exv10w1



 






EXHIBIT 10.1




EXECUTION COPY




AMENDMENT NO. 1 TO THE

CREDIT AGREEMENT




	 	 	 
	 

	 	Dated as of January 20, 2006






          AMENDMENT NO. 1 TO THE CREDIT AGREEMENT among Del Monte Corporation, a Delaware corporation
(the “Borrower”), Del Monte Foods Company, a Delaware corporation (“Holdings”), each lender from
time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of
America, N.A., as administrative agent (the “Administrative Agent”) for the Lenders.




          PRELIMINARY STATEMENTS:




          (1) The Borrower, Holdings, the Lenders, Bank of America, N.A., as Administrative Agent, Swing
Line Lender and L/C Issuer, Morgan Stanley Senior Funding, Inc., as Syndication Agent and JPMorgan
Chase Bank, N.A., Harris Trust and Savings Bank and Suntrust Bank, as Co-Document Agents have
entered into a Credit Agreement dated as of February 8, 2005 (the “Credit Agreement”). Capitalized
terms not otherwise defined in this Amendment have the same meanings as specified in the Credit
Agreement.




          (2) The Borrower and the Required Lenders have agreed to amend the Credit Agreement as
hereinafter set forth.




          SECTION 1. Amendments to Credit Agreement. The Credit Agreement is, effective as of
the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2,
hereby amended as follows:





     (a) Section 1.01 is amended to add the following definitions in the appropriate
alphabetical position:




     “Major Disposition” has the meaning specified in Section 2.05(b).




     “Approved Bank” has the meaning specified in the definition of
“Cash Equivalents”.




     (b) Section 1.01 is further amended to substitute for the definition of “Cash
Equivalents” set forth therein the following:



     “ “Cash Equivalents” means any of the following types of Investments, to the extent
owned by the Borrower or any of its Subsidiaries: (a) obligations issued or directly and fully
guaranteed or insured by the United States of America or any agency or instrumentality thereof
having maturities of not more than three years from the date of acquisition thereof; provided that
the full faith and credit of the United States of America is pledged in support thereof; (b)
deposits, time deposits, eurodollar time deposits or overnight bank deposits with, or certificates
of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or an



 









 




Affiliate of a Lender or (B) is organized under the laws of the United States of America, any state
thereof or the District of Columbia or is the principal banking subsidiary of a bank holding
company organized under the laws of the United States of America, any state thereof or the District
of Columbia, and is a member of the Federal Reserve System, or under the laws of a foreign country
(or political subdivision thereof) in which a Subsidiary making such deposits operates its business
and (ii) (A) has combined capital and surplus of at least $250,000,000, (B) whose senior unsecured
debt is rated at least A-1 by S&P and at least P-1 by Moody’s; or (C) has a short-term commercial
paper rating (at the time of acquisition of such security) by S&P of at least “A-1” or the
equivalent thereof (each commercial bank referred to in this clause (b), being an “Approved Bank”);
(c) deposits, time deposits, eurodollar time deposits or overnight bank deposits with, or
certificates of deposit or bankers’ acceptances of any commercial bank that is organized under the
laws of a foreign country but is not an Approved Bank to the extent deposits with such foreign bank
do not exceed $1,000,000 outstanding at any time and the aggregate amount of all deposits made
pursuant to this clause (c) does not exceed $5,000,000 outstanding at any time; (d)
commercial paper and variable or fixed rate notes issued by any Approved Bank or by the parent
company of any Approved Bank, (e) commercial paper and variable rate notes issued by, or guaranteed
by, any industrial or financial company with a short-term commercial paper rating (at the time of
acquisition of such security) of at least “A-1” or the equivalent thereof by S&P or at least “P-1”
or the equivalent thereof by Moody’s, or issued by, or guaranteed by any industrial company with a
long-term unsecured debt rating (at the time of acquisition of such security) of at least “AA” or
the equivalent thereof by S&P or at least “Aa” or the equivalent thereof by Moody’s and in each
case maturing within one year after the date of acquisition; (f) commercial paper in an aggregate
amount of no more than $2,000,000 per issuer and not more than $10,000,000 in the aggregate
outstanding at any time issued by any Person organized under the laws of any state of the United
States of America and rated at least “Prime-2” (or the then equivalent grade) by Moody’s or at
least “A-2” (or the then equivalent grade) by S&P, or carrying an equivalent rating by a nationally
recognized rating agency if both of the two named rating agencies cease publishing ratings of
commercial paper issuers generally, in each case with maturities of not more than 180 days from the
date of acquisition thereof; (g) repurchase obligations of any Approved Bank, having a term of not
more than 30 days, with respect to securities issued or fully guaranteed or insured by the United
States government; (h) repurchase agreements with any Lender or any primary dealer maturing within
one year from the date of acquisition that are fully collateralized by investment instruments that
would otherwise be Cash Equivalents; provided that the terms of such repurchase agreements comply
with the guidelines set forth in the “Federal Financial Institutions Examination Council
Supervisory Policy — Repurchase Agreements of Depository Institutions With Securities Dealers and
Others, as adopted by the Comptroller of the Currency on October 31, 1985”; (h) securities with
maturities of one year or less from the date of acquisition issued or fully guaranteed by any
state, commonwealth or territory of the United States, by any political subdivision or taxing
authority of any such state, commonwealth or territory or by any foreign government, the securities
of which state, commonwealth, territory
, political subdivision, taxing authority or foreign
government (as the case may be) are rated at least A by S&P or A by Moody’s; (i) securities with
maturities of one year or less from the date of acquisition backed by standby letters of credit
issued by any Approved Bank; (j) obligations of other Persons with maturities of two years or less
from the date of acquisition, rated at least AA by S&P and Aa2 by Moody’s; and (k) shares

 









 








of money market mutual or similar funds which invest at least 95% of their assets in
securities or other investments satisfying the requirements of clauses (a) through (j) of this
definition.”





     (c) Section 2.03(i) is amended by substituting for the phrase “first Business
Day after the end of each January, April, July and October” where it appears therein the
phrase “last Business Day of each January, April, July and October”.




     (d) Clause (b)(i) of Section 2.05 is amended to read in full as
follows:




(i) If Holdings or any of its Subsidiaries Disposes of any property or
assets (other than any Disposition of any property or assets permitted by
Sections 7.05(a) through (i) and (l) and (m)) which in the aggregate results
in the realization by Holdings or such Subsidiary of Net Cash Proceeds
(determined as of the date of consummation of such Disposition, whether or
not such Net Cash Proceeds are then received by Holdings or such Subsidiary,
but with the amount of any such Net Cash Proceeds attributable to any time
period after the consummation of such Disposition to be determined by an
estimate made in good faith by a Responsible Officer), in excess of the
lesser of $15,000,000 and 10% of Consolidated Net Tangible Assets (as
defined in the New Subordinated Notes Indenture), determined as of the last
day of the most recent fiscal quarter for which a consolidated balance sheet
of Holdings and its Subsidiaries has been prepared, in any fiscal year,
then:




(A) with respect to any such Disposition that is consummated on or prior to
July 30, 2006 and results in the realization by Holdings or such Subsidiary
of Net Cash Proceeds (determined as of the date of consummation of such
Disposition, whether or not such Net Cash Proceeds are then received by
Holdings or such Subsidiary, but with the amount of any such Net Cash
Proceeds attributable to any time period after the consummation of such
Disposition with respect to such Disposition to be determined by an estimate
made in good faith by a Responsible Officer) in excess of $50,000,000 (such
Disposition as described in this Section 2.05(b)(i)(A), a “Major
Disposition”), the Borrower shall prepay substantially contemporaneously
with the consummation of such Major Disposition pursuant to this Section
2.05(b)(i)(A) an aggregate principal amount of Loans equal to 20% of the Net
Cash Proceeds received by Holdings or its Subsidiaries upon the consummation
of such Major Disposition; provided that (x) any Net Cash Proceeds remaining
after the prepayments required to be made pursuant to the foregoing may be
used at the discretion of Holdings or the applicable Subsidiary for general
corporate purposes not in contravention of any Law or Loan Document
(including, without limitation, the making of any Restricted Payment not in
contravention of Section 7.06 hereof) and (y) in the case of any Major
Disposition permitted by Section 7.05(k), (I) any such prepayment only shall
be required to be made within 180 days of the date of the Disposition, and
(II) the amount required to be prepaid



 









 







pursuant to this Section 2.05(b)(i)(A) with respect to such Disposition
permitted by Section 7.05(k) shall be 50% of the first $200,000,000 of Net
Cash Proceeds therefrom and 100% of all Net Cash Proceeds in excess of
$200,000,000 received therefrom;




(B) with respect to any such Disposition that does not qualify as a Major
Disposition, the Borrower shall prepay, within 180 days of the date of such
Disposition, an aggregate principal amount of Loans equal to 100% of all Net
Cash Proceeds received therefrom on or prior to such date (or, in the case
of a Disposition permitted by Section 7.05(k), 50% of the first $200,000,000
of Net Cash Proceeds therefrom and 100% of all Net Cash Proceeds in excess
of $200,000,000 received therefrom); provided, however, that, with respect
to any Net Cash Proceeds realized under a Disposition described in this
Section 2.05(b)(i)(B) (other than Dispositions pursuant to Section 7.05(k)),
at the option of the Borrower, and as an alternative to the prepayment
requirement set forth in this Section 2.05(b)(i)(B), Holdings or such
Subsidiary may reinvest all or any portion of such Net Cash Proceeds in
fixed or capital assets to be used in the business of the Borrower and its
Subsidiaries so long as such Net Cash Proceeds are used or committed to be
so used within 12 months after the Disposition giving rise to the
obligations under this Section 2.05(b)(i)(B);




     (e) Clause (j)(ii) of Section 7.05 is amended in full to read as
follows:




“(ii)(A) during the time period beginning October 31, 2005 to and including
July 30, 2006, the EBITDA for the Measurement Period immediately preceding
the consummation of such Disposition attributable to any property Disposed
of in reliance on this Section 7.05(j) shall not exceed, with
respect to one or more Dispositions made during such time period in reliance
on this Section 7.05(j), 15% of EBITDA of Holdings for the Measurement
Period ending on May 1, 2005 (with the EBITDA for each such Disposition
being determined by the EBITDA attributable to the applicable property for
the Measurement Period immediately preceding the consummation of such
Disposition) and (B) from and after July 31, 2006, the aggregate fair market
value of all property Disposed of on or after such date in reliance on this
Section 7.05(j) shall not exceed $100,000,000; provided, that for
purposes of this clause (B), the determination of the fair market
value of property Disposed of with respect to any Disposition shall be as
determined in good faith by a Responsible Officer as of the date of
execution of a definitive agreement for such Disposition (whether or not
such Disposition is subject to the satisfaction of any conditions), or, if
no such agreement is executed with respect to such Disposition, the date of
consummation thereof; and”.




     (f) Clause (e) of Section 7.06 is amended in full to read as follows:



 









 






“so long as no Default or Event of Default has occurred and is continuing or
would result therefrom, the Borrower may pay dividends to Holdings in an
aggregate amount not to exceed (i) prior to October 31, 2005, in an
aggregate amount not to exceed the sum of (A) $125,000,000 plus (B)
50% of Consolidated Net Income of Holdings determined on a cumulative basis
from the beginning of fiscal year 2005 and (ii) on and after October 31,
2005, in an aggregate amount not to exceed the sum of (A) $195,000,000
plus (B) 50% of Consolidated Net Income of Holdings determined on a
cumulative basis from October 31, 2005 plus (C) at such time as no
more than $25,000,000 in principal amount of Existing Subordinated Notes
remains outstanding, $110,000,000; provided that notwithstanding the
foregoing, no dividend payment shall be permitted hereunder if the making of
such dividend payment would at the time of such payment violate Section 4.10
of the Existing Subordinated Note Indenture or Section 4.10 of the New
Subordinated Note Indenture:”.




     (g) Clause (g) of Section 7.06 is amended to substitute the words
“Section 7.02(m)” for the existing language “Section 7.02(n)” in the fourth
line thereof.




     (h) Section 7.10(a) is amended in full to read as follows:




“(a) Total Debt Ratio. Permit the Total Debt Ratio for any
Measurement Period set forth below to be greater than the ratio set forth
below opposite such period:



	 	 	 
	Four Fiscal Quarters Ending

	 	Maximum Total Debt Ratio
	 
	 	 
	Closing Date through January 28, 2007

	 	3.75:1.00
	 
	 	 
	April 29, 2007 through February 1, 2009

	 	3.50:1.00
	 
	 	 
	May 3, 2009 and each fiscal quarter thereafter

	 	3.25:1.00 ”.






 









 






          SECTION 2. Conditions of Effectiveness. This Amendment shall become effective as of
the date first above written when, and only when, the Administrative Agent shall have received
counterparts of this Amendment executed by the Borrower and the Required Lenders or, as to any of
the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this
Amendment and the consent attached hereto executed by each Guarantor. This Amendment is subject to
the provisions of Section 11.01 of the Credit Agreement.




          SECTION 3. Reference to and Effect on the Credit Agreement and the Loan Documents.
(a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to
“this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement,
and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”,
“thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and
be a reference to the Credit Agreement, as amended by this Amendment.




          (b) The Credit Agreement, the Notes and each of the other Loan Documents, as specifically
amended by this Amendment, are and shall continue to be in full force and effect and are hereby in
all respects ratified and confirmed. Without limiting the generality of the foregoing, the
Collateral Documents and all of the Collateral described therein do and shall continue to secure
the payment of all Obligations of the Loan Parties under the Loan Documents, in each case as
amended by this Amendment.




          (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under
any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.




          SECTION 4. Costs and Expenses The Borrower agrees to pay on demand all costs and
expenses of the Agent in connection with the preparation, execution, delivery and administration,
modification and amendment of this Amendment and the other instruments and documents to be
delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for
the Administrative Agent) in accordance with the terms of Section 11.04 of the Credit Agreement.




          SECTION 5. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute but one
and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment
by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.




          SECTION 6. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




 









 





          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first above written.




	 	 	 	 	 
	 	 	DEL MONTE CORPORATION
	 
	 	 	 	 
	 

	 	By
	 	     /s/ Thomas E. Gibbons
	 

	 	 	 	 
	 

	 	 	 	Name: Thomas E. Gibbons
	 

	 	 	 	Title: Senior Vice President and Treasurer
	 
	 	 	 	 
	 	 	DEL MONTE FOODS COMPANY
	 
	 	 	 	 
	 

	 	By
	 	     /s/ Thomas E. Gibbons
	 

	 	 	 	 
	 

	 	 	 	Name: Thomas E. Gibbons
	 

	 	 	 	Title: Senior Vice President and Treasurer






 









 






	 	 	 	 	 
	 	 	Bank of America, N.A., as Administrative Agent and
	 	 	as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ William F. Sweeney
	 

	 	 	 	 
	 

	 	 	 	Name: William F. Sweeney
	 

	 	 	 	Title: Senior Vice President
	 
	 	 	 	 
	 	 	PPM America, Inc., as Attorney-in-fact, on behalf of
	 	 	Jackson National Life Insurance Company
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Chris Kappas
	 

	 	 	 	 
	 

	 	 	 	Name: Chris Kappas
	 

	 	 	 	Title: Managing Director
	 
	 	 	 	 
	 	 	PPM America, Inc., as Collateral Manager, on behalf
	 	 	of Tuscany CDO, Limited
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Chris Kappas
	 

	 	 	 	 
	 

	 	 	 	Name: Chris Kappas
	 

	 	 	 	Title: Managing Director
	 
	 	 	 	 
	 	 	ING Capital LLC, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Marcy S. Lyons
	 

	 	 	 	 
	 

	 	 	 	Name: Marcy S. Lyons
	 

	 	 	 	Title: Director






 









 






	 	 	 	 	 
	 	 	CoBank, ACB, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Lori L. O’Flaherty
	 

	 	 	 	 
	 

	 	 	 	Name: Lori L. O’Flaherty
	 

	 	 	 	Title: Senior Vice President
	 
	 	 	 	 
	 	 	Union Bank of California, N.A., as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ David Jackson
	 

	 	 	 	 
	 

	 	 	 	Name: David Jackson
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	The Bank of New York, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Elizabeth T. Ying
	 

	 	 	 	 
	 

	 	 	 	Name: Elizabeth T. Ying
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	Babson Capital Management LLC, as Collateral
	 	 	Manager, on behalf of Massachusetts Mutual Life
	 	 	Insurance Company, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ David P. Wells
	 

	 	 	 	 
	 

	 	 	 	Name: David P. Wells, CFA
	 

	 	 	 	Title: Managing Director






Del Monte Amendment No.1





 









 








	 	 	 	 	 
	 	 	Babson Capital Management LLC, as Collateral
	 	 	Manager, on behalf of Babson CLO Ltd. 2004-II,
	 	 	as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ David P. Wells
	 

	 	 	 	 
	 

	 	 	 	Name: David P. Wells, CFA
	 

	 	 	 	Title: Managing Director
	 
	 	 	 	 
	 	 	BNP Paribas, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Katherine Wolfe
	 

	 	 	 	 
	 

	 	 	 	Name: Katherine Wolfe
	 

	 	 	 	Title: Director
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Jamie Dillon
	 

	 	 	 	 
	 

	 	 	 	Name: Jamie Dillon
	 

	 	 	 	Title: Managing Director
	 
	 	 	 	 
	 	 	INVESCO Senior Secured Management, Inc., as
	 	 	Asset Manager, on behalf of Avalon Capital Ltd. 3,
	 	 	as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Joseph Rotondo
	 

	 	 	 	 
	 

	 	 	 	Name: Joseph Rotondo
	 

	 	 	 	Title: Authorized Signatory
	 
	 	 	 	 
	 	 	INVESCO Senior Secured Management, Inc., as
	 	 	Investment Advisor, on behalf of Charter View
	 	 	Portfolio, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Joseph Rotondo
	 

	 	 	 	 
	 

	 	 	 	Name: Joseph Rotondo
	 

	 	 	 	Title: Authorized Signatory






Del Monte Amendment No.1





 









 








	 	 	 	 	 
	 	 	INVESCO Senior Secured Management, Inc., as
	 	 	Investment Adviser, on behalf of Diversified Credit
	 	 	Portfolio, Ltd., as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Joseph Rotondo
	 

	 	 	 	 
	 

	 	 	 	Name: Joseph Rotondo
	 

	 	 	 	Title: Authorized Signatory
	 
	 	 	 	 
	 	 	INVESCO Senior Secured Management, Inc., as
	 	 	Sub-Adviser, on behalf of AIM Floating Rate Fund,
	 	 	as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Joseph Rotondo
	 

	 	 	 	 
	 

	 	 	 	Name: Joseph Rotondo
	 

	 	 	 	Title: Authorized Signatory
	 
	 	 	 	 
	 	 	INVESCO Senior Secured Management, Inc., as
	 	 	Asset Manager, on behalf of Saratoga CLO I,
	 	 	Limited, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Joseph Rotondo
	 

	 	 	 	 
	 

	 	 	 	Name: Joseph Rotondo
	 

	 	 	 	Title: Authorized Signatory
	 
	 	 	 	 
	 	 	Boston Management and Research, as Investment
	 	 	Advisor, on behalf of Senior Debt Portfolio, as
	 	 	Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Michael B. Botthof
	 

	 	 	 	 
	 

	 	 	 	Name: Michael B. Botthof
	 

	 	 	 	Title: Vice President






Del Monte Amendment No.1





 









 








	 	 	 	 	 
	 	 	Eaton Vance Management, as Investment Advisor,
	 	 	on behalf of Eaton Vance Senior Income Trust, as
	 	 	Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Michael B. Botthof
	 

	 	 	 	 
	 

	 	 	 	Name: Michael B. Botthof
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	Eaton Vance Management, as Investment Advisor,
	 	 	on behalf of Eaton Vance Institutional Senior Loan
	 	 	Fund, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Michael B. Botthof
	 

	 	 	 	 
	 

	 	 	 	Name: Michael B. Botthof
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	Eaton Vance Management, as Investment Advisor,
	 	 	on behalf of Eaton Vance CDO III, Ltd., as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Michael B. Botthof
	 

	 	 	 	 
	 

	 	 	 	Name: Michael B. Botthof
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	Eaton Vance Management, as Investment Advisor,
	 	 	on behalf of Costantinus Eaton Vance CDO V, Ltd.,
	 	 	as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Michael B. Botthof
	 

	 	 	 	 
	 

	 	 	 	Name: Michael B. Botthof
	 

	 	 	 	Title: Vice President






Del Monte Amendment No.1





 









 








	 	 	 	 	 
	 	 	Eaton Vance Management, as Investment Advisor,
	 	 	on behalf of Eaton Vance CDO VI, Ltd., as Lender
	 
	 	 	 	 
	 	 	By:      /s/ Michael B. Botthof
	 

	 	 	 	 
	 

	 	 	 	Name: Michael B. Botthof
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	Boston Management and Research, as Investment
	 	 	Advisor, on behalf of Grayson & Co., as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Michael B. Botthof
	 

	 	 	 	 
	 

	 	 	 	Name: Michael B. Botthof
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	Eaton Vance Management, as Attorney-in-fact,
	 	 	through State Street Bank and Trust Company N.A.
	 	 	as Fiduciary Custodian, on behalf of The
	 	 	Norinchukin Bank, New York Branch, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Michael B. Botthof
	 

	 	 	 	 
	 

	 	 	 	Name: Michael B. Botthof
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	Eaton Vance Management, as Investment Adviser,
	 	 	on behalf of Eaton Vance Limited Duration Income
	 	 	Fund, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Michael B. Botthof
	 

	 	 	 	 
	 

	 	 	 	Name: Michael B. Botthof
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	Eaton Vance Management, as Investment Adviser,
	 	 	on behalf of Tolli & Co., as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Michael B. Botthof
	 

	 	 	 	 
	 

	 	 	 	Name: Michael B. Botthof
	 

	 	 	 	Title: Vice President






Del Monte Amendment No.1





 









 










	 	 	 	 	 
	 	 	Eaton Vance Management, as Investment Adviser,
	 	 	on behalf of Eaton Vance Senior Floating-Rate
	 	 	Trust, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Michael B. Botthof
	 

	 	 	 	 
	 

	 	 	 	Name: Michael B. Botthof
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	Eaton Vance Management, as Investment Adviser,
	 	 	on behalf of Eaton Vance Floating-Rate Income
	 	 	Trust, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Michael B. Botthof
	 

	 	 	 	 
	 

	 	 	 	Name: Michael B. Botthof
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	National City Bank, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Kenneth M. Blackwell
	 

	 	 	 	 
	 

	 	 	 	Name: Kenneth M. Blackwell
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	Wells Fargo Bank, N.A., as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Margarita Chichioco
	 

	 	 	 	 
	 

	 	 	 	Name: Margarita Chichioco
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	UBS AG, Stamford Branch, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Irja R. Otsa
	 

	 	 	 	 
	 

	 	 	 	Name: Irja R. Otsa
	 

	 	 	 	Title: Associate Director, Banking Products

          Services, US
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Louis Pistecchia
	 

	 	 	 	 
	 

	 	 	 	Name: Louis Pistecchia
	 

	 	 	 	Title: Director, Banking Products Services, US






Del Monte Amendment No.1





 









 








	 	 	 	 	 
	 	 	Harris N.A., as successor by merger to Harris Trust
	 	 	and Savings Bank, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Nancy Miller
	 

	 	 	 	 
	 

	 	 	 	Name: Nancy Miller
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	Bayerische Landesbank, New York Branch, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Edward Cripps
	 

	 	 	 	 
	 

	 	 	 	Name: Edward Cripps
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Stuart Schulman
	 

	 	 	 	 
	 

	 	 	 	Name: Stuart Schulman
	 

	 	 	 	Title: Senior Vice President
	 
	 	 	 	 
	 	 	Commerzbank AG, New York and Grand Cayman
	 	 	Branches, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Karla Wirth
	 

	 	 	 	 
	 

	 	 	 	Name: Karla Wirth
	 

	 	 	 	Title: AVP
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Yangling J. Si
	 

	 	 	 	 
	 

	 	 	 	Name: Yangling J. Si
	 

	 	 	 	Title: AVP
	 
	 	 	 	 
	 	 	Wachovia Bank, National Association, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Beth Rue
	 

	 	 	 	 
	 

	 	 	 	Name: Beth Rue
	 

	 	 	 	Title: Assistant Vice President






Del Monte Amendment No.1





 









 








	 	 	 	 	 
	 	 	1st Farm Credit Services, PCA, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Dale A. Richardson
	 

	 	 	 	 
	 

	 	 	 	Name: Dale A. Richardson
	 

	 	 	 	Title: VP, Capital Markets Group
	 
	 	 	 	 
	 	 	People’s Bank, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ George F. Paik
	 

	 	 	 	 
	 

	 	 	 	Name: George F. Paik
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	Farm Credit West, PCA, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Ben Madonna
	 

	 	 	 	 
	 

	 	 	 	Name: Ben Madonna
	 

	 	 	 	Title: Asst. Vice President
	 
	 	 	 	 
	 	 	JPMorgan Chase Bank, N.A., as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ William P. Rindfuss
	 

	 	 	 	 
	 

	 	 	 	Name: William P. Rindfuss
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	HSBC Bank USA, National Association, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Robert P. Reynolds
	 

	 	 	 	 
	 

	 	 	 	Name: Robert P. Reynolds
	 

	 	 	 	Title: VP & Sr. Relationship Manager






Del Monte Amendment No.1





 









 








	 	 	 	 	 
	 	 	Farm Credit Services of Minnesota Valley, PCA,
	 	 	d/b/a FCS Commercial Finance Group, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Lisa Caswell
	 

	 	 	 	 
	 

	 	 	 	Name: Lisa Caswell
	 

	 	 	 	Title: Commercial Loan Officer
	 
	 	 	 	 
	 	 	SunTrust Bank, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Samuel M. Jannetta
	 

	 	 	 	 
	 

	 	 	 	Name: Samuel M. Jannetta
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	Morgan Stanley Senior Funding, Inc., as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Lisa Malone
	 

	 	 	 	 
	 

	 	 	 	Name: Lisa Malone
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	Firstrust Bank, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Kent D. Nelson
	 

	 	 	 	 
	 

	 	 	 	Name: Kent D. Nelson
	 

	 	 	 	Title: Senior Vice President






Del Monte Amendment No.1





 









 








	 	 	 	 	 
	 	 	RZB Finance LLC, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ John A. Valiska
	 

	 	 	 	 
	 

	 	 	 	Name: John A. Valiska
	 

	 	 	 	Title: First Vice President
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Astrid Wilke
	 

	 	 	 	 
	 

	 	 	 	Name: Astrid Wilke
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	Farm Credit Services of Mid-America, PCA, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Ralph M. Bowman
	 

	 	 	 	 
	 

	 	 	 	Name: Ralph M. Bowman
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	Farm Credit Services of Missouri, PCA, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Sean Unterreines
	 

	 	 	 	 
	 

	 	 	 	Name: Sean Unterreines
	 

	 	 	 	Title: Capital Markets Officer
	 
	 	 	 	 
	 	 	Sovereign Bank, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Elisabet C. Hayes
	 

	 	 	 	 
	 

	 	 	 	Name: Elisabet C. Hayes
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	Bank of Hawaii, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ James Karnowski
	 

	 	 	 	 
	 

	 	 	 	Name: James Karnowski
	 

	 	 	 	Title: Vice President






Del Monte Amendment No.1





 









 








	 	 	 	 	 
	 	 	Northwest Farm Credit Services, PCA, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Casey Kinzer
	 

	 	 	 	 
	 

	 	 	 	Name: Casey Kinzer
	 

	 	 	 	Title: Senior Credit Officer
	 
	 	 	 	 
	 	 	Comerica West Inc., as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Don R. Carruth
	 

	 	 	 	 
	 

	 	 	 	Name: Don R. Carruth
	 

	 	 	 	Title: Corporate Banking Officer
	 
	 	 	 	 
	 	 	American AgCredit, PCA, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	      /s/ Gary Van Schuyver
	 

	 	 	 	 
	 

	 	 	 	Name: Gary Van Schuyver
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	Branch Banking and Trust Company, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Roberts A. Bass
	 

	 	 	 	 
	 

	 	 	 	Name: Roberts A. Bass
	 

	 	 	 	Title: Senior Vice President
	 
	 	 	 	 
	 	 	PNC Bank, National Association, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Luke McElhinny
	 

	 	 	 	 
	 

	 	 	 	Name: Luke McElhinny
	 

	 	 	 	Title: Vice President






Del Monte Amendment No.1





 









 








	 	 	 	 	 
	 	 	Farm Credit Bank of Texas, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Luis Requejo
	 

	 	 	 	 
	 

	 	 	 	Name: Luis Requejo
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	Oak Brook Bank, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Henry Wessel
	 

	 	 	 	 
	 

	 	 	 	Name: Henry Wessel
	 

	 	 	 	Title: VP
	 
	 	 	 	 
	 	 	GreenStone Farm Credit Services, ACA/FLCA, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Ben Mahlich
	 

	 	 	 	 
	 

	 	 	 	Name: Ben Mahlich
	 

	 	 	 	Title: AVP-Lending Officer
	 
	 	 	 	 
	 	 	Mizuho Corporate Bank, Ltd., as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Robert Gallagher
	 

	 	 	 	 
	 

	 	 	 	Name: Robert Gallagher
	 

	 	 	 	Title: Senior Vice President
	 
	 	 	 	 
	 	 	AgFirst Farm Credit Bank, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Felicia Morant
	 

	 	 	 	 
	 

	 	 	 	Name: Felicia Morant
	 

	 	 	 	Title: Vice President






Del Monte Amendment No.1





 









 








	 	 	 	 	 
	 	 	Protective Life Insurance Company, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Lance P. Black
	 

	 	 	 	 
	 

	 	 	 	Name: Lance P. Black
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	Dresdner Bank AG, New York and Grand Cayman
	 	 	Branches, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Brian M. Smith
	 

	 	 	 	 
	 

	 	 	 	Name: Brian M. Smith
	 

	 	 	 	Title: Managing Director
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Thomas R. Brady
	 

	 	 	 	 
	 

	 	 	 	Name: Thomas R. Brady
	 

	 	 	 	Title: Director
	 
	 	 	 	 
	 	 	U.S. Bank National Association, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Alan Schuler
	 

	 	 	 	 
	 

	 	 	 	Name: Alan Schuler
	 

	 	 	 	Title: Senior Vice President
	 
	 	 	 	 
	 	 	Erste Bank, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Paul Judicke
	 

	 	 	 	 
	 

	 	 	 	Name: Paul Judicke
	 

	 	 	 	Title: Director, New York Branch
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Brandon A. Meyerson
	 

	 	 	 	 
	 

	 	 	 	Name: Brandon A. Meyerson
	 

	 	 	 	Title: Vice President, New York Branch






Del Monte Amendment No.1





 









 








	 	 	 	 	 
	 	 	Farm Credit Services of America, PCA, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Curt Brown
	 

	 	 	 	 
	 

	 	 	 	Name: Curt Brown
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	U.S. AgBank, FCB, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Greg Somerhalder
	 

	 	 	 	 
	 

	 	 	 	Name: Greg Somerhalder
	 

	 	 	 	Title: Vice President
	 
	 	 	Guaranty Bank, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Michael Ansolabehere
	 

	 	 	 	 
	 

	 	 	 	Name: Michael Ansolabehere
	 

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	Cooperatieve Centrale Raiffeisen-Boerenleenbank
	 	 	B.A. “Rabobank International” New York Branch, as
	 	 	Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Jessalyn Peters
	 

	 	 	 	 
	 

	 	 	 	Name: Jessalyn Peters
	 

	 	 	 	Title: Managing Director
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Rebecca O. Morrow
	 

	 	 	 	 
	 

	 	 	 	Name: Rebecca O. Morrow
	 

	 	 	 	Title: Executive Director






Del Monte Amendment No.1





 









 








	 	 	 	 	 
	 	 	General Electric Capital Corporation, as Lender
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Dwayne L. Coker
	 

	 	 	 	 
	 

	 	 	 	Name: Dwayne L. Coker
	 

	 	 	 	Title: Duly Authorized Signatory






Del Monte Amendment No.1





 









 








CONSENT




	 	 	 
	 

	 	Dated as of January 20, 2006






          Each of the undersigned, (a) as Guarantor under (i) in the case of each of the undersigned
other than Del Monte Food Company (“Holdings”), the Subsidiary Guaranty dated February 8, 2005
(the “Subsidiary Guaranty”) and (i) in the case of Holdings, the Guaranty made by Holdings under
Article X of the Credit Agreement (as defined below) (the “DMFC Guaranty”), in each case,
in favor of the Secured Parties referred to in the Credit Agreement referred to in the foregoing
Amendment (the “Credit Agreement”) and (b) as Grantor under the Security Agreement dated February
8, 2005 (as amended through the date hereof, the “Security Agreement”) to Bank of America, N.A. as
Collateral Agent for such Secured Parties, hereby consents to such Amendment and hereby confirms
and agrees that (A) notwithstanding the effectiveness of such Amendment, each of (1) in the case of
each of the undersigned other than Holdings, the Subsidiary Guaranty and (2) in the case of
Holdings, the DMFC Guaranty is, and shall continue to be, in full force and effect and is hereby
ratified and confirmed in all respects, except that, on and after the effectiveness of such
Amendment, each reference in the Subsidiary Guaranty, the DMFC Guaranty or the Security Agreement
to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a
reference to the Credit Agreement, as amended by such Amendment and (B) the Collateral Documents to
which each of the undersigned is a party and all of the Collateral described therein do, and shall
continue to, secure the payment of all of the Secured Obligations. Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.




	 	 	 	 	 
	 	 	DEL MONTE FOODS COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Thomas E. Gibbons
	 

	 	 	 	 
	 

	 	Name:
	 	Thomas E. Gibbons
	 

	 	Title:
	 	Senior Vice President and Treasurer
	 
	 	 	 	 
	 	 	STAR-KIST SAMOA, INC.
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Thomas E. Gibbons
	 

	 	 	 	 
	 

	 	Name:
	 	Thomas E. Gibbons
	 

	 	Title:
	 	Vice President, Chief Financial Officer and
	 

	 	 	 	Treasurer






Del Monte Amendment No.1





 









 








	 	 	 	 	 
	 	 	MARINE TRADING PACIFIC, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Thomas E. Gibbons
	 

	 	 	 	 
	 

	 	Name:
	 	Thomas E. Gibbons
	 

	 	Title:
	 	 Vice President, Chief Financial Officer and
	 

	 	 	 	Treasurer
	 
	 	 	 	 
	 	 	STAR-KIST MAURITIUS, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Thomas E. Gibbons
	 

	 	 	 	 
	 

	 	Name:
	 	Thomas E. Gibbons
	 

	 	Title:
	 	 Vice President, Chief Financial Officer and
	 

	 	 	 	Treasurer.






Del Monte Amendment No.1