First Amendment to Credit Agreement



 Exhibit 10.44 
  
 [EXECUTION COPY] 
  
 LETTER AMENDMENT AND WAIVER 
  
 Dated as of March 19, 2003 
  
 To the banks, financial institutions 
 and other institutional
lenders 
 (collectively, the “Lenders”) parties 
 to the Credit Agreement referred to 
 below
and to Bank of America, N.A. 
 (“Bank of America”), as Administrative 
 Agent (in such capacity, the 
 “Administrative Agent”) for the Lenders 
  
 Ladies and Gentlemen: 
  
 We
refer to (i) the Credit Agreement dated as of December 20, 2002 (the “Credit Agreement”) among Del Monte Corporation (the “Company”), Bank of America, as Collateral Agent, Swingline Lender and Issuing
Lender, JPMorgan Chase Bank, as Syndication Agent, Harris Trust and Savings Bank, Morgan Stanley & Co. Incorporated and UBS Warburg LLC, as Co-Documentation Agents, Banc of America Securities LLC and J.P. Morgan Securities Inc., as Joint Book
Managers, CoBank, ACB, Greenstone Capital, Fleet National Bank, Fortis Capital Corp, SunTrust Bank and United Overseas Bank Ltd., New York Agency, as Managing Agents, The Bank of New York, Capital Funding, Unit of General Electric Capital
Corporation and Union Bank of California, as Co-Agents, Banc of America Securities LLC, J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and UBS Warburg LLC, as Arrangers, and you and (ii) the Security Agreement dated as of
December 20, 2002 (the “Security Agreement”) from each of the undersigned, as Grantor, to Bank of America, as Collateral Agent. Capitalized terms not otherwise defined in this Letter Amendment and Waiver have the same
meanings as specified in the Credit Agreement. 
  
 It is hereby
agreed by you and us as follows: 
  
 (a) The
Credit Agreement is, effective as of the date of this Letter Amendment and Waiver, hereby amended by deleting Schedule 6.18 to the Credit Agreement in full and replacing such schedule with Schedule 6.18 hereto. 
  
 (b) Any Default under Section 9.1(b) of the Credit Agreement
arising solely out of the failure of the representations and warranties set forth in Section 6.18 of the Credit Agreement to have been true and correct prior to the date hereof is hereby permanently waived. 







 (c) Section 22(b) of the Security Agreement is, effective as of the date of this Letter
Amendment and Waiver, hereby amended by substituting for the phrase “Agreement Value” where it appears therein the phrase “Swap Termination Value”. 
  
 The Company hereby represents and warrants to each Agent and each Lender that 
  
 (a) set forth on part (a) of Schedule 6.18 to this Letter
Amendment and Waiver is a complete and accurate list, as of the date of the Credit Agreement, of any real property owned by the Company or any Material Domestic Subsidiary thereof. Except as set forth on Schedule 6.18, each of the Company or such
Material Domestic Subsidiary has good, marketable and insurable fee simple title to such real property, free and clear of all Liens, other than Permitted Liens; and 
  
 (b) set forth on part (b) of Schedule 6.18 to this Letter Amendment and Waiver is a complete and accurate
list, as of the of the Credit Agreement, of all leases of the real property under which the Company or any Material Subsidiary thereof is the lessee, showing as of such date the material terms thereof to the reasonable satisfaction of the Collateral
Agent. 
  
 This Letter Amendment and Waiver shall become effective
as of the date first above written when, and only when, the Administrative Agent shall have received counterparts of this Letter Amendment and Waiver executed by the undersigned and the Required Lenders or, as to any of the Lenders, advice
satisfactory to the Administrative Agent that such Lender has executed this Letter Amendment and Waiver, and the consent attached hereto executed by each Guarantor. The effectiveness of this Letter Amendment and Waiver is conditioned upon the
accuracy of the factual matters described herein. This Letter Amendment and Waiver is subject to the provisions of Section 11.3 of the Credit Agreement. 
  
 On and after the effectiveness of this Letter Amendment and Waiver, (i) 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 Letter Amendment and Waiver and (ii) each reference in the
Security Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Security Agreement, and each reference in the Credit Agreement and each of the other Loan
Documents to “the Security Agreement”, “thereunder”, “thereof” or words of like import referring to the Security Agreement, shall mean and be a reference to the Security Agreement, as amended by
this Letter Amendment and Waiver. 
  
 The Credit Agreement, the
Notes and each of the other Loan Documents, as specifically amended by this Letter Amendment and Waiver, 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 Letter Amendment and
Waiver. The execution, delivery and effectiveness of this Letter Amendment and Waiver shall not, except as expressly 
  


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 provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan Documents. 
  
 If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning a counterpart of this Letter Amendment and Waiver to Shearman & Sterling, 599 Lexington Avenue, New York,
New York 10022, Attention: Sunita Daswani, Telecopier No. (212) 848-7179. 
  
 This Letter Amendment and Waiver 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 one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Amendment and Waiver by telecopier shall be effective as delivery of a manually executed counterpart of this
Letter Amendment and Waiver. 
  
 This Letter Amendment and Waiver
shall be governed by, and construed in accordance with, the laws of the State of New York. 
  

	 Very truly yours,

	
	 DEL MONTE CORPORATION

		
	 By
	 	  


	 	 	 Name: Jon W. Graves

	 	 	 Title: Assistant Treasurer

	
	 DEL MONTE FOODS COMPANY

		
	 By
	 	  


	 	 	 Name: Jon W. Graves

	 	 	 Title: Assistant Treasurer

	
	 MIKE MAC IHC, INC.

		
	 By
	 	  


	 	 	 Name: Jon W. Graves

	 	 	 Title: Assistant Treasurer

	
	 STAR-KIST SAMOA, INC.



  


	 	 	3	 	 










	 By
	 	  


	 	 	 Name: Jon W. Graves

	 	 	 Title: Assistant Treasurer

	
	 MARINE TRADING PACIFIC, INC.

		
	 By
	 	  


	 	 	 Name: Jon W. Graves

	 	 	 Title: Assistant Treasurer

	
	 STAR-KIST MAURITIUS, INC.

		
	 By
	 	  


	 	 	 Name: Jon W. Graves

	 	 	 Title: Assistant Treasurer



  
 Agreed as of the date first above written: 
  

	 BANK OF AMERICA, N.A.,
as Administrative Agent, Collateral
Agent, Swingline Lender and Issuing
Lender, and as
a Lender

		
	 By
	 	  


	 	 	 Name: Douglas M. Ingram

	 	 	 Title:


  


	 	 	4	 	 









                                       
                                        
                          , as a Lender 
 [Insert Name of Financial Institution] 
  

	 By
	 	  


	 	 	 Title:


  


	 	 	5	 	 









 CONSENT 
  
 Dated as of March     , 2003 
  
 Each of the undersigned, as Guarantor under (x) in the case of each of the undersigned other than DMFC, the Subsidiary Guaranty dated December 20, 2002
(the “Subsidiary Guaranty”) and (y) in the case of DMFC, the Guaranty dated December 20, 2002 (the “DMFC Guaranty”), in each case, in favor of the Secured Parties referred to in the Credit Agreement
referred to in the foregoing Letter Amendment and Waiver (the “Credit Agreement”) hereby consents to such Letter Amendment and Waiver and hereby confirms and agrees that (a) notwithstanding the effectiveness of such Letter
Amendment and Waiver, each of (x) in the case of each of the undersigned other than DMFC, the Subsidiary Guaranty and (y) in the case of DMFC, 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 Letter Amendment and Waiver, (i) each reference in the Subsidiary Guaranty or the DMFC Guaranty 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 Letter Amendment and Waiver and (ii) each reference in the Subsidiary Guaranty or the DMFC Guaranty to the “Security
Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Security Agreement, as amended by such Letter Amendment and Waiver, 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
 MIKE MAC IHC, INC.
 STAR-KIST SAMOA, INC.
 MARINE TRADING PACIFIC, INC.
 STAR-KIST MAURITIUS, INC.

		
	 By
	 	  


	 	 	 Name: Jon W. Graves

	 	 	 Title: Assistant Treasurer