EX-10.1






Exhibit 10.1




AMENDMENT NO. 1 TO THE CREDIT AGREEMENT




Dated as of November 18, 2005




AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this “Amendment”) among CHIQUITA BRANDS
L.L.C., a Delaware limited liability company (the “Borrower”), CHIQUITA BRANDS
INTERNATIONAL, INC., a New Jersey corporation (“Holdings”), the banks, financial
institutions and other institutional lenders parties to the Credit Agreement referred to below
(collectively, the “Lenders”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative
Agent (in such capacity, the “Administrative Agent”).



PRELIMINARY STATEMENTS:




(1) WHEREAS, the Borrower, Holdings, the Lenders and the Administrative Agent have entered
into a Credit Agreement dated as of June 28, 2005 (such Credit Agreement, as amended, supplemented
or otherwise modified up to but not including the date hereof, the “Credit Agreement”;
capitalized terms not otherwise defined in this Amendment being used with the same meanings as
specified in the Credit Agreement);



(2) WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement as
described below; and



(3) WHEREAS, the Lenders have agreed, subject to the terms and conditions hereinafter set
forth, to amend the Credit Agreement as set forth below.



NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto
hereby agree as follows:



SECTION 1. Amendments to the Credit Agreement. The Credit Agreement is, effective as
of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section
2 hereof, hereby amended as follows:



(a) The definition of “Term Pricing Grid” in Section 1.01 of the Credit Agreement is
hereby amended in its entirety to read as follows:



‘“Term Pricing Grid” shall mean:



	 	 	 	 	 	 	 	 	 	 	 
	Term Pricing Grid
(rates are expressed in basis points (bps) per annum)

	 
	 	 	 	 	 	 	 	 	 	 
	 

	 
	 	 	 	 	 	 	 	 	 	 
	Tier

	 	Consolidated

Leverage Ratio
	 	Applicable Margin

for LIBOR Loans

under the Term

Facilities (bps)
	 	Applicable Margin

for Base Rate Loans

under the Term

Facilities (bps)

	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	1

	 	< 3.50
	 	 	200	 	 	 	100	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	2

	 	> 3.50
	 	 	225	 	 	 	125	 
	 

	 	 
	 	 	 	 	 	 	 	 







Any increase or decrease in the Applicable Margin for Term B Loans and Term C Loans
resulting from a change in the Consolidated Leverage Ratio shall become effective as of the
fifth Business Day following the date a Compliance Certificate is required to be delivered
pursuant to Sections 5.01(a) or 5.02(d)(ii); provided,
however, that if no Compliance Certificate is delivered within three days of when
due in accordance with such Sections, then Tier 2 of the Term Pricing Grid shall apply as of
the date of the failure to deliver such Compliance Certificate until such time as the
Borrower delivers a Compliance Certificate in the form of Exhibit G-1 (in respect of
Section 5.01(a)) or Exhibit G-2 (in respect of Section 5.02(d)(ii))
hereto and after such delivery the Applicable Margin for Term B Loans and Term C Loans shall
be based on the Consolidated Leverage Ratio indicated on such Compliance Certificate until
such time as the Applicable Margin for Term B Loans and Term C Loans are further adjusted as
set forth in this definition.’



(b) Section 2.06(b) of the Credit Agreement is hereby amended by adding a new subclause (iii)
at the end thereof to read in full as follows:




“(iii) Anything contained in this Section 2.06 to the contrary
notwithstanding, any prepayment of Term B Loans or Term C Loans, as applicable, pursuant to
this Section 2.06(b) prior to November 18, 2006 with the proceeds of a substantially
concurrent incurrence of additional Term B Loans (or other loans having substantially
similar terms as the Term B Loans) or additional Term C Loans (or other loans having
substantially similar terms as the Term C Loans), as applicable, under this Agreement, shall
be accompanied by a prepayment premium equal to 1.00% of the aggregate principal amount of
such prepayment if, immediately prior to such prepayment, the Applicable Margin in effect
with respect to the Term B Loans or the Term C Loans, as applicable, exceeds the Applicable
Margin in effect with respect to such additional Term B Loans or additional Term C Loans
(or, in either case, such substantially similar loans), as the case may be.”



SECTION 2. Conditions of Effectiveness. Section 1 of this Amendment shall become
effective as of the date first written above when (i) the Administrative Agent shall have received
counterparts of (A) this Amendment executed by the Borrower, the Required Lenders, all Term B
Lenders and all Term C Lenders or, as to any of such Lenders, advice satisfactory to the
Administrative Agent that such Lender has executed this Amendment, (B) the Consent attached hereto
executed by each of the Loan Parties (other than the Borrower) and (C) an opinion of Skadden, Arps,
Slate, Meagher & Flom LLP, counsel to the Loan Parties, in form and substance satisfactory to the
Administrative Agent and its counsel, (ii) the Borrower shall have paid all reasonable
out-of-pocket costs and expenses (including the reasonable fees, charges and disbursements of
counsel to the Administrative Agent) incurred in connection with the Credit Documents (including
this Amendment) to the extent invoiced, and (iii) no Default shall have occurred and be continuing,
or would occur as a result of the transactions contemplated by this Amendment.



SECTION 3. Representations and Warranties of the Borrower. Each of Holdings and the
Borrower represents and warrants as follows:




(a) The execution, delivery and performance by it of this Amendment, the execution,
delivery and performance of the Consent by the Loan Parties signatory thereto and the
performance by each Loan Party of each Credit Document (as amended by the Amendment) to
which such Person is a party, are within such Loan Party’s corporate or other powers, have
been duly authorized by all necessary actions on the part of such Loan Party, and do not and
will not (i) violate any Requirement of Law applicable to such Loan Party, (ii) violate any
provision of, or result in the breach or the acceleration of, or entitle any other Person to
accelerate (whether after the giving of notice or lapse of time or both), any Contractual
Obligation of such Loan Party, (iii) result in the creation or imposition of any Lien (or
the obligation to create or impose any Lien) upon any property, asset or revenue of such
Loan Party (except such Liens as may be created in favor of the Administrative Agent for the
benefit of itself and the Lenders pursuant to this Agreement or the other Credit Documents)
or (iv) violate any provision of any existing law, rule, regulation, order, writ, injunction
or decree of any court or Governmental Authority to which it is subject, except in each case
in each of clauses (i), (ii), (iii) and (iv) where such breach or violation could not
reasonably be expected to have a Material Adverse Effect.




(b) This Amendment and the Consent attached hereto, when delivered hereunder, will have
been duly executed and delivered by each Loan Party that is party thereto. This Amendment
and the Consent attached hereto, when so delivered, will constitute a legal, valid and
binding obligation of each such Loan Party, enforceable against such Loan Party in
accordance with its terms, except as limited by Debtor Relief Laws relating to or affecting
the enforcement of creditors’ rights generally and general principles of equity.



SECTION 4. Reference to and Effect on the Credit Agreement, the Notes and the Credit
Documents. (a) On and after the date this Amendment shall have become effective in accordance
with its terms, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”
or words of like import referring to the Credit Agreement, and each reference in the Notes and each
of the other Credit Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like
import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as
amended by this Amendment.



(b) The Credit Agreement, the Notes and each of the other Credit Documents, in each case as
specifically amended by this Amendment, are and shall continue to be in full force and effect and
are hereby in all respects ratified and confirmed. Each of Holdings and the Borrower hereby (a)
confirms and agrees that the pledge and security interest in the Collateral granted by it pursuant
to the Security Documents to which it is a party shall continue in full force and effect, and (b)
acknowledges and agrees that such pledge and security interest in the Collateral granted by it
pursuant to such Security Documents shall continue to secure the Obligations purported to be
secured thereby, as amended or otherwise affected hereby.



(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 any Lender or the
Administrative Agent under any of the Credit Documents, nor constitute a waiver of any provision of
any of the Credit Documents.



SECTION 5. Costs, Expenses. The Borrower agrees to pay all reasonable out-of-pocket
costs and expenses of the Administrative Agent incurred in connection with the preparation,
execution, delivery and any modification of this Amendment and the other instruments and documents
to be delivered by any Loan Party hereunder (including, without limitation, the reasonable fees and
expenses of external counsel for the Administrative Agent) in accordance with the terms of Section
8.02 of the Credit Agreement.



SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute but one
and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment
by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.



SECTION 7. Governing Law; Submission to Jurisdiction. This Amendment shall be
governed by, and construed in accordance with, the laws of the State of New York. Each of the
Borrower and Holdings hereby irrevocably submits to the non-exclusive jurisdiction of the courts of
the State of New York, New York county and the courts of the United States of America located in
the Southern District of New York and hereby agrees that any legal action, suit or proceeding
arising out of or relating to this Amendment may be brought against them in any such
courts.

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



	 
	 

	BORROWER:

	CHIQUITA BRANDS L.L.C.,

a Delaware limited liability company

By: /s/ Jeffrey M. Zalla

	 

	Name: Jeffrey M. Zalla

Title: Senior Vice President and Chief Financial Officer

	 

	HOLDINGS:

	CHIQUITA BRANDS INTERNATIONAL, INC.,

a New Jersey corporation

By: /s/ Jeffrey M. Zalla

	 

	Name: Jeffrey M. Zalla

Title: Senior Vice President and Chief Financial Officer

	 

	ADMINISTRATIVE AGENT:

	Wachovia Bank, N.A.,

as Administrative Agent

By: /s/ Kira Deter

	 

	Name: Kira Deter

Title: Officer

	 








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