On February 21, 2024, Fresh Del Monte Produce Inc. (the ?Company?) and certain of its subsidiaries entered into Amendment No. 2 to Second Amended and Restated Credit Agreement (the ?Second Amendment?) with the financial institutions and other lenders named therein, including Bank of America, N.A. as administrative agent. The Second Amendment amended the Company?s Second Amended and Restated Credit Agreement, dated as of October 1, 2019 as amended by Amendment No.

1 dated as of December 30, 2022 (as amended, the ?Amended Credit Agreement?). The Second Amendment extended the existing maturity date to February 21, 2029 and provides for a five-year, $0.75 billion syndicated senior unsecured revolving credit facility (as compared to the prior amount of $0.90 billion). The Second Amendment also permits, under certain conditions, $200 million of Permitted Receivables Financing (as defined in the Amended Credit Agreement).

Amounts outstanding under the Amended Credit Agreement will accrue interest at a rate based on the Term SOFR rate (as defined in the Amended Credit Agreement) plus a margin ranging from 1.0% to 1.625%. Certain direct and indirect subsidiaries of the Company have guaranteed the obligations under the Amended Credit Agreement. The Company intends to use funds borrowed under the Amended Credit Agreement from time to time for general corporate purposes, working capital, capital expenditures and other investment opportunities.

The Second Amendment also expanded the definition of ?Consolidated EBITDA? to include (i) non-recurring or non-operational expenses of the Company and its subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period; (ii) the customary costs and expenses incurred in connection with Acquisitions (as defined in the Amended Credit Agreement), Dispositions (as defined in the Amended Credit Agreement), Investments (as defined in the Amended Credit Agreement), issuances of Equity Interests (as defined in the Amended Credit Agreement) and incurrences of Indebtedness (as defined in the Amended Credit Agreement) not otherwise prohibited under the Amended Credit Agreement; and (iii) the customary consents and expenses incurred in connection with the negotiation, execution and delivery of the Loan Documents (as defined in the Amended Credit Agreement). The Amended Credit Agreement includes covenants substantially the same as those contained in the prior credit agreement, except that (i) the restricted payments covenant has been revised (1) to permit the Company to declare or pay cash dividends in any fiscal year up to an amount that does not exceed the greater of (i) an amount equal to the greater of (A) 50% of the Consolidated Net Income (as defined in the Amended Credit Agreement) for the immediately preceding fiscal year or (B) $25,000,000 or (ii) the greatest amount which would not cause the Consolidated Leverage Ratio (determined on a pro forma basis) to exceed 3.50 to 1.00; (2) to provide an annual allowance for stock repurchases in any fiscal year to be an amount not exceeding the greater of (i) (A) $50,000,000 (the ?Base Redemption Basket?) plus (B) commencing in the 2025 fiscal year, any portion of the Base Redemption Basket not used in the preceding fiscal year or (ii) the amount that, after giving pro forma effect thereto and any related borrowings, will not cause the Consolidated Leverage Ratio to exceed 3.50 to 1.00; and (3) to permit the Company to make net settlements in respect of the Company?s securities issued to employees under the Company?s Omnibus Incentive Plan to the extent such amount represents the exercise or tax withholding obligations of the Company; and (ii) the financial covenant has been revised to permit the Consolidated Leverage Ratio during any four consecutive fiscal quarters to be greater than 3.75 to 1.00 (with provisions for a temporary step-up to 4.25 to 1.00 upon a Permitted Acquisition (as defined in the Amended Credit Agreement) for more than $100,000,000.