3rd AMENDMENT RESTATED DEL MONTE FOODS RETAIL BROKERAGE AGREEMENT
Exhibit 10.17
3rd AMENDMENT
RESTATED DEL MONTE FOODS
RETAIL BROKERAGE AGREEMENT
This Third Amendment (“3rd Amendment”) dated January 26, 2010 shall amend the Restated Del Monte Foods Retail Brokerage Agreement dated November 4, 2008 and subsequently amended on May 4, 2009 and September 22, 2009 (the “Agreement”), by and between Del Monte Corporation, a corporation with its main business office at One Market @ the Landmark, San Francisco, California 94105 (the “Client”) and Advantage Sales & Marketing LLC, a limited liability company with its main business office at 18100 Von Karman Avenue, Suite 900, Irvine, CA 92612 (“Broker”).
WHEREAS, the parties desire to amend the Agreement to (1) revise Attachment B-2A as indicated per edits attached creating Attachment B-2B.
NOW, THEREFORE, in acknowledgement of good and valuable consideration, the sufficiency of which is acknowledged, the parties agree to add to the Agreement as follows:
| 1. | Attachment B-2B: The parties agree to replace the current “Attachment B-2A” in its entirety with a new “Attachment B-2B” as contained herein. |
| 2. | No Other Change: Except as modified by the Third Amendment, the Agreement will remain in full force and effect as set forth herein. |
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be executed by their duly authorized representatives as of the date first above written.
| ADVANTAGE SALES & MARKETING LLC | DEL MONTE CORPORATION | |||||||
| By: | /s/ Chris Oliver | By: | /s/ Tim Cole | |||||
| Name: | Chris Oliver | Name: | Tim Cole | |||||
| Title: | President, Sales | Title: | Executive Vice President | |||||
| Date: | January 20, 2010 | Date: | January 26, 2010 | |||||
ATTACHMENT B-2B
Exclusions
DEL MONTE CORPORATION
RETAIL GROCERY BROKERAGE AGREEMENT
Broker shall not receive brokerage commissions on sales of Client’s products to the following customers unless they are specifically designated on Attachment C:
| Direct Mass Merchandising | ||
| Wal*Mart | Sam’s | |
| Wal*Mart Super Center | Warehouse Club | |
| (See WMSC Retail, Attach. B-1) | Costco | |
| Wal*Mart Neighborhood Markets | Wholesale Depot | |
| BJ’s | ||
| Max Club | ||
| Price Mart | ||
| National Retailers | Leeper Customers | |
| Kroger (Coordinated and West) | Those customers in the Pittsburgh/Cleveland | |
| Safeway | territory serviced by Louis F. Leeper Co. | |
| Publix | and its affiliates | |
| Delhaize | ||
| Meijer | ||
| HEB | ||
| K-Mart | ||
| Provided, however, that Broker shall be compensated as mutually agreed by the parties for back office support services provided to Client. | ||
| Dollar Stores | ||
| Family Dollar | ||
| Big Lots | ||
| Grocery Outlet | ||
| Bargain Wholesale | ||
| Pet Specialty | ||
| PetCo | ||
| PetSmart | ||
| Pet Supplies Plus | ||
| Pet Supermarkets | ||
| Pet Specialty distributors | ||
| Produce | ||
| No commission payable with respect to those markets identified on Schedule B-2 | ||
ATTACHMENT B-2B
EXCLUDED PRODUCE MARKETS
Oklahoma
Kansas City
Chicago
Milwaukee
Minneapolis
Nash Finch
Newell
Buffalo
Boston
Cleveland
Detroit
Grand Rapids
Pittsburgh
Syracuse
Salt Lake City
Phoenix
Safeway
San Francisco
San Francisco All Other
EXCLUDED PRODUCE CUSTOMERS FROM “HQ” SALES COVERAGE
SuperValu
| • | Albertsons SoCal |
| • | Albertsons Inter-Mountain West (NW & Salt Lake) |
| • | Shaw’s |
| • | SV Lancaster |
| • | SV Mechanicsville |
| • | SV Quincy |
