AMENDMENT NO. 4 TO THE CREDIT AGREEMENT

Exhibit 10.5

EXECUTION COPY

AMENDMENT NO. 4 TO THE
CREDIT AGREEMENT

          Dated as of April 25, 2008

                    AMENDMENT NO. 4 TO THE CREDIT AGREEMENT among DEL MONTE CORPORATION, a Delaware corporation (the “Borrower”), DEL MONTE FOODS COMPANY, a Delaware corporation (“Holdings”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”) for the Lenders.

                    PRELIMINARY STATEMENTS:

                    (1)     The Borrower, Holdings, the Lenders, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Xxxxxx Commercial Paper Inc. and Xxxxxxx Sachs Credit Partners L.P, as Co-Syndication Agents, and Xxxxxx Trust and Savings Bank and Suntrust Bank, as Co-Documentation Agents, have entered into a Credit Agreement dated as of February 8, 2005 (as amended by Amendment No. 1 dated as of January 20, 2006, Amendment No. 2 dated as of May 19, 2006, and Amendment No. 3 dated as of August 15, 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 and the Required Lenders have agreed to amend the Credit Agreement as hereinafter set forth.

                    SECTION 1.  Amendments to Credit Agreement. Effective as of the date first written above, the Credit Agreement is, subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows:

          (a)     The definition of “Additional Fee Letters” is hereby amended in its entirety to read as follows: “Additional Fee Letters” means, collectively, the Additional Fee Letter, the Additional Term B-3 Fee Letter and that certain Fee Letter dated as of April 25, 2008 from Bank of America to the Borrower in respect of that certain Amendment No. 4 to the Credit Agreement, dated as of April 25, 2008, by and among the Borrower, Holdings, each of the Lenders party thereto and the Administrative Agent.

          (b) Section 2.05(b)(i)(A) is hereby amended in its entirety to read as follows:

“     (A) with respect to any such Disposition that is consummated (1) on or prior to July 30, 2006 (a “2006 Disposition”) or (2) pursuant to a definitive agreement entered into by Holdings or any of its Subsidiaries on or after April 1, 2008 but prior to December 31, 2008 (a “2008 Disposition”) and which in either case, results in the realization by Holdings or such Subsidiary of Net Cash Proceeds (determined as of the date of consummation of such Disposition,

whether or not such Net Cash Proceeds are then received by Holdings or such Subsidiary, but with the amount of any such Net Cash Proceeds attributable to any time period after the consummation of such Disposition with respect to such Disposition to be determined by an estimate made in good faith by a Responsible Officer) in excess of (x) with respect to a 2006 Disposition, $50,000,000 and (y) with respect to a 2008 Disposition, $100,000,000 (any such Disposition as described in this Section 2.05(b)(i)(A), a “Major Disposition”), the Borrower shall prepay substantially contemporaneously with the consummation of such Major Disposition pursuant to this Section 2.05(b)(i)(A) an aggregate principal amount of Loans equal to (x) in the case of a 2006 Disposition, 20% of, and (y) in the case of a 2008 Disposition, 100% of, the Net Cash Proceeds received by Holdings or its Subsidiaries upon the consummation of such Major Disposition; provided that (x) any Net Cash Proceeds remaining after the prepayments required to be made pursuant to the foregoing may be used at the discretion of Holdings or the applicable Subsidiary for general corporate purposes not in contravention of any Law or Loan Document (including, without limitation, the making of any Restricted Payment not in contravention of Section 7.06 hereof) and (y) in the case of any Major Disposition permitted by Section 7.05(k), (I) any such prepayment only shall be required to be made within 180 days of the date of the Disposition, and (II) the amount required to be prepaid pursuant to this Section 2.05(b)(i)(A) with respect to such Disposition permitted by Section 7.05(k) shall be 50% of the first $200,000,000 of Net Cash Proceeds therefrom and 100% of all Net Cash Proceeds in excess of $200,000,000 received therefrom;”

          (c)     Section 7.04 of the Credit Agreement is amended by replacing “.” at the end of clause (d) with “; and” and adding a new clause (e) to read in full as follows:

“     (e)     in connection with any Disposition permitted under Section 7.05(j), any Subsidiary of the Borrower may merge or consolidate with any other Person (with either such Subsidiary or such other Person being the surviving entity with respect to such merger or consolidation); provided that the Person surviving such merger or consolidation shall after such merger or consolidation not be an Affiliate of Holdings; and any such merger or consolidation shall be deemed to be a disposition subject to the release provisions in respect of Collateral pursuant to Section 26 of the Security Agreement.”

          (d)     Clause (j) of Section 7.05 of the Credit Agreement is amended to read in full as follows:

“(j)     Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05 for fair market value; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition; (ii) the Borrower would be in compliance with Section 7.10 as of the most recently completed Measurement Period ending prior to such Disposition for which the financial statements and certificates required by Section 6.01(a) or 6.01(b), as applicable, were required to be delivered, after giving pro forma effect to such Disposition and the

application of any proceeds thereof (including, without limitation, the application of any such proceeds to the repayment of Indebtedness) as if such Disposition and application of the proceeds therefrom had occurred as of the first day of such Measurement Period; and (iii) at least 75% of the purchase price for such asset shall be paid to the Borrower or such Subsidiary in cash or Cash Equivalents (which determination of cash or Cash Equivalents shall be deemed to include any Designated Noncash Consideration (as defined in the New Subordinated Notes Indenture as in effect as of the date of this Agreement)); provided that up to $10,000,000 per fiscal year in fair market value of property disposed of in reliance on this clause (j) may be disposed of for less than fair market value or for consideration other than 75% cash or Cash Equivalents; provided further, that the fair market value of any property disposed of in reliance on this clause (j) 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”

          (e)     Section 7.10 of the Credit Agreement is hereby amended to read in full as follows:

          “SECTION 7.10     Financial Covenants. (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, 2009			5.25:1.00
	May 3, 2009 through January 31, 2010			4.75:1.00
	May 2, 2010 through January 30, 2011			4.25:1.00
	May 1, 2011 and thereafter			3.75:1.00

          (b)     Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio for any Measurement Period to be less than 1.15:1.00.”

                    SECTION 2.  Conditions of Effectiveness. This Amendment shall become effective as of the date first written above when, and only when, on or before April 30, 2008: (i) the Administrative Agent and the Borrower shall have received (A) counterparts of this Amendment executed by the Borrower and the Required Lenders and acknowledged by the Administrative Agent, (B) the consent attached hereto executed by each Guarantor, and (C) a

counterpart of that certain fee letter, dated as of the date hereof (the “Fee Letter”), executed by the Borrower and the Administrative Agent; and (ii) the Borrower shall have paid all fees set forth in the Fee Letter and the reasonable and documented expenses (including the reasonable fees and expenses of Shearman & Sterling LLP) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment. This Amendment is subject to the provisions of Section 11.01 of the Credit Agreement.

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

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

                    SECTION 4.  Costs and Expenses The Borrower agrees to pay on demand all 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 5.  Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

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

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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

	DEL MONTE CORPORATION
	By	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title: Executive Vice President, Administration and Chief Financial Officer
	DEL MONTE FOODS COMPANY
	By	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title: Executive Vice President, Administration and Chief Financial Officer

	BANK OF AMERICA, N.A., as Administrative Agent and as Lender
	By	/s/ Xxxxxxx Xxxxxxx
		Title: Vice President

	1ST FARM CREDIT SERVICES, PCA, as Lender
	By:	/s/ Xxxx Xxxxxxxxxx
		Name:	Xxxx Xxxxxxxxxx
		Title:	VP, Illinois Capital Markets Group
	ABCLO 2007-1 LTD, as Lender By: Alliance Xxxxxxxxx X.X., as investment advisor
	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Investment Officer
	AGFIRST FARM CREDIT BANK, as Lender
	By:	/s/ Xxxxxx X. X’Xxxx
		Name:	Xxxxxx X. X’Xxxx
		Title:	Vice President
	AGSTAR FINANCIAL SERVICES, PCA, as Lender
	By:	/s/ Xxxx Xxxxxxxx
		Name:	Xxxx Xxxxxxxx
		Title:	Vice President

	AIB DEBT MANAGEMENT, LIMITED, as Lender
	By:	/s/ Xxxxxx X’Xxxxxxx
		Name:	Xxxxxx X’Xxxxxxx
		Title:	Vice President, Investment Advisor to AIB Debt Management Limited
	By:	/s/ Xxxxx Xxxxxxxx
		Name:	Xxxxx Xxxxxxxx
		Title:	Assistant Vice President, Investment Advisor to AIB Debt Management Limited
	ALLIED IRISH BANKS, P.L.C., as Lender
	By:	/s/ Xxxxxx X’Xxxxxxx
		Name:	Xxxxxx X’Xxxxxxx
		Title:	Vice President, Investment Advisor to AIB Debt Management Limited
	By:	/s/ Xxxxx Xxxxxxxx
		Name:	Xxxxx Xxxxxxxx
		Title:	Assistant Vice President, Investment Advisor to AIB Debt Management Limited
	AMERICAN AGCREDIT, PCA, as Lender
	By:	/s/ Xxxx Van Schuyver
		Name:	Xxxx Van Schuyver
		Title:	Vice President

	AMMC CLO VI, LIMITED, as Lender By: American Money Management Corp., as Collateral Manager
	By:	/s/ Xxxxxxx X. Eng
		Name:	Xxxxxxx X. Eng
		Title:	Senior Vice President
	ARCHIMEDES FUNDING IV (CAYMAN), LTD., as Lender By: West Gate Horizons Advisors LLC, as Collateral Manager
	By:	/s/ Xxxxxxxxxx Xxxx
		Name:	Xxxxxxxxxx Xxxx
		Title:	Senior Credit Analyst
	BADGERLAND FARM CREDIT SERVICES, ACA a/k/a BADGERLAND FCS, ACA, as Lender
	By:	/s/ Xxxxxxx X. Xxx
		Name:	Xxxxxxx X. Xxx
		Title:	Vice President, Capital Markets
	BALLANTYNE FUNDING LLC, as Lender
	By:	/s/ Xxxxxxxx Xxxxxx
		Name:	Xxxxxxxx Xxxxxx
		Title:	Vice President

	BANK OF HAWAII, as Lender
	By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	Vice President
	BANK OF MONTREAL, as Lender By: HIM Monegy, Inc., as Agent
	By:	/s/ Xxxxx Xxxxxxxx
		Name:	Xxxxx Xxxxxxxx
		Title:	Associate
	BANK OF NEW YORK, as Lender
	By:	/s/ G. Xxxxx Xxxxxx
		Name:	G. Xxxxx Xxxxxx
		Title:	Senior Vice President
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Lender
	By:	/s/ Xxxxx X. Xxxxxxxx
		Name:	Xxxxx X. Xxxxxxxx
		Title:	Vice President
	BARCLAYS BANK, PLC, as Lender
	By:	/s/ Xxxxx Xxxxxxxx
		Name:	Xxxxxxxx Xxxxxxxx
		Title:	Head of U.S. Loan Trading

	BAYERISCHE LANDESBANK, NEW YORK BRANCH, as Lender
	By:	/s/ Xxxxxxxxx Xxxxxxxxxx, CFA
		Name:	Xxxxxxxx Xxxxxxxxxx, CFA
		Title:	Vice President
	By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	Senior Vice President
	BLACKROCK SENIOR INCOME SERIES, as Lender
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Director
	BLACKROCK SENIOR INCOME SERIES II, as Lender
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Director
	BLACKROCK SENIOR INCOME SERIES IV, as Lender
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Director

	BLACKROCK SENIOR INCOME SERIES V (F/K/A GRANITE FINANCE LIMITED), as Lender
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Director
	MAGNETITE V CLO, as Lender
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Director
	BNP PARIBAS, as Lender
	By:	/s/ Xxxxxxxxx Xxxxx
		Name:	Xxxxxxxxx Xxxxx
		Title:	Managing Director
	By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	Vice President
	BOSTON HARBOR CLO 2004-1, as Lender
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Vice President

	CALYON, NEW YORK BRANCH, as Lender
	By:	/s/ Xxxx Xxxxxxxxxx
		Name:	Xxxx Xxxxxxxxxx
		Title:	Director
	By:	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	Director
	CAPITAL FARM CREDIT, as Lender
	By:	/s/ Xxxxxx X. Xxxxxx
		Name:	Xxxxxx X. Xxxxxx
		Title:	President Corporate Lending
	CAPITAL ONE LEVERAGE FINANCE CORPORATION, as Lender
	By:	/s/ Xxx Xxxxxx
		Name:	Xxx Xxxxxx
		Title:	XX
	XXXXXXX HIGH YIELD PARTNERS IV, LTD., as Lender
	By:	/s/ Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	Managing Director

	CARLYLE HIGH YIELD PARTNERS VI, LTD., as Lender
	By:	/s/ Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	Managing Director
	CITIBANK, N.A., as Lender
	By:	/s/ Xxxxxx Xxxx
		Name:	Xxxxxx Xxxx
		Title:	Attorney-in-Fact
	CITICORP USA INC, as Lender
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	Managing Director
	COBANK, ACB, as Lender
	By:	/s/ Xxxxxxx X. Norte
		Name:	Xxxxxxx X. Norte
		Title:	Vice President

	COMERICA WEST INCORPORATED, as Lender
	By:	/s/ Xxxxx X. Clear
		Name:	Xxxxx X. Clear
		Title:	Assistant Vice President
	COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as Lender
	By:	/s/ Christian Jagenberg
		Name:	Christian Jagenberg
		Title:	SVP and Manager
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Assistant Treasurer
	CREDIT SUISSE INTERNATIONAL, as Lender
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Assistant Vice President
	DENALI CAPITAL CLO V, LTD., or an affiliate, as Lender By: Denali Capital LLC, managing member of DC Funding Partners LLC, its portfolio manager
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Senior Vice President

	DENALI CAPITAL CLO VI, LTD., or an affiliate, as Lender By: Denali Capital LLC, managing member of DC Funding Partners LLC, its portfolio manager
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Senior Vice President
	DENALI CAPITAL CLO VII, LTD., or an affiliate, as Lender By: Denali Capital LLC, managing member of DC Funding Partners LLC, its portfolio manager
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Senior Vice President
	DEUTSCHE BANK AG NEW YORK BRANCH, as Lender By: DB Services New Jersey, Inc.
	By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	Vice President
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Assistant Vice President

	XXXXX XXXXX CDO VIII, LTD., as Lender By: Xxxxx Xxxxx Management, as Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	XXXXX XXXXX CDO IX, LTD., as Lender By: Xxxxx Xxxxx Management, as Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND, as Lender By: Xxxxx Xxxxx Management, as Investment Advisor
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President

	ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG, as Lender
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Managing Director
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name:	Xxxxxx X. Xxxxxxxxx
		Title:	First Vice President
	ESB BANK, as Lender
	By:	/s/ Xxxx X. Xxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxx
		Title:	Group Senior Vice President, Lending
	Fall Creek CLO, Ltd., as Lender
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Authorized Signatory
	FARM CREDIT BANK OF TEXAS, as Lender
	By:	/s/ Xxxx X. X. Xxxxxxx
		Name:	Xxxx X. X. Xxxxxxx
		Title:	Managing Director Capital Markets

	FARM CREDIT SERVICES OF AMERICA, PCA, as Lender
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Vice President
	FARM CREDIT SERVICES OF MID-AMERICA, PCA, as Lender
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Vice President
	FARM CREDIT WEST, PCA, as Lender
	By:	/s/ Ben Xxxxxxx
		Name:	Ben Xxxxxxx
		Title:	Vice President
	FCS FINANCIAL, PCA, f/k/a FARM CREDIT SERVICES OF MISSOURI, PCA, as Lender
	By:	/s/ Xxxx Xxxxxxxxxxx
		Name:	Xxxx Xxxxxxxxxxx
		Title:	Senior Lending Officer

	FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND, PCA, as Lender
	By:	/s/ Xxxx Xxxxxx
		Name:	Xxxx Xxxxxx
		Title:	Assistant Treasurer
	FIFTH THIRD BANK, as Lender
	By:	/s/ Xxxx Xxxxxxxxx
		Name:	Xxxx Xxxxxxxxx
		Title:	Assistant Vice President
	FIRST NATIONAL BANK OF PENNSYLVANIA, as Lender
	By:	/s/ Xxxx X. Xxxxxx
		Name:	Xxxx X. Xxxxxx
		Title:	Assistant Vice President
	FIRST PIONEER FARM CREDIT, ACA, as Lender
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President

	FIRSTRUST BANK, as Lender
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Vice President
	FORTIS CAPITAL CORP., as Lender
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Director
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Director
	FRANKLIN CLO IV, LIMITED, as Lender
	By:	/s/ Alex Xxxxx Xx
		Name:	Alex Xxxxx Xx
		Title:	Authorized Signatory
	FRANKLIN CLO V, LIMITED, as Lender
	By:	/s/ Alex Xxxxx Xx
		Name:	Alex Xxxxx Xx
		Title:	Authorized Signatory

	FRANKLIN FLOATING RATE DAILY ACCESS FUND, as Lender
	By:	/s/ Xxxxxxx Xxx
		Name:	Xxxxxxx Xxx
		Title:	Vice President
	FRANKLIN XXXXXXXXX SERIES II FUNDS FRANKLIN FLOATING RATE II FUND, as Lender
	By:	/s/ Xxxxxxx Xxx
		Name:	Xxxxxxx Xxx
		Title:	Vice President
	FRESNO-MADERA PRODUCTION CREDIT ASSOCIATION, as Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	SVP and Chief Credit Officer
	GALAXY VI CLO, Ltd., as Lender By: AIG Global Investment Corp., its Collateral Manager
	By:	/s/ W. Xxxxxxx Xxxxxx
		Name:	W. Xxxxxxx Xxxxxx
		Title:	Managing Director

	GALAXY VII CLO, Ltd., as Lender By: AIG Global Investment Corp., its Collateral Manager
	By:	/s/ W. Xxxxxxx Xxxxxx
		Name:	W. Xxxxxxx Xxxxxx
		Title:	Managing Director
	GALAXY VIII CLO, Ltd., as Lender By: AIG Global Investment Corp., its Collateral Manager
	By:	/s/ W. Xxxxxxx Xxxxxx
		Name:	W. Xxxxxxx Xxxxxx
		Title:	Managing Director
	GE CFS LOAN HOLDING 2006-2 LLC, as Lender By: GECC, as Administrator
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Duly Authorized Signatory
	GE CFS LOAN HOLDING 2006-3 LLC, as Lender By: GECC, as Administrator
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Duly Authorized Signatory

	GE COMMERCIAL LOAN HOLDING LLC, as Lender By: GECC, as Administrator
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Duly Authorized Signatory
	GENERAL ELECTRIC CAPITAL CORPORATION, as Lender
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Duly Authorized Signatory
	GENERAL ELECTRIC PENSION TRUST, as Lender By: GE Asset Management Inc., as Collateral Manager
	By:	/s/ Xxxx Xxxxxx
		Name:	Xxxx Xxxxxx
		Title:	Authorized Signatory
	GENESIS CLO 2007-1 LTD., as Lender
	By:	/s/ Xxxxxx X. Xxxx, Esq.
		Name:	Xxxxxx X. Xxxx, Esq.
		Title:	General Counsel, Orehill Partners LLC

	XXXXXXX XXXXX CREDIT PARTNERS L.P., as Lender
	By:	/s/ Xxxx Xxxxxxxx
		Name:	Xxxx Xxxxxxxx
		Title:	Authorized Signatory
	THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as Lender
	By:	/s/ Xxxx XxXxxxxx, Xxxxxxx Xxxxxx
		Name:	Xxxx XxXxxxxx, Xxxxxxx Xxxxxx
		Title:	Authorized Signatories
	GREENSTONE FARM CREDIT SERVICES, ACA/FLCA, as Lender
	By:	/s/ Xxxxxx X. Xxxxxxx, Xx.
		Name:	Xxxxxx X. Xxxxxxx, Xx.
		Title:	VP/Managing Director
	GUARANTY BANK, as Lender
	By:	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	Vice President

	XXXXXX X.X. (successor by merger to Xxxxxx Trust and Saving Bank) as Co-Documentation Agent and as Lender
	By:	/s/ Xxxxx Koonee
		Name:	Xxxxx Koonee
		Title:	Vice President
	ISRAEL DISCOUNT BANK OF NEW YORK, as Lender
	By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	S.V.P.
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	X.X.
	XXXXXXX NATIONAL LIFE INSURANCE COMPANY, as Lender By: PPM America Inc., as Attorney-in-fact
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Assistant Vice President

	JERSEY STREET CLO, LTD., as Lender By: Massachusetts Financial Services Company (JLX), its Collateral Manager
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Investment Officer
	XX XXXXXX XXXXX BANK, N.A., as Lender
	By:	/s/ Xxxx Xxxx
		Name:	Xxxx Xxxx
		Title:	Vice President
	KATONAH X CLO LTD., as Lender
	By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	Authorized Officer, Katonah Debt Advisors, L.L.C. as Manager
	KBC BANK, N.V., as Lender
	By:	/s/ Xxxxxxx Xxxxxxxxx
		Name:	Xxxxxxx Xxxxxxxxx
		Title:	Vice President
	By:	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	First Vice President

	KC CLO II PLC, as Lender
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Assistant Vice President
	KEYSTONE NAZARETH BANK & TRUST COMPANY, a division of NATIONAL PENN BANK, as Lender
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President
	XXXXXX COMMERCIAL PAPER INC., as Lender
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	Authorized Signatory
	MARLBOROUGH STREET CLO, LTD., as Lender By: Massachusetts, Financial Services Company (MLX)
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Investment Officer

	MB FINANCIAL BANK, N.A. (f/n/a OAK BROOK BANK) as Lender
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Vice President
	MIZUHO CORPORATE BANK, LTD., as Lender
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxx
		Title:	Authorized Signatory
	XXXXXX XXXXXXX SENIOR FUNDING, INC, as Lender
	By:	/s/ Xxxxxx Xxxx
		Name:	Xxxxxx Xxxx
		Title:	Vice President
	NATIONAL CITY BANK, as Lender
	By:	/s/ Xxx Xxxxxxx
		Name:	Xxx Xxxxxxx
		Title:	Vice President

	NATIXIS, as Lender
	By:	/s/ Christian Paragot-Rieutort
		Name:	Christian Paragot-Rieutort
		Title:	Associate Director
	By:	/s/ Xxxxx X. Xxxxxx, Xx.
		Name:	Xxxxx X. Xxxxxx, Xx.
		Title:	Managing Director
	NEW YORK LIFE INSURANCE COMPANY, as Lender
	By:	/s/ Xxxxxxxxx Xxxxxxxxxxx
		Name:	Xxxxxxxxx Xxxxxxxxxxx
		Title:	Corporate Vice President
	NYLIM INSTITUTIONAL FLOATING RATE FUND L.P., as Lender By: New York Life Investment Management LLC, its Investment Manager
	By:	/s/ Xxxxxxxxx Xxxxxxxxxxx
		Name:	Xxxxxxxxx Xxxxxxxxxxx
		Title:	Vice President
	NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION, as Lender By: New York Life Investment Management LLC, its Investment Manager
	By:	/s/ Xxxxxxxxx Xxxxxxxxxxx
		Name:	Xxxxxxxxx Xxxxxxxxxxx
		Title:	Vice President

	MAINSTAY FLOATING RATE FUND, a series of ECLIPSE FUNDS, INC., as Lender By: New York Life Investment Management LLC, its Investment Manager
	By:	/s/ Xxxxxxxxx Xxxxxxxxxxx
		Name:	Xxxxxxxxx Xxxxxxxxxxx
		Title:	Vice President
	MAINSTAY VP FLOATING RATE PORTFOLIO, a series of MAINSTAY VP SERIES FUND, INC., as Lender By: New York Life Investment Management LLC, its Investment Manager
	By:	/s/ Xxxxxxxxx Xxxxxxxxxxx
		Name:	Xxxxxxxxx Xxxxxxxxxxx
		Title:	Vice President
	THE NORINCHUKIN BANK, NEW YORK BRANCH, as Lender
	By:	/s/ Xxxxxxxxx Xxxx
		Name:	Xxxxxxxxx Xxxx
		Title:	General Manager

	THE NORINCHUKIN BANK, NEW YORK BRANCH through State Street Bank and Trust Company N.A. as Fiduciary Custodian, as Lender By: Xxxxxx Xxxxx Management, Attorney-in-fact
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	NORTHWEST FARM CREDIT SERVICES, PCA, as Lender
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Account Manager
	PARK AVENUE LOAN TRUST, as Lender By: TCW Advisors as its Portfolio Manager
	By:	/s/ Xxxxx X. Xxxxxxx
		Name:	Xxxxx X. Xxxxxxx
		Title:	Vice President
	By:	/s/ Xxx Xxxxxxxxx
		Name:	Xxx Xxxxxxxxx
		Title:	Senior Vice President

	PB CAPITAL CORPORATION, as Lender
	By:	/s/ Xxxxx X. Xxxxxxx
		Name:	Xxxxx X. Xxxxxxx
		Title:	Vice President
	By:	/s/ Xxxxxxxxx X. Xxxxxxxx
		Name:	Xxxxxxxxx X. Xxxxxxxx
		Title:	Assistant Vice President
	PEOPLE’S UNITED BANK, as Lender
	By:	/s/ Xxxxx X. Xxxxxxxx
		Name:	Xxxxx X. Xxxxxxxx
		Title:	First Vice President
	PNC BANK, NATIONAL ASSOCIATION, as Lender
	By:	/s/ Xxxxxxx X. X. Xxxxxxx
		Name:	Xxxxxxx X.X. Xxxxxxx
		Title:	Vice President
	XXXXXX BANK LOAN FUND (CAYMAN)  MASTER FUND, a series of the XXXXXX OFFSHORE MASTER SERIES TRUST, as Lender By: The Xxxxxx Advisory Company, LLC
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Vice President

	XXXXXX FLOATING RATE INCOME FUND, as Lender
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Vice President
	RABOBANK, NEW YORK BRANCH (COOPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A.), as Lender
	By:	/s/ Xxxxx Xxx
		Name:	Xxxxx Xxx
		Title:	Vice President
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Executive Director
	RZB FINANCE LLC, as Lender
	By:	/s/ Xxxx X. Xxxxxxx
		Name:	Xxxx X. Xxxxxxx
		Title:	First Vice President
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Assistant Vice President
	SOVEREIGN BANK, as Lender
	By:	/s/ Xxxx Xxxxxx
		Name:	Xxxx Xxxxxx
		Title:	Senior Vice President

	SUMITOMO MITSUI BANKING CORPORATION, as Lender
	By:	/s/ Xxxxx X. Xxxx
		Name:	Xxxxx X. Xxxx
		Title:	Senior Vice President
	THE SUMITOMO TRUST AND BANKING CO., LTD., NEW YORK BRANCH, as Lender
	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name:	Xxxxxxxxx X. Xxxxx
		Title:	Vice President
	SUNAMERICA LIFE INSURANCE COMPANY, as Lender By: AIG Global Investment Corp., Inc, its Investment Advisor
	By:	/s/ W. Xxxxxxx Xxxxxx
		Name:	W. Xxxxxxx Xxxxxx
		Title:	Managing Director
	SUNTRUST BANK, as Lender
	By:	/s/ M. Xxxx Xxxxxxxx
		Name:	M. Xxxx Xxxxxxxx
		Title:	Vice President

	UBS AG, STAMFORD BRANCH, as Lender
	By:	/s/ Xxxxxxxx Xxxxxxx
		Name:	Xxxxxxxx Xxxxxxx
		Title:	Associate Director, Banking Products Services, US
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Associate Director, Banking Products Services, US
	UNION BANK OF CALIFORNIA, N.A., as Lender
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Assistant Vice President
	UNITED FCS, PCA (f/k/a FARM CREDIT SERVICES OF MINNESOTA VALLEY, PCA) d/b/a FCS COMMERCIAL FINANCE GROUP, as Lender
	By:	/s/ M. Xxxx Xxxxxxx
		Name:	Xxxx Xxxxxxx
		Title:	Assistant Vice President

	UNITED OVERSEAS BANK LIMITED, NEW YORK, as Lender
	By:	/s/ Xxxxxx Xxx
		Name:	Xxxxxx Xxx
		Title:	SVP & GM
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	AVP
	U.S. AGBANK, FCB, as Disclosed Agent
	By:	/s/ Xxxx X. Xxxxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxxxx
		Title:	Vice President
	U.S. BANK NATIONAL ASSOCIATION, as Lender
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Vice President
	VERITAS CLO I, LTD, as Lender
	By:	/s/ Xxxx X. Xxxxxxxx
		Name:	Xxxx X. Xxxxxxxx
		Title:	Attorney-in-Fact
	VERITAS CLO II, LTD, as Lender
	By:	/s/ Xxxx X. Xxxxxxxx
		Name:	Xxxx X. Xxxxxxxx
		Title:	Attorney-in-Fact

	VITESSE CLO LTD., as Lender By: TCW Advisors as its Portfolio Manager
	By:	/s/ Xxxxx X. Xxxxxxx
		Name:	Xxxxx X. Xxxxxxx
		Title:	Vice President
	By:	/s/ Xxx Xxxxxxxxx
		Name:	Xxx Xxxxxxxxx
		Title:	Senior Vice President
	WACHOVIA BANK, NATIONAL ASSOCIATION, as Lender
	By:	/s/ Xxxx Xxx
		Name:	Xxxx Xxx
		Title:	Vice President
	XXXXX FARGO BANK N.A., as Lender
	By:	/s/ Xxxxxxxxx Xxxxxxxxx
		Name:	Xxxxxxxxx Xxxxxxxxx
		Title:	Senior Vice President

	WESTLB AG, NEW YORK BRANCH, as Lender
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	Director
	By:	/s/ Xxxxxxx XxXxxxx
		Name:	Xxxxxxx XxXxxxx
		Title:	Manager
	WILLOW FINANCIAL BANK, as Lender
	By:	/s/ Xxxx X. Xxxxxxxxx
		Name:	Xxxx X. Xxxxxxxxx
		Title:	Vice President
	YORKVILLE CBNA LOAN FUNDING LLC, for itself or as agent for YORKVILLE CFPI LOAN FUNDING LLC, as Lender
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Attorney-in-Fact

CONSENT

          Dated as of April 25, 2008

                         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 (as amended, 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/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title: Executive Vice President, Administration and Chief Financial Officer
	STAR-XXXX SAMOA, INC.
	By:	/s/ Xxxxx X. Xxxxxx
	Name: Xxxxx X. Xxxxxx
	Title: President

	MARINE TRADING PACIFIC, INC.
	By:	/s/ Xxxxx X. Xxxxxx
	Name: Xxxxx X. Xxxxxx
	Title: President
	THE MEOW MIX COMPANY, LLC By: Del Monte Corporation, its sole member
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title: Executive Vice President, Administration and Chief Financial Officer
	MEOW MIX DECATUR PRODUCTION I, LLC By: Del Monte Corporation, its sole member
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title: Executive Vice President, Administration and Chief Financial Officer