EXHIBIT 10.1




 

November 6, 2001

 

Del Monte Corporation (the "Company")

Del Monte Foods Company

One Market @ The Landmark

San Francisco, CA  94119-3575

Attention:  Thomas E. Gibbons, Treasurer


Re:     Letter Amendment to Third Amended and Restated Credit Agreement


Ladies and Gentlemen:


Please refer to the Third Amended and Restated Credit Agreement dated as of May 15,
2001 (the "Credit Agreement") among Del Monte Corporation, Del Monte Foods Company,
various financial institutions and Bank of America, N.A., as Administrative Agent.  Capitalized
terms used but not otherwise defined herein have the respective meanings assigned thereto in the
Credit Agreement.


The Company has advised the Administrative Agent that certain language in Sections 8.2
and 8.4 of the Credit Agreement compromises the Company's ability under prevailing market
conditions to act quickly to either secure Acquisitions or dispose of property (either, a
"Transaction").  Specifically, if the Company is to compete successfully for Transactions in the
current market, the Company must be able to commit to a Transaction within time frames that
make compliance with Section 8.2 or 8.4, as applicable, extremely impractical.  Compliance
with those sections would be achieved, however, during the interval between commitment and consummation.


Therefore, at the Company's request, the Required Lenders hereby agree that (i) Section
8.2 of the Credit Agreement is hereby amended by deleting the words "or enter into any
agreement to do any of the foregoing" from the lead in language to such section and (ii) Section
8.4 of the Credit Agreement is hereby amended by deleting the lead in language to such section
and inserting the following in lieu thereof "The Company shall not, and shall not permit any
Subsidiary to, purchase or acquire any Capital Stock, equity interest or other obligations or
securities of, or any interest in, any other Person, or make any Acquisition, or make any advance,
loan, extension of credit or capital contribution to or any other investment in, any other Person,
except for".


It is expressly acknowledged by the Company that, were the Company to consummate a Transaction not
permitted by Section 8.2 or 8.4 of the Credit Agreement, as amended, such
consummation, absent a further amendment of, or waiver with respect to, Section 8.2 or 8.4, as
applicable, would constitute an Event of Default under the Credit Agreement.  Hence, the
Lenders will not surrender any material rights to review the merits of any Transaction not
otherwise permitted by Section 8.2 or 8.4, as applicable, of the Credit Agreement prior to the consummation thereof.


This letter is limited to the matters specifically set forth herein and shall not be deemed
to constitute a waiver or consent with respect to any other matter whatsoever.  The Administrative
Agent and the Lenders hereby reserve all of their rights, powers and remedies under the Credit
Agreement and applicable law.  As amended hereby, the Credit Agreement is ratified and
confirmed in all respects.


This letter may be executed in counterparts and by the parties hereto on separate
counterparts.  This letter shall become effective upon receipt by the Administrative Agent of
counterparts hereof (or facsimiles thereof) executed by Parent, the Company and the Required
Lenders.


This letter shall be governed by the laws of the State of New York applicable to contracts
made and to be performed entirely within such State.


Please acknowledge your agreement to the foregoing by signing and returning a
counterpart hereof to the Administrative Agent.



Very truly yours,


BANK OF AMERICA, N.A., as Administrative

Agent and as a Lender


By /s/ YOUSUF OMAR   

      Managing Director








Accepted and Agreed to

this 6th day of November, 2001


DEL MONTE CORPORATION


By /s/ DAVID L. MEYERS   

      Name: David L. Meyers

      Title: EVP, Administration and CFO

 


DEL MONTE FOODS COMPANY


By /s/ DAVID L. MEYERS   

      Name: David L. Meyers

      Title: EVP, Administration and CFO







November 16, 2001

To:Lender Group


Mr. Jon Graves

Del Monte Corporation

Fax: (415) 247-3322


Ref:Del Monte Corporation

        Third Amended and Restated Credit Agreement

        Dated as of May 15, 2001




Bank of America, N.A. as Administrative Agent is pleased to advise you that Del Monte Corporation, Del Monte
Foods Company and the Required Lenders have executed today the Letter Agreement dated as of November 6, 2001.  The Letter Agreement
will become effective as of November 16, 2001.


 

Kind regards,

Bank of America, N.A.,

as Administrative Agent


/s/ LILIANA CLAAR

Liliana Claar

Vice President

(415) 436-2770