AMENDMENT NO. 1 TO THE CREDIT AGREEMENT

EXHIBIT 10.1

EXECUTION COPY

AMENDMENT NO. 1 TO THE
CREDIT AGREEMENT

Dated as of January 20, 2006

          AMENDMENT NO. 1 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 Xxxxxxx Senior Funding, Inc., as Syndication Agent and JPMorgan Chase Bank, N.A., Xxxxxx Trust and Savings Bank and Suntrust Bank, as Co-Document Agents have entered into a Credit Agreement dated as of February 8, 2005 (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. The Credit Agreement is, effective as of the date hereof 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:

     “Major Disposition” has the meaning specified in Section 2.05(b).

     “Approved Bank” has the meaning specified in the definition of “Cash Equivalents”.

     (b) Section 1.01 is further amended to substitute for the definition of “Cash Equivalents” set forth therein the following:

     “ “Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries: (a) obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than three years from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof; (b) deposits, time deposits, eurodollar time deposits or overnight bank deposits with, or certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or an

Affiliate of a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, or under the laws of a foreign country (or political subdivision thereof) in which a Subsidiary making such deposits operates its business and (ii) (A) has combined capital and surplus of at least $250,000,000, (B) whose senior unsecured debt is rated at least A-1 by S&P and at least P-1 by Xxxxx’x; or (C) has a short-term commercial paper rating (at the time of acquisition of such security) by S&P of at least “A-1” or the equivalent thereof (each commercial bank referred to in this clause (b), being an “Approved Bank”); (c) deposits, time deposits, eurodollar time deposits or overnight bank deposits with, or certificates of deposit or bankers’ acceptances of any commercial bank that is organized under the laws of a foreign country but is not an Approved Bank to the extent deposits with such foreign bank do not exceed $1,000,000 outstanding at any time and the aggregate amount of all deposits made pursuant to this clause (c) does not exceed $5,000,000 outstanding at any time; (d) commercial paper and variable or fixed rate notes issued by any Approved Bank or by the parent company of any Approved Bank, (e) commercial paper and variable rate notes issued by, or guaranteed by, any industrial or financial company with a short-term commercial paper rating (at the time of acquisition of such security) of at least “A-1” or the equivalent thereof by S&P or at least “P-1” or the equivalent thereof by Xxxxx’x, or issued by, or guaranteed by any industrial company with a long-term unsecured debt rating (at the time of acquisition of such security) of at least “AA” or the equivalent thereof by S&P or at least “Aa” or the equivalent thereof by Xxxxx’x and in each case maturing within one year after the date of acquisition; (f) commercial paper in an aggregate amount of no more than $2,000,000 per issuer and not more than $10,000,000 in the aggregate outstanding at any time issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-2” (or the then equivalent grade) by Xxxxx’x or at least “A-2” (or the then equivalent grade) by S&P, or carrying an equivalent rating by a nationally recognized rating agency if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, in each case with maturities of not more than 180 days from the date of acquisition thereof; (g) repurchase obligations of any Approved Bank, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (h) repurchase agreements with any Lender or any primary dealer maturing within one year from the date of acquisition that are fully collateralized by investment instruments that would otherwise be Cash Equivalents; provided that the terms of such repurchase agreements comply with the guidelines set forth in the “Federal Financial Institutions Examination Council Supervisory Policy — Repurchase Agreements of Depository Institutions With Securities Dealers and Others, as adopted by the Comptroller of the Currency on October 31, 1985”; (h) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory , political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Xxxxx’x; (i) securities with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any Approved Bank; (j) obligations of other Persons with maturities of two years or less from the date of acquisition, rated at least AA by S&P and Aa2 by Xxxxx’x; and (k) shares

of money market mutual or similar funds which invest at least 95% of their assets in securities or other investments satisfying the requirements of clauses (a) through (j) of this definition.”

     (c) Section 2.03(i) is amended by substituting for the phrase “first Business Day after the end of each January, April, July and October” where it appears therein the phrase “last Business Day of each January, April, July and October”.

     (d) Clause (b)(i) of Section 2.05 is amended to read in full as follows:

(i) If Holdings or any of its Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets permitted by Sections 7.05(a) through (i) and (l) and (m)) which in the aggregate 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 to be determined by an estimate made in good faith by a Responsible Officer), in excess of 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 of Holdings and its Subsidiaries has been prepared, in any fiscal year, then:

(A) with respect to any such Disposition that is consummated on or prior to July 30, 2006 and 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 $50,000,000 (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 20% 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;

(B) with respect to any such Disposition that does not qualify as a Major Disposition, the Borrower shall prepay, within 180 days of the date of such Disposition, an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to such date (or, in the case of a Disposition permitted by Section 7.05(k), 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); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(i)(B) (other than Dispositions pursuant to Section 7.05(k)), at the option of the Borrower, and as an alternative to the prepayment requirement set forth in this Section 2.05(b)(i)(B), Holdings or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in fixed or capital assets to be used in the business of the Borrower and its Subsidiaries so long as such Net Cash Proceeds are used or committed to be so used within 12 months after the Disposition giving rise to the obligations under this Section 2.05(b)(i)(B);

     (e) Clause (j)(ii) of Section 7.05 is amended in full to read as follows:

“(ii)(A) during the time period beginning October 31, 2005 to and including July 30, 2006, the EBITDA for the Measurement Period immediately preceding the consummation of such Disposition attributable to any property Disposed of in reliance on this Section 7.05(j) shall not exceed, with respect to one or more Dispositions made during such time period in reliance on this Section 7.05(j), 15% of EBITDA of Holdings for the Measurement Period ending on May 1, 2005 (with the EBITDA for each such Disposition being determined by the EBITDA attributable to the applicable property for the Measurement Period immediately preceding the consummation of such Disposition) and (B) from and after July 31, 2006, the aggregate fair market value of all property Disposed of on or after such date in reliance on this Section 7.05(j) shall not exceed $100,000,000; provided, that for purposes of this clause (B), the determination of the fair market value of property Disposed of with respect to any Disposition shall be as determined in good faith by a Responsible Officer as of the date of execution of a definitive agreement for such Disposition (whether or not such Disposition is subject to the satisfaction of any conditions), or, if no such agreement is executed with respect to such Disposition, the date of consummation thereof; and”.

     (f) Clause (e) of Section 7.06 is amended in full to read as follows:

“so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may pay dividends to Holdings in an aggregate amount not to exceed (i) prior to October 31, 2005, in an aggregate amount not to exceed the sum of (A) $125,000,000 plus (B) 50% of Consolidated Net Income of Holdings determined on a cumulative basis from the beginning of fiscal year 2005 and (ii) on and after October 31, 2005, in an aggregate amount not to exceed the sum of (A) $195,000,000 plus (B) 50% of Consolidated Net Income of Holdings determined on a cumulative basis from October 31, 2005 plus (C) at such time as no more than $25,000,000 in principal amount of Existing Subordinated Notes remains outstanding, $110,000,000; provided that notwithstanding the foregoing, no dividend payment shall be permitted hereunder if the making of such dividend payment would at the time of such payment violate Section 4.10 of the Existing Subordinated Note Indenture or Section 4.10 of the New Subordinated Note Indenture:”.

     (g) Clause (g) of Section 7.06 is amended to substitute the words “Section 7.02(m)” for the existing language “Section 7.02(n)” in the fourth line thereof.

     (h) 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
Closing Date through January 28, 2007		3.75:1.00
April 29, 2007 through February 1, 2009		3.50:1.00
May 3, 2009 and each fiscal quarter thereafter		3.25:1.00 ”.

          SECTION 2. Conditions of Effectiveness. This Amendment shall become effective as of the date first above written when, and only when, the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment and the consent attached hereto executed by each Guarantor. 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.

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

          SECTION 4. Costs and Expenses The Borrower 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 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.

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          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/ Xxxxxx X. Xxxxxxx
				Name: Xxxxxx X. Xxxxxxx
				Title: Senior Vice President and Treasurer
		DEL MONTE FOODS COMPANY
		By		/s/ Xxxxxx X. Xxxxxxx
				Name: Xxxxxx X. Xxxxxxx
				Title: Senior Vice President and Treasurer

		Bank of America, N.A., as Administrative Agent and
		as Lender
		By:		/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title: Senior Vice President
		PPM America, Inc., as Attorney-in-fact, on behalf of
		Xxxxxxx National Life Insurance Company
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Managing Director
		PPM America, Inc., as Collateral Manager, on behalf
		of Tuscany CDO, Limited
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Managing Director
		ING Capital LLC, as Lender
		By:		/s/ Xxxxx X. Xxxxx
				Name: Xxxxx X. Xxxxx
				Title: Director

		CoBank, ACB, as Lender
		By:		/s/ Xxxx X. X’Xxxxxxxx
				Name: Xxxx X. X’Xxxxxxxx
				Title: Senior Vice President
		Union Bank of California, N.A., as Lender
		By:		/s/ Xxxxx Xxxxxxx
				Name: Xxxxx Xxxxxxx
				Title: Vice President
		The Bank of New York, as Lender
		By:		/s/ Xxxxxxxxx X. Xxxx
				Name: Xxxxxxxxx X. Xxxx
				Title: Vice President
		Babson Capital Management LLC, as Collateral
		Manager, on behalf of Massachusetts Mutual Life
		Insurance Company, as Lender
		By:		/s/ Xxxxx X. Xxxxx
				Name: Xxxxx X. Xxxxx, CFA
				Title: Managing Director

Del Monte Amendment No.1

		Babson Capital Management LLC, as Collateral
		Manager, on behalf of Babson CLO Ltd. 2004-II,
		as Lender
		By:		/s/ Xxxxx X. Xxxxx
				Name: Xxxxx X. Xxxxx, CFA
				Title: Managing Director
		BNP Paribas, as Lender
		By:		/s/ Xxxxxxxxx Xxxxx
				Name: Xxxxxxxxx Xxxxx
				Title: Director
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Managing Director
		INVESCO Senior Secured Management, Inc., as
		Asset Manager, on behalf of Avalon Capital Ltd. 3,
		as Lender
		By:		/s/ Xxxxxx Xxxxxxx
				Name: Xxxxxx Xxxxxxx
				Title: Authorized Signatory
		INVESCO Senior Secured Management, Inc., as
		Investment Advisor, on behalf of Charter View
		Portfolio, as Lender
		By:		/s/ Xxxxxx Xxxxxxx
				Name: Xxxxxx Xxxxxxx
				Title: Authorized Signatory

Del Monte Amendment No.1

		INVESCO Senior Secured Management, Inc., as
		Investment Adviser, on behalf of Diversified Credit
		Portfolio, Ltd., as Lender
		By:		/s/ Xxxxxx Xxxxxxx
				Name: Xxxxxx Xxxxxxx
				Title: Authorized Signatory
		INVESCO Senior Secured Management, Inc., as
		Sub-Adviser, on behalf of AIM Floating Rate Fund,
		as Lender
		By:		/s/ Xxxxxx Xxxxxxx
				Name: Xxxxxx Xxxxxxx
				Title: Authorized Signatory
		INVESCO Senior Secured Management, Inc., as
		Asset Manager, on behalf of Saratoga CLO I,
		Limited, as Lender
		By:		/s/ Xxxxxx Xxxxxxx
				Name: Xxxxxx Xxxxxxx
				Title: Authorized Signatory
		Boston Management and Research, as Investment
		Advisor, on behalf of Senior Debt Portfolio, as
		Lender
		By:		/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title: Vice President

Del Monte Amendment No.1

		Xxxxx Xxxxx Management, as Investment Advisor,
		on behalf of Xxxxx Xxxxx Senior Income Trust, as
		Lender
		By:		/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title: Vice President
		Xxxxx Xxxxx Management, as Investment Advisor,
		on behalf of Xxxxx Xxxxx Institutional Senior Loan
		Fund, as Lender
		By:		/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title: Vice President
		Xxxxx Xxxxx Management, as Investment Advisor,
		on behalf of Xxxxx Xxxxx CDO III, Ltd., as Lender
		By:		/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title: Vice President
		Xxxxx Xxxxx Management, as Investment Advisor,
		on behalf of Costantinus Xxxxx Xxxxx CDO V, Ltd.,
		as Lender
		By:		/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title: Vice President

Del Monte Amendment No.1

		Xxxxx Xxxxx Management, as Investment Advisor,
		on behalf of Xxxxx Xxxxx CDO VI, Ltd., as Lender
		By:      /s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title: Vice President
		Boston Management and Research, as Investment
		Advisor, on behalf of Xxxxxxx & Co., as Lender
		By:		/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title: Vice President
		Xxxxx Xxxxx Management, as Attorney-in-fact,
		through State Street Bank and Trust Company N.A.
		as Fiduciary Custodian, on behalf of The
		Norinchukin Bank, New York Branch, as Lender
		By:		/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title: Vice President
		Xxxxx Xxxxx Management, as Investment Adviser,
		on behalf of Xxxxx Xxxxx Limited Duration Income
		Fund, as Lender
		By:		/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title: Vice President
		Xxxxx Xxxxx Management, as Investment Adviser,
		on behalf of Tolli & Co., as Lender
		By:		/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title: Vice President

Del Monte Amendment No.1

		Xxxxx Xxxxx Management, as Investment Adviser,
		on behalf of Xxxxx Xxxxx Senior Floating-Rate
		Trust, as Lender
		By:		/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title: Vice President
		Xxxxx Xxxxx Management, as Investment Adviser,
		on behalf of Xxxxx Xxxxx Floating-Rate Income
		Trust, as Lender
		By:		/s/ Xxxxxxx X. Xxxxxxx
				Name: Xxxxxxx X. Xxxxxxx
				Title: Vice President
		National City Bank, as Lender
		By:		/s/ Xxxxxxx X. Xxxxxxxxx
				Name: Xxxxxxx X. Xxxxxxxxx
				Title: Vice President
		Xxxxx Fargo Bank, N.A., as Lender
		By:		/s/ Xxxxxxxxx Xxxxxxxxx
				Name: Xxxxxxxxx Xxxxxxxxx
				Title: Vice President
		UBS AG, Stamford Branch, as Lender
		By:		/s/ Xxxx X. Xxxx
				Name: Xxxx X. Xxxx
				Title: Associate Director, Banking Products           Services, US
		By:		/s/ Xxxxx Xxxxxxxxxx
				Name: Xxxxx Xxxxxxxxxx
				Title: Director, Banking Products Services, US

Del Monte Amendment No.1

		Xxxxxx X.X., as successor by merger to Xxxxxx Trust
		and Savings Bank, as Lender
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Vice President
		Bayerische Landesbank, New York Branch, as Lender
		By:		/s/ Xxxxxx Xxxxxx
				Name: Xxxxxx Xxxxxx
				Title: Vice President
		By:		/s/ Xxxxxx Xxxxxxxx
				Name: Xxxxxx Xxxxxxxx
				Title: Senior Vice President
		Commerzbank AG, New York and Grand Cayman
		Branches, as Lender
		By:		/s/ Xxxxx Xxxxx
				Name: Xxxxx Xxxxx
				Title: AVP
		By:		/s/ Yangling J. Si
				Name: Yangling J. Si
				Title: AVP
		Wachovia Bank, National Association, as Lender
		By:		/s/ Xxxx Xxx
				Name: Xxxx Xxx
				Title: Assistant Vice President

Del Monte Amendment No.1

		1st Farm Credit Services, PCA, as Lender
		By:		/s/ Xxxx X. Xxxxxxxxxx
				Name: Xxxx X. Xxxxxxxxxx
				Title: VP, Capital Markets Group
		People’s Bank, as Lender
		By:		/s/ Xxxxxx X. Xxxx
				Name: Xxxxxx X. Xxxx
				Title: Vice President
		Farm Credit West, PCA, as Lender
		By:		/s/ Ben Xxxxxxx
				Name: Ben Xxxxxxx
				Title: Asst. Vice President
		JPMorgan Chase Bank, N.A., as Lender
		By:		/s/ Xxxxxxx X. Xxxxxxxx
				Name: Xxxxxxx X. Xxxxxxxx
				Title: Vice President
		HSBC Bank USA, National Association, as Lender
		By:		/s/ Xxxxxx X. Xxxxxxxx
				Name: Xxxxxx X. Xxxxxxxx
				Title: VP & Sr. Relationship Manager

Del Monte Amendment No.1

		Farm Credit Services of Minnesota Valley, PCA,
		d/b/a FCS Commercial Finance Group, as Lender
		By:		/s/ Xxxx Xxxxxxx
				Name: Xxxx Xxxxxxx
				Title: Commercial Loan Officer
		SunTrust Bank, as Lender
		By:		/s/ Xxxxxx X. Xxxxxxxx
				Name: Xxxxxx X. Xxxxxxxx
				Title: Vice President
		Xxxxxx Xxxxxxx Senior Funding, Inc., as Lender
		By:		/s/ Xxxx Xxxxxx
				Name: Xxxx Xxxxxx
				Title: Vice President
		Firstrust Bank, as Lender
		By:		/s/ Xxxx X. Xxxxxx
				Name: Xxxx X. Xxxxxx
				Title: Senior Vice President

Del Monte Amendment No.1

		RZB Finance LLC, as Lender
		By:		/s/ Xxxx X. Xxxxxxx
				Name: Xxxx X. Xxxxxxx
				Title: First Vice President
		By:		/s/ Xxxxxx Xxxxx
				Name: Xxxxxx 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 Services of Missouri, PCA, as Lender
		By:		/s/ Xxxx Unterreines
				Name: Xxxx Unterreines
				Title: Capital Markets Officer
		Sovereign Bank, as Lender
		By:		/s/ Xxxxxxxx X. Xxxxx
				Name: Xxxxxxxx X. Xxxxx
				Title: Vice President
		Bank of Hawaii, as Lender
		By:		/s/ Xxxxx Xxxxxxxxx
				Name: Xxxxx Xxxxxxxxx
				Title: Vice President

Del Monte Amendment No.1

		Northwest Farm Credit Services, PCA, as Lender
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: Senior Credit Officer
		Comerica West Inc., as Lender
		By:		/s/ Xxx X. Xxxxxxx
				Name: Xxx X. Xxxxxxx
				Title: Corporate Banking Officer
		American AgCredit, PCA, as Lender
		By:		/s/ Xxxx Van Schuyver
				Name: Xxxx Van Schuyver
				Title: Vice President
		Branch Banking and Trust Company, as Lender
		By:		/s/ Xxxxxxx X. Xxxx
				Name: Xxxxxxx A. Bass
				Title: Senior Vice President
		PNC Bank, National Association, as Lender
		By:		/s/ Xxxx XxXxxxxxx
				Name: Xxxx XxXxxxxxx
				Title: Vice President

Del Monte Amendment No.1

		Farm Credit Bank of Texas, as Lender
		By:		/s/ Xxxx Xxxxxxx
				Name: Xxxx Xxxxxxx
				Title: Vice President
		Oak Brook Bank, as Lender
		By:		/s/ Xxxxx Xxxxxx
				Name: Xxxxx Xxxxxx
				Title: VP
		GreenStone Farm Credit Services, ACA/FLCA, as Lender
		By:		/s/ Xxx Xxxxxxx
				Name: Xxx Xxxxxxx
				Title: AVP-Lending Officer
		Mizuho Corporate Bank, Ltd., as Lender
		By:		/s/ Xxxxxx Xxxxxxxxx
				Name: Xxxxxx Xxxxxxxxx
				Title: Senior Vice President
		AgFirst Farm Credit Bank, as Lender
		By:		/s/ Xxxxxxx Xxxxxx
				Name: Xxxxxxx Xxxxxx
				Title: Vice President

Del Monte Amendment No.1

		Protective Life Insurance Company, as Lender
		By:		/s/ Xxxxx X. Black
				Name: Xxxxx X. Black
				Title: Vice President
		Dresdner Bank AG, New York and Grand Cayman
		Branches, as Lender
		By:		/s/ Xxxxx X. Xxxxx
				Name: Xxxxx X. Xxxxx
				Title: Managing Director
		By:		/s/ Xxxxxx X. Xxxxx
				Name: Xxxxxx X. Xxxxx
				Title: Director
		U.S. Bank National Association, as Lender
		By:		/s/ Xxxx Xxxxxxx
				Name: Xxxx Xxxxxxx
				Title: Senior Vice President
		Erste Bank, as Lender
		By:		/s/ Xxxx Xxxxxxx
				Name: Xxxx Xxxxxxx
				Title: Director, New York Branch
		By:		/s/ Xxxxxxx X. Xxxxxxxx
				Name: Xxxxxxx X. Xxxxxxxx
				Title: Vice President, New York Branch

Del Monte Amendment No.1

		Farm Credit Services of America, PCA, as Lender
		By:		/s/ Xxxx Xxxxx
				Name: Xxxx Xxxxx
				Title: Vice President
		U.S. AgBank, FCB, as Lender
		By:		/s/ Xxxx Xxxxxxxxxxx
				Name: Xxxx Xxxxxxxxxxx
				Title: Vice President
		Guaranty Bank, as Lender
		By:		/s/ Xxxxxxx Xxxxxxxxxxxx
				Name: Xxxxxxx Xxxxxxxxxxxx
				Title: Vice President
		Cooperatieve Centrale Raiffeisen-Boerenleenbank
		B.A. “Rabobank International” New York Branch, as
		Lender
		By:		/s/ Xxxxxxxx Xxxxxx
				Name: Xxxxxxxx Xxxxxx
				Title: Managing Director
		By:		/s/ Xxxxxxx X. Xxxxxx
				Name: Xxxxxxx X. Xxxxxx
				Title: Executive Director

Del Monte Amendment No.1

		General Electric Capital Corporation, as Lender
		By:		/s/ Xxxxxx X. Xxxxx
				Name: Xxxxxx X. Xxxxx
				Title: Duly Authorized Signatory

Del Monte Amendment No.1

CONSENT

Dated as of January 20, 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/ Xxxxxx X. Xxxxxxx
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Senior Vice President and Treasurer
		STAR-XXXX SAMOA, INC.
		By:		/s/ Xxxxxx X. Xxxxxxx
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Vice President, Chief Financial Officer and
				Treasurer

Del Monte Amendment No.1

		MARINE TRADING PACIFIC, INC.
		By:		/s/ Xxxxxx X. Xxxxxxx
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Vice President, Chief Financial Officer and
				Treasurer
		STAR-XXXX MAURITIUS, INC.
		By:		/s/ Xxxxxx X. Xxxxxxx
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Vice President, Chief Financial Officer and
				Treasurer.

Del Monte Amendment No.1