Exhibit 10.4
$167,100,000
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of March 27, 2003
Among
CHIQUITA BRANDS, INC.
and ATCON FINANZ, INC.
as Borrowers,
EACH OF THE LENDERS
INITIALLY A SIGNATORY HERETO,
TOGETHER WITH THOSE ASSIGNEES
PURSUANT TO SECTION 14.6 HEREOF,
as Lenders,
and
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Lead Arranger and Syndication Agent
and
FOOTHILL CAPITAL CORPORATION,
as Administrative Agent
CONFORMED TO INCORPORATE AMENDMENTS THROUGH MAY 27, 2002,
PURSUANT TO FIRST AMENDMENT AND FIRST LIMITED WAIVER TO SECOND
AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF MAY 22, 2003
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as
of March 27, 2003 among CHIQUITA BRANDS, INC., a Delaware corporation ("CBI"),
Atcon Finanz, Inc., a Delaware corporation ("Atcon") (each of CBI and Atcon
being a "Borrower" and collectively the "Borrowers"), each of the lenders
identified as Lenders on Schedule 1.1A hereto (together with each of their
successors and assigns, referred to individually as a "Lender" and,
collectively, as the "Lenders"), WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells
Fargo"), acting as lead arranger and syndication agent, and FOOTHILL CAPITAL
CORPORATION ("Foothill"), acting administrative agent in the manner and to the
extent described in Article XIII hereof (in such capacity, the "Agent").
W I T N E S S E T H:
WHEREAS, CBI, the Lender (as defined therein) and the Agent entered
into that certain Amended and Restated Credit Agreement dated as of March 6,
2002 (as amended or otherwise modified to date, the "Amended and Restated Credit
Agreement") which amended and restated that certain Credit Agreement dated as of
March 7, 2001 (the "Original Credit Agreement") pursuant to which (i) the
Lenders have made a term loan facility available to CBI having a current
aggregate principal outstanding amount of $50,100,000 maturing on June 7, 2004
and (ii) the Lenders have provided a revolving credit facility (including letter
of credit subfacility) to CBI in an aggregate principal amount, after giving
effect to reductions made through the date hereof, not to exceed $122,100,000 at
any time outstanding;
WHEREAS, the Borrowers desire that the Lenders increase the principal
amount of credit available to the Borrowers to $187,100,000 by adding a new term
loan in the principal amount of $65,000,000 to be provided to Atcon to fund the
German Financing (as defined herein), and the Lenders are willing to provide the
Borrowers with Loans in such amounts upon the terms and conditions set forth
herein;
WHEREAS, the Borrowers and each Secured Credit Party desire to secure
all of the obligations under the Credit Documents by providing a security
interest and lien on all of Atcon's personal property (to secure the obligations
of Atcon) and by continuing the prior grant of a security interest in and lien
upon all of CBI's and each Secured Credit Party's existing and after-acquired
personal property to the Agent, all for the benefit of the Agent and the
Lenders; and
WHEREAS, the Borrowers, the Lenders and the Agent now desire