THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 28, 2011

 

Dated as of March 28, 2011

 

This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is by and among FRESH DEL MONTE PRODUCE INC., a Cayman Island company (“Fresh Produce”), DEL MONTE FRESH PRODUCE N.A., INC., a Florida corporation (“Fresh N.A.”), DEL MONTE FRESH PRODUCE INTERNATIONAL, INC., a Liberian corporation (“Fresh International”), FRESH DEL MONTE SHIP HOLDINGS LTD., a Cayman Island company (“Ship Holdings”), DEL MONTE B.V. (f/k/a Del Monte Fresh Produce B.V.), a Netherlands corporation (“DMBV”), DEL MONTE (UK) LIMITED, an English limited company (“Fresh U.K.”), DEL MONTE FOODS INTERNATIONAL LIMITED, an English limited company (“Foods International”), DEL MONTE INTERNATIONAL, INC., a Panama corporation (“Del Monte International”), DEL MONTE EUROPE LIMITED, an English limited company (“Del Monte Europe”), DEL MONTE FUND B.V., a Netherlands Antilles company (“Fund BV”), DEL MONTE INTERNATIONAL GMBH, a Swiss limited liability company (“DMG”), and NETWORK SHIPPING LTD., a Bermuda company (“Network”; Fresh Produce, Fresh N.A., Fresh International, Ship Holdings, DMBV, Fresh U.K., Foods International, Del Monte International, Del Monte Europe, Fund BV, DMG and Network are referred to herein collectively as the “Borrowers” and each individually as a “Borrower”); the entities identified as “Guarantors” on the signature pages hereof (each a “Guarantor” and collectively, the “Guarantors”); the banks and other lending institutions listed on the signature pages hereof as Lenders (the “Lenders”); and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as administrative agent for the Lenders (the “Administrative Agent”).

 

 

WHEREAS:

 

(1)           The Borrowers, the Administrative Agent, the Guarantors and the Lenders are parties to that certain Second Amended and Restated Credit Agreement dated as of July 17, 2009 (the “Credit Agreement”).

 

(2)           The Borrowers have requested that certain terms and conditions of the Credit Agreement be amended and the Administrative Agent and the Lenders have agreed to the requested amendments, on the terms and conditions set forth herein.

 

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree that all capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement, and further agree as follows:

 

Section 1.         Amendments.

 

 

Level	Leverage Ratio	Applicable Margin for LIBO Rate Advances	Applicable Margin for Base Rate Advances	Applicable Margin for Unused Commitment
1	Greater than or equal to 2.75 to 1.00	2.500%	1.500%	0.500%
2	Less than 2.75 to 1.00, but greater than or equal to 2.25 to 1.00	2.250%	1.250%	0.375%
3	Less than 2.25 to 1.00, but greater than or equal to 1.50 to 1.00	2.000%	1.000%	0.375%
4	Less than 1.50 to 1.00, but greater than or equal to 1.00 to 1.00	1.750%	0.750%	0.250%
5	Less than 1.00 to 1.00	1.500%	0.500%	0.250%

 

Section 2.         Representations and Warranties.  Each Borrower and Guarantor represents and warrants as follows:

 

 

 

 

 

 

 

 

 

 

Section 4.         Reference to and Effect on the Credit Agreement.

 

 

 

 

 

 

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duty authorized, as of the date first above written.

BORROWERS:	FRESH DEL MONTE PRODUCE INC.
	By:
		Name:
		Title:
	DEL MONTE FRESH PRODUCE N.A., INC.
	By:
		Name:
		Title:
	DEL MONTE FRESH PRODUCE
	INTERNATIONAL, INC.
	By:
		Name:
		Title:
	FRESH DEL MONTE SHIP HOLDINGS LTD.
	By:
		Name:
		Title:

 

	DEL MONTE B.V.
	By:
		Name:
		Title:
	DEL MONTE (UK) LIMITED
	By:
		Name:
		Title:
	DEL MONTE FOODS INTERNATIONAL
	LIMITED
	By:
		Name:
		Title:
	DEL MONTE INTERNATIONAL, INC.
	By:
		Name:
		Title:
	DEL MONTE EUROPE LIMITED
	By:
		Name:
		Title:

 

	DEL MONTE FUND B.V.
	By:
		Name:
		Title:
	NETWORK SHIPPING LTD.
	By:
		Name:
		Title:
	DEL MONTE INTERNATIONAL GMBH
	By:
		Name:
		Title:

 

 

	FDM HOLDINGS LIMITED
	By:
		Name:
		Title:
	DEL MONTE B.V.I. LIMITED
	By:
		Name:
		Title:
	CORPORACION DE DESARROLLO
	AGRICOLA DEL MONTE S.A.
	By:
		Name:
		Title:
	COMPAÑIA DE DESARROLLO BANANERO
	DE GUATEMALA, S.A.
	By:
		Name:
		Title:
	DEL MONTE FRESH PRODUCE (ASIA-
	PACIFIC) LIMITED
	By:
		Name:
		Title:

 

 

	FRESH DEL MONTE PRODUCE N.V.
	By:
		Name:
		Title:
	WAFER LIMITED
	By:
		Name:
		Title:
	FRESH DEL MONTE JAPAN COMPANY LTD.
	By:
		Name:
		Title:
	DEL MONTE FRESH PRODUCE (CHILE) S.A..
	By:
		Name:
		Title:
	DEL MONTE FRESH PRODUCE INVESTMENT
	(CHILE) CORP.
	By:
		Name:
		Title:
	CLAVERTON LIMITED
	By:
		Name:
		Title:

 

 

ADMINISTRATIVE AGENT AND
LENDERS:	COÖPERATIEVE CENTRALE RAIFFEISEN-
	BOERENLEENBANK B.A., “RABOBANK
	NEDERLAND”, NEW YORK BRANCH, as
	Administrative Agent and a Lender
	By:
		Name:
		Title:
	By:
		Name:
		Title:
	AGFIRST FARM CREDIT BANK, as a Lender
	By:
		Name:
		Title:
	SUNTRUST BANK, as a Lender
	By:
		Name:
		Title:
	FARM CREDIT SERVICES OF MID-AMERICA,
	PCA, as a Lender
	By:
		Name:
		Title:

 

 

	ING CAPITAL LLC, as a Lender
	By:
		Name:
		Title:
	U.S. AGBANK, FCB, as a Lender
	By:
		Name:
		Title:
	U.S. BANK NATIONAL ASSOCIATION, as a
	Lender
	By:
		Name:
		Title:
	BANK OF AMERICA, N.A., as a Lender
	By:
		Name:
		Title:
	COBANK, ACB, as a Lender
	By:
		Name:
		Title:

 

 

	FARM CREDIT BANK OF TEXAS, as a Lender
	By:
		Name:
		Title:
	FARM CREDIT WEST, PCA, as a Lender
	By:
		Name:
		Title:
	GREENSTONE FARM CREDIT SERVICES
	ACA/FCLA, as a Lender
	By:
		Name:
		Title:
	1ST FARM CREDIT SERVICES, PCA, as a
	Lender
	By:
		Name:
		Title:
	JPMORGAN CHASE BANK, N.A., as a Lender
	By:
		Name:
		Title:

 

 

	AMERICAN AGCREDIT, PCA, as a Lender
	By:
		Name:
		Title:
	FARM CREDIT SERVICES OF AMERICA, PCA,
	as a Lender
	By:
		Name:
		Title:
	REGIONS BANK, as a Lender
	By:
		Name:
		Title:
	FARM CREDIT SERVICES OF THE
	MOUNTAIN PLAINS, PCA, as a Lender
	By:
		Name:
		Title:
	UNITED FCS, PCA d/b/a FCS COMMERCIAL
	FINANCE GROUP, as a Lender
	By:
		Name:
		Title:

 

	TD BANK, N.A., as a Lender
	By:
		Name:
		Title:
	WELLS FARGO BANK, NATIONAL
	ASSOCIATION, as a Lender
	By:
		Name:
		Title:
	BANK OF MONTREAL, as a Lender
	By:
		Name:
		Title: