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, Lehman Commercial Paper Inc. and Goldman Sachs Credit Partners L.P, as Co-Syndication Agents, and Harris 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.

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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.

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.