee Directors will receive an annual retainer of $75,000. The Lead Director will receive an annual retainer of $22,000; the Chairperson of the Audit Committee will receive an annual retainer of $22,000; the Chairperson of the Compensation Committee will receive an annual retainer of $22,000; and the Chairperson of the Nominating and Corporate Governance Committee (Corporate Governance Committee) will receive an annual retainer of $15,000. In addition to applicable annual retainers received by a Chairperson, Non-Employee Directors who are members of the Compensation Committee or Nominating and Corporate Governance Committee (including the Chairpersons thereof) will receive an annual retainer of $8,000, and Non-Employee Directors who are members of the Audit Committee (including the Chairperson thereof) will receive an annual retainer of $16,000.

Payment of annual retainers will be made in cash in arrears on a quarterly basis five business days following the fiscal quarter close (the “Payment Date”). Non-Employee Directors elected or appointed to the Board between annual stockholder meetings will receive that percentage of the annual retainer that equals the percentage of the year (beginning from the first day of the fiscal quarter of such Director’s appointment/election) remaining until the next annual stockholders meeting. Non-Employee Directors terminating Board service between annual stockholder meetings will receive that percentage of the annual retainer that equals the percentage of the year (beginning from the beginning of the quarter in which the last annual stockholder’s meeting occurred) that has elapsed upon the end of the fiscal quarter in which such termination occurs.

Special Committee Meeting Fees

Non-Employee Directors who are members of a special committee will receive $2,000 for each committee meeting attended in person or telephonically. Payment of fees for committee meetings attended during a fiscal quarter will be made in arrears on the relevant Payment Date.

Equity Compensation

Non-Employee Directors will also receive $110,000 annually (promptly after the annual stockholders meeting¹), payable in restricted Company stock, or restricted stock units (RSU), issued pursuant to the Del Monte Foods Company 2002 Stock Incentive Plan, or any subsequent Company stock incentive plan adopted by the Board of Directors and approved by the stockholders, and the applicable restricted stock/RSU agreement in effect from time to time. The number of shares payable in Company restricted stock/RSU will be determined by dividing the equity compensation dollar amount ($110,000) by the average of the high and low stock prices on the date of grant, rounded up to the next whole share. Subject to the terms of the applicable restricted stock/RSU agreement in effect from time to time, the restricted stock/RSU will vest in equal portions over three years from the date of grant. Non-Employee Directors elected or appointed to the Board between annual stockholder meetings will receive that percentage of the annual equity compensation dollar amount that equals the percentage of the year (beginning from the first day of the fiscal quarter of such Director’s appointment/election) remaining until the next annual stockholders meeting. Non-Employee Directors terminating Board service between annual stockholder meetings will receive that percentage of the annual equity compensation dollar amount that equals the percentage of the year (beginning from the date of the last annual stockholder’s meeting) that has elapsed upon the end of the fiscal quarter in which such termination occurs.

Travel Reimbursement

The Company will reimburse Non-Employee Directors for travel expenses to and from Board meetings and incurred in connection with other Company business. Non-Employee Directors are encouraged to make travel arrangements through the Del Monte Corporate Travel Department, but directors may use any other travel agencies or travel services that offer discounted rates. Non-Employee Directors are also encouraged to make travel arrangements as far in advance as possible.

The Company will reimburse:

• Airfare. Airfare, including commercial first/business class. The use of private planes will be reimbursed up to the cost of a commercial flight.

• Ground Transportation. Transportation between airports, meeting locations, hotels and home/office. Use of taxis or town cars (as opposed to stretch limousines) is encouraged.

¹ The grant date for the year from the 2009 Annual Meeting of Stockholders to the 2010 Annual Meeting of Stockholders was September 24, 2009, a date prior to this amendment and restatement of this plan. On September 24, 2009 each Non-Employee Director received a restricted stock unit grant calculated based on $80,000 (the then-applicable annual equity compensation amount). To reflect the additional annual equity compensation due to the Non-Employee Directors under this plan for the 2009-2010 year, each Non-Employee Director as of September 24, 2009 shall receive a one-time additional grant of restricted stock units equal to (i) $110,000 minus $80,000, divided by (ii) the average of the high and low stock prices on the date of grant, rounded up to the next whole share. Such additional grant shall vest on the same schedule as the original September 24, 2009 grant and shall be made on December 7, 2009 (the second full trading day after the Company’s planned Q2 fiscal 2010 earnings call).

2

• Lodging. Non-Employee Directors are encouraged to use the Del Monte Corporate Travel Department to book hotel reservations to take advantage of negotiated rates, but other travel agencies or travel services that provide discounted rates to the director may be used. Directors are expected to select reasonable accommodations consistent with routine business travel. The Company will reimburse reasonable lodging related charges, including telephone charges. Where practical, Non-Employee Directors are encouraged to use cellular phones or other reasonable means to avoid costly hotel telephone surcharges.

• Meals. Reasonable expenditures for meals while traveling on Company business, including tips.

• Miscellaneous. Other reasonable business expenses.

Travel expenses incurred by a spouse or other companion are not eligible for reimbursement.

Reimbursement Procedures. Non-Employee Directors should submit all requests for reimbursement to the Corporate Secretary. Reimbursement requests should include a summary or cover letter of the items for reimbursement and original receipts for all expenses exceeding $25. Further, if reimbursement is requested for travel to an event other than a Del Monte Board or Committee meeting, a business explanation for the travel should be included. It is expected that Internal Audit will review travel expenses annually.

Deferred Compensation

Pursuant to the Del Monte Foods Company Non-Employee Director Deferred Compensation Plan (the “Deferred Plan”), Non-Employee Directors may make an election to defer receipt of any retainer, fees or equity compensation. Such deferral will be credited in Company deferred stock units calculated pursuant to the Deferred Plan and will be distributed in whole shares. Generally, deferred cash will be converted into deferred stock units by dividing such cash amount by the average of the high and low stock prices on the Payment Date, rounded up to the nearer whole share. Generally, deferred equity compensation (shares, restricted stock or restricted stock units) will be converted to deferred stock units on a one-for-one basis. Under no circumstances will the deferred stock units be reconverted into cash at any time.

Stock Options

Non-Employee Directors that have received stock options shall be entitled to exercise any vested options up to 90 days after termination of service on the Board of Directors. In addition, Non-Employee Directors are required to hold 100% of “profit shares” attributable to option exercises for one (1) year after exercise. A profit share is defined as option profit, net of taxes, expressed in the form of shares.

3

Overlapping Service

Non-employee directors are compensated based on fiscal quarter increments. In the event a non-employee director serves during any portion of a fiscal quarter in a capacity which entitles a director to a cash retainer, each such director serving in such capacity during any portion of the fiscal quarter shall be entitled to such retainer for such quarter.

Effectiveness

This Non-Employee Director Compensation Plan is effective commencing the second quarter of Del Monte Foods Company’s fiscal 2010.

Amendments or Modifications

The foregoing sets forth the Company’s current compensation plan for Non-Employee Directors of the Board of Directors. The Board of Directors may, at any time, amend or modify this plan in whole or in part.

Administration

This plan shall be administered by the Corporate Governance Committee. The Corporate Governance Committee also shall have the discretion to submit for approval by the Board of Directors any amendments or modifications to this plan.

4

EX-10.6

Exhibit 10.6

Del Monte Corporation

Del Monte Foods Company

and the Subsidiary Guarantors named on Schedule B hereto

$450,000,000

7 ¹/2% Senior Subordinated Notes due 2019

PURCHASE AGREEMENT

dated September 17, 2009

Banc of America Securities LLC

Barclays Capital Inc.

As Representatives of the Several Initial Purchasers

PURCHASE AGREEMENT

September 17, 2009

BANC OF AMERICA SECURITIES LLC

One Bryant Park

New York, New York 10036

BARCLAYS CAPITAL INC.

745 Seventh Avenue

New York, New York 10019

As Representatives of the several Initial Purchasers

Ladies and Gentlemen:

Introductory. Del Monte Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of the $450,000,000 aggregate principal amount of the Company’s 7 ¹/2% Senior Subordinated Notes due 2019 (the “Notes”). Banc of America Securities LLC and Barclays Capital Inc. have agreed to act as the representatives of the several Initial Purchasers (the “Representatives”) in connection with the offering and sale of the Notes.

The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of October 1, 2009 (the “Indenture”), among the Company, Del Monte Foods Company, a Delaware Corporation (“Holdings”), the Subsidiary Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a blanket letter of representations, dated February 3, 2005 (the “DTC Agreement”), between the Company and the Depositary.

The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of October 1, 2009 (the “Registration Rights Agreement”), among the Company, Holdings, the Subsidiary Guarantors and the Representatives, on behalf of the several Initial Purchasers, pursuant to which the Company, Holdings and the Subsidiary Guarantors may be required to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) in certain circumstances, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to cause such registration statements to be declared effective as promptly as reasonably practicable. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement.

The payment of principal of, premium and interest on the Notes and the Exchange Notes will be fully and unconditionally guaranteed, jointly and severally, on a subordinated basis by Holdings and on a senior subordinated basis by (i) the subsidiaries of the Company listed in Schedule B hereto (the “Subsidiary Guarantors”) and (ii) any subsidiary of the Company formed or acquired after the Closing Date (as defined in Section 2 hereof) that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.”

The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)).

The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated September 17, 2009 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated September 17, 2009 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum.

2

The Company hereby confirms its agreements with the Initial Purchasers as follows:

SECTION 1. Representations and Warranties. Each of the Company and Holdings, jointly and severally, hereby represents, warrants and covenants to each Initial Purchaser that, as of the date hereof and as of the Closing Date (references in this Section 1 to the “Offering Memorandum” are to (x) the Pricing Disclosure Package in the case of representations and warranties made as of the date hereof and (y) the Final Offering Memorandum in the case of representations and warranties made as of the Closing Date):

(a)(i) The documents incorporated or deemed to be incorporated by reference in the Offering Memorandum at the time they were or hereafter are filed with the Commission complied and will comply in all material respects with the requirements of the Exchange Act and (ii) neither the Pricing Disclosure Package, as of the Time of Sale, nor the Final Offering Memorandum, as of its date or (as amended or supplemented in accordance with Section 3(a), as applicable) as of the Closing Date, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements in or omissions from the Pricing Disclosure Package, the Final Offering Memorandum or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through the Representatives expressly for use in the Pricing Disclosure Package, the Final Offering Memorandum or amendment or supplement thereto, as the case may be. The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers’ distribution of the Securities (as determined by the Representatives, which agree to promptly inform the Company thereof), any offering material in connection with the offering and sale of the Securities other than the Pricing Disclosure Package and the Final Offering Memorandum.

(b) The Company has not prepared, made, used, authorized, approved or distributed and will not prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) and (ii) below) a “Company Additional Written Communication”) other than (i) the Pricing Disclosure Package, (ii) the Final Offering Memorandum, and (iii) any electronic road show or other written communications, in each case used in accordance with Section 3(a). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through the Representatives expressly for use in any Company Additional Written Communication.

3

(c) Each of the Company and Holdings has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Offering Memorandum and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect or a prospective material adverse effect on the condition, financial or otherwise, or on the earnings, business or operations of Holdings, the Company and each of their direct and indirect subsidiaries, taken together as a whole (a “Material Adverse Effect”). As of the date hereof, Holdings does not have any direct subsidiaries other than the Company, and on the Closing Date, Holdings will not have any direct subsidiaries other than the Company.

(d) Each Subsidiary Guarantor has been duly formed, is validly existing as a limited liability company in good standing under the laws of the jurisdiction of its formation, has the limited liability company power and authority to own its property and to conduct its business as described in the Offering Memorandum and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect; all of the issued shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly by Holdings and all of the membership interests of each Subsidiary Guarantor are owned directly by the Company, in each case, free and clear of all liens, encumbrances, equities or claims, except to the extent that the shares of capital stock of the Company and the membership interests of each Subsidiary Guarantor secure or will secure obligations under the Company’s Credit Agreement (as defined in the Indenture). None of the Company’s subsidiaries is a “significant subsidiary” as defined under Rule 1-02(w) of Regulation S-X.

(e) This Agreement has been duly authorized, executed and delivered by the Company and Holdings.

(f) The Notes have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchasers in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity, and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and the Exchange Offer, will be valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity, and will be entitled to the benefits of the Indenture.

(g) On or prior to the Closing Date, the Guarantees by Holdings and the Subsidiary Guarantors will be duly authorized and, when the Securities, including such Guarantees, have been executed and assuming the Notes have been authenticated, all in accordance with the provisions

4

of the Indenture, and the Securities have been delivered to and paid for by the Initial Purchasers in accordance with the terms of this Agreement, the Guarantees by Holdings and the Subsidiary Guarantors will be valid and binding obligations of Holdings and each Subsidiary Guarantor, as the case may be, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity, and will be entitled to the benefits of the Indenture.

(h) On or prior to the Closing Date, (i) the Indenture will be duly authorized, executed and delivered by, and will be a valid and binding agreement of, the Company, Holdings and each Subsidiary Guarantor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity; and (ii) the Registration Rights Agreement will be duly authorized, executed and delivered by, and will be a valid and binding agreement of, the Company, Holdings and each Subsidiary Guarantor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity and except as rights to indemnification and contribution under the Registration Rights Agreement may be limited by applicable law.

(i) The execution and delivery by the Company, Holdings and each Subsidiary Guarantor of, and the performance by the Company, Holdings and each Subsidiary Guarantor of its respective obligations under, this Agreement, the Indenture, the Registration Rights Agreement and the Securities (collectively, the “Transaction Documents”) to which it is a party will not contravene any provision of applicable law or the certificate of incorporation or by-laws of the Company, Holdings or such Subsidiary Guarantor, as the case may be, or any agreement or other instrument binding upon the Company, Holdings or any of the Subsidiary Guarantors, the contravention of which agreement or instrument would be expected to have a Material Adverse Effect, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Holdings, the Company or any of the Subsidiary Guarantors, as the case may be, the contravention of which judgment, order or decree would be expected to have a Material Adverse Effect, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company, Holdings or such Subsidiary Guarantor of its respective obligations under the Transaction Documents to which it is a party, except (A) as already have been obtained and (B) such as may be required by the securities or Blue Sky laws of the various states or other foreign jurisdictions in connection with the offer and sale of the Securities or (C) such as may be required under the Securities Act in connection with the performance by the Company and the Guarantors of their obligations under the Registration Rights Agreement.

(j) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of Holdings, the Company and the Subsidiary Guarantors, taken together as a whole, from that set forth in the Offering Memorandum.

(k) There are no legal or governmental proceedings pending or, to the knowledge of the Company and Holdings, threatened to which Holdings, the Company or any of the Subsidiary Guarantors is a party or to which any of the properties of Holdings, the Company or any of the Subsidiary Guarantors is subject, other than proceedings described in the Offering Memorandum

5

or any proceedings that would not have (i) a Material Adverse Effect or (ii) a material adverse effect on the power or ability of the Company, Holdings and each Subsidiary Guarantor to perform its respective obligations under the Transaction Documents to which it is a party or to consummate the transactions contemplated by the Offering Memorandum.

(l) The Company, Holdings and the Subsidiary Guarantors (i) are in compliance with all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a Material Adverse Effect or as described in the Offering Memorandum.

(m) There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for cleanup, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, singly or in the aggregate, have a Material Adverse Effect, except as described in the Offering Memorandum.

(n) The Company, Holdings and the Subsidiary Guarantors are in compliance with all laws, ordinances or regulations of any governmental authority applicable to any of them or their respective operations, including the Sarbanes-Oxley Act of 2002, except where such noncompliance would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect or as described in the Offering Memorandum.

(o) None of Holdings, the Company or any Subsidiary Guarantor is, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Offering Memorandum, none of Holdings, the Company or any Subsidiary Guarantor will be required to register as, an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(p) None of the Company, Holdings, the Subsidiary Guarantors or their respective affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act, an “Affiliate”) has directly, or through any agent (assuming the accuracy of the Initial Purchasers’ representations, warranties and covenants in Section 7(a) hereof), (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) that is or will be integrated with the sale of the Securities in a manner that would require the registration under the Securities Act of the Securities or (ii) engaged in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) in connection with the offering of the Securities or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

6

(q) None of the Company, Holdings, the Subsidiary Guarantors or their respective Affiliates or any person acting on its or their behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities, and the Company, Holdings, the Subsidiary Guarantors and their respective Affiliates and, to the knowledge of Holdings and the Company, any person acting on its or their behalf have complied and will comply with the offering restrictions requirement of Regulation S.

(r) Assuming the accuracy of the representations and warranties and the performance of the agreements of the Initial Purchasers contained in this Agreement, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers in the manner contemplated by this Agreement to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended.

(s) The Securities satisfy the requirements set forth in Rule 144A(d)(3) under the Securities Act.

(t) Subsequent to the respective dates as of which information is given in the Offering Memorandum, (1) none of Holdings, the Company nor any of the Subsidiary Guarantors has incurred any liability or obligation, direct or contingent, or entered into any transaction not in the ordinary course of business, in either case that is material to Holdings, the Company and their direct and indirect subsidiaries, taken together as a whole; (2) neither the Company nor Holdings has purchased any of its outstanding capital stock, or declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (3) there has not been any material change in the amount of capital stock, short-term debt or long-term debt of Holdings, the Company or the Subsidiary Guarantors, except in each case as described in the Offering Memorandum.

(u) None of the Company, Holdings or any of the Subsidiary Guarantors is a party to or bound by any non-competition agreement or any other agreement or obligation that materially limits or will materially limit the Company, Holdings or any of the Subsidiary Guarantors from engaging in their respective businesses, except as would not reasonably be expected to have a Material Adverse Effect or as described in the Offering Memorandum.

(v) Holdings, the Company and the Subsidiary Guarantors have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that is material to the business of Holdings, the Company and the Subsidiary Guarantors, taken together as a whole, in each case free and clear of all liens, encumbrances and defects, except such as are described in the Offering Memorandum or such as do not materially affect the value of such property and do not materially interfere with the use made and currently proposed to be made of such property by Holdings, the Company and the Subsidiary Guarantors. Any real property and buildings held under lease by Holdings, the Company or the Subsidiary Guarantors are held by them under valid, subsisting and enforceable leases, except as are not material and do not interfere with the use made and currently proposed to be made of such property and buildings by Holdings, the Company or the Subsidiary Guarantors and except as described in the Offering Memorandum.

7

(w) Except as described in the Offering Memorandum, Holdings, the Company and the Subsidiary Guarantors own or possess, or can acquire on reasonable terms, all material patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names currently employed by them in connection with the business now operated by them. None of Holdings, the Company or any of the Subsidiary Guarantors has received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect, except as described in the Offering Memorandum.

(x) No labor dispute with the employees of Holdings, the Company or any of the Subsidiary Guarantors exists that is material to Holdings, the Company and their direct and indirect subsidiaries, taken together as a whole, except as described in the Offering Memorandum, or, to the knowledge of Holdings, the Company or any of the Subsidiary Guarantors, is imminent. None of Holdings, the Company or any of the Subsidiary Guarantors is aware of any existing, threatened or imminent labor disturbance by the employees of any of its or their principal suppliers, manufacturers or contractors that would result in a Material Adverse Effect.

(y) Holdings, the Company and each of the Subsidiary Guarantors are insured by insurers believed by Holdings and the Company to be of recognized financial responsibility against such losses and risks and in such amounts as are believed to be reasonable for the businesses in which they are engaged; none of Holdings, the Company or any of the Subsidiary Guarantors has been refused any insurance coverage sought or applied for; and none of Holdings, the Company or any of the Subsidiary Guarantors has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain substantially similar coverage from substantially similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect, except in each case as described in the Offering Memorandum.

(z) Holdings, the Company and the Subsidiary Guarantors possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign authorities necessary to conduct their respective businesses, except to the extent that the failure to possess such certificates, authorizations or permits would not have a Material Adverse Effect. None of Holdings, the Company or any of the Subsidiary Guarantors has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as described in the Offering Memorandum.

(aa) Holdings, the Company and each of the Subsidiary Guarantors maintain a system of internal accounting controls sufficient to provide reasonable assurance that (1) transactions are executed in accordance with management’s general or specific authorizations; (2) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (3) access to assets is permitted only in accordance with management’s general or specific authorization; and (4) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

8

(bb) The Company maintains disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-14 under the Exchange Act) that are designed to ensure that material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding disclosure.

(cc) The financial statements, together with the related notes, included in the Offering Memorandum present fairly the consolidated financial position of the entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved, except as may be stated in the related notes thereto. Except as set forth in the Offering Memorandum, the financial data set forth in the Offering Memorandum under the caption “Offering Memorandum Summary – Summary Historical Financial Data” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Offering Memorandum.

SECTION 2. Purchase, Sale and Delivery of the Securities.

(a) The Securities. Each of the Company and the Guarantors agrees to issue and sell to the Initial Purchasers, severally and not jointly, all of the Securities, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company and the Guarantors the aggregate principal amount of Securities set forth opposite their names on Schedule A, at a purchase price of 96.272% of the principal amount thereof payable on the Closing Date, in each case, on the basis of the representations, warranties and agreements herein contained, and upon the terms, subject to the conditions thereto, herein set forth.

(b) The Closing Date. Delivery of one or more global notes representing the Notes (the “Global Notes”) in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman & Sterling LLP (or such other place as may be agreed to by the Company and the Representatives) at 10:00 a.m. New York City time, on October 1, 2009, or such other time and date, not later than three business days thereafter, as the Representatives and the Company shall agree in writing (the time and date of such closing are called the “Closing Date”). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 17 hereof.

(c) Delivery of the Securities. The Company shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Initial Purchasers the Global Notes at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Global Notes shall be in such denominations and registered in the name of Cede & Co., as nominee of the Depositary, pursuant to the DTC Agreement, and shall be made available for inspection on the business day preceding the Closing Date at a location in San Francisco, California, as the Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Initial Purchasers.

9

SECTION 3. Additional Covenants. Each of the Company and the Guarantors further covenants and agrees with each Initial Purchaser as follows:

(a) Preparation of Final Offering Memorandum; Initial Purchasers’ Review of Proposed Amendments and Supplements and Company Additional Written Communications. As promptly as practicable following the Time of Sale and in any event not later than the second business day following the date hereof, the Company will prepare and deliver to the Initial Purchasers the Final Offering Memorandum, which shall consist of the Preliminary Offering Memorandum as modified only by the information contained in the Pricing Supplement. The Company will not amend or supplement the Preliminary Offering Memorandum or the Pricing Supplement. The Company will not amend or supplement the Final Offering Memorandum prior to the Closing Date unless the Representatives shall previously have been furnished a copy of the proposed amendment or supplement prior to the proposed use, and shall not have objected to such amendment or supplement. Before making, preparing, using, authorizing, approving or distributing any Company Additional Written Communication, the Company will furnish to the Representatives a copy of such written communication for review and will not make, prepare, use, authorize, approve or distribute any such written communication to which the Representatives reasonably object.

(b) Amendments and Supplements to the Final Offering Memorandum and Other Securities Act Matters. If, prior to the later of (x) the Closing Date and (y) the completion of the placement of the Securities by the Initial Purchasers with the Subsequent Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Offering Memorandum, as then amended or supplemented, in order to make the statements therein, in the light of the circumstances when the Final Offering Memorandum is delivered to a Subsequent Purchaser, not misleading, or if in the reasonable judgment of the Representatives or counsel for the Representatives it is otherwise necessary to amend or supplement the Final Offering Memorandum to comply with law, the Company agrees to promptly prepare (subject to Section 3 hereof) and furnish at its own expense to the Initial Purchasers, amendments or supplements to the Final Offering Memorandum so that the statements in the Final Offering Memorandum as so amended or supplemented will not, in the light of the circumstances at the Closing Date and at the time of sale of Securities, be misleading.

The Company hereby expressly acknowledges that the indemnification and contribution provisions of Sections 8 and 9 hereof are specifically applicable and relate to each offering memorandum, amendment or supplement referred to in this Section 3.

(c) Copies of the Offering Memorandum. The Company agrees to furnish the Initial Purchasers, without charge, as many copies of the Pricing Disclosure Package and the Final Offering Memorandum and any amendments and supplements thereto as they shall reasonably request.

10

(d) Blue Sky Compliance. Each of the Company and the Guarantors shall cooperate with the Initial Purchasers and counsel for the Initial Purchasers to qualify or register (or to obtain exemptions from qualifying or registering) all or any part of the Securities for offer and sale under the securities laws of the several states of the United States, the provinces of Canada or any other jurisdictions designated by the Initial Purchasers, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Securities. None of the Company or any of the Guarantors shall be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Initial Purchasers promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, each of the Company and the Guarantors shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

(e) Use of Proceeds. The Company shall apply the net proceeds from the sale of the Securities in the manner described under the caption “Use of Proceeds” in the Pricing Disclosure Package and the Final Offering Memorandum.

(f) Additional Issuer Information. Prior to the completion of the placement of the Securities by the Initial Purchasers with the Subsequent Purchasers, Holdings or the Company shall file, on a timely basis, with the Commission all reports and documents required to be filed under Section 13 or 15 of the Exchange Act. Additionally, while any of the Securities are “restricted securities” within the meaning of Rule 144 under the Securities Act, at any time when both Holdings and the Company are not subject to Section 13 or 15 of the Exchange Act, for the benefit of holders and beneficial owners from time to time of the Securities, Holdings or the Company shall furnish, at its expense, upon request, to holders and beneficial owners of Securities and prospective purchasers of Securities information satisfying the requirements of Rule 144A(d)(4) under the Securities Act.

(g) No Integration. None of the Company, any Guarantor or any of their respective Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require the registration under the Securities Act of the Securities.

(h) No Restricted Resales. During the period of one year after the Closing Date, the Company and Holdings will not, and will not permit any of its respective Affiliates to resell any of the Securities which constitute “restricted securities” under Rule 144 under the Securities Act that have been reacquired by any of them.

(i) No General Solicitation. None of the Company, any Guarantor or any of their respective Affiliates will solicit any offer to buy or offer or sell the Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

11

(j) No Directed Selling Efforts. None of the Company, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers) will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Securities, and the Company and its Affiliates and each person acting on its or their behalf (other than the Initial Purchasers) will comply with the offering restrictions requirement of Regulation S.

(k) Legended Securities. Each Global Note will bear the legend contained in “Notice to Investors” in the Preliminary Offering Memorandum for the time period and upon the other terms stated in the Preliminary Offering Memorandum.

(l) PORTAL. If requested by you, to use its reasonable best efforts to permit the Securities to be designated PORTAL securities in accordance with the rules and regulations adopted by the Financial Industry Regulatory Authority, Inc. (“FINRA”), relating to trading in the PORTAL Market.

(m) Regulation M. None of the Company, any Guarantor or any of their respective Affiliates will take any action prohibited by Regulation M under the Exchange Act in connection with the distribution of the Securities contemplated hereby.

The Representatives, on behalf of the several Initial Purchasers, may, in their sole discretion, waive in writing the performance by the Company or any Guarantor of any one or more of the foregoing covenants or extend the time for their performance.

SECTION 4. Payment of Expenses. Each of the Company and the Guarantors agrees to pay or cause to be paid all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation, (i) all expenses incident to the issuance and delivery of the Securities (including all printing and engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Initial Purchasers, (iii) all fees and expenses of the Company’s and the Guarantors’ counsel, independent public or certified public accountants and other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Pricing Disclosure Package and the Final Offering Memorandum (including financial statements and exhibits), and all amendments and supplements thereto, and the Securities, (v) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company, the Guarantors or the Initial Purchasers in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the securities laws of the several states of the United States or the provinces of Canada (including, without limitation, the cost of preparing, printing and mailing preliminary and final blue sky or legal investment memoranda and any related supplements to the Pricing Disclosure Package or the Final Offering Memorandum), (vi) the fees and expenses of the Trustee, including the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Exchange Securities, (vii) any fees payable in connection with the rating of the Securities or the Exchange Securities with the ratings agencies and any listing of the Securities with the PORTAL Market, (viii) any filing fees incident to, and any reasonable fees and disbursements of counsel to the Initial Purchasers in connection with the review by FINRA, if any, of the terms of the sale of the Securities or the Exchange Securities, (ix) all fees and expenses (including reasonable fees and expenses of counsel)

12

of the Company and the Guarantors in connection with approval of the Securities by the Depositary for “book-entry” transfer, and the performance by the Company and the Guarantors of their respective other obligations under this Agreement and (x) all expenses incident to the “road show” for the offering of the Securities, including the cost of any chartered airplane or other transportation. Except as provided in this Section 4 and Sections 6, 8 and 9 hereof, the Initial Purchasers shall pay their own expenses, including the fees and disbursements of their counsel, transfer taxes payable on resales of any of the Securities by them and any advertising expenses connected with any offers they may make.

SECTION 5. Conditions of the Obligations of the Initial Purchasers. The obligations of the several Initial Purchasers to purchase and pay for the Securities as provided herein on the Closing Date shall be subject to the following conditions (any of which may be waived by the Initial Purchasers in writing):

(a) Accountants’ Comfort Letter. The Representatives, on behalf of the several Initial Purchasers, shall have received on each of (i) the date not later than the Time of Sale and (ii) the Closing Date a letter, dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Representatives, on behalf of the several Initial Purchasers, from KPMG LLP, an independent registered public accounting firm, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information of the Company and Holdings contained in or incorporated by reference into the Final Offering Memorandum; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.

(b) No Material Adverse Change or Ratings Agency Change. Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:

(i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Company and Holdings, taken individually or taken together, or any of the Company’s or Holdings’ securities by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and

(ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of Holdings, the Company and the Subsidiary Guarantors, taken together as a whole, from that set forth in the Final Offering Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in the judgment of the Representatives, is material and adverse and that makes it, in the judgment of the Representatives, impracticable to market the Securities on the terms and in the manner contemplated in the Final Offering Memorandum.

(c) Opinion of Counsel for the Company. The Representatives, on behalf of the several Initial Purchasers, shall have received on the Closing Date an opinion letter and a negative assurance letter of Gibson, Dunn & Crutcher LLP, outside counsel for the Company and Holdings, dated the Closing Date, to the effect set forth in Exhibit A. Such letters shall be rendered to the Representatives, on behalf of the several Initial Purchasers, at the request of the Company and shall so state therein.

13

(d) Opinion of General Counsel of Holdings. The Representatives, on behalf of the several Initial Purchasers, shall have received on the Closing Date an opinion of James Potter, General Counsel of Holdings, dated the Closing Date, to the effect set forth in Exhibit B. Such opinion shall be rendered to the Representatives, on behalf of the several Initial Purchasers, at the request of Holdings and shall so state therein.

(e) Opinion of Counsel for the Initial Purchasers. The Representatives, on behalf of the Initial Purchasers, shall have received on the Closing Date an opinion of Shearman & Sterling LLP, counsel for the Initial Purchasers, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives, on behalf of the several Initial Purchasers.

(f) Officers’ Certificate. The Representatives, on behalf of the several Initial Purchasers, shall have received on the Closing Date a certificate, dated the Closing Date and signed by either two executive officers or an executive officer and an assistant treasurer of each of the Company and Holdings, to the effect set forth in Section 5(b)(i) and to the effect that the representations and warranties of the Company and Holdings contained in this Agreement are true and correct as of the Closing Date and that the Company and Holdings have complied in all material respects with all of the agreements and satisfied all of the conditions on their part to be performed or satisfied hereunder on or before the Closing Date. The officers signing and delivering such certificate may rely upon the best of their knowledge as to proceedings threatened.

(g) No Event of Default. The issuance of the Securities will not cause a default or event of default under the Credit Agreement (as defined in the Indenture).

(h) Indenture. Concurrently with the Closing Date, the Company and the Guarantors shall have executed and delivered the Indenture to the Trustee.

(i) Registration Rights Agreement. The Representatives, on behalf of the several Initial Purchasers, shall have received signed counterparts of the Registration Rights Agreement.

(j) Additional Documents. On or before the Closing Date, the Initial Purchasers and counsel for the Initial Purchasers shall have received such information, documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained.

If any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Sections 4, 6, 8 and 9 hereof shall at all times be effective and shall survive such termination.

14

SECTION 6. Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representatives pursuant to Section 5 hereof, including if the sale to the Initial Purchasers of the Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof, the Company agrees to reimburse the Initial Purchasers, severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including, without limitation, reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

SECTION 7. Offering of Securities; Restrictions on Transfer.

(a) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each Initial Purchaser, severally and not jointly, agrees with the Company and the Guarantors that (i) it will not solicit offers for, or offer or sell, such Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act and (ii) it will solicit offers for such Securities only from, and will offer such Securities only to, persons that it reasonably believes to be (A) in the case of offers inside the United States, QIBs and (B) in the case of offers outside the United States, to persons other than U.S. persons (“foreign purchasers,” which term shall include dealers or other professional fiduciaries organized in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) in reliance upon Regulation S under the Securities Act that, in each case, in purchasing such Securities are deemed to have represented and agreed as provided in the Offering Memorandum under the caption “Notice to Investors.” As used in this Section 7(a), the terms “United States” and “U.S. person” have the meanings set forth in Regulation S under the Securities Act.

(b) Each Initial Purchaser, severally and not jointly, represents, warrants, and agrees with respect to offers and sales outside the United States that:

(i) such Initial Purchaser understands that no action has been or will be taken in any jurisdiction by Holdings or the Company that would permit a public offering of the Securities, or possession or distribution of the Preliminary Offering Memorandum or the Final Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required;

(ii) such Initial Purchaser will comply with all applicable laws and regulations related to the distribution of the Securities or the actions of such Initial Purchaser on behalf of the Company in connection with the offering of the Securities contemplated by this Agreement in each jurisdiction where it acquires, offers, sells or delivers Securities or distributes the Preliminary Offering Memorandum or the Final Offering Memorandum;

15

(iii) the Securities have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A or Regulation S under the Securities Act or pursuant to another exemption from the registration requirements of the Securities Act;

(iv) such Initial Purchaser has offered the Securities and will offer and sell the Securities (A) as part of their distribution at any time and (B) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 of Regulation S or as otherwise permitted in Section 7(a); accordingly, neither such Initial Purchaser, its Affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities, and any such Initial Purchaser, its Affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation S;

(v) such Initial Purchaser has (A) not offered or sold and, prior to the date six months after the Closing Date, will not offer or sell any Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended, (B) complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom, and (C) only communicated or caused to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of the Securities in circumstances in which section 21(1) of the FSMA does not apply to the Company;

(vi) such Initial Purchaser understands that the Securities have not been and will not be registered under the Securities and Exchange Law of Japan, and represents that it has not offered or sold, and agrees not to offer or sell, directly or indirectly, any Securities in Japan or for the account of any resident thereof except pursuant to any exemption from the registration requirements of the Securities and Exchange Law of Japan and otherwise in compliance with applicable provisions of Japanese law; and

16

(vii) such Initial Purchaser agrees that, at or prior to confirmation of sales of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect:

“The securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S.”

Except when the context otherwise requires, terms used in this Section 7(b) have the meanings given to them by Regulation S.

Following the sale of the Securities by the Initial Purchasers to Subsequent Purchasers pursuant to the terms hereof, including the procedures set forth in this Section 7, the Initial Purchasers shall not be liable or responsible to the Company for any losses, damages or liabilities suffered or incurred by the Company, including any losses, damages or liabilities under the Securities Act, arising from or relating to any subsequent resale or transfer of any Security by such Subsequent Purchaser.

SECTION 8. Indemnification.

(a) Indemnification of the Initial Purchasers. Each of the Company and the Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its directors, officers and employees, and each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Information or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel chosen by the Representatives) as such expenses are reasonably incurred by such Initial Purchaser or such director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Representatives expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Information or the Final Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.

17

(b) Indemnification of the Company and the Guarantors. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company and each Guarantor, each of their respective directors, officers and employees, and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, the Guarantors or any such director, officer, employee or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Initial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Information or the Final Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Information or the Final Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company by the Representatives expressly for use therein; and to reimburse the Company, the Guarantors and each such director, officer, employee or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, the Guarantors or such director, officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Guarantors hereby acknowledges that the only information that the Representatives have furnished to the Company expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Information or the Final Offering Memorandum (or any amendment or supplement thereto) are the statements set forth in the eleventh paragraph under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum relating to stabilization transactions. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise have.

(c) Notifications and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party for contribution or otherwise than under the indemnity agreement contained in this Section 8 or to the extent it is not prejudiced as a proximate result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof

18

with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and representation of both parties by the same counsel would be inappropriate due to actual of potential differing interests between them, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel), approved by the indemnifying party (the Representatives in the case of Sections 8(b) and 9 hereof), representing the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party.

(d) Settlements. The indemnifying party under this Section 8 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 8, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 90 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include any statements as to or any findings of fault, culpability or failure to act by or on behalf of any indemnified party.

SECTION 9. Contribution. If the indemnification provided for in Section 8 hereof is for any reason held to be unavailable to or otherwise insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative benefits received

19

by the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company, and the total discount received by the Initial Purchasers bear to the aggregate initial offering price of the Securities. The relative fault of the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantors, on the one hand, or the Initial Purchasers, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 8 hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The provisions set forth in Section 8 hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9; provided, however, that no additional notice shall be required with respect to any action for which notice has been given under Section 8 hereof for purposes of indemnification.

The Company, the Guarantors and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 9.

Notwithstanding the provisions of this Section 9, no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Securities resold by it in the initial placement of such Securities were offered to investors exceeds the amount of any damages such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11 of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations to contribute pursuant to this Section 9 are several, and not joint, in proportion to their respective commitments as set forth opposite their names in Schedule A. For purposes of this Section 9, each director, officer and employee of an Initial Purchaser and each person, if any, who controls an Initial Purchaser within the meaning of the Securities Act

20

and the Exchange Act shall have the same rights to contribution as such Initial Purchaser, and each director, officer and employee of the Company or the Guarantors, and each person, if any, who controls the Company or the Guarantors with the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as the Company and the Guarantors.

SECTION 10. Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions; in any case, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities. Any termination pursuant to this Section 10 shall be without liability on the part of (i) the Company or the Guarantors to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (ii) any Initial Purchaser to the Company or the Guarantors, or (iii) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

SECTION 11. Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Guarantors, their respective officers and the several Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Initial Purchaser, the Company, any Guarantor or any of their partners, officers, employees or directors or any controlling person, as the case may be, and will survive delivery of and payment for the Securities sold hereunder and any termination of this Agreement.

SECTION 12. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered, couriered or facsimiled and confirmed to the parties hereto as follows:

If to the Initial Purchasers:

Banc of America Securities LLC

One Bryant Park

New York, New York 10036

Facsimile: (212) 847-6441

Attention: High Yield Capital Markets

21

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Facsimile: (646) 834-8133

Attention: Syndicate Registration

with a copy to:

Shearman & Sterling LLP

525 Market Street

San Francisco, CA 94105

Facsimile: 415-616-1199

Attention: John D. Wilson

If to the Company or Holdings:

Del Monte Foods Company

One Market @ The Landmark

San Francisco, CA 94105

Facsimile: 415-247-3263

Attention: James Potter

with a copy to:

Gibson, Dunn & Crutcher LLP

333 South Grand Avenue

Los Angeles, CA 90071

Facsimile: 213-229-6582

Attention: Linda Curtis

Any party hereto may change the address or facsimile number for receipt of communications by giving written notice to the others.

SECTION 13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Initial Purchasers pursuant to Section 17 hereof, and to the benefit of the indemnified parties referred to in Sections 8 and 9 hereof, and in each case their respective successors, and no other person will have any right or obligation hereunder. The term “successors” shall not include any Subsequent Purchaser of other purchaser of the Securities as such from any of the Initial Purchasers merely by reason of such purchase.

SECTION 14. Authority of the Representatives. Any action by the Initial Purchasers hereunder may be taken by the Representatives on behalf of the Initial Purchasers, and any such action taken by the Representatives shall be binding upon the Initial Purchasers.

SECTION 15. Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

22

SECTION 16. Governing Law Provisions.

(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.

(b) Consent to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding, as to which such jurisdiction is non-exclusive) of the Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any Specified Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum.

SECTION 17. Default of One or More of the Several Initial Purchasers. If any one or more of the several Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Securities to be purchased on such date, the other Initial Purchasers shall be obligated, severally, in the proportions that the number of Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Securities set forth opposite the names of all such non-defaulting Initial Purchasers, or in such other proportions as may be specified by the Initial Purchasers with the consent of the non-defaulting Initial Purchasers, to purchase the Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on the Closing Date. If any one or more of the Initial Purchasers shall fail or refuse to purchase Securities and the aggregate number of Securities with respect to which such default occurs exceeds 10% of the aggregate number of Securities to be purchased on the Closing Date, and arrangements satisfactory to the Initial Purchasers and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or of the Company except that the provisions of Sections 4, 6, 8 and 9 hereof shall at all times be effective and shall survive such termination. In any such case either the Initial Purchasers or the Company shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Final Offering Memorandum or any other documents or arrangements may be effected.

23

As used in this Agreement, the term “Initial Purchaser” shall be deemed to include any person substituted for a defaulting Initial Purchaser under this Section 17. Any action taken under this Section 17 shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

SECTION 18. No Advisory or Fiduciary Responsibility. Each of the Company and the Guarantors acknowledges and agrees that: (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Guarantors, on the one hand, and the several Initial Purchasers, on the other hand, and the Company and the Guarantors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Initial Purchaser is and has been acting solely as a principal and is not the agent or fiduciary of the Company, Guarantors or their respective affiliates, stockholders, creditors or employees or any other party; (iii) no Initial Purchaser has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or Guarantors with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Initial Purchaser has advised or is currently advising the Company or Guarantors on other matters) or any other obligation to the Company and the Guarantors except the obligations expressly set forth in this Agreement; (iv) the several Initial Purchasers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors and that the several Initial Purchasers have no obligation to disclose any of such interests by virtue of any fiduciary or advisory relationship; and (v) the Initial Purchasers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Guarantors have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Guarantors and the several Initial Purchasers, or any of them, with respect to the subject matter hereof. The Company and the Guarantors hereby waive and release, to the fullest extent permitted by law, any claims that the Company and the Guarantors may have against the several Initial Purchasers with respect to any breach or alleged breach of fiduciary duty.

SECTION 19. General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

24

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.

Very truly yours,
DEL MONTE CORPORATION
By:	/s/    Richard L. French
Name:	Richard L. French
Title:	Senior Vice President, Treasurer, Chief Accounting Officer and Controller
DEL MONTE FOODS COMPANY
By:	/s/    Richard L. French
Name:	Richard L. French
Title:	Senior Vice President, Treasurer, Chief Accounting Officer and Controller

THE MEOW MIX COMPANY, LLC
By: Del Monte Corporation, its Sole Member
	By:	/s/    Richard L. French
	Name:	Richard L. French
	Title:	Senior Vice President, Treasurer, Chief Accounting Officer and Controller
MEOW MIX DECATUR PRODUCTION I LLC
By: Del Monte Corporation, its Sole Member
	By:	/s/    Richard L. French
	Name:	Richard L. French
	Title:	Senior Vice President, Treasurer, Chief Accounting Officer and Controller

[Signature Page to Purchase Agreement]

The foregoing Purchase Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written.

BANC OF AMERICA SECURITIES LLC BARCLAYS CAPITAL INC.
Acting on behalf of themselves and as the Representatives of the several Initial Purchasers
By: BANC OF AMERICA SECURITIES LLC
	By:	/s/    Stephen Jaeger
	Name:	Stephen Jaeger
	Title:	Managing Director
By: BARCLAYS CAPITAL INC.
	By:	/s/    Benjamin Burton
	Name:	Benjamin Burton
	Title:	Director

[Signature Page to Purchase Agreement]

SCHEDULE A

Initial Purchasers	Aggregate Principal Amount of Securities to be Purchased
Banc of America Securities LLC	$	180,000,000
Barclays Capital Inc.		67,500,000
Goldman, Sachs & Co.		33,750,000
Morgan Stanley & Co. Incorporated		33,750,000
BMO Capital Markets Corp.		22,500,000
Credit Suisse Securities (USA) LLC		22,500,000
Deutsche Bank Securities Inc.		22,500,000
Rabo Securities USA, Inc.		22,500,000
SunTrust Capital Markets, Inc.		22,500,000
U.S. Bancorp Investments, Inc.		22,500,000
Total	$	450,000,000

SCHEDULE B

SUBSIDIARY GUARANTORS

The Meow Mix Company, LLC

Meow Mix Decatur Production I LLC

EXHIBIT A

OPINION OF OUTSIDE COUNSEL FOR THE COMPANY AND HOLDINGS

The opinion of the outside counsel for the Company and Holdings, to be delivered pursuant to Section 5(c) of the Purchase Agreement, shall be to the effect that:

1. Each of the Company and Holdings is a validly existing corporation in good standing under the laws of the State of Delaware. Each of the Company and Holdings has the requisite corporate power and authority to own its properties and to conduct its business as described in the Pricing Disclosure Package and the Final Offering Memorandum.

2. Each Subsidiary Guarantor is a validly existing limited liability company in good standing under the laws of the State of Delaware.

3. The execution, delivery and performance of the Purchase Agreement by the Company, Holdings and the Subsidiary Guarantors have been duly authorized by all necessary corporate or limited liability company action. The Purchase Agreement has been duly executed and delivered by the Company, Holdings and the Subsidiary Guarantors.

4. The execution, delivery and performance of the Indenture have been duly authorized by all necessary corporate or limited liability company action on the part of the Company, Holdings and the Subsidiary Guarantors. The Indenture has been duly executed and delivered by the Company, Holdings and the Subsidiary Guarantors and constitutes a legal, valid and binding obligation of each of the Company, Holdings and the Subsidiary Guarantors, enforceable against the Company, Holdings and the Subsidiary Guarantors in accordance with its terms.

5. The execution, delivery and performance of the Registration Rights Agreement by the Company, Holdings and the Subsidiary Guarantors have been duly authorized by all necessary corporate or limited liability company action. The Registration Rights Agreement has been duly executed and delivered by the Company, Holdings and the Subsidiary Guarantors and constitutes a legal, valid and binding obligation of each of the Company, Holdings and the Subsidiary Guarantors, enforceable against the Company, Holdings and the Subsidiary Guarantors in accordance with its terms.

6. The execution, delivery and performance of the Securities have been duly authorized by all necessary corporate action on the part of the Company. The Securities, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchasers in accordance with the terms of the Purchase Agreement, will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

7. The execution, delivery and performance of the Guarantees by Holdings and the Subsidiary Guarantors have been duly authorized by all necessary corporate or limited liability company action. When the Securities and the Guarantees endorsed thereon have been duly executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchasers in accordance with the terms of the Purchase Agreement, the Guarantees of Holdings and each Subsidiary Guarantor will be legal, valid and binding obligations of Holdings and each Subsidiary Guarantor, enforceable against Holdings and the Subsidiary Guarantors in accordance with their terms.

Exhibit A-1

8. The execution, delivery and performance by the Company, Holdings and the Subsidiary Guarantors of the Purchase Agreement, the Indenture and the Registration Rights Agreement, by the Company of the Securities and by Holdings and the Subsidiary Guarantors of their respective Guarantees: (i) do not and will not violate the certificate of incorporation or bylaws of the Company or Holdings or the certificate of formation or operating agreement of any of the Subsidiary Guarantors; (ii) do not and will not breach or constitute a default under (or result in an event which with the notice or lapse of time or both would become a default under) the terms of (a) any agreement that is identified to us in a certificate (attached hereto) by the Company listing all agreements, the breach, default under or violation of which would have a material adverse effect on the Company, Holdings and their respective subsidiaries taken as a whole; or (b) any order, judgment or decree of any court or other agency of government identified to us in a certificate (attached hereto) of the Company, Holdings and the Subsidiary Guarantors as constituting all orders, judgments or decrees binding on the Company, Holdings or any of the Subsidiary Guarantors, the breach or violation of which would have a material adverse effect on the Company, Holdings and their respective subsidiaries taken as a whole, in either case based solely on our review of such agreements, orders, judgments or decrees; and (iii) do not and will not violate, or require any filing with or approval by any governmental authority or regulatory body of the State of New York or the United States under, any law, rule or regulation currently in effect of the State of New York or the United States of America applicable to the Company, Holdings or any of the Subsidiary Guarantors that, in our experience, is generally applicable to transactions in the nature of those contemplated by the Purchase Agreement, or, with respect to the Company and Holdings, the Delaware General Corporation Law, except for any such filings or approvals as have already been made or obtained or that, if not made or obtained, would not have a material adverse effect on the Company, Holdings and their respective subsidiaries taken as a whole; provided that we express no opinion regarding federal or state securities or Blue Sky laws.

9. It is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers under the Purchase Agreement or in connection with the initial resale of the Securities by the Initial Purchasers in accordance with Section 7 of the Purchase Agreement to register the Securities or the Guarantees under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended, it being understood that no opinion is expressed as to any subsequent resale of any Security. Our opinion assumes that the offering and initial resale is made as contemplated in the Pricing Disclosure Package and the Final Offering Memorandum, dated September 17, 2009, issued in connection with the offer and sale of the Securities, and the accuracy of the representations and warranties of the Company, Holdings, the Subsidiary Guarantors and the Initial Purchasers in the Purchase Agreement and compliance by them with their agreements contained in the Purchase Agreement and the transfer procedures and restrictions set forth in the Pricing Disclosure Package, the Final Offering Memorandum and the Indenture.

10. Each of the Company, Holdings and the Subsidiary Guarantors is not, and after giving effect to the sale of the Securities, will not be an “investment company” that is required to be registered under the Investment Company Act, as amended (the “Investment Copany Act”). For purposes of this paragraph 10, the term “investment company” has the meanings ascribed to such term in the Investment Company Act.

Exhibit A-2

11. Insofar as the statements in the Pricing Disclosure Package and the Final Offering Memorandum under the caption “Description of the Notes” purport to describe specific provisions of the Securities, the Guarantees, the Indenture or the Registration Rights Agreement, such statements present in all material respects an accurate summary of such provisions. To the extent that the statements in the Pricing Disclosure Package and the Final Offering Memorandum under the caption “Material United States Federal Income Tax Considerations” purport to describe specific provisions of the Internal Revenue Code, such statements present in all material respects an accurate summary of such provisions.

In addition, such counsel shall also have furnished to the Initial Purchasers a written statement, addressed to the Initial Purchasers and dated the Closing Date, to the following effect:

We have participated in conferences with officers and other representatives of the Company and Holdings, representatives of the independent auditors of the Company and Holdings and your representatives and counsel at which the contents of the Pricing Disclosure Package and the Final Offering Memorandum and related matters were discussed. Because the purpose of our professional engagement was not to establish or confirm factual matters and because we did not independently undertake to verify the accuracy, completeness or fairness of the statements set forth in the Pricing Disclosure Package or the Final Offering Memorandum, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Pricing Disclosure Package or the Final Offering Memorandum, except to the extent such statements are addressed in paragraph 11 of our opinion letter to you dated as of even date herewith or insofar as such statements specifically relate to us. Our identification of information as constituting the Pricing Disclosure Package is for the limited purpose of making the statements set forth in this letter. We express no opinion or belief as to the conveyance of the Pricing Disclosure Package or the Final Offering Memorandum or the information contained therein to investors generally or to any particular investors at any particular time or in any particular manner.

On the basis of the foregoing, and except for the financial statements and schedules and other information of an accounting or financial nature included or incorporated by reference therein, as to which we express no opinion or belief, no facts have come to our attention that led us to believe that (i) the Pricing Disclosure Package, at the Applicable Time, included an untrue statement of material fact or omitted 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 or (ii) the Final Offering Memorandum, as of its date or as of the date hereof, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Exhibit A-3

EXHIBIT B

OPINION OF GENERAL COUNSEL FOR THE COMPANY AND HOLDINGS

The opinion of the General Counsel of the Company and Holdings, to be delivered pursuant to Section 5(d) of the Purchase Agreement shall be to the effect that:

1. Each Subsidiary Guarantor is a validly existing limited liability company in good standing under the laws of its state of formation and has the limited liability company power and authority to own its property and to conduct its business as described in the Pricing Disclosure Package and the Final Memorandum. All of the membership interests in each Subsidiary Guarantor are owned directly by the Company, free and clear of all liens, encumbrances, equities or claims, except for liens with respect to obligations pursuant to the Credit Agreement (as defined in the Indenture) and any other liens, encumbrances, equities or claims as described in the Pricing Disclosure Package and the Final Memorandum.

2. The execution and delivery by the Company of, and the performance by the Company, of its obligations under, each Transaction Document to which it is a party and the Securities, and the execution and delivery by Holdings and each Subsidiary Guarantor of, and the performance by Holdings and each Subsidiary Guarantor of their respective obligations under, each Transaction Document to which it is a party will not contravene any provision of United States federal law, the Delaware General Corporation Law or the Delaware Limited Liability Company Act known by such counsel to be applicable to Holdings, the Company or either Subsidiary Guarantor or, to the best of such counsel’s knowledge, any agreement or other instrument binding upon the Company or Holdings or any of the subsidiaries of the Company that is material to Holdings, the Company and its subsidiaries, taken together as a whole, or, to the best of such counsel’s knowledge, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or Holdings or any of the subsidiaries of the Company, the contravention of which would have a material adverse effect on Holdings, the Company and its subsidiaries, taken together as a whole.

3. After due inquiry, such counsel does not know of any legal or governmental proceedings pending or threatened to which the Company or Holdings or any of the subsidiaries of the Company is a party or to which any of the properties of the Company or Holdings or any of the subsidiaries of the Company is subject, other than proceedings fairly summarized in all material respects in the Pricing Disclosure Package and the Final Memorandum (or incorporated therein by reference) and proceedings which such counsel believes are not likely to have a material adverse effect on Holdings, the Company and its subsidiaries, taken together as a whole, or on the power or ability of the Company or Holdings to perform their respective obligations under the Purchase Agreement or to consummate the transactions contemplated by the Pricing Disclosure Package and the Final Memorandum or on the power or ability of the Company, Holdings or the Subsidiary Guarantors to perform their obligations under the Transaction Documents.

Exhibit B-1

EX-31.1

Exhibit 31.1

Certification

I, Richard G. Wolford, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Del Monte Foods Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 9, 2009	/s/    RICHARD G. WOLFORD
	Richard G. Wolford
	Chairman of the Board, President and
	Chief Executive Officer; Director

EX-31.2

Exhibit 31.2

Certification

I, David L. Meyers, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Del Monte Foods Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 9, 2009	/s/     DAVID L. MEYERS
	David L. Meyers
	Executive Vice President, Administration and
	Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification

Pursuant to the requirements set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), the undersigned, in his capacity as the Chief Executive Officer of Del Monte Foods Company, hereby certifies that, to the best of his knowledge:

1. The quarterly report of Del Monte Foods Company on Form 10-Q for the period ended November 1, 2009, to which this certification is attached as Exhibit 32.1 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Del Monte Foods Company at the end of and for the period covered by the Periodic Report.

Date: December 9, 2009

/s/     RICHARD G. WOLFORD

Richard G. Wolford

Chairman of the Board, President and

Chief Executive Officer; Director

This certification accompanies and is being “furnished” with this Periodic Report, shall not be deemed “filed” by Del Monte Foods Company (the “Company”) for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Periodic Report, irrespective of any general incorporation language contained in such filing. A signed original of this written statement required by Section 906 has been provided to Del Monte Foods Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

Certification

Pursuant to the requirements set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), the undersigned, in his capacity as the Chief Financial Officer of Del Monte Foods Company, hereby certifies that, to the best of his knowledge:

1. The quarterly report of Del Monte Foods Company on Form 10-Q for the period ended November 1, 2009, to which this certification is attached as Exhibit 32.2 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Del Monte Foods Company at the end of and for the period covered by the Periodic Report.

Date: December 9, 2009

/s/     DAVID L. MEYERS

David L. Meyers

Executive Vice President, Administration and

Chief Financial Officer

This certification accompanies and is being “furnished” with this Periodic Report, shall not be deemed “filed” by Del Monte Foods Company (the “Company”) for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Periodic Report, irrespective of any general incorporation language contained in such filing. A signed original of this written statement required by Section 906 has been provided to Del Monte Foods Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.