AMENDED AND RESTATED CREDIT AGREEMENT

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Exhibit 4.9

AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 24, 2001 is among Xxxx Food Company, Inc., Xxxx Fresh Fruit International, Limited and Solvest, Ltd. (collectively, the "Borrowers"), the undersigned lenders (together with their respective successors and assigns, the "Lenders"), Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the "Administrative Agent"), Commerzbank AG, as syndication agent for the Lenders (in such capacity, the "Syndication Agent"), and The Bank of Nova Scotia and CoBank ACB, as documentation agents for the Lenders (in such capacity, the "Documentation Agents").

WHEREAS, the Borrowers, various lenders, the Administrative Agent and various other agents entered into a Credit Agreement dated as of July 11, 2000 (as amended, the "Credit Agreement"; terms defined in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein); and

WHEREAS, the parties hereto desire to amend the Credit Agreement as set forth herein and to restate the Credit Agreement in its entirety to read as set forth in the Credit Agreement with the amendments specified below;

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. Amendments. Effective as of the date hereof and subject to the occurrence of the Restatement Effective Date (as defined below), the Credit Agreement shall be amended as set forth below:

(a) The definition of Applicable Facility Fee Percentage in Section 1.1 is amended by (i) deleting the table therein and substituting the following therefor:

Senior Unsecured Debt Rating Category	Applicable Facility Fee Percentage
Category 1 BBB+ or higher by S & P or Baa1 or higher by Xxxxx'x	0.100	%
Category 2 BBB by S&P or Baa2 by Xxxxx'x	0.150	%
Category 3 BBB- by S&P and Baa3 by Xxxxx'x	0.200	%
Category 4 BBB- by S&P and Lower than Baa3 by Xxxxx'x or Lower than BBB- by S&P and Baa3 by Xxxxx'x	0.225	%
Category 5 BB+ by S&P or Ba1 by Xxxxx'x	0.250	%
Category 6 Lower than BB+ by S&P and Lower than Ba1 by Xxxxx'x	0.300	%

; and (ii) amending the first sentence after such table by (A) adding the words "unless Category 4 applies" before the comma at the end of clause (i) thereof and (B) deleting the reference to "Category 4" at the end of clause (iii) thereof and substituting "Category 6" therefor.

(b) The definition of Applicable Offshore Rate Margin in Section 1.1 is amended by (i) deleting the table therein and substituting the following therefor:

Senior Unsecured Debt Rating Category	Applicable Offshore Rate Margin
Category 1 BBB+ or higher by S&P or Baa1 or higher by Xxxxx'x	0.400	%
Category 2 BBB by S&P or Baa2 by Xxxxx'x	0.600	%
Category 3 BBB- by S&P and Baa3 by Xxxxx'x	0.800	%
Category 4 BBB- by S&P and Lower than Baa3 by Xxxxx'x or Lower than BBB- by S&P and Baa3 by Xxxxx'x	0.900	%
Category 5 BB+ by S&P or Ba1 by Xxxxx'x	1.000	%
Category 6 Lower than BB+ by S&P and Lower than Ba1 by Xxxxx'x	1.450	%

(c) Section 2.1 is amended by deleting the first sentence in clause (E) and substituting the following therefor: "Current Commitment Termination Date" shall initially mean August 23, 2002.

(d) Each of Section 4.4 and 5.2 is amended by deleting the date "January 1, 2000" and substituting the date "December 30, 2000" therefor.

(e) All references in the Credit Agreement to the Company being a "Hawaii" corporation are deemed amended to state that the Company is a "Delaware" corporation.

(f) Clause (A) of Section 2.12 is amended by (i) deleting the first sentence therein and substituting the following therefor:

Upon written notice to Administrative Agent (which shall promptly notify Lenders), Company may at any timebefore the Current Commitment Termination Date (but not more than twice in any year) request an increase in the Total Pro Rata Commitments up to an aggregate amount not exceeding $275,000,000.

; and (ii) adding the following sentence at the end thereof:

Company shall reimburse any Lender for any reasonable loss, expense or liability such Lender may sustain as a result of such Lender receiving payment of a portion of any Offshore Rate Loan pursuant to any assignment described above (calculated in accordance with Subsection 2.10C as if such portion of such Loan had been prepaid) or purchasing a portion of any Offshore Rate Loan pursuant to any such assignment (calculated based on the cost to such Lender of funding such Offshore Rate Loan for the remainder of the applicable Interest Period over the Offshore Base Rate for such Interest Period).

(g) Clause (B) of Section 2.12 is amended by deleting the language "as of the Initial Interest Period Termination Date or such Proposed Extension Effective Date, as the case may be" therein and substituting the words "as of the effective date of such increase" therefor.

(h) Section 9.6 is amended by deleting the amount "$350,000,000" therein and substituting $275,000,000 therefor.

(i) Clause (D) of Section 9.2 is amended by deleting the last sentence therein and substituting the following therefor:

Any Lender or Person that sells a participation to any Person that is not a "United States person" within the meaning of the Internal Revenue Code shall include in its participation agreement with such Person a covenant by such Person that such Person will comply with the provisions of Section 2.11 hereof and of subsection 4.5(b) of that certain Amended and Restated Credit Agreement dated as of August 24, 2001 among the Borrowers, the Lenders, the Administrative Agent and the Documentation Agents as if such Person were a Lender and provide that Administrative Agent and Borrowers shall be third party beneficiaries of such covenant.

(j) Schedule 2.1 is amended in its entirety by substituting Schedule 2.1 hereto therefor.

(k) Schedule 9.7 is amended in its entirety by substituting Schedule 9.7 hereto therefor.

SECTION 2. Representations and Warranties. To induce the Lenders, the Administrative Agent, the Syndication Agent and the Documentation Agents to enter into this agreement, the Borrowers represent and warrant that:

(a) The representations and warranties set forth in Section 4 of the Credit Agreement, as amended and restated hereby (as so amended and restated, the "Restated Credit Agreement") are true, correct and complete in all material respects on the date hereof as if made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true, correct and complete in all material respects on and as of such earlier date.

(b) No Event of Default, Cross Default or Potential Event of Default exists on the date hereof.

(c) The execution and delivery hereof by the Borrowers and the performance by the Borrowers of their respective obligations under the Restated Credit Agreement (i) are within the powers of each Borrower, (ii) have been duly authorized by all necessary action on the part of each Borrower, (iii) have, assuming the Lenders' actions are consistent with Section 9.1 of the Restated Credit Agreement, received all necessary governmental approval and (iv) do not and will not (A) violate the Certificate of Incorporation or Bylaws of the Company or the Memorandum of Association or Articles of Incorporation of DFFI or Solvest, (B) violate any order, judgment or decree of any court or other agency of government binding on any Borrower, (C) assuming the Lenders' actions are consistent with the representation made in subsection 9.1 of the Restated Credit Agreement, violate any provision of law applicable to any Borrower, (D) conflict with, result in a breach of or constitute (with due notice or

lapse of time or both) a default under any Contractual Obligation of any Borrower, (E) result in or require the creation or imposition of any Lien upon any material properties or assets of any Borrower or (F) require any approval or consent of stockholders, or require any approval or consent of any Person under any Contractual Obligation, of any Borrower, except with respect to this clause (F) for such approvals or consents as have been obtained and are in full force and effect.

(d) The Restated Credit Agreement is the legally valid and binding obligation of each Borrower, enforceable against such Borrower in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability. The Company Guaranty (i) continues in full force and effect after giving effect to the amendment and restatement of the Credit Agreement pursuant hereto and (ii) is the legally valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability.

SECTION 3. Effectiveness. The Restated Credit Agreement shall become effective on the date (the "Restatement Effective Date") when the Administrative Agent shall have received:

(a) Restated Credit Agreement. Signature pages hereto signed by the Borrowers, the Syndication Agent, the Documentation Agents, the Administrative Agent and each of the Lenders (it being understood that the Administrative Agent may rely on a facsimile of any signature page as if it were an original).

(b) Resolutions; Incumbency.

(i) Copies of resolutions of the board of directors of each Borrower authorizing the execution and delivery of this agreement and the consummation of the transactions contemplated hereby, certified as of the Restatement Effective Date by the Secretary or an Assistant Secretary of each Borrower, and

(ii) A certificate of the Secretary or an Assistant Secretary of each Borrower certifying the names and true signatures of the officers of each Borrower authorized to execute and deliver this agreement.

(d) Confirmation. A Confirmation, substantially in the form of Attachment 2, signed on behalf of the Company.

(e) Other Documents. Such other documents as the Administrative Agent or any Lender may reasonably request.

(f) Payment of Obligations. Evidence of payment by the Borrowers of all amounts payable under the Credit Agreement (other than contingent indemnification obligations) and all accrued and unpaid fees, costs and expenses payable hereunder to the extent then due.

SECTION 4. Miscellaneous.

4.1 Amendment and Restatement. Upon the effectiveness hereof, the Credit Agreement shall be restated in its entirety to read as set forth in the Credit Agreement as amended hereby and all rights and obligations of the parties shall be as set forth in the Restated Credit Agreement (except that any provision of the Credit Agreement which by its terms survives termination thereof shall remain in full force and effect).

4.2 Counterparts. This agreement 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 one and the same agreement.

4.3 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF CALIFORNIA.

4.4 Successors and Assigns. This agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the respective successors and assigns of the Lenders and the Administrative Agent.

4.5 (a) Tax Forms. Each Lender which was not a party to the Credit Agreement prior to the amendment and restatement thereof pursuant hereto shall deliver to the Borrowers any forms required by the first sentence of each of subsection 2.11B or 2.11C promptly (and in any event within 15 days) after the effectiveness hereof.

(b) Evidence of Exemption from U.S. Withholding Tax. The provisions of this subsection 4.5(b) shall apply notwithstanding anything to the contrary in Section 2.11 of the Credit Agreement.

(i) Each Lender that is organized under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof (for purposes of this subsection 4.5(b), a "Non-US Lender") shall deliver to Administrative Agent and to Company, within fifteen days after the Restatement Effective Date (in the case of each Lender listed on the signature pages hereof) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms) properly completed and duly executed by such Lender, together with any other certificate or statement of exemption requested by the borrower that is required under the Internal Revenue Code or the regulations issued thereunder to establish that such Lender is not subject to United States withholding tax with respect to any payments to such Lender of interest payable under any of the Loans.

(ii) Each Non-US Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Lender under any of the Loans (for example, in the case of a typical participation by such Lender), shall deliver to Administrative Agent and to Company, within fifteen days after the Restatement Effective Date (in the case of each Lender listed on the signatures pages hereof), on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), or on such later date when such Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (1) two original copies of the forms or statements required to be provided by such Lender under subsection 4.5(b)(i) above, properly completed and duly executed by such Lender, to establish the portion of any such sums paid or payable with respect to which such Lender acts for its own account that is not subject to United States withholding tax, and (2) two original copies of Internal Revenue Service Form W-8IMY (or any successor forms) properly completed and duly executed by such Lender, together with copies of internal revenue service form w-8ben or w-8imy of any persons on behalf of whom such lender is acting.

(iii) Each Non-US Lender hereby agrees, from time to time after the initial delivery by such Lender of such forms, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence so delivered obsolete or inaccurate in any material respect, that such

Lender shall promptly (1) deliver to Administrative Agent and to Company two original copies of renewals, amendments or additional or successor forms, properly completed and duly executed by such Lender, together with any copies of the forms specified in (ii) above if such Lender does not act for its own account with respect to any portion of such payment, or notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence.

(iv) No Borrower shall be required to pay any additional amount pursuant to Section 2.11 of the Credit Agreement if the requirements of clause (i), (ii) or (iii)(1) of this subsection 4.5(b) have not been satisfied.

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IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

		XXXX FOOD COMPANY, INC., a Delaware corporation
		By:
		Name:
		Title:
		XXXX FRESH FRUIT INTERNATIONAL LIMITED, a Liberian corporation
		By:
		Name:
		Title:
		SOLVEST, LTD., a Bermuda corporation
		By:
		Name:
		Title:
		BANK OF AMERICA, N.A., as Administrative Agent and as Lender
		By:
		Name:
		Title:

S–0

		XXXXXXXXXXX XX, XXX XXXX AND GRAND CAYMAN BRANCHES, as Syndication Agent and as Lender
		By:
		Name:
		Title:

S–0

		XXX XXXX XX XXXX XXXXXX, as Documentation Agent and as Lender
		By:
		Name:
		Title:

S–3

		COBANK, ACB, as Documentation Agent and as Lender
		By:
		Name:
		Title:

S–4

		COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK BA., "RABOBANK NEDERLAND", NEW YORK BRANCH, as Lender
		By:
		Name:
		Title:
		By:
		Name:
		Title:

S–5

		SUNTRUST BANK, as Lender
		By:
		Name:
		Title:

S–6

		THE FUJI BANK, LIMITED, as Lender
		By:
		Name:
		Title:

S–7

		STANDARD CHARTERED BANK, as Lender
		By:
		Name:
		Title:

S–8

		XXXXX FARGO BANK, N.A., as Lender
		By:
		Name:
		Title:

S–9

		MELLON BANK, N.A., as Lender
		By:
		Name:
		Title:

S–10

		DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
		By:
		Name:
		Title:
		By:
		Name:
		Title:

S–11

SCHEDULE 2.1
PRO RATA COMMITMENTS
AND PRO RATA SHARES

Lender	Pro Rata Commitment		Pro Rata Share
Bank of America, N.A.	$	23,000,000	11.50000	%
CommerzBank AG, New York and Grand Cayman Branches		21,000,000	10.00000
The Bank of Nova Scotia		21,000,000	10.00000
CoBank, ACB		21,000,000	10.50000
Cooperative Centrale Raiffeisen Boergenleebank BA., "Rabobank Nederland", New York Branch		19,500,000	9.75000
Suntrust Bank		19,500,000	9.75000
Deutsche Bank AG New York Branch		15,000,000	7.50000
The Fuji Bank, Limited		15,000,000	7.50000
Standard Chartered Bank		15,000,000	7.50000
Xxxxx Fargo Bank, N.A.		15,000,000	7.50000
Mellon Bank, N.A.		15,000,000	7.50000
Total	$	200,000,000	100	%

SCHEDULE 9.7
OFFSHORE AND DOMESTIC LENDING OFFICES, ADDRESSES FOR NOTICES

COMPANY:

XXXX FOOD COMPANY, INC.

Xxx Xxxx Xxxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000
Attention:		Xxxx Xxxxxxx
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000

DFFI:

XXXX FRESH FRUIT INTERNATIONAL, LIMITED

000 X. Xxxxx Xxxxxxxxxxxx, Xxxxxx
Xxx Xxxx, Xxxxx Xxxx
Attention:		Chief Financial Officer
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000

SOLVEST, LTD.:

SOLVEST, LTD.

Xxx Xxxx Xxxxx
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000
Attention:		Treasurer
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000

BANK OF AMERICA, N.A.

Administrative Agent's Office and Bank of America's Lending Office
(for payments and Notice of Borrowing—Notice of Conversion/Continuation):

Bank of America, N.A. 0000 Xxxxxxx Xxxxxxxxx, 0^xx Xxxxx Mail Code: CA4-706-05-09 Xxxxxxx, Xxxxxxxxxx 00000
Attention:		Xxxx X. Xxxx Agency Admin Officer
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000
Electronic Mail:		xxxx.x.xxxx@xxxxxxxxxxxxx.xxx
		Bank of America, N.A. ABA# 000000000 Dallas, Texas Account No.: 3750836479 Attn: Credit Services—West Ref: Xxxx Food Company, Inc.

Other Notices as Administrative Agent:

Bank of America, N.A. Agency Management-LA 000 Xxxxx Xxxxxx Xxxxxx, 00^xx Xxxxx Mail Code: CA9-706-11-03 Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention:		Xxxx Xxxxxx Vice President
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000
Electronic Mail:		xxxxxxx.xxxxxx@xxxxxxxxxxxxx.xxx

Other Notices:

Bank of America, N.A. 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000
Attention:		Xxxx Xxxxxxx Managing Director
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000
Electronic Mail:		xxxx.xxxxxxx@xxxxxxxxxxxxx.xxx

COMMERZBANK AG

(for payments and Notice of Borrowing—Notice of Conversion/Continuation):

Commerzbank AG, New York Branch 2 World Financial Center New York, New York 10281-1050 Attention: Xxxxxxxxx Xxxxxxxxx
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000
		Commerzbank AG, New York Branch ABA No.: 000000000 New York, New York Account No: 150/1036490USD Ref: Xxxx Food Company

Other Notices:

Commerzbank AG, Los Angeles Branch 000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention:		Xxxxxx X. Xxxxxx Vice President
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000
Commerzbank AG, Los Angeles Branch 000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention:		Xxxxxx Si
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000

THE BANK OF NOVA SCOTIA

(for payments and Notice of Borrowing—Notice of Conversion/Continuation:

The Bank of Nova Scotia 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention:		Xxxxxx Xxxxxxxx Managing Director
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000
Electronic Mail:		Xxxxxxxx@xxxxxxxxxxxxx.xxx
Bank Name:		The Bank of Nova Scotia Xxx Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx
ABA No.:		000000000
Account:		The Bank of Nova Scotia San Francisco Loan Service
Account No.:		0000000
Reference:		Xxxx Food Company, Inc.

Other Notices:

The Bank of Nova Scotia 000 Xxxxxxxxx Xxxxxx X.X., #0000 Xxxxxxx, Xxxxxxx 00000
Attention:		Xxxxxx Xxxxxxxx Senior Loan Operations Officer
Telephone:		(000) 000-0000/1539
Facsimile:		(000) 000-0000
Electronic Mail:		Xxxxxx_Xxxxxxxx@Xxxxxxxxxxxxx.xxx

COBANK, ACB

(for payments and Notice of Borrowing—Notice of Conversion/Continuation):

CoBANK, ACB Dept. 167 0000 X. Xxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxx 00000-0000
Attention:		Xxxx Xxxxxxx Loan Accountant
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000
Bank Name:		CoBANK, ACB Englewood, Colorado
ABA No.:		000000000
Account:		CoBANK
Reference:		Xxxx Food Company, Inc.

Other Notices:

CoBANK, ACB 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxx 00000
Attention:		Xxxxxxxxx Xxxxxx Relationship Support Assistant
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000

COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND," NEW YORK BRANCH

(for payments and Notice of Borrowing—Notice of Conversion/Continuation):

Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland" 00 Xxxxxxxx Xxxxx, 00^xx Xxxxx Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention:		Xxxxxxxxx Dell'Aire Senior Customer Service Representative
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000
Bank Name:		Bank of New York New York, New York
ABA No.:		021-000018
Account:		Rabobank International
Account No.		8026002533
Attention:		Xxxxxxxxx Dell'Aira Extensions of Credit
Reference:		Xxxx Food Company, Inc.

Other Notices:

Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland," New York Branch 0 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention:		Xxxxxxxx X. Xxxxx Vice President
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000

SUNTRUST BANK

(for payments and Notice of Borrowing—Notice of Conversion/Continuation):

SunTrust Bank X.X. Xxx 00000 Xxxxxxx, Xxxxxxx 00000
Attention:		Jan Konapka Operations Officer
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000
Electronic Mail:		Xxx.Xxxxxxx@Xxxxxxxx.xxx
Bank Name:		SunTrust Atlanta, Georgia
ABA No.:		061000102
Account:		Wire Clearing
Account No.:		9088000112
Attention:		Xxxxxx Xxxxx-Xxxxxxxxx
Reference:		Xxxx Food Company, Inc.

Other Notices:

SunTrust Bank 0000 Xxxxx Xxxxxx Xx. Xxxxx 000 Xxx Xxxxxx, Xxxxxxxxxx 00000
Attention:		March Xxxxx Director
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000
Electronic Mail:		Xxxxx.xxxxx@Xxxxxxxx.xxx

STANDARD CHARTERED BANK

(for payments and Notice of Borrowing—Notice of Conversion/Continuation):

Standard Chartered Bank 0 Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000
Attention:		Xxxxxxxx Xxxxxxx
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000
Bank Name:		Standard Chartered Bank New York, New York
ABA No.:		000-000-000
Account:		Standard Chartered Bank
Account No.:		0000-000000-000
Reference:		Xxxx Food Company, Inc.

Other Notices:

Standard Chartered Bank 000 Xxxx Xxxxxxxx Xxxx., Xxxxx 000 Xxxxxxxx, Xxxxxxxxxx 00000
Attention:		Xxxx Xxxxxxx-Xxxxxxxx Senior Vice President
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000

MELLON BANK, N.A.

(for payments and Notice of Borrowing—Notice of Conversion/Continuation):

Mellon Bank, N.A. Three Mellon Center, Rm. 1204 Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention:		Xxxx Xxxxx Loan Administrator
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000
Bank Name:		Mellon Bank, N.A.
ABA No.:		000000000
Account:		Loan Administration
Account No.:		0000-0000-0
Reference:		Xxxx Food Company, Inc.

Other Notices:

Mellon Bank, N.A. 400 So. Hope Street, 5^th Floor Los Angeles, California 90071
Attention:		X.X. Xxxx Vice President
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000
Electronic Mail:		xxxx.x@xxxxxx.xxx

XXXXX FARGO BANK, N.A.

(for payments and Notice of Borrowing—Notice of Conversion/Continuation):

Xxxxx Fargo Bank, N.A. Commercial Banking Service Center 000 Xxxxx Xxxxxx, 0^xx Xxxxx MAC X0000-000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention:		Xxxxx Xxxxxxx Vice President and Manager
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000 or (000) 000-0000
Bank Name:		Xxxxx Fargo Bank, N.A. Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
ABA No.:		000-000-000
Account:		MEMSYN
Account No.:		271-0000000
Reference:		Xxxx Food Company, Inc. obligor #2447072674

Other Notices:

Xxxxx Fargo Bank, N.A. 000 Xxxxxxxx Xxxx., 00^xx Xxxxx MAC E818-163 Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention:		Xxxxxxx Xxxxx Vice President
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000
Xxxxx Fargo Bank, N.A. 000 Xxxxxxxx Xxxx., 00^xx Xxxxx MAC E818-163 Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention:		Peitty Chou Vice President
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000

THE FUJI BANK, LIMITED

(for payments and Notice of Borrowing—Notice of Conversion/Continuation):

The Fuji Bank, Limited Two World Trade Center, 79^th Floor New York, New York 10048
Attention:		Xxxx Xxxxx Associate
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000
Bank Name:		The Fuji Bank, Limited New York Branch
ABA No.:		000-000-000
Account:		The Fuji Bank, Limited New York Branch
Account No.:		515-066
Reference:		Xxxx Food Company, Inc.

Other Notices:

The Fuji Bank, Limited 000 Xxxxx Xxxx Xxxxxx, 00^xx Xxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention:		Xxxx Xxxx Vice President
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000
Electronic Mail:		xxxx_xxxx@xxxxxxxx.xx.xx

DEUTSCHE BANK AG NEW YORK BRANCH

(for payments and Notice of Borrowing—Notice of Conversion/Continuation):

Deutsche Bank AG New York Branch 00 Xxxx 00^xx Xxxxxx, Xxxxxxxx XXX00-0000 Xxx Xxxx, Xxx Xxxx 00000
Attention:		Xxxxxxxxx Xxxxx
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000
Electronic Mail:		xxxxxxxxx.xxxxx@xx.xxx
Bank Name:		Deutsche Bank AG New York Branch New York, NY
ABA No.:		000-000-000
Account:		Deutsche Bank New York
Account No.:		101018730008
Attention:		Xxxxxx Xxxxxxxx
Reference:		Xxxx Food Company, Inc.

Other Notices:

Deutsche Bank AG New York Branch 00 Xxxx 00^xx Xxxxxx, Xxxxxxxx XXX00-0000 Xxx Xxxx, Xxx Xxxx 00000
Attention:		Xxxxxx Xxxxx
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000
Electronic Mail:		xxxxxx.xxxxx@xx.xxx
Deutsche Bank AG New York Branch 130 Liberty Street, Mailstop XXX00-0000 Xxx Xxxx, Xxx Xxxx 00000
Attention:		Xxxxxx Xxxxxxxx
Telephone:		(000) 000-0000
Facsimile:		(000) 000-0000 or 1707
Electronic Mail:		xxxxxx.xxxxxxxx@xx.xxx

ATTACHMENT 2

CONFIRMATION

Dated as of August 24, 2001

To:: Bank of America, N.A., as Administrative Agent, and the Lenders under the Amended and Restated Credit Agreement referred to below

Please refer to (a) the Amended and Restated Credit Agreement dated as of August 24, 2001 (the "Amended and Restated Credit Agreement") among Xxxx Food Company, Inc. (the "Company"), Xxxx Fresh Fruit International, Limited and Solvest, Ltd. (collectively, the "Borrowers"), various financial institutions (together with their respective successors and assigns, the "Lenders"), Bank of America, N.A., as Administrative Agent, Commerzbank AG, as Syndication Agent, and The Bank of Nova Scotia and CoBank ACB, as Documentation Agents; and (b) the Guaranty dated as of July 11, 2000 (the "Company Guaranty") issued by the Company.

The Company hereby confirms to the Administrative Agent and the Lenders that (a) after giving effect to the Amended and Restated Credit Agreement and the transactions contemplated thereby, the Company Guaranty continues in full force and effect and is the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability; and (b) all references in the Company Guaranty to the "Credit Agreement" shall be deemed to be references to the Amended and Restated Credit Agreement.

		XXXX FOOD COMPANY, INC.
		By:
		Name
		Title

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AMENDED AND RESTATED CREDIT AGREEMENT
SCHEDULE 2.1 PRO RATA COMMITMENTS AND PRO RATA SHARES
SCHEDULE 9.7 OFFSHORE AND DOMESTIC LENDING OFFICES, ADDRESSES FOR NOTICES
ATTACHMENT 2 CONFIRMATION Dated as of August 24, 2001

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AMENDED AND RESTATED CREDIT AGREEMENT

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