Fifth Amendment to Amedned & Restated Credit Agrmt



 






EXHIBIT 4.20




FIFTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT




Dated as of February 14, 2006




     This FIFTH 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 and as further amended by that certain Fourth Amendment to
Amended and Restated Credit Agreement dated as of June 15, 2005 (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 6.7 of the Credit Agreement. Section 6.7 of the
Credit Agreement, Restricted Payments; Restricted Purchases, is hereby amended by deleting
clause (c) in its entirety and substituting the following in lieu thereof:



          ”(c) Fresh Produce may repurchase its own Stock in an aggregate amount not to exceed
U.S.$300,000,000 during the term of this Agreement, and”



     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, recordation, 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.



          (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.





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     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.



     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




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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.



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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/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DEL MONTE FRESH PRODUCE N.A., INC.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DEL MONTE FRESH PRODUCE INTERNATIONAL, INC.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FRESH DEL MONTE SHIP HOLDINGS LTD.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Fifth Amendment to Amended and Restated Credit Agreement





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	 	DEL MONTE B.V.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DEL MONTE FRESH PRODUCE (UK) LTD.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DEL MONTE FOODS INTERNATIONAL LTD.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DEL MONTE INTERNATIONAL INC.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DEL MONTE EUROPE LTD.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Fifth Amendment to Amended and Restated Credit Agreement





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	GUARANTORS: 	DEL MONTE FRESH PRODUCE COMPANY

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DEL MONTE FRESH PRODUCE (SOUTHWEST), INC.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DEL MONTE FRESH PRODUCE (FLORIDA), INC.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FRESH DEL MONTE PRODUCE (CANADA), INC.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Fifth Amendment to Amended and Restated Credit Agreement





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	 	DEL MONTE FRESH PRODUCE (SOUTHEAST), INC.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DEL MONTE FRESH PRODUCE (WEST COAST), INC.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DEL MONTE FRESH PRODUCE (TEXAS), INC.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DEL MONTE FRESH PRODUCE (KANSAS CITY) INC.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DEL MONTE FOODS EUROPE LTD.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Fifth Amendment to Amended and Restated Credit Agreement





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	 	DEL MONTE FOODS NORTHERN EUROPE LTD.

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

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GLOBAL REEFER CARRIERS, LTD.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FDM HOLDINGS LIMITED

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DEL MONTE B.V.I. LIMITED

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Fifth Amendment to Amended and Restated Credit Agreement





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	 	CORPORATION DE DESARROLLO AGRICOLA DEL MONTE S.A.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COMPANIA DE DESARROLLO BANANERO DE GUATEMALA S.A.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DEL MONTE FRESH PRODUCE (ASIA-PACIFIC) LIMITED

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FRESH DEL MONTE PRODUCE N.V.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WAFER LIMITED

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Fifth Amendment to Amended and Restated Credit Agreement





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	 	FRESH DEL MONTE JAPAN COMPANY LTD.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DEL MONTE FRESH PRODUCE (CHILE) S.A.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DEL MONTE FRESH PRODUCE BRASIL LTDA.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Fifth 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/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	                               /s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	AGFIRST FARM CREDIT BANK, as a Lender

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HARRIS N.A., as a Lender

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SUNTRUST BANK, as a Lender

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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	 	FARM CREDIT SERVICES OF MID-AMERICA, PCA, as a Lender

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ING CAPITAL LLC, as a Lender

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	U.S. AGBANK, FCB, as a Lender

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender

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

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Fifth Amendment to Amended and Restated Credit Agreement





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	 	COBANK, ACB, as a Lender

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FARM CREDIT BANK OF TEXAS, as a Lender

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FARM CREDIT WEST, PCA, as a Lender

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GREENSTONE FARM CREDIT SERVICES ACA/FCLA, as a Lender

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	UNION BANK OF CALIFORNIA, N.A., as a Lender

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Fifth Amendment to Amended and Restated Credit Agreement





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	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	1ST FARM CREDIT SERVICES, PCA, as a Lender

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A., as a Lender

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as a Lender

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	                               /s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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	 	AMERICAN AGCREDIT, PCA, as a Lender

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

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FARM CREDIT SERVICES OF MINNESOTA
VALLEY, PCA d/b/a/ FCS COMMERCIAL FINANCE GROUP, as a Voting
Participant

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Fifth Amendment to Amended and Restated Credit Agreement





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