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