Sixth Amendment to Amended and Restated Credit Agreement



 Exhibit 4.21 
 SIXTH AMENDMENT TO 
 AMENDED AND RESTATED CREDIT AGREEMENT 
 Dated as of March 24, 2006 
 This SIXTH
AMENDMENT TO 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 FRESH PRODUCE (UK) LTD., an English limited company (“Fresh U.K.”), DEL MONTE FOODS
INTERNATIONAL LTD., an English limited company (“Foods International”), DEL MONTE INTERNATIONAL INC., a Panama corporation (“Del Monte International”), and DEL MONTE EUROPE LTD., an English limited company
(“Del Monte Europe”) (Fresh Produce, Fresh N.A., Fresh International, Ship Holdings, DMBV, Fresh U.K., Foods International, Del Monte International and Del Monte Europe 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 (“Rabobank”), as administrative agent for the Lenders (the “Administrative Agent”). 
 PRELIMINARY STATEMENTS: 
 WHEREAS: 
 (1) The Borrowers, the Administrative Agent, the Guarantors and the Lenders are parties to that certain Amended and Restated Credit Agreement dated as of March 21, 2003, as amended by that certain First Amendment
to Amended and Restated Credit Agreement dated as of January 27, 2004, as further amended by that certain Second Amendment to Amended and Restated Credit Agreement dated as of June 24, 2004, as further amended by that certain Third
Amendment to Amended and Restated Credit Agreement dated as of November 10, 2004, as further amended by that certain Fourth Amendment to Amended and Restated Credit Agreement dated as of June 15, 2005 and as further amended by that certain
Fifth Amendment to Amended and Restated Credit Agreement dated as of February 14, 2006 (as may be further 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 6.15 of the Credit Agreement. Section 6.15
of the Credit Agreement, Financial Covenants, is hereby amended by deleting clause (d) thereof in its entirety and substituting the following in lieu thereof: 
 “(d) Minimum Fixed Charges Coverage Ratio. Fresh Produce and its Subsidiaries on a Consolidated basis shall maintain (i) as of the end of each fiscal quarter of Fresh Produce from and including the
fiscal quarter ending March 2003 through and including the fiscal quarter ending December 2005, a Fixed Charges Coverage Ratio for such fiscal quarter and the three immediately preceding completed fiscal quarters of Fresh Produce of not less than
1.15 to 1.00, (ii) as of the end of the fiscal quarter ending March 2006, a Fixed Charges Coverage Ratio for such fiscal quarter and the three immediately preceding completed fiscal quarters of Fresh Produce of not less than 0.40 to 1.00, and
(iii) as of the end of each fiscal quarter of Fresh Produce from and including the fiscal quarter ending June 2006 and each fiscal quarter thereafter, a Fixed Charges Coverage Ratio for such fiscal quarter and the three immediately preceding
completed fiscal quarters of Fresh Produce, of not less than 1.15 to 1.00.” 
 Section 2. Representations and
Warranties. Each Borrower and Guarantor represents and warrants as follows: 
 (a) The execution, delivery and performance by such Loan
Party of this Amendment and the other transactions contemplated hereby, are within such Loan Party’s corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene such Loan Party’s charter or
bylaws; (ii) violate any law (including, without limitation, the Securities Exchange Act of 1934, the Racketeer Influenced and Corrupt Organizations 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
under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, 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 Loan Party 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, reeordation, filing or performance by any Loan Party 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 Loan Party hereunder have been
duly executed and delivered by each Loan Party thereto, and constitute the legal, valid and binding obligation of each Loan Party thereto, enforceable against such Loan Party in accordance with their terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally. 
  

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 (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 that 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 upon the satisfaction of the following conditions precedent in a manner acceptable to the Administrative Agent: 
 (a) this Amendment, duly executed by the Borrowers, the Guarantors, the Administrative Agent and the Required 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. 
 (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. 
  

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 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 in relation to the Credit Agreement, as amended and modified by this Amendment, 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 or by e-mail transmission of an adobe file format document
(also known as a PDF file) 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. 
 [remainder of page intentionally left blank] 
  

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 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:	 	 /s/ John F. Inserra

		 	Name:	 	John F. Inserra
		 	Title:	 	EVP and CFO
		
		 	DEL MONTE FRESH PRODUCE N.A., INC.
			
		 	By:	 	 /s/ John F. Inserra

		 	Name:	 	John F. Inserra
		 	Title:	 	EVP and CFO
		
		 	DEL MONTE FRESH PRODUCE INTERNATIONAL, INC.
			
		 	By:	 	 /s/ John F. Inserra

		 	Name:	 	John F. Inserra
		 	Title:	 	Director
		
		 	FRESH DEL MONTE SHIP HOLDINGS LTD.
			
		 	By:	 	 /s/ John F. Inserra

		 	Name:	 	John F. Inserra
		 	Title:	 	EVP and CFO

 SIXTH AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT 
  

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		 	 DEL MONTE B.V.

			
		 	By:	 	 /s/ John F. Inserra

		 	Name:	 	John F. Inserra
		 	Title:	 	Attorney-In-Fact
		
		 	 DEL MONTE FRESH PRODUCE (UK) LTD.

			
		 	By:	 	 /s/ John F. Inserra

		 	Name:	 	John F. Inserra
		 	Title:	 	Director
		
		 	 DEL MONTE FOODS INTERNATIONAL LTD.

			
		 	By:	 	 /s/ John F. Inserra

		 	Name:	 	John F. Inserra
		 	Title:	 	Director
		
		 	 DEL MONTE INTERNATIONAL INC.

			
		 	By:	 	 /s/ John F. Inserra

		 	Name:	 	John F. Inserra
		 	Title:	 	Director/Treasurer
		
		 	 DEL MONTE EUROPE LTD.

			
		 	By:	 	 /s/ John F. Inserra

		 	Name:	 	John F. Inserra
		 	Title:	 	Director

 SIXTH AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT 
  

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	GUARANTORS:	 	DEL MONTE FRESH PRODUCE COMPANY
			
		 	By:	 	 /s/ John F. Inserra

		 	Name:	 	John F. Inserra
		 	Title:	 	EVP and CFO
		
		 	DEL MONTE FRESH PRODUCE (SOUTHWEST), INC.
			
		 	By:	 	 /s/ John F. Inserra

		 	Name:	 	John F. Inserra
		 	Title:	 	EVP and CFO
		
		 	DEL MONTE FRESH PRODUCE (FLORIDA), INC.
			
		 	By:	 	 /s/ John F. Inserra

		 	Name:	 	John F. Inserra
		 	Title:	 	EVP and CFO
		
		 	FRESH DEL MONTE PRODUCE (CANADA), INC.
			
		 	By:	 	 /s/ John F. Inserra

		 	Name:	 	John F. Inserra
		 	Title:	 	EVP and CFO

 SIXTH AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT 
  

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		 	DEL MONTE FRESH PRODUCE (SOUTHEAST), INC.
			
		 	By:	 	 /s/ John F. Inserra

		 	Name:	 	John F. Inserra
		 	Title:	 	EVP and CFO
		
		 	DEL MONTE FRESH PRODUCE (WEST COAST), INC.
			
		 	By:	 	 /s/ John F. Inserra

		 	Name:	 	John F. Inserra
		 	Title:	 	EVP and CFO
		
		 	DEL MONTE FRESH PRODUCE (TEXAS), INC.
			
		 	By:	 	 /s/ John F. Inserra

		 	Name:	 	John F. Inserra
		 	Title:	 	EVP and CFO
		
		 	DEL MONTE FRESH PRODUCE (KANSAS CITY) INC.
			
		 	By:	 	 /s/ John F. Inserra

		 	Name:	 	John F. Inserra
		 	Title:	 	EVP and CFO
		
		 	DEL MONTE FOODS EUROPE LTD.
			
		 	By:	 	 /s/ John F. Inserra

		 	Name:	 	John F. Inserra
		 	Title:	 	Director

 SIXTH AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT 
  

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		 	DEL MONTE FOODS NORTHERN EUROPE LTD.
			
		 	By:	 	 /s/ John F. Inserra

		 	Name:	 	John F. Inserra
		 	Title:	 	Director
		
		 	DEL MONTE FRESH PACKAGED PRODUCE (UK) LTD.
			
		 	By:	 	 /s/ John F. Inserra

		 	Name:	 	John F. Inserra
		 	Title:	 	EVP and CFO
		
		 	GLOBAL REEFER CARRIERS, LTD.
			
		 	By:	 	 /s/ John F. Inserra

		 	Name:	 	John F. Inserra
		 	Title:	 	EVP and CFO
		
		 	FDM HOLDINGS LIMITED
			
		 	By:	 	 /s/ John F. Inserra

		 	Name:	 	John F. Inserra
		 	Title:	 	EVP and CFO
		
		 	DEL MONTE B.V.I. LIMITED
			
		 	By:	 	 /s/ John F. Inserra

		 	Name:	 	John F. Inserra
		 	Title:	 	EVP and CFO

 SIXTH AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT 
  

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		 	CORPORATION DE DESARROLLO.AGRICOLA DEL MONTE S.A.
			
		 	By:	 	 /s/ John F. Inserra

		 	Name:	 	John F. Inserra
		 	Title:	 	Director
		
		 	COMPANIA DE DESARROLLO BANANERO DE GUATEMALA S.A.
			
		 	By:	 	 /s/ John F. Inserra

		 	Name:	 	John F. Inserra
		 	Title:	 	Attorney-In-Fact
		
		 	DEL MONTE FRESH PRODUCE (ASIA- PACIFIC) LIMITED
			
		 	By:	 	 /s/ John F. Inserra

		 	Name:	 	John F. Inserra
		 	Title:	 	Director
		
		 	FRESH DEL MONTE PRODUCE N.V.
			
		 	By:	 	 /s/ John F. Inserra

		 	Name:	 	John F. Inserra
		 	Title:	 	EVP and CFO
		
		 	WAFER LIMITED
			
		 	By:	 	 /s/ John F. Inserra

		 	Name:	 	John F. Inserra
		 	Title:	 	Director

 SIXTH AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT 
  

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		 	FRESH DEL MONTE JAPAN COMPANY LTD.
			
		 	 By:
	 	 /s/ John F. Inserra

		 	 Name:
	 	John F. Inserra
		 	 Title:
	 	Director
		
		 	 DEL MONTE FRESH PRODUCE (CHILE) S.A.

			
		 	 By:
	 	 /s/ John F. Inserra

		 	 Name:
	 	John F. Inserra
		 	 Title:
	 	Director
		
		 	 DEL MONTE FRESH PRODUCE BRASIL LTDA.

			
		 	 By:
	 	 /s/ John F. Inserra

		 	 Name:
	 	John F. Inserra
		 	 Title:
	 	Attorney-In-Fact

 SIXTH AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT 
  

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	 ADMINISTRATIVE AGENT,
 LENDERS AND VOTING
 PARTICIPANTS:
	 	 COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as Administrative
Agent and a Lender

			
		 	By:	 	 /s/ Betty H. Mills

		 	Name:	 	Betty H. Mills
		 	Title:	 	Executive Director
			
		 	By:	 	 /s/ Brett Delfino

		 	Name:	 	Brett Delfino
		 	Title:	 	Executive Director
		
		 	AGFIRST FARM CREDIT BANK, as a Lender
			
		 	By:	 	 /s/ Felicia Morant

		 	Name:	 	Felicia Morant
		 	Title:	 	Vice President
		
		 	HARRIS N.A., as a Lender
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	
		
		 	SUNTRUST BANK, as a Lender
			
		 	By:	 	 /s/ Samuel M. Jannetta, Jr.

		 	Name:	 	Samuel M. Jannetta, Jr.
		 	Title:	 	Vice President

 SIXTH AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT 
  

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		 	FARM CREDIT SERVICES OF MID-AMERICA, PCA, as a Lender
			
		 	By:	 	 /s/ Steven R Kluemper

		 	Name:	 	Steven R. Kluemper
		 	Title:	 	Vice President
		
		 	ING CAPITAL LLC, as a Lender
			
		 	By:	 	 /s/ Lina A. Garcia

		 	Name:	 	Lina A. Garcia
		 	Title:	 	Vice President
		
		 	U.S. AGBANK, FCB, as a Lender
			
		 	By:	 	 /s/ Travis W. Ball

		 	Name:	 	Travis W. Ball
		 	Title:	 	Vice President
		
		 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	
		
		 	BANK OF AMERICA, N.A., as a Lender
			
		 	By:	 	 /s/ Brian K. Keeney

		 	Name:	 	Brian K. Keeney
		 	Title:	 	Sr. Vice President

 SIXTH AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT 
  

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		 	COBANK, ACB, as a Lender
			
		 	By:	 	 /s/ Lori L. O’Flaherty

		 	Name:	 	Lori L. O’Flaherty
		 	Title:	 	Senior Vice President
		
		 	FARM CREDIT BANK OF TEXAS, as a Lender
			
		 	By:	 	 /s/ Isaac E. Bennett

		 	Name:	 	Isaac E. Bennett
		 	Title:	 	Vice President
		
		 	FARM CREDIT WEST, PCA, as a Lender
			
		 	By:	 	 /s/ Ben Madonna

		 	Name:	 	Ben Madonna
		 	Title:	 	Asst. Vice President
		
		 	GREENSTONE FARM CREDIT SERVICES ACA/FCLA, as a Lender
			
		 	By:	 	 /s/ Alfred S. Compton, Jr.

		 	Name:	 	Alfred S. Compton
		 	Title:	 	VP/Sr. Lending Officer
		
		 	UNION BANK OF CALIFORNIA, N.A., as a Lender
			
		 	By:	 	 /s/ Clifford F. Cho

		 	Name:	 	Clifford F. Cho
		 	Title:	 	Vice President

 SIXTH AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT 
  

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		 	WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender
			
		 	By:	 	 /s/ Thomas M. Harper

		 	Name:	 	Thomas M. Harper
		 	Title:	 	Senior Vice President
		
		 	1ST FARM CREDIT SERVICES, PCA, as a Lender
			
		 	By:	 	 /s/ Dale A. Richardson

		 	Name:	 	Dale A Richardson
		 	Title:	 	VP Illinois Capital Markets Group
		
		 	JPMORGAN CHASE BANK, N.A., as a Lender
			
		 	By:	 	 /s/ Robert P. Coswell

		 	Name:	 	Robert P. Coswell
		 	Title:	 	Vice President
		
		 	NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as a Lender
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	

 SIXTH AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT 
  

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		 	AMERICAN AGCREDIT, PCA, as a Lender
			
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	
		
		 	FARM CREDIT SERVICES OF AMERICA, PCA, as a Voting Participant
			
		 	By:	 	 /s/ Bruce Rouse

		 	Name:	 	Bruce Rouse
		 	Title:	 	Vice-President
		
		 	FARM CREDIT SERVICES OF MINNESOTA VALLEY, PCA d/b/a/ FCS COMMERCIAL FINANCE GROUP, as a Voting Participant
			
		 	By:	 	 /s/ Lisa Caswell

		 	Name:	 	Lisa Caswell
		 	Title:	 	Commercial Loan Officer

 SIXTH AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT 
  

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