EX-4.15 1st Amendment to Restated Credit Agreement



 





Exhibit 4.15




FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT

AGREEMENT




Effective as of January 27, 2004




     This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”) 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”) and FRESH DEL MONTE SHIP HOLDINGS LTD., a
Cayman Island company (“Ship Holdings”) (Fresh Produce, Fresh N.A., Fresh
International, and Ship Holdings 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
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”,
NEW YORK BRANCH (“Rabobank”), as administrative agent for the Lenders (the
“Administrative Agent”).



PRELIMINARY STATEMENTS:




     (1) The Borrowers, the Administrative Agent, and the Lenders are parties
to that certain Amended and Restated Credit Agreement dated as of March 21,
2003 (as
amended, restated, modified or supplemented from time to time prior to the
date hereof,
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. Amendment to Section 1.1 of the Credit Agreement. Section 1.1
of the Credit Agreement, Certain Defined Terms, is hereby amended by deleting
the pricing grid contained in the definition of “Applicable Margin” in its
entirety and substituting in lieu thereof the following:



 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Applicable	 	Applicable
	 	 	 	 	Applicable	 	Margin for	 	Margin for
	 	 	 	 	Margin for LIBO	 	Base Rate	 	Unused
	Level
	 	Leverage Ratio
	 	Rate Advances
	 	Advances
	 	Commitment

	1

	 	Greater than or equal to 3.00 to
1.00
	 	 	2.750	%	 	 	1.500	%	 	 	0.500	%
	2

	 	Less than 3.00 to 1.00, but greater
than or equal to 2.50 to 1 .00
	 	 	2.400	%	 	 	1.150	%	 	 	0.500	%
	3

	 	Less than 2.50 to 1 .00, but greater
than or equal to 2.00 to 1 .00
	 	 	2.250	%	 	 	1.000	%	 	 	0.450	%
	4

	 	Less than 2.00 to 1.00, but greater
than or equal to 1.50 to 1.00
	 	 	2.000	%	 	 	0.750	%	 	 	0.400	%
	5

	 	Less than 1.50 to 1.00, but greater
than or equal to 1 .00 to 1 .00
	 	 	1.750	%	 	 	0.500	%	 	 	0.350	%
	6

	 	Less than 1.00 to 1.00, but greater
than or equal to 0.50 to 1 .00
	 	 	1.500	%	 	 	0.250	%	 	 	0.275	%
	7

	 	Less than 0.50 to 1.00
	 	 	1.250	%	 	 	0.000	%	 	 	0.225	%
	8

	 	Senior Debt Rating of BBB (by
S&P) and Baa2 (by Moody’s) or
higher
	 	 	1.125	%	 	 	0.00	%	 	 	0.225	%







     Section 2. Representations and Warranties. Each of Fresh Produce and the other Borrowers represents and warrants as follows :



     (a) The execution, delivery and performance by each Borrower of this Amendment and the other
transaction contemplated hereby, are within such Borrower’s corporate powers, have been duly authorized by all necessary corporate
action, and do not (i) contravene such Borrower’s charter or by-laws; (ii) violate any law (including, without limitation, the Securities
Exchange Act of 1934, the Racketeer influenced and Corrupt Organization Chapter of the Organized Crime Control Act of 1970 and any
similar statute), rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve
System), order, writ, judgment, injunction, decree, determination or award; (iii) conflict with or result in the breach of, or constitute a default



-2-









 




under, any contract, loan agreement, indenture, mortgage, deed of trust, lease
or other instrument binding on or affecting any Borrower, any of its
Subsidiaries or any of their properties; or (iv) except for the Liens created
under the Security Documents, result in or require the creation or imposition
of any Lien upon or with respect to any of the properties of any Borrower or
any of its Subsidiaries.




     (b) No authorization or approval or other action by, and no notice to or
filing
with, any Governmental Authority or regulatory body or any other third
party is required
for the due execution, delivery, recordation, filing or performance by any
Borrower of
this Amendment and each other Loan Document contemplated hereby to which
it is or is
to be a party, or for the consummation of the transactions contemplated
hereby.



     (c) This Amendment and each other document required to be delivered by a
Borrower hereunder has been duly executed and delivered by each Borrower
thereto, and
constitutes the legal, valid and binding obligation of each Borrower
thereto, enforceable
against such Borrower in accordance with its terms, subject to applicable
bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
creditors’ rights generally.



     (d) The representations and warranties contained in Article 4 of the
Credit
Agreement, and in each of the Loan Documents, are correct in all material
respects on
and as of the date hereof as though made on and as of such date, other
than any such
representations and warranties that, by their terms, expressly refer to an
earlier date.



     (e) No event has occurred and is continuing which constitutes an Event of
Default or would constitute an Event of Default but for the requirement
that notice be
given or time elapse or both.



     Section 3. Conditions Precedent to Effectiveness of this Amendment. This
Amendment shall be effective as of the date first set forth above when the
Administrative Agent shall have received, in form and substance satisfactory
to it:



          (a) This Amendment, duly executed by the Borrowers, the Guarantors,
the Administrative Agent and all of the Lenders; and



          (b) Such other documents, instruments, and information executed
and/or delivered by the Borrowers as the Administrative Agent may
reasonably request.



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



     (a) Upon the effectiveness of this Amendment as set forth in Section 3
hereof, on and after the date hereof, each reference in the Credit Agreement
to “this Agreement”, “hereunder”, “hereof, “herein” or words of like import
shall mean and be a reference to the Credit Agreement as amended hereby, and
each reference in the Notes and the other
Loan Documents to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.



-3-









 








     (b) Except as specifically amended above, the Credit Agreement shall
remain
in full force and effect and is hereby ratified and confirmed in all
respects.



     (c) The execution, delivery and effectiveness of this Amendment shall not
except as expressly provided herein, operate as a waiver of any right,
power or remedy of
the Lenders under the Credit Agreement, nor constitute a waiver of any
provision of the
Credit Agreement.



     Section 5. Costs, Expenses and Taxes. The Borrowers agree, jointly and
severally, to pay on demand all costs and expenses of the Administrative Agent
in connection with the preparation, execution and delivery of this Amendment
and the other instruments and documents to be delivered hereunder (including,
without limitation, the reasonable fees and out-of-pocket expenses of counsel
for the Administrative Agent with respect thereto). In addition, the Borrowers
agree, jointly and severally, to pay any and all stamp and other taxes payable
or determined to be payable in connection with the execution and delivery of
this Amendment and the other instruments and documents to be delivered
hereunder, and agree to save the Administrative Agent and the Lenders harmless
from and against any and all liabilities with respect to or resulting from any
delay in paying or omission to pay such taxes.



     Section 6. Affirmation of Guaranty. By executing this Amendment, each
Guarantor hereby acknowledges, consents and agrees that all of its obligations
and liability under its Guaranty Agreement remain in full force and effect,
and that the execution and delivery of this Amendment and any and all
documents executed in connection therewith shall not alter, amend, reduce or
modify its obligations and liability under its Guaranty Agreement.



     Section 7. Execution in Counterparts. This Amendment may be executed in
any number of counterparts, each of which when so executed and delivered shall
be deemed to be an original and all of which taken together shall constitute
but one and the same instrument. Delivery of a signature page hereto by
facsimile transmission shall be as effective as delivery of a manually
executed counterpart hereof.



     Section 8. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.



     Section 9. Final Agreement. This Amendment represents the final agreement
between the Borrowers, the Administrative Agent and the Lenders as to the
subject matter hereof and may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreements of the parties. There are no
unwritten oral agreements between the parties. The Amendment shall constitute
a Loan Document for all purposes.



-4-









 





     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., as Borrower
	 
	 	 	 	 
	

	 	By:
	 	-s- John F. Inserra
	

	 	 	 	
 
	 	 	Title : EXECUTIVE VICE
PRESIDENT & C.F.O.
	 
	 	 	 	 
	 	 	DEL MONTE FRESH PRODUCE
N.A., INC., as Borrower
	 
	 	 	 	 
	

	 	By:
	 	-s- John F. Inserra
	

	 	 	 	
 
	 	 	Title : EXECUTIVE VICE
PRESIDENT & C.F.O.
	 
	 	 	 	 
	 	 	DEL MONTE FRESH PRODUCE INTERNATIONAL, INC., as Borrower
	 
	 	 	 	 
	

	 	By:
	 	-s- John F. Inserra
	

	 	 	 	
 
	 	 	Title : DIRECTOR
	 
	 	 	FRESH DEL MONTE SHIP HOLDINGS LTD., as Borrower
	 
	 	 	 	 
	

	 	By:
	 	-s- John F. Inserra
	

	 	 	 	
 
	 	 	Title : EXECUTIVE VICE
PRESIDENT & C.F.O.
	 
	 	 	 	 
	GUARANTORS:	 	DEL MONTE FRESH PRODUCE COMPANY
	 
	 	 	 	 
	

	 	By:
	 	-s- John F. Inserra
	

	 	 	 	
 
	 	 	Title : EXECUTIVE VICE
PRESIDENT & C.F.O.







-5-









 






	 	 	 	 	 
	 	 	DEL MONTE FRESH PRODUCE (SOUTHWEST), INC.
	 
	 	 	 	 
	

	 	By:
	 	-s- John F. Inserra
	

	 	 	 	
 
	 	 	Title : EXECUTIVE VICE PRESIDENT & C.F.O.
	 
	 	 	 	 
	 	 	DEL MONTE FRESH PRODUCE (FLORIDA), INC.
	 
	 	 	 	 
	

	 	By:
	 	-s- John F. Inserra
	

	 	 	 	
 
	 	 	Title : EXECUTIVE VICE PRESIDENT & C.F.O.
	 
	 	 	 	 
	 	 	FRESH DEL MONTE PRODUCE (CANADA), INC.
	 
	 	 	 	 
	

	 	By:
	 	-s- John F. Inserra
	

	 	 	 	
 
	 	 	Title : EXECUTIVE VICE PRESIDENT & C.F.O.
	 
	 	 	 	 
	 	 	DEL MONTE FRESH PRODUCE (SOUTHEAST), INC.
	 
	 	 	 	 
	

	 	By:
	 	-s- John F. Inserra
	

	 	 	 	
 
	 	 	Title : EXECUTIVE VICE PRESIDENT & C.F.O.
	 
	 	 	 	 
	 	 	DEL MONTE FRESH PRODUCE (WESTCOAST), INC.
	 
	 	 	 	 
	

	 	By:
	 	-s- John F. Inserra
	

	 	 	 	
 
	 	 	Title : EXECUTIVE VICE PRESIDENT & C.F.O.
	 
	 	 	 	 
	 	 	STANDARD FRUIT AND VEGETABLE CO., INC.
	 
	 	 	 	 
	

	 	By:
	 	-s- John F. Inserra
	

	 	 	 	
 
	 	 	Title : EXECUTIVE VICE PRESIDENT & C.F.O.







-6-









 






	 	 	 	 	 
	 	 	STANDARD FRUIT AND
VEGETABLE OF ARIZONA, INC.
	 
	 	 	 	 
	

	 	By:
	 	-s- John F. Inserra
	

	 	 	 	
 
	 	 	Title : EXECUTIVE VICE PRESIDENT & C.F.O.
	 
	 	 	 	 
	 	 	SFV-AZ, LLC
	 
	 	 	 	 
	

	 	By:
	 	-s- John F. Inserra
	

	 	 	 	
 
	 	 	Title : EXECUTIVE VICE PRESIDENT & C.F.O.
	 
	 	 	 	 
	 	 	SFV GEORGIA, INC.
	 
	 	 	 	 
	

	 	By:
	 	-s- John F. Inserra
	

	 	 	 	
 
	 	 	Title : EXECUTIVE VICE PRESIDENT & C.F.O.
	 
	 	 	 	 
	 	 	STANDARD FRUIT AND VEGETABLE OF KANSAS CITY, INC.
	 
	 	 	 	 
	

	 	By:
	 	-s- John F. Inserra
	

	 	 	 	
 
	 	 	Title : EXECUTIVE VICE PRESIDENT & C.F.O.
	 
	 	 	 	 
	 	 	DEL MONTE FRESH PRODUCE (UK) LTD.
	 
	 	 	 	 
	

	 	By:
	 	-s- John F. Inserra
	

	 	 	 	
 
	 	 	Title : DIRECTOR ATTORNEY-IN-FACT
	 
	 	 	 	 
	 	 	DEL MONTE FRESH PACKAGED PRODUCE (UK) LTD.
	 
	 	 	 	 
	

	 	By:
	 	-s- John F. Inserra
	

	 	 	 	
 
	 	 	Title : DIRECTOR ATTORNEY-IN-FACT
	 
	 	 	 	 
	 	 	GLOBAL REEFER CARRIERS, LTD.
	 
	 	 	 	 
	

	 	By:
	 	-s- John F. Inserra
	

	 	 	 	
 
	 	 	Title : EXECUTIVE VICE PRESIDENT & C.F.O.







-7-









 






	 	 	 	 	 
	 	 	FDM HOLDINGS LIMITED
	 
	 	 	 	 
	

	 	By:
	 	-s- John F. Inserra
	

	 	 	 	
 
	 	 	Title : EXECUTIVE VICE PRESIDENT & C.F.O.
	 
	 	 	 	 
	 	 	DEL MONTE B. V.I. LIMITED
	 
	 	 	 	 
	

	 	By:
	 	-s- John F. Inserra
	

	 	 	 	
 
	 	 	Title : EXECUTIVE VICE PRESIDENT & C.F.O.
	 
	 	 	 	 
	 	 	CORPORATION DE DESARROLLO AGRICOLA DEL MONTE S.A.
	 
	 	 	 	 
	

	 	By:
	 	-s- John F. Inserra
	

	 	 	 	
 
	 	 	Title : DIRECTOR
	 
	 	 	 	 
	 	 	COMPANIA DE DESARROLLO
BANANERO DE GUATEMALA S.A.
	 
	 	 	 	 
	

	 	By:
	 	-s- John F. Inserra
	

	 	 	 	
 
	 	 	Title : ATTORNEY-IN-FACT
	 
	 	 	 	 
	 	 	DEL MONTE FRESH PRODUCE (ASIA-PACIFIC) LIMITED
	 
	 	 	 	 
	

	 	By:
	 	-s- John F. Inserra
	

	 	 	 	
 
	 	 	Title : DIRECTOR
	 
	 	 	 	 
	 	 	DEL MONTE FRESH PRODUCE B.V.
	 
	 	 	 	 
	

	 	By:
	 	-s- John F. Inserra
	

	 	 	 	
 
	 	 	Title : ATTORNEY-IN-FACT
	 
	 	 	 	 
	 	 	FRESH DEL MONTE PRODUCE N.V.
	 
	 	 	 	 
	

	 	By:
	 	-s- John F. Inserra
	

	 	 	 	
 
	 	 	Title : EXECUTIVE VICE PRESIDENT & C.F.O.







-8-









 






	 	 	 	 	 
	 	 	WAFER LIMITED
	 
	 	 	 	 
	

	 	By:
	 	-s- John F. Inserra
	

	 	 	 	
 
	 	 	Title: DIRECTOR
	 
	 	 	 	 
	 	 	FRESH DEL MONTE JAPAN COMPANY LTD.
	 
	 	 	 	 
	

	 	By:
	 	-s- John F. Inserra
	

	 	 	 	
 
	 	 	Title: EXECUTIVE VICE PRESIDENT & C.F.O.
	 
	 	 	 	 
	 	 	DEL MONTE FRESH PRODUCE (CHILE) S.A.
	 
	 	 	 	 
	

	 	By:
	 	-s- John F. Inserra
	

	 	 	 	
 
	 	 	Title: DIRECTOR
	 
	 	 	 	 
	ADMINISTRATIVE AGENT,	 	COOPERATIEVE CENTRALE RAIFFEISEN-
	ISSUING BANKS AND	 	BOERENLEENBANK B.A., “Rabobank
	LENDERS:	 	Nederland”, New York Branch, as Administrative
	 	 	Agent, Issuing Bank and a Lender
	 
	 	 	 	 
	

	 	By:
	 	-s- Kimberly D. English
	

	 	 	 	
 
	 	 	Title: VICE PRESIDENT
	 
	 	 	 	 
	

	 	By:
	 	-s- Brett Delfino
	

	 	 	 	
 
	 	 	Title: EXECUTIVE DIRECTOR
	 
	 	 	 	 
	 	 	HARRIS TRUST AND SAVINGS BANK, as a Lender
	 
	 	 	 	 
	

	 	By:
	 	-s- [ILLEGIBLE]
	

	 	 	 	
 
	 	 	Title: VICE PRESIDENT
	 
	 	 	 	 
	 	 	ING CAPITAL LLC, as a Lender
	 
	 	 	 	 
	

	 	By:
	 	-s- Lina A. Garcia
	

	 	 	 	
 
	 	 	Title: ASSOCIATE







-9-









 






	 	 	 	 	 
	 	 	AGFIRST FARM CREDIT BANK, as a Lender
	 
	 	 	 	 
	

	 	By:
	 	-s- [ILLEGIBLE]
	

	 	 	 	
 
	 	 	Title: VICE-PRESIDENT
	 
	 	 	 	 
	 	 	FARM CREDIT SERVICES OF AMERICA, PCA, as a Lender
	 
	 	 	 	 
	

	 	By:
	 	-s- Bruce P. Rouse
	

	 	 	 	
 
	 	 	Title: VICE-PRESIDENT
	 
	 	 	 	 
	 	 	FARM CREDIT SERVICES OF MID-AMERICA, PCA, as a Lender
	 
	 	 	 	 
	

	 	By:
	 	-s- Steven R. Kluemper
	

	 	 	 	
 
	 	 	Title: AGRIBUSINESS ACCOUNT EXECUTIVE
	 
	 	 	 	 
	 	 	FARM CREDIT WEST, PCA, as a Lender
	 
	 	 	 	 
	

	 	By:
	 	-s- Ben Madonna
	

	 	 	 	
 
	 	 	Title: ASST. VICE PRESIDENT
	 
	 	 	 	 
	 	 	FARM CREDIT SERVICES OF MINNESOTA VALLEY, PCA, d/b/a FCS COMMERCIAL FINANCE

GROUP, as a Lender
	 
	 	 	 	 
	

	 	By:
	 	-s- [ILLEGIBLE]
	

	 	 	 	
 
	 	 	Title: SVP - SYNDICATED FINANCE







-10-









 






	 	 	 	 	 
	 
	 	 	 	 
	 	 	SUNTRUST BANK, as a Lender
	 
	 	 	 	 
	

	 	By:
	 	-s- Gregory L. Cannon
	

	 	 	 	
 
	 	 	Title- DIRECTOR
	 
	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
	 
	 	 	 	 
	

	 	By:
	 	-s- Scott S. Trauth
	

	 	 	 	
 
	 	 	Title: SENIOR VICE PRESIDENT
	 
	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender
	 
	 	 	 	 
	

	 	By:
	 	-s- [ILLEGIBLE]
	

	 	 	 	
 
	 	 	Title: DIRECTOR
	 
	 	 	 	 
	 	 	1ST FARM CREDIT SERVICES, PCA, as a Lender
	 
	 	 	 	 
	

	 	By:
	 	-s- Dale A. Richardson
	

	 	 	 	
 
	 	 	Title: VP ILLINOIS
CAPITAL MARKETS [ILLEGIBLE]







-11-









 






	 	 	 	 	 
	 
	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A., as a Lender
	 
	 	 	 	 
	

	 	By:
	 	-s- Clifford F. Cho
	

	 	 	 	
 
	 	 	Title: ASSISTANT VICE PRESIDENT
	 
	 	 	 	 
	 	 	GREENSTONE FARM CREDIT SERVICES, ACA/FLCA, as a Lender
	 
	 	 	 	 
	

	 	By:
	 	-s- Alfred S. Compton, Jr.
	

	 	 	 	
 
	 	 	Title: VP/SR. LENDING OFFICER
	 
	 	 	 	 
	 	 	COBANK, ACB, as a Lender
	 
	 	 	 	 
	

	 	By:
	 	-s- S. Richard Dill
	

	 	 	 	
 
	 	 	Title: VICE PRESIDENT
	 
	 	 	 	 
	 	 	U. S. AGBANK, FCB f/k/a FARM CREDIT BANK OF WICHITA, as a Lender
	 
	 	 	 	 
	

	 	By:
	 	-s- [ILLEGIBLE]
	

	 	 	 	
 
	 
	 	 	 	 
	 	 	Title: VICE PRESIDENT
	 
	 	 	 	 
	 	 	NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as a Lender
	 
	 	 	 	 
	

	 	By:
	 	-s- Alison B. Barber
	

	 	 	 	
 
	 	 	Title: VICE PRESIDENT
	 
	 	 	 	 
	

	 	By:
	 	-s- Martin Lunder
	

	 	 	 	
 
	 	 	Title: SENIOR VICE PRESIDENT







-12-









 






	 	 	 	 	 
	 	 	BANK of AMERICA, as a Lender
	 
	 	 	 	 
	

	 	By:
	 	-s- [ILLEGIBLE]
	

	 	 	 	
 
	 	 	Title: AVP








-13-