LETTER AMENDMENT AND WAIVER Dated as of March 19, 2003Letter Amendment and Waiver • July 22nd, 2003 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
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, a
LETTER AMENDMENT AND WAIVER NO. 2 Dated as of April 23, 2003Credit Agreement • July 22nd, 2003 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
We refer to the Credit Agreement dated as of December 20, 2002 (as amended by the Letter Amendment and Waiver dated March 19, 2003, the “Credit Agreement”; capitalized terms used herein and not otherwise defined being used herein as therein defined) 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 U
SUBSIDIARY GUARANTY Dated as of December 20, 2002 From THE GUARANTORS NAMED HEREIN and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREINSubsidiary Guaranty • July 22nd, 2003 • Del Monte Foods Co • Canned, fruits, veg, preserves, jams & jellies • New York
SUBSIDIARY GUARANTY dated as of December 20, 2002 made by the Persons listed on the signature pages hereof under the caption “Guarantor” and the Additional Guarantors (as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, each a “Guarantor”) in favor of the Secured Parties (as defined in the Credit Agreement referred to below).
