Exhibit 10.1



 




EXHIBIT 10.1




[EXECUTION COPY]




AMENDMENT AND WAIVER NO. 3 TO THE

CREDIT AGREEMENT AND AMENDMENT

NO. 1 TO THE DMFC GUARANTY




Dated as of January 30, 2004




          AMENDMENT AND WAIVER NO. 3 TO THE CREDIT AGREEMENT among DEL MONTE
CORPORATION, a Delaware corporation (the “Company”), the Lenders party thereto,
BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Agent”),
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 Bookrunners and Joint
Lead Arrangers, 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, and
BANC OF AMERICA SECURITIES LLC, J.P. MORGAN SECURITIES INC., MORGAN STANLEY &
CO. INCORPORATED and UBS WARBURG LLC, as Arrangers and AMENDMENT NO. 1 TO THE
GUARANTY by DEL MONTE FOODS COMPANY (“DMFC”) in favor of the Secured Parties
(as defined in the Credit Agreement referred to below) (this “Amendment”).




          PRELIMINARY STATEMENTS:




          (1) The Company, the Lenders and the Agents have entered into a Credit
Agreement dated as of December 20, 2002, and letter amendments and waivers with
respect thereto dated as of March 19, 2003 and April 23, 2003 (such Credit
Agreement, as so amended, the “Credit Agreement”). Capitalized terms not
otherwise defined in this Amendment have the same meanings as specified in the
Credit Agreement.




          (2) DMFC has entered into a Guaranty, dated as of December 20, 2002, in
favor of the Secured Parties.




          (3) The Company, DMFC and the Lenders have agreed to further amend the
Credit Agreement and the DMFC Guaranty and the Lenders have agreed to waive
certain provisions of 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 5 of this Amendment, hereby amended
as follows:




          (a) Schedule I to the Credit Agreement is deleted in its entirety
and replaced with Schedule I to this Amendment.








 



2



          (b) The definition of “Applicable Percentage” in Section 1.1 of the
Credit Agreement is amended in full to read as follows:




          “ “Applicable Percentage” means the following percentages per annum,
based upon Total Debt Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to Section
7.2(b):




	 	 	 	 	 	 	 	 	 
	 	 	Applicable	 	Applicable
	 	 	Percentage for	 	Percentage for
	 	 	Commercial Letter	 	Standby Letters of
	Total Debt Ratio	 	of Credit	 	Credit
	
	 	
	 	

	>3.50:1.00
	 	 	2.00	%	 	 	2.50	%
	£3.50:1 but > 3.00:1.00
	 	 	1.75	%	 	 	2.25	%
	£3.00:1.00 but >2.5:1.00
	 	 	1.25	%	 	 	1.75	%
	£2.50:1.00
	 	 	1.00	%	 	 	1.50	%






The “Applicable Percentage” shall be adjusted, to the extent applicable,
not later than 45 days (or, in the case of the last fiscal quarter of any
year, not later than 90 days) after the end of each fiscal quarter based
on the Total Debt Ratio as of the last day of such fiscal quarter;
provided that (i) any such adjustment shall be effective only upon the
earlier of (A) delivery of a certificate signed by a Responsible Officer
calculating the Total Debt Ratio and (B) delivery of the financial
statements required by Section 7.1(a) or 7.1(b), as applicable, with
respect to such fiscal quarter, and the related Compliance Certificate;
(ii) if any adjustment becomes effective pursuant to the preceding clause
(i)(A), the Total Debt Ratio shall be recalculated upon the first
delivery of financial statements pursuant to Section 7.1(a) or 7.1(b)
after the delivery of the officer’s certificate referred to in such
clause, and if such recalculation indicates that the Total Debt Ratio on
the last day of such fiscal quarter was different from that reported in
such officer’s certificate, (I) the “Applicable Percentage” shall be
readjusted based on the recalculated Total Debt Ratio and (II) if the
recalculated Total Debt Ratio is higher than that reported on the
officer’s certificate and results in a higher Applicable Percentage, the
Company shall immediately pay an amount equal to the additional letter of
credit fees that would have accrued thereto if the adjustment based on
such officer’s certificate had not occurred, which amounts shall be paid
(y) immediately, to the extent that any date of payment of such letter of
credit fees to which such amounts related have occurred and (z)
otherwise, on the dates scheduled for payment of letter of credit fees to
which such amounts relate, and (III) if the Company fails to deliver the
financial statements required by Section 7.1(a) or 7.1(b), as applicable,
and the related Compliance Certificate required by Section 7.2(b) by the
45th day (or, if applicable, the 90th day) after any fiscal quarter, the
highest fee rates set forth above shall apply until such financial
statements and Compliance Certificate are delivered.”




     (c) The definition of “Applicable Rate” in Section 1.1 of the Credit
Agreement is amended in full to read as follows:




          “ “Applicable Rate” means (a) with respect to Eurodollar Rate Term B
Loans, 2.25% per annum, (b) with respect to Base Rate Term B Loans, 1.25%
per annum








 



3



and (c) with respect to Term A Loans and Revolving Credit Loans, the
following percentages per annum, based upon the Total Debt Ratio as set
forth in the most recent Compliance Certificate received by the
Administrative Agent pursuant to Section 7.2(b):




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Debt Ratio	 	>3.50:1.00	 	£3.50:1 but >3.00:1.00	 	£3.00:1 but >2.50:1.00	 	£2.50:1.00
	
	 	
	 	
	 	
	 	

	Base Rate Revolving
Credit Loans
	 	 	1.50	%	 	 	1.25	%	 	 	0.75	%	 	 	0.50	%
	Base Rate Term A
Loans
	 	 	1.50	%	 	 	1.25	%	 	 	0.75	%	 	 	0.50	%
	Eurodollar Rate
Revolving Credit
Loans
	 	 	2.50	%	 	 	2.25	%	 	 	1.75	%	 	 	1.50	%
	Eurodollar Rate
Term A Loans
	 	 	2.50	%	 	 	2.25	%	 	 	1.75	%	 	 	1.50	%






          The “Applicable Rate” shall be adjusted, to the extent applicable,
not later than 45 days (or, in the case of the last fiscal quarter of any
year, not later than 90 days) after the end of each fiscal quarter based
on the Total Debt Ratio as of the last day of such fiscal quarter;
provided that (i) any such adjustment shall be effective only upon the
earlier of (A) delivery of a certificate signed by a Responsible Officer
calculating the Total Debt Ratio and (B) delivery of the financial
statements required by Section 7.1(a) or 7.1(b), as applicable, with
respect to such fiscal quarter, and the related Compliance Certificate;
(ii) if any adjustment becomes effective pursuant to the preceding clause
(i)(A), the Total Debt Ratio shall be recalculated upon the first
delivery of financial statements pursuant to Section 7.1 (a) or 7.1(b)
after the delivery of the officer’s certificate referred to in such
clause, and if such recalculation indicates that the Total Debt Ratio on
the last day of such fiscal quarter was different from that reported in
such officer’s certificate, (I) the “Applicable Rate” shall be readjusted
based on the recalculated Total Debt Ratio and (II) if the recalculated
Total Debt Ratio is higher than that reported on the officer’s
certificate and results in a higher Applicable Rate, the Company shall
immediately pay an amount equal to the additional interest on the Loans
that would have accrued thereto if the adjustment based on such officer’s
certificate had not occurred, which amounts shall be paid (y)
immediately, to the extent that any date of payment of the Interest
Payment Date to which such amounts related have occurred and (z)
otherwise, on the Interest Payment Dates to which such amounts relate,
and (III) if the Company fails to deliver the financial statements
required by Section 7.1(a) or 7.1(b), as applicable, and the related
Compliance Certificate required by Section 7.2(b) by the 45th day (or, if
applicable, the 90th day) after any fiscal quarter, the highest fee rates
set forth above shall apply until such financial statements and
Compliance Certificate are delivered.”




     (d) The definition of “Responsible Officer” in Section 1.1 of the
Credit Agreement is amended by adding after the phrase “chief financial
officer,” where it appears therein the phrase “chief accounting
officer,”.








 



4



     (e) The definition of “Subordinated Debt” in Section 1.1 of the
Credit Agreement shall be amended by (i) replacing the word “and” at the
end of clause (b) with a “,”, (ii) adding to such definition a new clause
(c) to read as follows: “(c) any Indebtedness of any Loan Party or any
Subsidiary thereof permitted to be incurred pursuant to Section 8.5(n),
and” and (iii) redesignating clause (c) of such definition clause (d).




     (f) The definition of “Transaction Costs” is amended in full to read
as follows:




     “ “Transaction Costs” means any fees, costs or expenses incurred by
the Company (a) in connection with the consummation of the Transactions,
(b) in connection with the exchange offer relating to the New
Subordinated Notes, (c) in connection with the (i) the Techni-Cal Sale
and (ii) Project Fast and (d) in connection with the consummation of the
transactions contemplated by this Agreement (including without limitation
any amendment to this Agreement or waiver with respect to this Agreement)
and (e) in connection with the consummation of transactions permitted
under Sections 2.14, 8.2(e), 8.2(k), 8.3, 8.4(i), 8.5(e), 8.5(l) or
8.5(n) of this Agreement, to the extent such fees, costs or expenses are
reasonable and customary in nature.”




     (g) The following defined terms are added to Section 1.1 of the
Credit Agreement in the appropriate alphabetical position:




     “ “DMFC Guaranty” has the meaning specified in Section 5.2(a)(i).”




     “ “Fleming Receivable” means all or a portion of the Company’s
receivable owing from Fleming Companies, Inc. and/or its affiliates for,
among other items, open invoices, refunded checks and disallowed
deductions in an aggregate amount not to exceed $10,000,000.”




     “ “Increase Effective Date” has the meaning specified in Section
2.14(b).”




     “ “New Lender” has the meaning specified in Section 2.14(a).”




     “ “Prepayment Date” means the Business Day on or prior to January
30, 2004 on which the Company elects to prepay in full the aggregate
outstanding principal amount of the Term Loans pursuant to Section
2.7(a).”




     “ “Project FAST” means the sale of certain of the assets of the
Company and its applicable Subsidiaries, the assumption by the applicable
buyers of certain related liabilities and the license of certain assets
of the Company and its applicable Subsidiaries, in a transaction or
series of related transactions, in each case as more fully described in
the letter from the Company to the Administrative Agent (with a copy to
J.P. Morgan Securities Inc., in its capacity as Joint Lead Arranger)
dated January 30, 2004.”




     “ “Techni-Cal Sale” means the sale by the Company’s Subsidiary DLM
Foods Canada Corp. of substantially all of the assets used in connection
with the business of manufacturing, producing, distributing and marketing
premium dog and cat food products sold in territories other than the
United States and Canada and sold under the Techni-Cal brand.”








 



5



     (h) Section 2.1(b) of the Credit Agreement is amended in its
entirety to read as follows:




          “(b) Subject to the terms and conditions set forth herein, (i) each
Dollar Term B Lender severally agrees to make (A) a single loan to the
Company on the Initial Distribution Date in Dollars and in an aggregate
amount not to exceed such Lender’s Total Term Percentage of the Initial
Distribution Borrowing Amount, (B) a single loan to the Company at the
Time of the Merger in Dollars and in an amount not to exceed such
Lender’s Total Term Percentage of the Merger Borrowing Amount and (C) a
single loan to the Company on the Prepayment Date in an amount equal to
such Term B Lender’s Term B Commitment set forth on Schedule I hereto
(each loan advanced by any Dollar Term B Lender being a “Dollar Term B
Loan”) and (ii) each Euro Term B Lender severally agrees to make (A) a
single loan to the Company on the Initial Distribution Date in Euros and
in an aggregate amount not to exceed such Lender’s Total Term Percentage
of the Initial Distribution Borrowing Amount and (B) a single loan to the
Company at the Time of Merger in Euros and in an amount not to exceed
such Lender’s Total Term Percentage of the Merger Borrowing Amount (each
loan advanced by any Euro Term B Lender being a “Euro Term B Loan” and
together with the “Dollar Term B Loans”, the “Term B Loans”); provided
that in no event shall the aggregate amount of loans advanced pursuant to
this Section 2.1(b) exceed the aggregate amount of the Term B Commitments
as of the date such loans are made. Each Term B Borrowing shall be in
Dollars or in Euros and shall consist of Term B Loans made simultaneously
by the Term B Lenders ratably according to their Term B Commitments.
Amounts prepaid on the Prepayment Date may be reborrowed pursuant to
clause (i)(C) of this Section 2.1(b). Thereafter, amounts borrowed under
this Section 2.1(b) and repaid or prepaid may not be reborrowed.




     (i) Section 2.5(a) of the Credit Agreement is amended by replacing
the figure “$25,000,000” where it appears in clause (iii) thereof with
the figure “$35,000,000”.




     (j) Section 2.6(a) of the Credit Agreement is amended in its
entirety to read as follows:




     “(a) The Term Commitments will automatically terminate in full on
the Prepayment Date after giving effect to the Borrowing to occur on such
date pursuant to Section 2.1(b)(i)(C).”




     (k) Section 2.7(a) of the Credit Agreement is amended in full to
read as follows:




     “(a) The Company may, upon at least one Business Day’s notice in the
case of Base Rate Loans and three Business Day’s notice in the case of
Eurodollar Rate Loans, in each case to the Administrative Agent stating
the proposed date and aggregate principal amount of the prepayment, and
if such notice is given the Company shall, prepay the outstanding
aggregate principal amount of the Loans comprising part of the same
Borrowing in whole or ratably in part, together with accrued interest to
the date of such prepayment on the aggregate amount prepaid; provided,
however, that (1) each partial prepayment shall be in an aggregate
principal amount of $5,000,000 or an integral








 



6



multiple of $100,000 in excess thereof and if any prepayment of a
Eurodollar Rate Loan is made on a date other than the last day of an
Interest Period for such Loan, the Company shall also pay amounts owing
pursuant to Section 4.5.”




     (l) Section 2.7(b)(i)(2) of the Credit Agreement is amended in full
to read as follows:




     “to the extent that the Net Cash Proceeds of all such Asset Sales
(I) in any fiscal year are less than 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 for the Company and its
Subsidiaries has been prepared and (II) since January 30, 2004 do not
exceed the sum of (x) $75,000,000 and (y) the Net Cash Proceeds of the
Project Fast transaction;”.




     (m) Section 2.7(b)(iii) of the Credit Agreement is amended in full
to read as follows:




     “Promptly, and (A) in any event within 15 days of the incurrence or
issuance of any Other Debt of the Company or any of its Subsidiaries and
(B) in any event on or prior to the first anniversary of the incurrence
or issuance of any Indebtedness pursuant to Section 8.5(n), in either
case, in an amount equal to 100% of such Net Cash Proceeds received in
connection with such incurrence or issuance; provided that the foregoing
clause (B) shall not apply to the Net Cash Proceeds from any such
Indebtedness to the extent that such Net Cash Proceeds are used or
committed to be used by the Company (I) for the financing of fixed or
capital assets to be used in the business of the Company and its
Subsidiaries prior to or within 12 months after the incurrence or
issuance of such Indebtedness, (II) for the repayment of any Surviving
Debt or the New Subordinated Notes pursuant to Section 8.5(e), (III) for
the making of Restricted Payments permitted under Sections 8.15(v), (vi)
or (x) prior to or within 12 months after the incurrence or issuance of
such Indebtedness or (IV) in connection with any investment permitted
under Sections 8.4(f), 8.4(h), or 8.4(j) or any Acquisition permitted
under Section 8.4(i) prior to or within 12 months after the incurrence or
issuance of such Indebtedness.”




     (n) Section 2.8(b) of the Credit Agreement is amended in full to
read as follows:




     “(b) The Company shall repay to the Administrative Agent for the
ratable account of the Term B Lenders the aggregate outstanding principal
amount of the Term B Loans on the following dates in the amounts
represented by the percentages set forth below, as the respective
percentages of the aggregate outstanding principal amount principal
amount of the Term B Loans outstanding as of the Prepayment Date, (after
giving effect to any Term B Borrowing to be made on the Prepayment Date
in accordance with Section 2.1(b)(i)(C)) (which amounts shall be reduced
as a result of the application of prepayments in accordance with Section
2.7).




	 	 	 
	Date	 	Percentage
	
	 	

	4/30/2004

7/30/2004
	 	



	
0.25

0.25

	%

%












 



7





	 	 	 
	Date	 	Percentage
	
	 	

	10/29/2004

1/28/2005

4/29/2005

7/29/2005

10/28/2005

1/27/2006

4/28/2006

7/28/2006

10/27/2006

1/26/2007

4/27/2007

7/27/2007

10/26/2007

1/25/2008

4/25/2008

7/25/2008

10/24/2008

1/23/2009

5/1/2009

7/31/2009

10/30/2009

1/29/2010

4/30/2010

7/30/2010

10/29/2010

Term B Loan Maturity Date
	 	



















































	
0.25

0.25

0.25

0.25

0.25

0.25

0.25

0.25

0.25

0.25

0.25

0.25

0.25

0.25

0.25

0.25

0.25

0.25

0.25

0.25

0.25

0.25

23.50

23.50

23.50

23.50

	%

%

%

%

%

%

%

%

%

%

%

%

%

%

%

%

%

%

%

%

%

%

%

%

%

%








provided, however, that the final principal installment shall be repaid
on the Term B Loan Maturity Date in respect of the Term B Loans and in
any event shall be in an amount equal to the aggregate principal amount
of the Term B Loans outstanding on the Term B Loan Maturity Date. Term B
Loans advanced after the Prepayment Date pursuant to Section 2.14 shall
be repaid on the terms described in Section 2.14(c).”




     (o) Section 2.10(b) of the Credit Agreement is amended in its
entirety to read as follows: “[Intentionally omitted.]”.




     (p) A new Section 2.14 is added to the Credit Agreement, to read as
follows:




     “2.14 Increase in Commitments.




     (a) Provided there exists no Default, upon notice to the
Administrative Agent (which shall promptly notify the Lenders), the
Company may make one or more requests that the amount of the Term
Commitments be increased in an aggregate amount (for all such increases)
not exceeding $150,000,000 (with each such requested increase to be in a
minimum amount of $50,000,000 and, if greater than such amount, in one or
more
increments of $25,000,000 above such amount). At the time of
sending such notice, the Company (in consultation with the Administrative
Agent) shall specify the time period








 



8



within which each Lender is
requested to respond (which shall in no event be less than ten Business
Days from the date of delivery of such notice to the Lenders) and whether
the requested increase shall take the form of Term A Commitments or Term
B Commitments. Each Lender shall notify the Administrative Agent within
such time period whether or not it agrees to increase its Term Commitment
and, if so, the amount by which it is willing to participate in such Term
Commitment increase. Any Lender not responding within such time period
shall be deemed to have declined to increase its Term Commitment. The
Administrative Agent shall notify the Company and each Lender of the
Lenders’ responses to each request made hereunder. To achieve the full
amount of a requested increase, the Company may also invite additional
Eligible Assignees to become Lenders pursuant to a joinder agreement in
form and substance satisfactory to the Administrative Agent and its
counsel (each such new Lender, a “New Lender”).




     (b) If the Term Commitments are increased in accordance with this
Section, the Administrative Agent and the Company shall determine the
effective date (the “Increase Effective Date”) and the final allocation
of such increase. The Administrative Agent shall promptly notify the
Company and the Lenders of the final allocation of such increase and the
Increase Effective Date. As a condition precedent to such increase, the
Company shall deliver to the Administrative Agent a certificate of each
Loan Party dated as of the Increase Effective Date (in sufficient copies
for each Lender) signed by a Responsible Officer of such Loan Party (i)
certifying and attaching the resolutions adopted by such Loan Party
approving or consenting to such increase, and (ii) in the case of the
Company, (x) certifying that, before and after giving effect to such
increase, (A) the representations and warranties contained in Article VI
and the other Loan Documents are true and correct on and as of the
Increase 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 (B) no Default exists
and (y) demonstrating pro forma compliance with the covenants set forth
in Sections 8.11, 8.12 and 8.13 for the period of four consecutive fiscal
quarters ending on the last date of the last completed fiscal quarter
immediately preceding the proposed date of incurrence of Indebtedness
pursuant to this provision (on the assumption that such incurrence of
Indebtedness under this provision occurred on the first day of such four
fiscal quarter period and using historical results of the Company and its
Subsidiaries for such period, and including any pro forma expense and
cost reductions calculated on a basis consistent with Regulation S-X
under the Securities Act).




     (c) On each Increase Effective Date, upon fulfillment of the
conditions set forth in subsection (b) above, the Administrative Agent
shall notify the Lenders and the Company, on or before 12:00 p.m. on the
Business Day immediately preceding the proposed Increase Effective Date
by facsimile of the occurrence of the Term Commitment increase to be
effected on such Increase Effective Date and the amount and final
allocation of such increase as determined above, to be reflected on a new
Schedule I to the Agreement circulated at such time by facsimile by the
Administrative Agent to the Company and each Lender. At such time the
Administrative Agent shall also circulate an amortization schedule for
such new Loan, which shall reflect (x) if such new Loan is a
Term A Loan, an amortization schedule to be agreed upon at such time
by the Administrative Agent and the Company but in no event with a
maturity later than the date








 



9



which is one year prior to the Term B Loan
Maturity Date and (y) if such new Loan is a Term B Loan, amortization of
0.25% for every quarter from the date such Loan is advanced through the
fiscal quarter ended January 29, 2009, and four equal quarterly
installments of the remaining principal amount for the four fiscal
quarters from January 29, 2009 through the Term B Loan Maturity Date.
Each existing Lender increasing its Term Commitment as set forth above,
and each New Lender, shall, before 2:00 p.m. on the applicable Increase
Effective Date, make available to the Administrative Agent in immediately
available funds (i) in the case of any New Lender, an amount equal to
such New Lender’s Term Commitment and (ii) in the case of any existing
Lender increasing its Term B Commitment, an amount equal to such
increase. The Administrative Agent shall promptly make such funds
available to the Company.




     (d) Each Term Loan advanced by a Lender as a result of an increase
in its Term Commitment pursuant to this Section, and each Term Loan
advanced by any New Lender, shall be a “Term A Loan” or a “Term B Loan”,
as the case may be, and a “Loan” for all purposes hereunder. Each New
Lender shall be deemed to be a “Term A Lender” or a “Dollar Term B
Lender”, as the case may be, and a “Lender” for all purposes hereunder.”




     (q) Section 5.2 of the Credit Agreement is amended by inserting
after the words “Issue any Letter of Credit” where they appear in the
third line thereof the following: “, in each case, on the Initial
Distribution Date”.




     (r) Section 7.2 of the Credit Agreement is amended by (i) inserting
the following immediately before the semi-colon at the end of clause (c)
thereof: “; provided, that materials required to be delivered pursuant to
this clause (c) shall be deemed delivered when the Company notifies the
Administrative Agent (which shall promptly notify the Lenders) that
copies of such materials have been posted on the SEC’s website,
www.sec.gov/edaux/searches/htm; provided, further, that the Company
agrees to furnish upon request by the Administrative Agent a paper copy
of such materials to the Administrative Agent for delivery to any Lender
that requests a paper copy”; and (ii) by inserting the following
immediately after the words “Subordinated Notes,” on the third line of
clause (e) thereof: “or any Indebtedness permitted under Section
8.5(n),”.




     (s) Section 8.2 of the Credit Agreement is amended by (i) deleting
the word “and” from the end of clause (j) of such Section, (ii) adding to
such Section a new clause (k) to read as follows:




     ”(k) (i) the consummation of Project FAST; provided that the Net
Cash Proceeds from such disposition shall be applied in accordance with
Section 2.7(b); and (ii) the disposition, in whole or in part, of the
Fleming Receivable;” and




     (iii) redesignating clause (k) of such Section clause (l) and
amending such clause in its entirety to read as follows:








 



10



     ”(l) dispositions not otherwise permitted under this Section 8.2
(including the disposition of all of the Equity Interests in any
operating Subsidiary of the Company by sale of such Equity Interests or
by merger of such Subsidiary with or into another Person, but excluding
any Sale/Leaseback transaction) which are made for fair market value;
provided that (i) at the time of such disposition no Default or Event of
Default shall exist or would result from such disposition; (ii) the
aggregate fair market value of all property disposed of in reliance on
this clause (l) in any (A) fiscal year shall not exceed $15,000,000 or
(B) since the date of this Agreement shall not exceed $75,000,000; (iii)
all of the purchase price for such asset is paid to the Company or such
Subsidiary, as the case may be, in cash or Cash Equivalent Investments;
provided, that up to $10,000,000 per Fiscal Year in fair market value of
property disposed of in reliance on this clause (l) may be disposed of
for less than fair market value or for consideration other than cash or
Cash Equivalents; provided, further, that the fair market value of any
property disposed of in reliance on this clause (l) for which no portion
of the consideration is paid in cash or Cash Equivalents shall not exceed
$2,000,000 for any single transaction or series of related transactions;
and (iv) the proceeds from any such disposition shall be applied in
accordance with Section 2.7(b).”




     (t) Section 8.4 of the Credit Agreement is amended by inserting in
the first paragraph of such Section, after the words “or any other
investment in, any other Person,” where they appear in the fifth line
thereof, the following: “it being understood that contributions made to
any “plan,” as defined in Section 3(3) of ERISA, shall not be deemed to
be prohibited by this Section 8.4,”.




     (u) Section 8.5 of the Credit Agreement is amended by (i) deleting
the word “and” where it appears at the end of clause (m) thereof, (ii)
adding to such Section a new clause (n), to read as follows:




     ”(n) additional subordinated Indebtedness, senior subordinated
Indebtedness or senior unsecured Indebtedness in an aggregate principal
amount not to exceed $150,000,000 with a scheduled maturity date falling
no earlier than June 20, 2011 and with no amortization or mandatory
prepayments thereof (other than pursuant to contingent mandatory
prepayment provisions substantially the same as and not materially more
adverse to the Lenders than those contained in the New Subordinated Notes
Documents) prior to such date; provided that prior to the entry by the
Company or such Subsidiary into any agreement or contract relating
thereto, the Company shall have delivered to the Administrative Agent a
certificate demonstrating pro forma compliance with the covenants set
forth in Sections 8.11, 8.12 and 8.13 for the period of four consecutive
fiscal quarters ending on the last date of the last completed fiscal
quarter immediately preceding the proposed date of incurrence of such
Indebtedness (on the assumption that such incurrence of Indebtedness
under this clause occurred on the first day of such four fiscal quarter
period and using historical results of the Company and its Subsidiaries
for such period, and including any pro forma expense and cost reductions
calculated on a basis consistent with Regulation S-X under the Securities
Act); and
provided further that the Net Cash Proceeds from the incurrence or
issuance of any such Indebtedness shall be applied in accordance with
Section 2.7(b)(iii); and”








 



11



and (iii) redesignating clause (n) of such Section clause (o).




     (v) Section 8.8 of the Credit Agreement is amended by (i) deleting
the word “and” from the end of clause (e) of such Section, (ii) adding to
such Section a new clause (f) to read as follows:




     ”(f) Guaranty Obligations of the Company in respect of Capital
Leases, operating leases, Sale /Leaseback Transactions, vendor supply
contracts or any other Indebtedness, liabilities or other obligations
entered into by any Subsidiary of the Company which is otherwise
permitted by the limitations set forth in this Article VIII and the
limitations set forth in any Subordinated Debt Documents; and”; and




(iii) redesignating clauses (f) and (g) of such Section clauses (g) and
(h), respectively.




     (w) Section 8.10 of the Credit Agreement is amended by adding to the
end of clause (b) of such Section, immediately before the semi-colon, the
following additional language: “, including, without limitation and for
the avoidance of doubt, (i) any lease of real or personal property
consisting of or relating to any warehouse, product distribution center
or office space, (ii) any equipment lease and (iii) any other individual
lease pursuant to which the total amount payable by the Company and its
Subsidiaries is not reasonably anticipated to exceed $5,000,000 per
fiscal year”.




     (x) Section 8.13 of the Credit Agreement is amended by substituting
for the table contained therein the following table:




	 	 	 	 	 
	Period	 	Ratio
	
	 	

	December 20, 2002 through the fiscal year ending closest to
April 30, 2004
	 	 	4.00:1.00	 
	July 31, 2004 through the fiscal year ending closest to April
30, 2005
	 	 	3.50:1.00	 
	July 31, 2005 and thereafter
	 	 	3.00:1.00	 






     (y) Section 8.14 of the Credit Agreement is amended by replacing
clauses (ii) and (iii) of the definition of “Base Amount” contained
therein with the following: “(ii) April 30, 2004, $105,000,000 and (iii)
April 30, 2005 and thereafter, $125,000,000”.




     (z) Section 8.15(b)(v) of the Credit Agreement is amended in full to
read as follows:




     ”(v) so long as no Default or Event of Default has occurred and is
continuing or would result therefrom, the Company may pay dividends to
DMFC in an amount per fiscal year not to exceed 30% of Consolidated Net
Income of the Company for the immediately preceding fiscal year;
provided, that the Company may only make the first








 



12



payment of dividends
pursuant to this clause (v) if, after giving effect thereto, the
Company’s pro forma Total Debt Ratio for the last four fiscal quarters
immediately preceding the date of such first dividend (determined as if
such dividend had been made on the first day of such period), would be
less than 2.75 to 1:0; provided, further, that once the Company has paid
any dividend in accordance with this Section 8.15(b)(v), no other
dividend payment of the Company shall be subject to the Company’s
satisfaction of the pro forma Total Debt Ratio test set forth in the
immediately preceding clause;”.




     (aa) Section 8.15(b) of the Credit Agreement is further amended by
(i) deleting from the end of clause (viii) of such Section the word
“and”; (ii) replacing the period at the end of clause (ix) of such
Section with the following; “; and” and (iii) adding to such Section a
new clause (x), to read as follows:




     ”(x) so long as no Default or Event of Default has occurred and is
continuing or would result therefrom, the Company may pay dividends to
DMFC in an aggregate amount not to exceed the amount of proceeds received
from the incurrence or issuance of Indebtedness permitted under Section
8.5(n), so long as such dividend is paid prior to or within 12 months
after the incurrence or issuance of such Indebtedness.”




          SECTION 2. Waiver of Certain Provisions of the Credit Agreement. Each
Term Lender hereby waives, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 5 of this
Amendment, and solely in connection with the prepayment and reborrowing of Term
Loans contemplated by Section 4 of this Amendment, the requirements of Sections
2.3(a), 2.3(b), 2.3(c), 2.6(e), 2.13 and 5.3(c) of the Credit Agreement, the
notice requirements for prepayments set forth in Section 2.7(a) of the Credit
Agreement and any rights such Lender may have under Section 2.7(g) of the
Credit Agreement.




          SECTION 3. Amendment to DMFC Guaranty. The DMFC Guaranty is, effective as
of the date hereof and subject to the satisfaction of the conditions precedent
set forth in Section 5 of the Amendment, hereby amended as follows:




     (a) Section 7(c) of the DMFC Guaranty is amended in full to read as
follows:




     ”(c) perform and observe all of the terms, covenants and agreements
that the Loan Documents state that the Guarantor is to perform or
observe, and cause the Borrower and each of the Borrower’s Subsidiaries
to perform and observe all of the terms, covenants and agreements that
the Loan Documents state that the Borrower or applicable Subsidiary of
the Borrower is to perform or observe;”;




     (b) Section 7(l)(ix) of the DMFC Guaranty is amended by adding to
such Section immediately after the words “pursuant to Section 8.15(b)(v)”
the following: “or Section 8.15(b)(x)”.




     (c) Section 7(l)(xiii) of the DMFC Guaranty is amended to delete the
words “in the ordinary course of business, provided that the aggregate
outstanding amount of any such Contingent Obligations shall not exceed
$25,000,000”.








 



13



          SECTION 4. Repayment and Reborrowing. (a) Subject to the satisfaction of
the conditions precedent set forth in Section 5 of this Amendment, effective as
of the date hereof, the Term Loans owed to each Term Lender shall be deemed to
be prepaid pursuant to Section 2.7(a) of the Credit Agreement and the Company
shall be deemed to have reborrowed, pursuant to Section 2.1(b)(i)(C) of the
Credit Agreement, a new Dollar Term B Loan from each Term Lender in the amount
set forth in Schedule I hereto for such Term Lender.




               (b) After giving effect to the prepayment and reborrowing contemplated by
Section 4(a) of this Amendment, but subject to any subsequent Borrowing under
the Credit Agreement pursuant to Section 2.14, (i) the aggregate outstanding
principal amount of the Term A Loans and the Euro Term B Loans will be zero,
the Term A Commitments will be reduced to zero and each Term Lender shall be
deemed to be a Dollar Term Lender and (ii) each Dollar Term Lender agrees and
acknowledges that the principal amount of Term B Loans owing to it and its Term
B Commitment are equal to the amounts set forth opposite such Term Lender’s
name on Schedule I to this Amendment.




          SECTION 5. Conditions of Effectiveness. This Amendment shall become effective
when the Administrative Agent shall have received counterparts of this
Amendment executed by the Company and the Required Lenders and counterparts of
the Consent attached hereto (the “Consent”) executed by each Guarantor;
provided that Sections 1(a), 1(b), 1(c), 1(k), 2 and 4 of this Amendment shall
become effective as of the date first above written when, and only when, the
following conditions shall have been satisfied:




     (a) the Administrative Agent shall have received :




          (i) counterparts of this Amendment executed by the Company and all
of the Lenders or, as to any of the Lenders, advice satisfactory to the
Administrative Agent that such Lender has executed this Amendment;




          (ii) certified copies of (A) the resolutions of the Board of
Directors of (1) the Company approving this Amendment and the matters
contemplated hereby and (2) each Guarantor evidencing approval of the
Consent and (B) all documents evidencing other necessary corporate action
and governmental approvals, if any, with respect to this Amendment and
the Consent and the matters contemplated hereby and thereby;




          (iii) a certificate signed by a duly authorized officer of the
Company stating that (A) the representations and warranties contained in
Section 6 of this Amendment are true and correct on and as of the date of
such certificate and after giving effect to this Amendment (including the
Borrowing deemed to be made pursuant to Section 4 of this Amendment) as
though made on and as of such date (except to the extent that any such
representations and warranties specifically refer to an earlier date, in
which case, as of such earlier date); and (b) no Default or Event of
Default exists or
would result from the effectiveness of this Amendment (or the
consummation of the transaction contemplated by this Amendment, including
the Borrowing deemed to be made pursuant to Section 4 of this Amendment);








 



14



     (b) the Company shall have paid to the Administrative Agent (i) all
fees that are due and payable at such time pursuant to any written
agreement of the Company and (ii) for the account of each Term B Lender,
the prepayment premium payable to such Lender pursuant to Section
2.7(a)(ii)(B) of the Credit Agreement (as in effect prior to giving
effect to Section 1(k) hereof) as a result of the prepayment contemplated
by Section 4(a) of this Amendment; and




     (c) the Company shall have paid all accrued and unpaid Attorney
Costs of the Administrative Agent which have been invoiced at least 2
days prior to the date hereof.




     This Amendment is subject to the provisions of Section 11.3 of the Credit
Agreement.




          SECTION
6. Representations and Warranties of the Company. The Company
represents and warrants as follows:




     (a) The representations and warranties of each Loan Party contained
in Article VI of the Credit Agreement or any other Loan Document, or
which are contained in any document furnished at any time under or in
connection herewith or therewith, are true and correct in all material
respects on and as of the date hereof and after giving effect to this
Amendment (including the Borrowing deemed to be made pursuant to Section
4 of this Amendment) (and all references in any such representation and
warranty to the Credit Agreement shall be deemed to be references to the
Credit Agreement as amended by this Amendment) (except to the extent that
any such representations and warranties specifically refer to an earlier
date, in which case, as of such earlier date);




     (b) No Default or Event of Default exists or would result from the
effectiveness of this Amendment (including the Borrowing deemed to be
made pursuant to Section 4 of this Amendment); and




     (c) The aggregate value of, and the revenues and EBITDA attributable
to, the assets to be disposed of pursuant to Project Fast comprise less
than 5% of each of tangible assets, revenue and EBITDA, respectively, of
the Company and its Subsidiaries on a consolidated basis.




          SECTION 7. Reference to and Effect on 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. On and after
the effectiveness of Section 3 of this Amendment, each reference in the DMFC
Guaranty to “this Agreement”, “hereunder”, “hereof” or words of like import
referring to the DMFC Guaranty, and each reference in the Notes and each
of the other Loan Documents to “the DMFC Guaranty”, “thereunder”, “thereof” or
words of like import referring to the DMFC Guaranty, shall mean and be a
reference to the DMFC Guaranty, 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








 



15



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.




          (b) 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.




          (c) The amendments to the definitions of “Applicable Percentage” and
"Applicable Rate” will become effective immediately with respect to any
outstanding Loans and Letters of Credit upon the satisfaction of the conditions
set forth in Section 5.




          SECTION 8. Costs, Expenses. The Company 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 Agent)
in accordance with the terms of Section 11.4 of the Credit Agreement.




          SECTION 9. 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.








 



16



          SECTION 10. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.




          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
	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,
	 	 	as Administrative Agent, Collateral
	 	 	 	Agent, Swingline Lender and Issuing
	 	 	 	Lender, and as Lender
	 	 	 	 	 
	 	 	
By
	 	/s/ W. Thomas Barnett
	 	 	 	 	

	 	 	 	 	Name: W. Thomas Barnett
	 	 	 	 	Title: Managing Director










 



17



	 	 	 	 	 
	 	 	

	 	 	JPMorgan Chase Bank
	 	 	 	 	 
	 	 	
By
	 	/s/ William Rindfuss
	 	 	 	 	

	 	 	 	 	Name: William Rindfuss
	 	 	 	 	Title: Vice President










 



 



CONSENT




Dated as of January 30, 2004




     Each of the undersigned, (i) 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 Amendment (the “Credit Agreement”) and (ii) as Grantor under the
Security Agreement dated December 20, 2002 (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
(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, (I) on and after the effectiveness of Section 2 of the
Amendment, the DMFC Guaranty shall be in effect as amended thereby, and each
reference in the Subsidiary Guaranty, the DMFC Guaranty or the Security
Agreement to the “DMFC Guaranty” or words of like import shall mean and be a
reference to the DMFC Guaranty, as amended by such Amendment and (II) on and
after the effectiveness of such Amendment, in whole or in part, 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










 



 



	 	 	 	 	 
	 	 	MIKE MAC IHC, INC.
	 	 	STAR-KIST SAMOA, INC.
	 	 	MARINE TRADING PACIFIC, INC.
	 	 	STAR-KIST MAURITIUS, INC.
	 	 	 	 	 
	 	 	
By
	 	/s/ Thomas E. Gibbons
	 	 	 	 	

	 	 	 	 	Name: Thomas E. Gibbons
	 	 	 	 	Title: Vice President, Chief Financial Officer
and Treasurer