Ninth Amendment to Amended and Restated Credit Agreement



 EXHIBIT 10.3 
 NINTH AMENDMENT TO 
 AMENDED AND RESTATED CREDIT AGREEMENT 
 Dated as of May 30, 2008 
 This NINTH
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 LIMITED, an English limited company (“Foods International”), DEL MONTE INTERNATIONAL INC., a Panama corporation (“Del Monte International”), and DEL MONTE EUROPE LIMITED, 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, as further amended by that certain
Fifth Amendment to Amended and Restated Credit Agreement dated as of February 14, 2006, as further amended by that certain Sixth Amendment to Amended and Restated Credit Agreement dated as of March 24, 2006, as further amended by that
certain Seventh Amendment and Waiver to Amended and Restated Credit Agreement dates as of May 10, 2006 and as further amended by that certain Eighth Amendment to Amended and Restated Credit Agreement dates as of December 27, 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. Amendments. 
 1.1 Amendments to Section 1.1 of the Credit Agreement. Section 1.1 of
the Credit Agreement, Certain Defined Terms, is hereby amended and modified by deleting the definitions of “Obligation” and “Secured Parties” in their entirety and inserting the following in lieu thereof: 
 ““Obligation” means, to the extent arising hereunder, under the Notes, under any other Loan Document or under any
Hedge Agreement, all Advances, loans, debts, liabilities, covenants and duties owing by any Borrower or any Loan Party to the Administrative Agent, any Lender, the Issuing Bank, any Foreign Exchange Bank or any Affiliate of any Lender with respect
to any Hedge Agreement, of any kind or nature, present or future, whether or not for the payment of money, whether (a) arising by reason of any (i) extension of credit, (ii) opening or amendment of a Letter of Credit or payment of any
draft drawn thereunder, (iii) loan, (iv) guaranty, (v) indemnification, (vi) Foreign Exchange Contract between a Loan Party and a Foreign Exchange Bank or (vii) Hedge Agreement between a Loan Party and a Lender or an
Affiliate of a Lender, or (b) direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired (including any interest, fees and expenses that, but
for the provisions of the Bankruptcy Code, would have accrued).” 
 ““Secured Parties” means the
Administrative Agent, the Lenders, any Foreign Exchange Bank, the Issuing Bank and any Affiliate of a Lender with respect to Obligations under any Hedge Agreement.” 
 1.2 Amendments to Section 7.1 of the Credit Agreement. Section 7.1 of the Credit Agreement, Events of Default, is hereby amended and modified by deleting subsection (a) thereof in its
entirety and inserting the following in lieu thereof: 
 “ (a) any Loan Party shall fail to pay (i) any principal of, or any
interest on, any Advance payable hereunder or under any Note when due; or (ii) any fees payable hereunder or any other obligation payable hereunder, under any Note, any other Loan Document or any Hedge Agreement with a Lender or an Affiliate of
a Lender within three Business Days after notice thereof shall be given to any Borrower by the Administrative Agent or Lender (or Affiliate of a Lender with respect to a Hedge Agreement); or” 
  

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 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. 
 Section 3. Conditions Precedent to Effectiveness of this Amendment. This
Amendment shall be effective as of the date first set forth above upon receipt of the following by the Administrative Agent, in form and substance satisfactory to the Administrative Agent: 
 (i) this Amendment duly executed by the Borrowers, the Guarantors, the Administrative Agent, the Issuing Bank and the Required Lenders;
and 
 (ii) The Administrative Agent shall have received such other documents, instruments, and information executed and/or
delivered by the Borrowers as the Administrative Agent may reasonably request. 
  

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 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 are 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 or any other Loan Document, nor constitute a waiver
of any provision of the Credit Agreement or any other Loan Document. 
 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. Affirmation of Security Documents. By executing this Amendment, each Loan Party hereby
reaffirms and confirms each Security Document to which it is a party, and its payment and performance obligations, contingent or otherwise, thereunder and hereby acknowledges that the rights granted thereby in favor of the Administrative Agent (for
its benefit and the benefit of the Lenders) are in full force and effect. With respect to any Security Documents which are governed by English law, the reaffirmation, confirmation and acknowledgement in this Section shall be governed by English law,
and shall be construed, interpreted, performed and enforced in accordance therewith. 
 Section 8. 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 other electronic transmission shall be as effective as delivery of a manually executed counterpart hereof. 
  

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 Section 9. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York (except as otherwise set forth in Section 7). 
 Section 10. 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. This 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/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO
		
		 	 DEL MONTE FRESH PRODUCE N.A., INC.

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO
		
		 	 DEL MONTE FRESH PRODUCE INTERNATIONAL, INC.

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO
		
		 	 FRESH DEL MONTE SHIP HOLDINGS LTD.

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO

  

 NINTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT 
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		 	 DEL MONTE B.V.

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO
		
		 	 DEL MONTE FRESH PRODUCE (UK) LTD.

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO
		
		 	 DEL MONTE FOODS INTERNATIONAL LIMITED

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO
		
		 	 DEL MONTE INTERNATIONAL INC.

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO
		
		 	 DEL MONTE EUROPE LIMITED

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO

  

 NINTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT 
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	GUARANTORS:	 	 DEL MONTE FRESH PRODUCE COMPANY

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO
		
		 	 DEL MONTE FRESH PRODUCE (SOUTHWEST), INC.

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO
		
		 	 DEL MONTE FRESH PRODUCE (FLORIDA), INC.

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO
		
		 	 FRESH DEL MONTE PRODUCE (CANADA), INC.

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO

  

 NINTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT 
 S-3 









					
		
		 	 DEL MONTE FRESH PRODUCE (SOUTHEAST), INC.

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO
		
		 	 DEL MONTE FRESH PRODUCE (WEST COAST), INC.

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO
		
		 	 DEL MONTE FRESH PRODUCE (TEXAS), INC.

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO
		
		 	 DEL MONTE FRESH PRODUCE (KANSAS CITY) INC.

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO
		
		 	 DEL MONTE FOODS EUROPE LIMITED

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO

  

 NINTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT 
 S-4 









					
		
		 	 DEL MONTE FOODS NORTHERN EUROPE LIMITED

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO
		
		 	 DEL MONTE FRESH PACKAGED PRODUCE (UK) LIMITED

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO
		
		 	 GLOBAL REEFER CARRIERS, LTD.

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO
		
		 	 FDM HOLDINGS LIMITED

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO
		
		 	 DEL MONTE B.V.I. LIMITED

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO

  

 NINTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT 
 S-5 









					
		
		 	 CORPORATION DE DESARROLLO AGRICOLA DEL MONTE S.A.

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO
		
		 	 COMPANIA DE DESARROLLO BANANERO DE GUATEMALA S.A.

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO
		
		 	 DEL MONTE FRESH PRODUCE (ASIA-PACIFIC) LIMITED

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO
		
		 	 FRESH DEL MONTE PRODUCE N.V.

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO
		
		 	 WAFER LIMITED

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO

  

 NINTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT 
 S-6 









					
		
		 	 FRESH DEL MONTE JAPAN COMPANY LTD.

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO
		
		 	 DEL MONTE FRESH PRODUCE (CHILE) S.A.

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO
		
		 	 DEL MONTE FRESH PRODUCE BRASIL LTDA.

			
		 	By:	 	 /s/ Richard Contreras

		 	Name:	 	Richard Contreras
		 	Title:	 	Sr. VP & CFO

  

 NINTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT 
 S-7 









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

			
		 	By:	 	 /s/ Betty Mills

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

		 	Name:	 	Brett Delfino
		 	Title:	 	Executive Director
		
		 	 AGFIRST FARM CREDIT BANK,
     as a Lender

			
		 	By:	 	 /s/ Bruce B. Fortner

		 	Name:	 	Bruce B. Fortner
		 	Title:	 	Vice President
		
		 	 HARRIS N.A.,
     as a Lender

			
		 	By:	 	 /s/ C.S. Place

		 	Name:	 	C.S. Place
		 	Title:	 	Director
		
		 	 SUNTRUST BANK,
     as a Lender

			
		 	By:	 	 /s/ M. Gabe Bonfield

		 	Name:	 	M. Gabe Bonfield
		 	Title:	 	Vice President

  

 NINTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT 
 S-8 









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

			
		 	By:	 	 /s/ Mark Strebel

		 	Name:	 	Mark Strebel
		 	Title:	 	Credit Officer
		
		 	 ING CAPITAL LLC,
     as a Lender

			
		 	By:	 	 /s/ Lina Garcia

		 	Name:	 	Lina Garcia
		 	Title:	 	Vice President
		
		 	 U.S. BANK NATIONAL ASSOCIATION,
     as a Lender

			
		 	By:	 	 /s/ Mark A. Reinert

		 	Name:	 	Mark A. Reinert
		 	Title:	 	Vice President
		
		 	 BANK OF AMERICA, N.A.,
     as a Lender

			
		 	By:	 	 /s/ Jamie Freeman

		 	Name:	 	Jamie Freeman
		 	Title:	 	Sr. Vice President
		
		 	 COBANK, ACB,
     as a Lender

			
		 	By:	 	 /s/ Scott Trauth

		 	Name:	 	Scott Trauth
		 	Title:	 	Sr. Vice President

  

 NINTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT 
 S-9 









					
		
		 	 FARM CREDIT WEST, PCA,
     as a Lender

			
		 	By:	 	 /s/ Ben Madonna

		 	Name:	 	Ben Madonna
		 	Title:	 	Vice President
		
		 	 GREENSTONE FARM CREDIT SERVICES ACA/FCLA,
     as a Lender

			
		 	By:	 	 /s/ Jeff Pavlik

		 	Name:	 	Jeff Pavlik
		 	Title:	 	Vice President
		
		 	 WACHOVIA BANK, NATIONAL ASSOCIATION,
     as a Lender

			
		 	By:	 	 /s/ W Scott Degler

		 	Name:	 	W Scott Degler
		 	Title:	 	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. Carswell

		 	Name:	 	Robert P. Carswell
		 	Title:	 	Vice President

  

 NINTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT 
 S-10 









					
		
		 	 NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
     as a Lender

			
		 	By:	 	 /s/ Hans Chr. Kjelsrud

		 	Name:	 	Hans Chr. Kjelsrud
		 	Title:	 	Executive Vice President
			
		 	By:	 	 /s/ Martin Kahm

		 	Name:	 	Martin Kahm
		 	Title:	 	Vice President
		
		 	 AMERICAN AGCREDIT, PCA,
     as a Lender

			
		 	By:	 	 /s/ Sean O’ Day

		 	Name:	 	Sean O’ Day
		 	Title:	 	Sr. Vice President
		
		 	 FARM CREDIT SERVICES OF AMERICA, PCA,
     as a Lender

			
		 	By:	 	 /s/ Bruce P. Rouse

		 	Name:	 	Bruce P. Rouse
		 	Title:	 	Vice President
		
		 	 UNITED FCS, PCA d/b/a/ FCS COMMERCIAL FINANCE GROUP,
     as a Lender

			
		 	By:	 	 /s/ Lisa Caswell

		 	Name:	 	Lisa Caswell
		 	Title:	 	Assistant Vice President

  

 NINTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT 
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		 	 FORTIS CAPITAL CORP.,
     as a Lender

			
		 	By:	 	 /s/ Stephen R. Staples

		 	Name:	 	Stephen R. Staples
		 	Title:	 	Director
			
		 	By:	 	 /s/ Ilene Fowler

		 	Name:	 	Ilene Fowler
		 	Title:	 	Director
		
		 	 REGIONS BANK,
     as a Lender

			
		 	By:	 	 /s/ Stephen Hanas

		 	Name:	 	Stephen Hanas
		 	Title:	 	Sr. Vice President

  

 NINTH AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT 
 S-12