0000950149-04-000318 Sample Contracts

AMENDMENT AND WAIVER NO. 3 TO THE CREDIT AGREEMENT AND AMENDMENT NO. 1 TO THE DMFC GUARANTY
Credit Agreement • February 9th, 2004 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York

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 GUARA

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