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EXECUTION COPY

ASSET PURCHASE AGREEMENT

dated as of March 1, 2006

by and between

DEL MONTE CORPORATION

and

TREEHOUSE FOODS, INC.

TABLE OF CONTENTS

Page

ARTICLE I	DEFINED TERMS	1
1.1	Definitions.	1
1.2	Terms Defined Elsewhere.	7
1.3	Interpretation.	9
ARTICLE II	PURCHASE AND SALE OF ASSETS	10
2.1	Purchase and Sale of Acquired Assets.	10
2.2	Acquired Assets.	10
2.3	Excluded Assets.	12
2.4	Assumed Liabilities and Excluded Liabilities.	13
2.5	Purchase Price.	16
2.6	Adjustments to Purchase Price.	16
2.7	Allocation.	19
2.8	Dividable Contracts.	19
ARTICLE III	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	21
3.1	Corporate Status and Authority.	21
3.2	Agreement Not in Breach of Other Instruments Affecting the Company.	22
3.3	Title to Tangible Assets; Sufficiency of Assets.	22
3.4	Owned Real Property.	22
3.5	Leased Real Property.	23
3.6	Intellectual Property.	23
3.7	Actions and Proceedings.	23
3.8	Material Contracts.	24
3.9	Compliance with Applicable Laws.	25
3.10	Environmental Matters.	26
3.11	Taxes.	27
3.12	Brokers.	28
3.13	Financial Information.	28
3.14	Labor Matters.	28
3.15	Employee Benefit Plans; ERISA.	29
3.16	Suppliers and Customers.	30
3.17	Government Approvals.	30
3.18	Inventories.	30
3.19	Labor Problems and Raw Materials.	31
3.20	Absence of Changes.	31
3.21	Undisclosed Liabilities.	31
ARTICLE IV	REPRESENTATIONS AND WARRANTIES OF THE BUYER	32
4.1	Corporate Status and Authority.	32

4.2	Agreement Not in Breach of Other Instruments Affecting the Buyer.	32
4.3	Financial Capability.	32
4.4	Compliance with Applicable Law; Actions and Proceedings.	33
4.5	Compliance with Confidentiality Agreement.	33
4.6	Brokers.	33
4.7	Government Approvals.	33
ARTICLE V	CERTAIN COVENANTS	33
5.1	Certain Understandings; Access to Information.	33
5.2	Preservation of Books and Records.	36
5.3	Conduct of Business.	36
5.4	Environmental Notification.	37
5.5	Transition Services.	38
5.6	Co-Pack Agreements.	38
5.7	Mendota Agreements.	38
5.8	Intellectual Property Agreements.	38
5.9	Parking Sublease.	38
5.10	Facilities License.	39
5.11	R&D Facility Agreements.	39
5.12	Energy Supply Agreement.	39
5.13	Employee Services Agreement.	39
5.14	Regulatory and Other Authorizations.	39
5.15	Consents.	40
5.16	No Other Representations or Warranties; Disclaimer Regarding Estimates and Projections.	40
5.17	Real Estate Matters.	41
5.18	Employees and Employee Benefit Plans.	42
5.19	Taxes.	49
5.20	Recalls.	50
5.21	Use of Certain Names.	50
5.22	Use of Certain UPC Codes.	51
5.23	Returns.	51
5.24	Rebates under Supply Agreements.	51
5.25	Reimbursement.	51
5.26	Confidentiality.	52
5.27	Update Information.	52
5.28	Noncompetition, Nonsolicitation and Noninterference.	52
5.29	Forwarding of Collected Payments.	53
5.30	Exclusivity.	53
5.31	Union Matters.	54
5.32	Regulation S-X Compliant Financial Statements.	54
5.33	Liens and Encumbrances.	55
5.34	Cooperation; Further Assurances.	55
5.35	Planning Materials.	55
5.36	Credit Agreement.	55
5.37	Insurance Proceeds.	55

5.38	Customer Deductions.	56
5.39	Microwaveable Bowls.	56
ARTICLE VI	CONDITIONS PRECEDENT TO CLOSING	56
6.1	Conditions to Obligations of the Buyer.	56
6.2	Conditions to Obligations of the Company.	58
ARTICLE VII	CLOSING	59
7.1	Closing Date.	59
7.2	Deliveries by the Company at Closing.	59
7.3	Deliveries by the Buyer at Closing.	60
ARTICLE VIII	INDEMNIFICATION	60
8.1	Survival of Representations and Warranties.	60
8.2	Indemnification Generally.	61
8.3	Limitations of Damages.	63
8.4	Exclusive Remedy.	64
8.5	Tax Treatment.	64
ARTICLE IX	TERMINATION	64
9.1	Termination.	64
9.2	Event of Termination.	65
ARTICLE X	MISCELLANEOUS	65
10.1	Public Announcement.	65
10.2