exv10w3



 





Exhibit 10.3



EXECUTION COPY




AMENDMENT NO. 2 TO THE

CREDIT AGREEMENT




                    Dated as of May 19, 2006




          AMENDMENT NO. 2 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”), Swing Line Lender and L/C
Issuer 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 (as amended by Amendment No. 1 thereto
dated as of January 20, 2006, the “Credit Agreement”). Capitalized terms not otherwise defined in
this Amendment have the same meanings as specified in the Credit Agreement.




          (2) The Borrower desires to increase the Revolving Credit Facility by $100,000,000 (the
“Incremental Revolving Credit Facility”) and to borrow up to $925,000,000 of funds in the form of
additional term B loans under the Credit Agreement, the proceeds of which shall, together with a
portion of the Borrower’s cash on hand and drawings under the Revolving Credit Facility, be used by
the Borrower (a) to acquire (the “Meow Mix Acquisition”) 100% of the Equity Interests in Meow Mix
Holdings, Inc., a Delaware corporation (“Meow Mix Holdings”, and together with its subsidiaries,
the “Meow Mix Business”) pursuant to the Stock Purchase Agreement dated as of March 1, 2006 (the
“Meow Mix Purchase Agreement”) among Meow Mix Holdings, the stockholders of Meow Mix Holdings named
therein, Meow Holdings LLC, a limited liability company, and the Borrower and (b) to acquire
certain assets and assume certain liabilities (the “Milk-Bone Acquisition”) from Kraft Foods
Global, Inc., a Delaware corporation, pursuant to the Asset Sale Agreement dated as of March 15,
2006 (the “Milk-Bone Purchase Agreement”) between Kraft Foods Global, Inc. and the Borrower.




          (3) Banc of America Securities LLC, Goldman Sachs Credit Partners L.P. (“GS”) and Lehman
Brothers Inc. have agreed to be the joint lead arrangers and joint book running managers for the
Incremental Revolving Credit Facility and the additional term B loans under the Credit Agreement
(in such capacities, the “Lead Arrangers”); GS and Lehman Commercial Paper Inc. have agreed to be
the co-syndication agents for the Incremental Revolving Credit Facility and the additional term B
loans under the Credit Agreement; certain Lenders (the “Incremental Revolving Credit Lenders”) have
agreed to provide the Incremental Revolving Credit Facility and certain Lenders (the “Additional
Term B Lenders”) have agreed to provide the additional term B loans under the Credit Agreement.




          (4) The Borrower and the Required Lenders have agreed to amend the Credit Agreement to effect
the changes described above and other changes as hereinafter set forth.


Del Monte Amendment No. 2









 



2




          SECTION 1. Amendments to Credit Agreement. The Credit Agreement is, effective as of
the Amendment No. 2 Effective Date (as hereinafter defined) 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:




     “Additional Fee Letter” means the Fee Letter dated as of March 21, 2006
among the Borrower, the Lead Arrangers and the Initial Lenders as defined therein.




     “Additional Term B Loans” means the Additional Term B-1 Loans and the
Additional Term B-2 Loans.




     “Additional Term B-1 Commitment” means, as to each Additional Term B-1
Lender, its obligation to make Additional Term B-1 Loans to the Borrower pursuant to
Section 2.01(b)(ii) in an aggregate principal amount at any one time
outstanding not to exceed the amount set forth opposite such Lender’s name on
Schedule 2.01 under the caption “Additional Term B-1 Commitment” or in one
or more Assignment and Assumptions pursuant to which such Lender becomes a party
hereto, as applicable, as such amounts may be adjusted from time to time in
accordance with this Agreement.




     “Additional Term B-1 Facility” means, at any time, the aggregate amount
of the Additional Term B-1 Lenders’ Additional Term B-1 Loans at such time.




     “Additional Term B-1 Lenders” means, at any time, any Lender that has
an Additional Term B-1 Commitment or an outstanding Additional Term B-1 Loan at such
time.




     “Additional Term B-1 Loan” has the meaning specified in Section
2.01(b)(ii).




     “Additional Term B-1 Loan Notice” has the meaning specified in
Section 2.15(a).




     “Additional Term B-2 Commitment” means, as to each Additional Term B-2
Lender, its obligation to make Additional Term B-2 Loans to the Borrower pursuant to
Section 2.01(b)(iii) in an aggregate principal amount at any one time
outstanding not to exceed the amount set forth opposite such Lender’s name on
Schedule 2.01 under the caption “Additional Term B-2 Commitment” or in one
or more Assignment and Assumptions pursuant to which such Lender becomes a party
hereto, as applicable, as such amounts may be adjusted from time to time in
accordance with this Agreement.




     “Additional Term B-2 Effective Date” has the meaning specified in
Amendment No. 2.




     “Additional Term B-2 Facility” means, at any time, the aggregate amount
of the Additional Term B-2 Lenders’ Additional Term B-2 Loans at such time.


     “Additional Term B-2 Lenders” means, at any time, any Lender that has
an Additional Term B-2 Commitment or an outstanding Additional Term B-2 Loan at such
time.



Del Monte Amendment No.2









 




3





     “Additional Term B-2 Loan” has the meaning specified in Section
2.01(b)(iii).




     “Additional Term B-2 Loan Notice” has the meaning specified in
Section 2.15(b).




     “Amendment No. 2” means Amendment No. 2 to the Credit Agreement dated
as of May 19, 2006 among the Borrower, Holdings and the Required Lenders party
thereto and the Administrative Agent.




     “Amendment No. 2 Effective Date” means May 19, 2006.




     “Co-Syndication Agent” means each of Lehman Commercial Paper Inc. and
Goldman Sachs Credit Partners L.P. in its capacity as co-syndication agent under any
of the Loan Documents, or any successor co-syndication agent.




     “Existing Term B Loans” has the meaning specified in Section
2.15(c)(iii).




     “Meow Mix Acquisition” has the meaning specified in Amendment No. 2.




     “Meow Mix Transaction” has the meaning specified in Amendment No. 2.




     “Milk-Bone Acquisition” has the meaning specified in Amendment No. 2.




     “Milk-Bone Transaction” has the meaning specified in Amendment No. 2.




     “Term B Amortization Date” means each scheduled date of repayment of
principal of the Term B Loans as set forth in the table of Section 2.07(b).




     “Term B Amortization Rate” means, for each Term B Amortization Date,
(a) from the Amendment No. 2 Effective Date to (but before giving effect to) the
funding of the Additional Term B-2 Loans, the percentage set forth in the table of
Section 2.07(b) of the aggregate principal amount of Term B Loans as of Amendment
No. 2 Effective Date (immediately after giving effect to the funding of the
Additional Term B-1 Loans) required to be repaid on such Term B Amortization Date
and (b) from and after giving effect to the funding of the Additional Term B-2
Loans, the percentage set forth in the table of Section 2.07(b) (after giving effect
to Section 2.15(c)(ii)) of the aggregate principal amount of Term B Loans as of the
Additional Term B-2 Effective Date (immediately after giving effect to the funding
of the Additional Term B-2 Loans) required to be repaid on such Term B Amortization
Date.




          (b) Section 1.01 of the Credit Agreement is hereby further amended by restating clause
(a) in the definition of “Appropriate Lender” in its entirety to read as follows:




     “(a) with respect to any of the Term A Facility, the Term B Facility, the
Revolving Credit Facility, the Additional Term B-1 Facility or the Additional Term
B-2 Facility, a Lender that has a Commitment with respect to such Facility at such
time,”.




          (c) Section 1.01 of the Credit Agreement is hereby further amended by restating the
definition of “Co-Documentation Agents” in its entirety to read as follows:


Del Monte Amendment No.2









 



4



     ““Co-Documentation Agents” means each of SunTrust Bank and Harris Trust
and Savings Bank in its capacity as co-documentation agent under any of the Loan
Documents, or any successor co-documentation agent.”.




          (d) Section 1.01 of the Credit Agreement is hereby further amended by restating the
definition of “Commitment” in its entirety to read as follows:




     ““Commitment” means a Term A Commitment, a Term B Commitment, a New
Term Commitment, a Revolving Credit Commitment, the Additional Term B-1 Commitment
or an Additional Term B-2 Commitment, as the context may require.”.




          (e) Section 1.01 of the Credit Agreement is hereby further amended by restating clause
(d) of the definition of “EBITDA” to read as follows:




     “(d) to the extent deducted in determining Consolidated Net Income and without
duplication, transaction fees, costs and expenses incurred in connection with (i)
the Transactions, (ii) the issuance of Indebtedness permitted hereby (including
permitted refinancings, refundings, renewals or extensions thereof, and specifically
including the incurrence of the Additional Term B Loans and the Incremental
Revolving Credit Facility (as defined in Amendment No. 2), (iii) any Acquisitions
permitted hereby (including without limitation the Meow Mix Transaction and the Milk
Bone Transaction) or consummated in a prior period (including any reasonable and
customary fees, costs and expenses incurred in connection with the integration of
the businesses acquired thereby) and management incentive payments;”.




          (f) Section 1.01 of the Credit Agreement is hereby further amended by restating the
definition of “Facility” in its entirety to read as follows:




     ““Facility” means the Term A Facility, the Term B Facility, the
Revolving Credit Facility, the Additional Term B-1 Facility, the Additional Term B-2
Facility, the Swing Line Sublimit or the Letter of Credit Sublimit, as the context
may require.”.




          (g) Section 1.01 of the Credit Agreement is hereby further amended by (i) deleting the
word “and” at the end of clause (b) of the definition of “Interest Period”, (ii) replacing the
period at the end of the definition of “Interest Period” with the expression “; and” and (iii)
adding, at the end of the definition of “Interest Period”, the following clause (d):




     “(d) the initial Interest Period or Interest Periods for each Additional Term
B-1 Loan made on the Amendment No. 2 Effective Date and for each Additional Term B-2
Loan made on the Additional Term B-2 Effective Date shall be determined in
accordance with Section 2.15(c).”.




          (h) Section 1.01 of the Credit Agreement is hereby further amended by restating the
definition of “Joint Lead Arrangers” in its entirety to read as follows:




     “Joint Lead Arrangers” means Banc of America Securities LLC, Lehman
Brothers Inc. and Goldman Sachs Credit Partners L.P., in their capacities as joint
lead arrangers and joint book managers.




          (i) Section 1.01 of the Credit Agreement is hereby further amended by replacing “and” at
the end of clause (g) in the definition of “Loan Documents” with “,” and adding


Del Monte Amendment No.2









 



5



immediately
prior to the proviso following clause (h), the new clause (i): “ and (i) the Additional Fee
Letter; ”.




          (j) Section 1.01 of the Credit Agreement is hereby further amended by adding at the end
of the definition of “Term B Borrowing” the following language:




     “Unless the context shall otherwise require, the term “Term B
Borrowing” shall include such borrowings consisting of Additional Term B-1 Loans
and Additional Term B-2 Loans.”.




          (k) Section 1.01 of the Credit Agreement is hereby further amended by adding at the end
of the definition of “Term B Commitment” the following language:




     “Unless the context shall otherwise require, after the effectiveness of any
Additional Term B-1 Commitment or Additional Term B-2 Commitment, the term “Term
B Commitment” shall also include such Additional Term B-1 Commitment or
Additional Term B-2 Commitment, as applicable.”.




          (l) Section 1.01 of the Credit Agreement is hereby further amended by adding at the end
of the definition of “Term B Facility” the following language:




     “Unless the context shall otherwise require, the term “Term B Facility”
shall also include the Additional Term B-1 Facility and the Additional Term B-2
Facility.”.




          (m) Section 1.01 of the Credit Agreement is hereby further amended by adding at the end
of the definition of “Term B Lender” the following language:




     “Unless the context shall otherwise require, the term “Term B Lender”
shall also include Additional Term B-1 Lenders and Additional Term B-2 Lenders.”.




          (n) Section 1.01 of the Credit Agreement is hereby further amended by adding at the end
of the definition of “Term B Loan” the following language:




     “Unless the context shall otherwise require, the term “Term B Loan”
shall also include the Additional Term B-1 Loans and the Additional Term B-2
Loans.”.




          (o) Section 1.01 of the Credit Agreement is hereby further amended by adding at the end
of the definition of “Term B Note” the following language:




     “Unless the context shall otherwise require, the term “Term B Note”
shall also include such promissory notes evidencing indebtedness of the Borrower in
respect of Additional Term B-1 Loans or Additional Term B-2 Loans.”.




          (p) Article II of the Credit Agreement is hereby amended by (i) redesignating Section
2.01(b) as Section 2.01(b)(i) and (ii) adding the following new Section 2.01(b)(ii) and
Section 2.01(b)(iii):




     “(ii) The Additional Term B-1 Loans. Subject to the terms and
conditions set forth in Section 2.15(a), each Additional Term B-1 Lender
severally agrees to make a
single loan (each such loan, an “Additional Term B-1 Loan”) to the
Borrower on the Amendment No. 2 Effective Date, in an aggregate amount not to exceed
such Lender’s


Del Monte Amendment No.2









 




6



Additional Term B-1 Commitment at such time. Amounts borrowed under
this Section 2.01(b)(ii) and repaid or prepaid may not be reborrowed.
Additional Term B-1 Loans may be Base Rate Loans or Eurodollar Rate Loans, as
further provided herein.




     (iii) The Additional Term B-2 Loans. Subject to the terms and
conditions set forth in Section 2.15(b), each Additional Term B-2 Lender
severally agrees to make a single loan (each such loan, an “Additional Term B-2
Loan”) to the Borrower on the Additional Term B-2 Effective Date, in an
aggregate amount not to exceed such Lender’s Additional Term B-2 Commitment at such
time. Amounts borrowed under this Section 2.01(b)(iii) and repaid or
prepaid may not be reborrowed. Additional Term B-2 Loans may be Base Rate Loans or
Eurodollar Rate Loans, as further provided herein.”.




          (q) Article II of the Credit Agreement is hereby further amended by redesignating Section
2.06(a) as Section 2.06(a)(i) and adding the following new Section 2.06(a)(ii):




     “(ii) The Borrower may, upon notice to the Administrative Agent, terminate the
unused portions of the Additional Term B-2 Commitments, or from time to time
permanently reduce the unused portions of the Additional Term B-2 Commitments;
provided that (A) any such notice shall be received by the Administrative
Agent not later than 11:00 a.m. five Business Days prior to the date of termination
or reduction and (B) any such partial reduction shall be in an aggregate amount of
$10,000,000 or any whole multiple of $1,000,000 in excess thereof.”.




          (r) Section 2.07(b) of the Credit Agreement is hereby amended by replacing the table
therein that sets forth dates and amounts of repayment with the following table:



	 	 	 	 	 	 	 	 	 
	        Term B	 	 	 	 
	Amortization Date	 	Amount	 	Term B Amortization Rate
	July 28, 2006
	 	$	527,276.77	 	 	 	0.25	%
	October 27, 2006
	 	$	527,276.77	 	 	 	0.25	%
	January 26, 2007
	 	$	527,276.77	 	 	 	0.25	%
	April 27, 2007
	 	$	527,276.77	 	 	 	0.25	%
	July 27, 2007
	 	$	527,276.77	 	 	 	0.25	%
	October 26, 2007
	 	$	527,276.77	 	 	 	0.25	%
	January 25, 2008
	 	$	527,276.77	 	 	 	0.25	%
	April 25, 2008
	 	$	527,276.77	 	 	 	0.25	%
	July 25, 2008
	 	$	527,276.77	 	 	 	0.25	%
	October 24, 2008
	 	$	527,276.77	 	 	 	0.25	%
	January 23, 2009
	 	$	527,276.77	 	 	 	0.25	%
	May 1, 2009
	 	$	527,276.77	 	 	 	0.25	%
	July 31, 2009
	 	$	527,276.77	 	 	 	0.25	%
	October 30, 2009
	 	$	527,276.77	 	 	 	0.25	%
	January 29, 2010
	 	$	527,276.77	 	 	 	0.25	%
	April 30, 2010
	 	$	527,276.77	 	 	 	0.25	%
	July 30, 2010
	 	$	527,276.77	 	 	 	0.25	%
	October 29, 2010
	 	$	527,276.77	 	 	 	0.25	%
	January 28, 2011
	 	$	527,276.77	 	 	 	0.25	%
	April 29, 2011
	 	$	42,709,418.15	 	 	 	20.25	%
	July 29, 2011
	 	$	52,727,676.73	 	 	 	25	%
	October 28, 2011
	 	$	52,727,676.73	 	 	 	25	%
	Maturity Date
	 	$	52,727,676.69	 	 	 	25	%




Del Monte Amendment No.2









 



7



          (s) Article II of the Credit Agreement is hereby further amended by adding at the end
thereof a new Section 2.15 to read in full as follows:




     “2.15. Additional Term B Commitments. (a) Additional Term B-1
Commitments. The Borrower may by written notice (the “Additional Term B-1
Loan Notice”) to the Administrative Agent request Additional Term B-1 Loans to
be made on the Amendment No. 2 Effective Date in an amount not to exceed the
aggregate Additional Term B-1 Commitments from the Additional Term B-1 Lenders,
which Additional Term B-1 Loans shall have the same terms as the Term B Loans. The
Additional Term B-1 Loan Notice shall set forth the amount of the Additional Term
B-1 Loans being requested and the effective date of such Additional Term B-1 Loans.
The proceeds of the Additional Term B-1 Loans shall be used by the Borrower to (i)
fund, in part, the Meow Mix Acquisition and (ii) pay fees and expenses payable by
the Borrower in connection with or relating to Amendment No. 2 (including without
limitation any such fees and expenses arising under the Additional Fee Letter or
otherwise in connection with the Meow Mix Transaction).




     (b) Additional Term B-2 Commitments. The Borrower may by written
notice (the “Additional Term B-2 Loan Notice”) to the Administrative Agent
request Additional Term B-2 Loans to be made on the Additional Term B-2 Effective
Date in an amount not to exceed the aggregate Additional Term B-2 Commitments from
the Additional Term B-2 Lenders, which Additional Term B-2 Loans shall have the same
terms as the Term B Loans. The Additional Term B-2 Loan Notice shall set forth the
amount of the Additional Term B-2 Loans being requested and the effective date of
such Additional Term B-2 Loans. The proceeds of the Additional Term B-2 Loans shall
be used by the Borrower to (i) fund, in part, the Milk-Bone Acquisition and (ii) pay
any fees and expenses payable by the Borrower in connection with or relating to
Amendment No. 2 (including without limitation any such fees and expenses arising
under the Additional Fee Letter or otherwise in connection with the Meow Mix
Transaction or Milk Bone Transaction) and not paid on the Amendment No. 2 Effective
Date.




     (c) Interest Periods and Other Terms. (i) Each of the parties hereto
hereby agrees that the Additional Term B Loans shall be deemed to be Term B Loans
for all purposes hereunder and any and all terms and provisions in the Loan
Documents that pertain to the Term B Loans shall be deemed to apply to the
Additional Term B Loans, unless the context otherwise requires.




     (ii) Upon the drawing of the Additional Term B-1 Loans requested in the
Additional Term B-1 Loan Notice on the Amendment No. 2 Effective Date, amortization
shall commence with respect to the Additional Term B-1 Loans and scheduled principal
payments with respect to all outstanding Term B Loans, including the Additional Term
B-1 Loans, shall be payable at the rates and on the dates set forth in Section
2.07(b) of the Credit Agreement. Upon the drawing of the Additional Term B-2 Loans
requested in the Additional Term B-2 Loan Notice on the Additional Term B-2
Effective Date, (x) amortization shall commence with respect to the Additional Term
B-2 Loans and scheduled principal payments with respect to all outstanding Term B
Loans, including the Additional Term B-2 Loans, shall be payable on each remaining
Term B Amortization Date at the same Term B Amortization Rate that would have applied for each such
remaining Term B Amortization Date had the Additional Term B-2 Loans not been


Del Monte Amendment No.2









 



8



funded (which amounts shall be reduced as a result of the application of prepayments in
accordance with the order of priority set forth in Section 2.05), (y) the
amortization schedule set forth in Section 2.07(b) of this Agreement shall be deemed
amended to the extent necessary to incorporate the amortization of the Term B Loans
on the basis set forth in clause (x) above and (z) any such deemed amendment may be
memorialized in writing by the Administrative Agent with the Borrower’s consent (not
to be unreasonably withheld) and furnished to the other parties hereto;
provided that, in the event that the date upon which the Term B-2 Loans are
drawn is on or after any Term B Amortization Date, then the Term B Amortization Rate
for the Term B Amortization Date of April 29, 2011 shall be adjusted to the extent
necessary to maintain (A) the Term B Amortization Rate for each Term B Amortization
Date prior to April 29, 2011 at 0.25%, (B) the Term B Amortization Rate for each
Term B Amortization Date after April 29, 2011 at 25% and (C) the aggregate amount
represented by the sum of all scheduled Term B Loan amortization payments on or
after the date such Term B-2 Loans are drawn at the aggregate amount of Term B Loans
outstanding after giving effect to such draw; provided, further, that all Term B
Amortization Rates shall be reduced as a result of the application of prepayments in
accordance with the order of priority set forth in Section 2.05.




     (iii) Additional Term B Loans shall earn interest at the same rate and interest
thereon shall be payable on the same terms and the same dates as interest on the
Term B Loans; provided that to the extent any Additional Term B Loans are
made during the middle of an Interest Period with respect to the Term B Loans, such
Additional Term B Loans shall be allocated ratably to the same Interest Period or
Interest Periods as the Term B Loans (the “Existing Term B Loans”)
outstanding immediately prior to the making of such Additional Term B Loans and
shall be deemed to bear interest at the same Eurodollar Rate or Eurodollar Rates
then in effect for such Existing Term B Loans plus the Applicable Rate in effect for
such Additional Term B Loans for the remainder of such Interest Periods.”.




          (t) Section 7.01(j) is hereby amended in full to read as follows:




          (u) “(j) (x) Liens on property of a Person existing at the time such Person is merged
into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a
Subsidiary of the Borrower, provided, that such Liens were not created in
contemplation of such merger, consolidation or investment and do not extend to any assets
other than those of the Person merged into or consolidated with the Borrower or such
Subsidiary or acquired by the Borrower or such Subsidiary; and (y) Liens on property of a
Person existing at the time such property is purchased by the Borrower or any Subsidiary of
the Borrower in a transaction constituting an Acquisition permitted hereunder;
provided, that such Liens were not created in contemplation of such Acquisition;”.




          (v) Section 7.02(k) is hereby amended in full to read as follows:




          (w) “(k) (x) Indebtedness of any Person that becomes a Subsidiary of the Borrower after
the date hereof in accordance with the terms of Sections 7.03(i), (j) or (q), and (y)
Indebtedness assumed by the Borrower or any Subsidiary of the Borrower in connection with any
Acquisition permitted under Section 7.03(i), (j) or (q), which Indebtedness in each case of
clauses (x) and (y) is existing at the time such Person becomes a Subsidiary of the Borrower
or the time such Acquisition is consummated (other than Indebtedness incurred solely in contemplation
of such


Del Monte Amendment No.2









 



9



Person’s becoming a Subsidiary of the Borrower or such Acquisition) and which does not
exceed in the aggregate at any one time outstanding $60,000,000;”.




          (x) Section 7.03 is hereby amended by (i) deleing “and” at the end of clause (o)
therein, (ii) replacing the period with “and” at the end of clause (p) therein and (iii)
adding at the end thereof the following the new clause (q):




     “(q) Investments made in connection with the Meow Mix Transaction and
the Milk-Bone Transaction.”.




          (y) 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
	Amendment No. 2 Effective Date through January 25, 2008
	 	 	5.25:1.00	 
	April 25, 2008 through January 23, 2009
	 	 	4.75:1.00	 
	May 1, 2009 through January 29, 2010
	 	 	4.25:1.00	 
	April 30, 2010 and thereafter
	 	 	3.75:1.00	 







          (z) Section 7.10(b) is amended in full to read as follows:




     “(a) Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage
Ratio for any Measurement Period set forth below to be less than the ratio
set forth below opposite such period:



	 	 	 	 	 
	Four Fiscal Quarters Ending	 	Minimum Fixed Charge Coverage Ratio
	Amendment No. 2 Effective Date through January 23, 2009
	 	 	1.15:1.00	 
	May 1, 2009 and thereafter
	 	 	1.20:1.00	 







          (aa) Section 11.01(a) is hereby amended by adding the words “and the Additional Fee
Letter” after the words “Fee Letter” in clause (v) of the second proviso thereto.


Del Monte Amendment No.2









 



10



          (bb) Schedule 2.01 to the Credit Agreement is hereby (i) supplemented with Part I of
Annex I hereto and (ii) amended by deleting the table in respect of the Term B Commitments and
replacing such table with Part II of Annex I hereto.



          SECTION 2. Conditions of Effectiveness to Amendment No. 2. This Amendment shall
become effective on the date (the “Amendment No. 2 Effective Date”) when, and only when, the
Administrative Agent shall have received (a) counterparts of this Amendment executed by the
Borrower, the Additional Term B Lenders, the Incremental Revolving Credit Lenders and the Required
Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such
Lender has executed this Amendment, (b) the consent attached hereto (the “Consent”) executed by
each Guarantor and (c) evidence that all of the following conditions shall have been satisfied:




          (i) The Meow Mix Purchase Agreement and such other agreements, instruments and documents
relating to the Meow Mix Acquisition and the funding thereof (together with the Meow Mix
Acquisition, the “Meow Mix Transaction”) shall not have been amended or modified or any condition
therein waived, in each case, in any manner that is materially adverse to the Lenders’ interest,
without the prior written consent of the Lead Arrangers. The Meow Mix Acquisition shall have been
consummated in accordance with the terms of the Meow Mix Purchase Agreement (as the same may be
amended or otherwise modified in accordance with the previous sentence) and in compliance with
applicable law and regulatory approvals and the representations and warranties made in the Meow Mix
Purchase Agreement shall be true and correct in all respects to the extent required under Section
7.1 of the Meow Mix Purchase Agreement.




          (ii) Except with respect to the matter disclosed in paragraph number 3 in Schedule 4.14 to the
Meow Mix Purchase Agreement, since November 27, 2005, there shall not have been any change, event,
circumstance or effect that has resulted in, or would reasonably be expected to result in, a Meow
Mix Material Adverse Effect. “Meow Mix Material Adverse Effect” means a material adverse effect on
the business, assets, financial condition or results of operations of the Company Entities (as
defined in the Meow Mix Purchase Agreement), taken as a whole, other than as a result of (A) the
execution and delivery of the Meow Mix Purchase Agreement (or announcement thereof), (B) any change
in general economic conditions in the United States, (C) any change in general in the industry in
which the Company Entities operate (but only to the extent such change does not have a
disproportionate impact on the Company Entities), (D) compliance with the terms and conditions of
the Meow Mix Purchase Agreement or (E) any outbreak or substantial worsening of hostilities,
terrorist activities or war (whether declared or not declared) or armed conflicts (but only to the
extent such outbreak or worsening does not have a disproportionate impact on the Company Entities).




          (iii) All of the information (other than the Meow Mix Projections (as defined below)) relating
to the Meow Mix Business that has been made available to the Lead Arrangers by the Borrower or any
of its representatives (or on its or their behalf) in connection with the Meow Mix Transaction
prior to March 1, 2006 (the “Meow Mix Pre-Commitment Information”) shall be, to the best of the
Borrower’s knowledge, complete and correct in all material respects. The financial projections
relating to the Meow Mix Business that have been made available to the Lead Arrangers by the
Borrower or any of its representatives (the “Meow Mix Projections”) shall have been prepared in
good faith based upon reasonable assumptions.




          (iv) The Administrative Agent shall be reasonably satisfied that the Borrower shall have
received all governmental and shareholder consents (including Hart-Scott-Rodino clearance) and
approvals necessary or, in the reasonable opinion of the Lead Arrangers, desirable in connection
with the Meow Mix Transaction, and all third party consents to the extent required as a condition
to closing under the Meow Mix Purchase Agreement, each of which shall be in full force and effect,
and expiration of all


Del Monte Amendment No.2







 



11




applicable waiting periods without any action being taken by any authority
that could restrain, prevent or impose any material adverse conditions on the Borrower and its
subsidiaries or the Meow Mix Transaction.




          (v) The absence of any action, suit, investigation or proceeding pending or, to the knowledge
of the Borrower, threatened in any court or before any arbitrator or governmental authority that
could reasonably be expected to have a Meow Mix Material Adverse Effect.




          (vi) The Lead Arrangers shall have received: (A) the pro forma balance sheet and income
statements of Holdings and its subsidiaries for the last twelve months ended January 29, 2006 of
Holdings after giving pro forma effect to (x) the Meow Mix Transaction (based on the balance sheet
and income statements of the Meow Mix Business for the fiscal year ended December 31, 2005) and (y)
the Divestiture (as defined and described in Holdings’ Current Report filed on Form 8-K with the
SEC on April 19, 2006), which balance sheet and income statements (1) shall be satisfactory in form
and substance to the Lead Arrangers and (2) shall not be materially inconsistent with the Meow Mix
Pre-Commitment Information and the information relating to Holdings that has been made available to
the Lead Arrangers by the Borrower or any of its representatives (or on its or their behalf) prior
to March 21, 2006; (B) audited financial statements as to the Meow Mix Business for the three most
recently completed fiscal years of the Meow Mix Business for which audited financial statements of
the Meow Mix Business are available as of the Amendment No. 2 Effective Date; (C) if the Amendment
No. 2 Effective Date shall occur on or after June 30, 2006, forecasts prepared by management of
Holdings and its subsidiaries, each in form satisfactory to the Lead Arrangers, of balance sheets,
income statements and cash flow statements for each quarter for the remainder of the fiscal year in
which the Amendment No. 2 Effective Date occurs and for each year for the next four fiscal years
following the fiscal year in which the Amendment No. 2 Effective Date occurs; and (D) an officer’s
certificate in form and substance reasonably satisfactory to the Lead Arrangers certifying that the
Total Debt Ratio (calculated reflecting the Meow Mix Transaction on a pro forma basis and with
adjustments to be mutually agreed) for the four-fiscal quarter period for which financial
statements are available most recently ended prior to the Amendment No. 2 Effective Date shall not
be greater than 4.75:1.0.




          (vii) All reasonable and documented accrued fees and expenses of the Administrative Agent and
the Lead Arrangers (including the reasonable fees and expenses of Shearman & Sterling LLP, counsel
for the Administrative Agent and the Lead Arrangers and local counsel approved by the Borrower as
to collateral matters, in each case for which invoices shall have been provided to the Borrower at
least two Business Days prior to the Amendment No. 2 Effective Date) shall have been paid. The
Borrower shall have complied with all of the terms of the Fee Letter dated as of March 21, 2006
(the “Additional Fee Letter”) among the Borrower, the Lead Arrangers and the Initial Lenders named
therein.




          (viii) The Administrative Agent shall have received the following documents, each dated the
Amendment No. 2 Effective Date (unless otherwise specified) and in form and substance satisfactory
to the Administrative Agent:





          (A) a certificate of each Loan Party dated as of the Amendment No. 2 Effective Date
signed by a Responsible Officer of such Loan Party (or, if such Loan Party is a limited
liability company, a Responsible Officer of the sole member thereof) (x) certifying as to
incumbency and certifying and attaching the resolutions adopted by such Loan Party approving
or consenting to this Amendment or the Consent, as applicable, and, in the case of the
Borrower, the Meow Mix Transaction, and (y) in the case of the Borrower, certifying that,
before and after giving effect to the Meow Mix Transaction, (1) the representations and
warranties contained in Article V and the other Loan Documents are true and correct in all
material respects on and as of the Amendment No. 2 Effective Date, except to the extent that
such representations and


Del Monte Amendment No.2









 



12



warranties specifically refer to an earlier date, in which case
they are true and correct as of such earlier date, and (2) no Default exists;




          (B) a Note executed by the Borrower in favor of each Additional Term B-1 Lender and
Incremental Revolving Credit Lender requesting a Note;




          (C) legal opinions satisfactory to the Lead Arrangers and the Administrative Agent,
dated the Amendment No. 2 Effective Date, covering such matters related to this Amendment
and the Consent as the Administrative Agent shall reasonably request;




          (D) supplements and amendments to the Security Agreement in respect of the Meow Mix
Acquisition, duly executed by each applicable Loan Party, together with:




(1) certificates representing the Pledged Equity referred to therein
(including, without limitation, certificates representing the Pledged
Equity issued by the Meow Mix Business) accompanied by undated stock
powers executed in blank and instruments evidencing the Pledged Debt
indorsed in blank,




(2) proper Financing Statements in form appropriate for filing under
the Uniform Commercial Code of all jurisdictions that the
Administrative Agent may deem necessary or desirable in order to
perfect the Liens created under the Security Agreement, covering the
Collateral described in the Security Agreement, and




(3) evidence of the completion of all other actions, recordings and
filings of or with respect to the Security Agreement that the
Administrative Agent may deem necessary or desirable in order to
perfect the Liens created thereby in respect of the assets acquired
by the Borrower pursuant to the Meow Mix Acquisition;




          (E) supplements to the Intellectual Property Security Agreement in respect of the Meow
Mix Acquisition, duly executed by each applicable Loan Party, together with evidence that
all action that the Administrative Agent may deem necessary or desirable in order to perfect
the Liens with respect to the Collateral referenced in the Intellectual Property Security
Agreement in respect of the Meow Mix Acquisition has been taken; and




          (F) such other deeds, conveyances, security agreement, mortgages, assignments, estoppel
certificates, financing statements and continuations thereof, termination statements,
notices of assignment, transfers, certificates, assurances and other instruments or any
amendment or modification of any thereof, as, the Administrative Agent may reasonably
request.



          (ix) The conditions set forth in Section 4.02 of the Credit Agreement shall have been
satisfied with respect to the Credit Extensions to be made on the Amendment No. 2 Effective Date.




          (x) The Facilities shall have received a debt rating (after giving pro forma effect to the
Divestiture defined in the Current Report of Holdings in Form 8-K dated April 19, 2006 and filed
with the SEC, the Meow Mix Transaction, the Milk-Bone Acquisition and the funding thereof) from
Moody’s and S&P.


Del Monte Amendment No.2









 



13




          SECTION 3. Conditions of Effectiveness to Borrowing of Additional Term B-2 Loans. The
obligation of each Additional Term B-2 Lender to make an Additional Term B-2 Loan under the Credit
Agreement as amended by this Amendment is subject to satisfaction of the
following conditions precedent (the first date on which all such conditions shall be
satisfied, which date shall occur on or prior to December 31, 2006, the “Additional Term B-2
Effective Date”):




          (i) The Milk-Bone Purchase Agreement and such other agreements, instruments and documents
relating to the Milk-Bone Acquisition and the funding thereof (together with the Milk-Bone
Acquisition, the “Milk-Bone Transaction”) shall not have been amended or modified or any condition
therein waived, in each case, in any manner that is materially adverse to the Lenders’ interest,
without the prior written consent of the Lead Arrangers. The Milk-Bone Acquisition shall have been
consummated in accordance with the terms of the Milk-Bone Purchase Agreement (as the same may be
amended or otherwise modified in accordance with the previous sentence) and in compliance with
applicable law and regulatory approvals and the representations and warranties made in the
Milk-Bone Purchase Agreement shall be true and correct in all respects to the extent required under
Section 2.2 of the Milk-Bone Purchase Agreement.




          (ii) Since December 31, 2005, no circumstance, change, development, condition or event has
arisen or occurred that has had, individually or in the aggregate, a Milk-Bone Material Adverse
Effect. “Milk-Bone Material Adverse Effect” shall mean the effect of any circumstance, change,
development, condition or event that (A) is materially adverse to the business, financial
condition, assets, liabilities or results of operations of the Business (as defined in the
Milk-Bone Purchase Agreement); provided, however, that “Milk-Bone Material Adverse Effect” shall
not include the effect of any circumstance, change, development, condition or event (1) arising out
of or affecting the industry in which the Business operates generally (provided that the Business
is not materially disproportionately affected as compared to other participants in the same
industry), (2) arising out of or affecting the general economy or financial markets (provided that
the Business is not materially disproportionately affected as compared to other participants in the
same industry), (3) arising out of the announcement of the Milk-Bone Purchase Agreement and the
Collateral Agreements (as defined in the Milk-Bone Purchase Agreement) and the transactions
contemplated thereby or (4) arising out of any action taken or not taken by Kraft Foods Global,
Inc. or its affiliates at the written direction, or to the extent required under the terms of the
Milk-Bone Purchase Agreement with the written consent, of the Borrower, or (B) has a material
adverse effect on the ability of Kraft Foods Global, Inc. to consummate the transactions
contemplated by the Milk-Bone Purchase Agreement.




          (iii) All of the information (other than the Milk-Bone Projections (as defined below))
relating to the Milk-Bone Acquisition that has been made available to the Lead Arrangers by the
Borrower or any of its representatives (or on its or their behalf) in connection with the Milk-Bone
Transaction prior to March 21, 2006 (the “Milk-Bone Pre-Commitment Information”) shall be, to the
best of the Borrower’s knowledge, complete and correct in all material respects. The financial
projections relating to the Milk-Bone Acquisition that have been made available to the Lead
Arrangers by the Borrower or any of its representatives (the “Milk-Bone Projections”) shall have
been prepared in good faith based upon reasonable assumptions.




          (iv) The Administrative Agent shall be reasonably satisfied that the Borrower shall have
received all governmental and shareholder consents (including Hart-Scott-Rodino clearance) and
approvals necessary or, in the reasonable opinion of the Lead Arrangers, desirable in connection
with the Milk-Bone Transaction, each of which shall be in full force and effect, and expiration of
all applicable waiting periods without any action being taken by any authority that could restrain,
prevent or impose any material adverse conditions on the Borrower and its subsidiaries or the
Milk-Bone Transaction.


Del Monte Amendment No.2









 



14




          (v) The absence of any action, suit, investigation or proceeding pending or, to the knowledge
of the Borrower, threatened in any court or before any arbitrator or governmental authority that
could reasonably be expected to have a Milk-Bone Material Adverse Effect.




          (vi) The Lead Arrangers shall have received: (A) the pro forma balance sheet and income
statements of Holdings and its subsidiaries for the last twelve months ended January 29, 2006 of
Holdings after giving pro forma effect to (x) the Milk-Bone Transaction (based on the income
statements and the property, plant and equipment and inventory line items set forth on the balance
sheet relating to the business to be acquired by the Borrower in the Milk-Bone Acquisition for the
fiscal year ended December 31, 2005), (y) the Meow Mix Transaction (based on the balance sheet and
income statements of the Meow Mix Business for the fiscal year ended December 31, 2005) and (z) the
Divestiture (as defined and described in Holdings’ Current Report filed on Form 8-K with the SEC on
April 19, 2006), which balance sheet and income statements (1) shall be satisfactory in form and
substance to the Lead Arrangers and (2) shall not be materially inconsistent with the Milk-Bone
Pre-Commitment Information and the information relating to Holdings that has been made available to
the Lead Arrangers by the Borrower or any of its representatives (or on its or their behalf) prior
to March 21, 2006; (B) if the Additional Term B-2 Effective Date shall occur on or after June 30,
2006, forecasts prepared by management of Holdings and its subsidiaries, each in form satisfactory
to the Lead Arrangers, of balance sheets, income statements and cash flow statements for each
quarter for the remainder of the fiscal year in which the Additional Term B-2 Effective Date occurs
and for each year for the next four fiscal years following the fiscal year in which the Additional
Term B-2 Effective Date occurs; and (C) an officer’s certificate in form and substance reasonably
satisfactory to the Lead Arrangers certifying that the Total Debt Ratio (calculated reflecting the
Milk-Bone Transaction on a pro forma basis and with adjustments to be mutually agreed) for the
four-fiscal quarter period for which financial statements are available most recently ended prior
to the Additional Term B-2 Effective Date shall not be greater than 4.75:1.0.




          (vii) All reasonable and documented accrued fees and expenses of the Administrative Agent and
the Lead Arrangers (including the reasonable fees and expenses of Shearman & Sterling LLP, counsel
for the Administrative Agent and the Lead Arrangers and local counsel approved by the Borrower as
to collateral matters, in each case for which invoices shall have been provided to the Borrower at
least two Business Days prior to the Additional Term B-2 Effective Date) shall have been paid. The
Borrower shall have complied with all of the terms of the Additional Fee Letter.




          (viii) The Administrative Agent shall have received the following documents, each dated the
Additional Term B-2 Effective Date (unless otherwise specified) and in form and substance
satisfactory to the Administrative Agent:





          (A) a certificate of the Borrower dated as of the Additional Term B-2 Effective Date
signed by a Responsible Officer of the Borrower (x) certifying as to incumbency and
certifying and attaching the resolutions adopted by the Borrower approving the Milk-Bone
Transaction, and (y) certifying that, before and after giving effect to the Milk-Bone
Transaction, (1) the representations and warranties contained in Article V and the other
Loan Documents are true and correct in all material respects on and as of the Additional
Term B-2 Effective Date, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct as of such
earlier date and (2) no Default exists;




          (B) a Note executed by the Borrower in favor of each Additional Term B-2 requesting a
Note;




          (C) supplements and amendments to the Security Agreement in respect of the Milk-Bone
Acquisition, duly executed by each applicable Loan Party, together with:


Del Monte Amendment No.2









 



15



(1) certificates representing the Pledged Equity referred to therein
accompanied by undated stock powers executed in blank and instruments
evidencing the Pledged Debt indorsed in blank,




(2) proper Financing Statements in form appropriate for filing under
the Uniform Commercial Code of all jurisdictions that the
Administrative Agent may deem necessary or desirable in order to
perfect the Liens created under the Security Agreement, covering the
Collateral described in the Security Agreement, and




(3) evidence of the completion of all other actions, recordings and
filings of or with respect to the Security Agreement that the
Administrative Agent may deem necessary or desirable in order to
perfect the Liens created thereby in respect of the assets acquired
by the Borrower pursuant to the Milk-Bone Acquisition;




          (D) supplements to the Intellectual Property Security Agreement in respect of the
Milk-Bone Acquisition, duly executed by each applicable Loan Party, together with evidence
that all action that the Administrative Agent may deem necessary or desirable in order to
perfect the Liens with respect to the Collateral referenced in the Intellectual Property
Security Agreement in respect of the Milk-Bone Acquisition has been taken; and




          (E) such other deeds, conveyances, security agreement, mortgages, assignments, estoppel
certificates, financing statements and continuations thereof, termination statements,
notices of assignment, transfers, certificates, assurances and other instruments or any
amendment or modification of any thereof, as, the Administrative Agent may reasonably
request.



          (ix) The conditions set forth in Section 4.02 of the Credit Agreement shall have been
satisfied with respect to the Credit Extension to be made on the Additional Term B-2 Effective
Date.




          (x) The Amendment No. 2 Effective Date shall have occurred.




          SECTION 4. 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. In addition, without limiting the generality of the foregoing, Section
2.14 of the Credit Agreement and the availability of New Term Loans under the terms and pursuant to
the conditions set forth therein shall continue to be in full force and effect and is hereby in all
respects ratified and confirmed.




          (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


Del Monte Amendment No.2







 



16




under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.




          SECTION 5. Costs and Expenses The Borrower agrees to pay on demand all reasonable and
documented out-of-pocket costs and expenses of the Administrative 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 6. 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 or other electronic delivery (e.g. “pdf”) shall be effective as delivery of a
manually executed counterpart of this Amendment.




          SECTION 7. 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]


Del Monte Amendment No.2









 



 




          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
 	 
	 	 	Title: Senior Vice President and Treasurer 	 
	 	 	 	 
	 
	 	DEL MONTE FOODS COMPANY

 	 
	 	By  	/s/ Thomas E. Gibbons
 	 
	 	 	Title: Senior Vice President and Treasurer 	 
	 	 	 	 




Del Monte Amendment No.2







 



 

	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender, L/C

Issuer and Lender

 	 
	 	By  	/s/ William Sweeney
 	 
	 	 	Title: Senior Vice President 	 
	 	 	 	 
	 
	 	GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Co-Syndication Agent and as Lender

 	 
	 	By  	/s/ William Archer
 	 
	 	 	Title: Managing Director 	 
	 	 	 	 
	 
	 	LEHMAN COMMERCIAL PAPER INC.,

as Co-Syndication Agent and as Lender

 	 
	 	By  	/s/ Ritam Bhalla
 	 
	 	 	Title: Authorized Signatory 	 
	 	 	 	 
	 





Del Monte Amendment No.2







 



 

	 	 	 	 	 
	 	LENDERS:



SUNTRUST BANK

 	 
	 	By  	/s/ Samuel M. Jannetta
 	 
	 	 	Title: Vice President 	 
	 	 	 	 
	 
	 	FORTIS CAPITAL CORP.

 	 
	 	By  	/s/ Clay Jackson
 	 
	 	 	Title: Managing Director 	 
	 
	 	By  	/s/ Egens Van Iterson
 	 
	 	 	Title: Vice President 	 
	 	 	 	 
	 
	 	THE BANK OF NEW YORK

 	 
	 	By  	/s/ Elizabeth T. Ying
 	 
	 	 	Title: Vice President 	 
	 	 	 	 
	 
	 	UNION BANK OF CALIFORNIA, N.A.

 	 
	 	By  	/s/ Mike Stahl
 	 
	 	 	Title: Credit Officer 	 
	 	 	 	 
	 
	 	COÖPERATIEVE CENTRALE  

RAIFFEISEN-BOERENLEENBANK B.A. “RABOBANK 
 INTERNATIONAL” NEW YORK BRANCH

 	 
	 	By  	/s/ Jessalyn Peters
 	 
	 	 	Title: Managing Director 	 
	 	 	 	 
	 	By  	/s/ Rebecca O. Morrow
 	 
	 	 	Title: Executive Dicrector 	 
	 	 	 	 
	 
	 	AGFIRST FARM CREDIT BANK

 	 
	 	By  	/s/ Steven J. O’Shea
 	 
	 	 	Title: Vice President 	 
	 	 	 	 
	 
	 	COBANK, ACB

 	 
	 	By  	/s/ Thomas N. Martin
 	 
	 	 	Title: Vice President 	 
	 	 	 	 
	 





Del Monte Amendment No.2







 



 

	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION

 	 
	 	By  	/s/ Philip Liebscher
 	 
	 	 	Title: Senior Vice President 	 
	 	 	 	 
	 
	 	FARM CREDIT WEST, PCA

 	 
	 	By  	/s/ Ben Madonna
 	 
	 	 	Title: Assistant Vice President 	 
	 	 	 	 
	 
	 	HSBC BANK USA, N.A.

 	 
	 	By  	/s/ Robert P. Reynolds
 	 
	 	 	Title: Vice President & Senior Relationship Manager 	 
	 	 	 	 
	 
	 	ING CAPITAL, LLC

 	 
	 	By  	/s/ Daniel W. Lamprecht
 	 
	 	 	Title: Managing Director 	 
	 	 	 	 
	 
	 	MIZUHO CORPORATE BANK, LTD.

 	 
	 	By  	/s/ Robert Gallagher
 	 
	 	 	Title: Senior Vice President 	 
	 	 	 	 
	 
	 	WELLS FARGO BANK, N.A.

 	 
	 	By  	/s/ Meggie Chichioco
 	 
	 	 	Title: Vice President 	 
	 	 	 	 
	 
	 	COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES

 	 
	 	By  	/s/ Christian Jagenberg
 	 
	 	 	Title: Senior Vice President & Manager 	 
	 	 	 	 
	 	By  	/s/ Yangling Joanne Si
 	 
	 	 	Title: Assistant Vice President 	 
	 	 	 	 
	 
	 	NORTH FORK BUSINESS CAPITAL CORPORATION

 	 
	 	By  	/s/ Ron Walker
 	 
	 	 	Title: Vice President 	 
	 	 	 	 
	 





Del Monte Amendment No.2







 



 

	 	 	 	 	 
	 	SOVEREIGN BANK

 	 
	 	By  	/s/ Elisabet C. Hayes
 	 
	 	 	Title: Vice President 	 
	 	 	 	 
	 
	 	BAYERISCHE LANDESBANK

 	 
	 	By  	/s/ Stuart Schulman
 	 
	 	 	Title: Senior Vice President 	 
	 	 	 	 
	 	By  	/s/ Norman McClave
 	 
	 	 	Title: First Vice President 	 
	 	 	 	 
	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

 	 
	 	By  	/s/ Charles Stewart
 	 
	 	 	Title: Vice President 	 
	 	 	 	 
	 
	 	GUARANTY BANK

 	 
	 	By  	/s/ Michael Ansolabehere
 	 
	 	 	Title: Senior Vice President 	 
	 	 	 	 
	 
	 	KBC BANK N.V.

 	 
	 	By  	/s/ Jean-Pierre Diels
 	 
	 	 	Title: First Vice President 	 
	 	 	 	 
	 	By  	 /s/ Eric Raskin
 	 
	 	 	Title: Vice President 	 
	 	 	 	 
	 
	 	CITICORP USA, INC.

 	 
	 	By  	/s/ Juan Carlos Lorenzo
 	 
	 	 	Title: Vice President 	 
	 	 	 	 
	 
	 	THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

 	 
	 	By  	/s/ Richard R. Cameron
 	 
	 	 	Title: Senior Vice President 	 
	 	 	 	 
	 	By  	/s/ Mark McGoldrick
 	 
	 	 	Title: Managing Director 	 
	 	 	 	 





Del Monte Amendment No.2







 



 

	 	 	 	 	 
	 	FIRST NATIONAL BANK OF PENNSYLVANIA

 	 
	 	By  	/s/ Vincent J. Delie, Jr.
 	 
	 	 	Title: President and CEO, Pittsburgh Region 	 
	 	 	 	 





Del Monte Amendment No.2







 



 




CONSENT




                    Dated as of May 19, 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
 	 
	 	 	Title: Senior Vice President and Treasurer 	 
	 	 	 	 
	 
	 	STAR-KIST SAMOA, INC.

 	 
	 	By:  	/s/ THOMAS E. GIBBONS
 	 
	 	 	Title:Vice President, Chief Financial Officer and Treasurer 	 
	 	 	 	 
	 




Del Monte Amendment No.2







 



 

	 	 	 	 	 
	 	MARINE TRADING PACIFIC, INC.

 	 
	 	By:  	/s/ THOMAS E. GIBBONS
 	 
	 	 	Title: Vice President, Chief Financial Officer and Treasurer 	 
	 	 	 	 
	 
	 	STAR-KIST MAURITIUS, INC.

 	 
	 	By:  	/s/ THOMAS E. GIBBONS
 	 
	 	 	Title: Vice President, Chief Financial Officer and Treasurer 	 
	 	 	 	 
	 




Del Monte Amendment No.2