FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT Effective as of January 27, 2004

Exhibit 4.15

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT

Effective as of January 27, 2004

     This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) 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”) and FRESH DEL MONTE SHIP HOLDINGS LTD., a Cayman Island company (“Ship Holdings”) (Fresh Produce, Fresh N.A., Fresh International, and Ship Holdings 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 COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), as administrative agent for the Lenders (the “Administrative Agent”).

PRELIMINARY STATEMENTS:

     (1) The Borrowers, the Administrative Agent, and the Lenders are parties to that certain Amended and Restated Credit Agreement dated as of March 21, 2003 (as 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 1.1 of the Credit Agreement. Section 1.1 of the Credit Agreement, Certain Defined Terms, is hereby amended by deleting the pricing grid contained in the definition of “Applicable Margin” in its entirety and substituting in lieu thereof the following:

								Applicable				Applicable
				Applicable				Margin for				Margin for
				Margin for LIBO				Base Rate				Unused
Level		Leverage Ratio		Rate Advances				Advances				Commitment
1		Greater than or equal to 3.00 to 1.00			2.750	%			1.500	%			0.500	%
2		Less than 3.00 to 1.00, but greater than or equal to 2.50 to 1 .00			2.400	%			1.150	%			0.500	%
3		Less than 2.50 to 1 .00, but greater than or equal to 2.00 to 1 .00			2.250	%			1.000	%			0.450	%
4		Less than 2.00 to 1.00, but greater than or equal to 1.50 to 1.00			2.000	%			0.750	%			0.400	%
5		Less than 1.50 to 1.00, but greater than or equal to 1 .00 to 1 .00			1.750	%			0.500	%			0.350	%
6		Less than 1.00 to 1.00, but greater than or equal to 0.50 to 1 .00			1.500	%			0.250	%			0.275	%
7		Less than 0.50 to 1.00			1.250	%			0.000	%			0.225	%
8		Senior Debt Rating of BBB (by S&P) and Baa2 (by Xxxxx’x) or higher			1.125	%			0.00	%			0.225	%

     Section 2. Representations and Warranties. Each of Fresh Produce and the other Borrowers represents and warrants as follows :

     (a) The execution, delivery and performance by each Borrower of this Amendment and the other transaction contemplated hereby, are within such Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene such Borrower’s charter or by-laws; (ii) violate any law (including, without limitation, the Securities Exchange Act of 1934, the Racketeer influenced and Corrupt Organization 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

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under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Borrower, 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 Borrower 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 Borrower 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 Borrower hereunder has been duly executed and delivered by each Borrower thereto, and constitutes the legal, valid and binding obligation of each Borrower thereto, enforceable against such Borrower in accordance with its 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 which 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 when the Administrative Agent shall have received, in form and substance satisfactory to it:

          (a) This Amendment, duly executed by the Borrowers, the Guarantors, the Administrative Agent and all of the 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.

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     (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, 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 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., as Borrower
		By:		-s- Xxxx X. Xxxxxxx
		Title : EXECUTIVE VICE PRESIDENT & C.F.O.
		DEL MONTE FRESH PRODUCE N.A., INC., as Borrower
		By:		-s- Xxxx X. Xxxxxxx
		Title : EXECUTIVE VICE PRESIDENT & C.F.O.
		DEL MONTE FRESH PRODUCE INTERNATIONAL, INC., as Borrower
		By:		-s- Xxxx X. Xxxxxxx
		Title : DIRECTOR
		FRESH DEL MONTE SHIP HOLDINGS LTD., as Borrower
		By:		-s- Xxxx X. Xxxxxxx
		Title : EXECUTIVE VICE PRESIDENT & C.F.O.
GUARANTORS:		DEL MONTE FRESH PRODUCE COMPANY
		By:		-s- Xxxx X. Xxxxxxx
		Title : EXECUTIVE VICE PRESIDENT & C.F.O.

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		DEL MONTE FRESH PRODUCE (SOUTHWEST), INC.
		By:		-s- Xxxx X. Xxxxxxx
		Title : EXECUTIVE VICE PRESIDENT & C.F.O.
		DEL MONTE FRESH PRODUCE (FLORIDA), INC.
		By:		-s- Xxxx X. Xxxxxxx
		Title : EXECUTIVE VICE PRESIDENT & C.F.O.
		FRESH DEL MONTE PRODUCE (CANADA), INC.
		By:		-s- Xxxx X. Xxxxxxx
		Title : EXECUTIVE VICE PRESIDENT & C.F.O.
		DEL MONTE FRESH PRODUCE (SOUTHEAST), INC.
		By:		-s- Xxxx X. Xxxxxxx
		Title : EXECUTIVE VICE PRESIDENT & C.F.O.
		DEL MONTE FRESH PRODUCE (WESTCOAST), INC.
		By:		-s- Xxxx X. Xxxxxxx
		Title : EXECUTIVE VICE PRESIDENT & C.F.O.
		STANDARD FRUIT AND VEGETABLE CO., INC.
		By:		-s- Xxxx X. Xxxxxxx
		Title : EXECUTIVE VICE PRESIDENT & C.F.O.

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		STANDARD FRUIT AND VEGETABLE OF ARIZONA, INC.
		By:		-s- Xxxx X. Xxxxxxx
		Title : EXECUTIVE VICE PRESIDENT & C.F.O.
		SFV-AZ, LLC
		By:		-s- Xxxx X. Xxxxxxx
		Title : EXECUTIVE VICE PRESIDENT & C.F.O.
		SFV GEORGIA, INC.
		By:		-s- Xxxx X. Xxxxxxx
		Title : EXECUTIVE VICE PRESIDENT & C.F.O.
		STANDARD FRUIT AND VEGETABLE OF KANSAS CITY, INC.
		By:		-s- Xxxx X. Xxxxxxx
		Title : EXECUTIVE VICE PRESIDENT & C.F.O.
		DEL MONTE FRESH PRODUCE (UK) LTD.
		By:		-s- Xxxx X. Xxxxxxx
		Title : DIRECTOR ATTORNEY-IN-FACT
		DEL MONTE FRESH PACKAGED PRODUCE (UK) LTD.
		By:		-s- Xxxx X. Xxxxxxx
		Title : DIRECTOR ATTORNEY-IN-FACT
		GLOBAL REEFER CARRIERS, LTD.
		By:		-s- Xxxx X. Xxxxxxx
		Title : EXECUTIVE VICE PRESIDENT & C.F.O.

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		FDM HOLDINGS LIMITED
		By:		-s- Xxxx X. Xxxxxxx
		Title : EXECUTIVE VICE PRESIDENT & C.F.O.
		DEL MONTE B. V.I. LIMITED
		By:		-s- Xxxx X. Xxxxxxx
		Title : EXECUTIVE VICE PRESIDENT & C.F.O.
		CORPORATION DE DESARROLLO AGRICOLA DEL MONTE S.A.
		By:		-s- Xxxx X. Xxxxxxx
		Title : DIRECTOR
		COMPANIA DE DESARROLLO BANANERO DE GUATEMALA S.A.
		By:		-s- Xxxx X. Xxxxxxx
		Title : ATTORNEY-IN-FACT
		DEL MONTE FRESH PRODUCE (ASIA-PACIFIC) LIMITED
		By:		-s- Xxxx X. Xxxxxxx
		Title : DIRECTOR
		DEL MONTE FRESH PRODUCE B.V.
		By:		-s- Xxxx X. Xxxxxxx
		Title : ATTORNEY-IN-FACT
		FRESH DEL MONTE PRODUCE N.V.
		By:		-s- Xxxx X. Xxxxxxx
		Title : EXECUTIVE VICE PRESIDENT & C.F.O.

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		WAFER LIMITED
		By:		-s- Xxxx X. Xxxxxxx
		Title: DIRECTOR
		FRESH DEL MONTE JAPAN COMPANY LTD.
		By:		-s- Xxxx X. Xxxxxxx
		Title: EXECUTIVE VICE PRESIDENT & C.F.O.
		DEL MONTE FRESH PRODUCE (CHILE) S.A.
		By:		-s- Xxxx X. Xxxxxxx
		Title: DIRECTOR
ADMINISTRATIVE AGENT,		COOPERATIEVE CENTRALE RAIFFEISEN-
ISSUING BANKS AND		BOERENLEENBANK B.A., “Rabobank
LENDERS:		Nederland”, New York Branch, as Administrative
		Agent, Issuing Bank and a Lender
		By:		-s- Xxxxxxxx X. English
		Title: VICE PRESIDENT
		By:		-s- Xxxxx Xxxxxxx
		Title: EXECUTIVE DIRECTOR
		XXXXXX TRUST AND SAVINGS BANK, as a Lender
		By:		-s- [ILLEGIBLE]
		Title: VICE PRESIDENT
		ING CAPITAL LLC, as a Lender
		By:		-s- Xxxx X. Xxxxxx
		Title: ASSOCIATE

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		AGFIRST FARM CREDIT BANK, as a Lender
		By:		-s- [ILLEGIBLE]
		Title: VICE-PRESIDENT
		FARM CREDIT SERVICES OF AMERICA, PCA, as a Lender
		By:		-s- Xxxxx X. Xxxxx
		Title: VICE-PRESIDENT
		FARM CREDIT SERVICES OF MID-AMERICA, PCA, as a Lender
		By:		-s- Xxxxxx X. Xxxxxxxx
		Title: AGRIBUSINESS ACCOUNT EXECUTIVE
		FARM CREDIT WEST, PCA, as a Lender
		By:		-s- Ben Xxxxxxx
		Title: ASST. VICE PRESIDENT
		FARM CREDIT SERVICES OF MINNESOTA VALLEY, PCA, d/b/a FCS COMMERCIAL FINANCE GROUP, as a Lender
		By:		-s- [ILLEGIBLE]
		Title: SVP - SYNDICATED FINANCE

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		SUNTRUST BANK, as a Lender
		By:		-s- Xxxxxxx X. Xxxxxx
		Title- DIRECTOR
		U.S. BANK NATIONAL ASSOCIATION, as a Lender
		By:		-s- Xxxxx X. Xxxxxx
		Title: SENIOR VICE PRESIDENT
		WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender
		By:		-s- [ILLEGIBLE]
		Title: DIRECTOR
		1ST FARM CREDIT SERVICES, PCA, as a Lender
		By:		-s- Xxxx X. Xxxxxxxxxx
		Title: VP ILLINOIS CAPITAL MARKETS [ILLEGIBLE]

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		XXXXX XXXX XX XXXXXXXXXX, N.A., as a Lender
		By:		-s- Xxxxxxxx X. Xxx
		Title: ASSISTANT VICE PRESIDENT
		GREENSTONE FARM CREDIT SERVICES, ACA/FLCA, as a Lender
		By:		-s- Xxxxxx X. Xxxxxxx, Xx.
		Title: VP/SR. LENDING OFFICER
		COBANK, ACB, as a Lender
		By:		-s- S. Xxxxxxx Xxxx
		Title: VICE PRESIDENT
		U. S. AGBANK, FCB f/k/a FARM CREDIT BANK OF WICHITA, as a Lender
		By:		-s- [ILLEGIBLE]
		Title: VICE PRESIDENT
		NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as a Lender
		By:		-s- Xxxxxx X. Xxxxxx
		Title: VICE PRESIDENT
		By:		-s- Xxxxxx Xxxxxx
		Title: SENIOR VICE PRESIDENT

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		BANK of AMERICA, as a Lender
		By:		-s- [ILLEGIBLE]
		Title: AVP

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