NOTE 11. RELATED PARTY TRANSACTIONS


DMC is directly-owned and wholly-owned by Del Monte. For the year ended June 30, 2000, DMC and DMC’s subsidiaries accounted for 100% of the consolidated revenues and net earnings of Del Monte, except for those expenses incidental to the Del Monte Notes. As of June 30, 2000, Del Monte’s sole asset was the stock of DMC. Del Monte had no subsidiaries other than DMC and DMC’s subsidiaries, and had no direct liabilities other than the Del Monte Notes. Del Monte is separately liable under various guarantees of indebtedness of DMC, which guarantees of indebtedness are full and unconditional.

Del Monte entered into a ten-year agreement dated April 18, 1997 (the “Management Advisory Agreement”) with TPG, a majority shareholder. Under this agreement, TPG is entitled to receive an annual fee from Del Monte for management advisory services equal to the greater of $0.5 and 0.05% of the budgeted consolidated net sales of Del Monte. For the years ended June 30, 2000, 1999 and 1998, TPG received fees of $0.8, $0.8 and $0.7 under this agreement. In addition, Del Monte has agreed to indemnify TPG, its affiliates and shareholders, and their respective directors, officers, controlling persons, agents, employees and affiliates from and against all claims, actions, proceedings, demands, liabilities, damages, judgments, assessments, losses and costs, including fees and expenses, arising out of or in connection with the services rendered by TPG thereunder. This indemnification may not extend to actions arising under the U.S. federal securities laws. This agreement makes available the resources of TPG concerning a variety of financial and operational matters, including advice and assistance in reviewing Del Monte’s business plans and its results of operations and in evaluating possible strategic acquisitions, as well as providing investment banking services in identifying and arranging sources of financing. This agreement does not specify a minimum number of TPG personnel who must provide such services or the individuals who must provide them. It also does not require that a minimum amount of time be spent by such personnel on Company matters. Del Monte cannot otherwise obtain the services that TPG will provide without the addition of personnel or the engagement of outside professional advisors.

Del Monte also entered into a ten-year agreement dated April 18, 1997 (the “Transaction Advisory Agreement”) with TPG. TPG is entitled to receive a fee of 1.5% of the “transaction value” for each transaction in which Del Monte is involved, which may include acquisitions, refinancings and recapitalizations. The term “transaction value” means the total value of any subsequent transaction, including, without limitation, the aggregate amount of the funds required to complete the subsequent transaction (excluding any fees payable pursuant to this agreement and fees, if any paid to any other person or entity for financial advisory, investment banking, brokerage or any other similar services rendered in connection with such transaction) including the amount of indebtedness, preferred stock or similar items assumed (or remaining outstanding). The advisory agreement includes indemnification provisions similar to those described above. These provisions may not extend to actions arising under the U.S. federal securities laws. In fiscal 2000, TPG did not receive any payments under this agreement. In fiscal 1999 TPG or its designee received $0.5 in connection with the South America Acquisition and $3.7 in connection with the public equity offering as compensation for its services as financial advisor for these transactions. In fiscal 1998, TPG or its designee received from Del Monte a fee of $3.0 upon the closing of the Contadina Acquisition.